Meetings of Board
22.—(1) The Board must hold such meetings as are necessary for performing its functions.
(2) The Chairperson must appoint the times and places of the meetings of the Board, and cause notice of those meetings to be given to each member of the Board not present when the appointment is made.
(3) If the Chairperson receives a written request signed by 4 or more members that a meeting of the Board be convened for a purpose specified in the request, the Chairperson must, within 7 days after receiving the request, convene a meeting for that purpose.
(4) The meetings of the Board must be held in accordance with the provisions of this Act and Part 4 of the Public Sector (Governance) Act 2018.
Quorum
23.—(1) The quorum is the higher of the following:(a)
one‑third of the number of members of the Board;
(b)
5 members of the Board.
(2) No business may be transacted at a meeting of the Board if a quorum is not present.
Presiding at meetings
24.—(1) At a meeting of the Board, the following person presides:(a)
the Chairperson;
(b)
in the absence of the Chairperson, or if the Chairperson is interested in the matter (within the meaning given by Part 4 of the Public Sector (Governance) Act 2018), and there is a Deputy Chairperson who is present and is not interested in the matter (within the meaning given by Part 4 of that Act) — the Deputy Chairperson;
(c)
in any other case, a member of the Board elected from among the members present at the meeting to preside.
(2) The person specified in subsection (1)(b) or (c) may perform the functions and exercise the powers of the Chairperson for the purposes of the meeting.
Voting at meetings
25.—(1) Each member of the Board has one vote.
(2) In addition to his or her general vote, the member presiding at a meeting has, in the case of an equality of votes, a casting vote.
(3) A resolution of the Board is passed if it is agreed to by all members present without dissent, or if a majority of the votes cast on it by members present and voting are in favour of it.
(4) A member present at a meeting of the Board is presumed to have agreed to, and to have cast a vote in favour of, a decision of the Board unless the member expressly dissents from or votes against the decision at the meeting or is prevented from voting by section 26 of the Public Sector (Governance) Act 2018.
Execution of documents
26.—(1) The Board must have a seal that is to be kept and used as authorised by the Board.
(2) A document is duly executed by the Board if —(a)
the seal of the Board is affixed to the document in the presence of one of its members who must sign the document to attest that the seal was so affixed, and the document is signed by —(i)
any 2 members generally or specially authorised by the Board for the purpose; or
(ii)
one member and the Chief Executive; or
(b)
the document is signed on behalf of the Board by a person or persons authorised to do so by the Board and in accordance with the terms of that authorisation.
(3) Where a document is to be executed under seal, the Board may authorise one or more of its officers to execute, on the Board’s behalf, the document under the Board’s seal in accordance with the terms of that authorisation.
(4) A document purporting to be executed in accordance with this section is presumed to be duly executed until the contrary is shown.
(5) All courts, judges and persons acting judicially are to take judicial notice of the imprint of the seal appearing on a document.
(6) When a document is produced bearing a seal purporting to be the seal of the Board, it is presumed that the seal is the seal of the Board until the contrary is shown.
Appointment of committees
27.—(1) The Board may appoint such number of committees as the Board thinks fit for purposes which, in the opinion of the Board, would be better regulated and managed by means of such committees.
(2) A committee appointed under this section may consist of such individuals as the Board thinks fit, and may include individuals who are not members of the Board.
(3) Without limiting subsection (1), the Board may appoint committees —(a)
to advise the Board on matters relating to the Board’s functions and powers that are referred to the committee by the Board; and
(b)
to perform any function or exercise any power of the Board that is delegated to the committee.
(4) Section 17 applies to a committee, and to committee members or individuals purporting to be committee members, with the necessary modifications.
Proceedings of committees
28. Subject to this Act, the Public Sector (Governance) Act 2018 and any restrictions by the Board, a committee may regulate its own proceedings and business.
Ability to delegate
29.—(1) The Board may delegate any of its functions or powers, either generally or specially and subject to such conditions or restriction as the Board thinks fit, to any of the following persons:(a)
a member of the Board;
(b)
the Chief Executive or an officer of the Board;
(c)
a committee of the Board;
(d)
a company that is incorporated in Singapore and is a subsidiary of the Board.
(2) A delegation under subsection (1) must be by written notice given to the delegate.
(3) Subsection (1) does not apply to —(a)
the power to make subsidiary legislation conferred by this Act or any other Act;
(b)
the power to delegate conferred by this section; or
(c)
any function or power under this Act or any other Act that is declared by this Act or that other Act to be non‑delegable.
(4) A delegation in accordance with this section —(a)
except as otherwise provided in this Act or any other Act administered by the Board, does not affect or prevent the performance of any function or the exercise of any power by the Board;
(b)
is not affected by any change in the membership of the Board;
(c)
is not affected by any change in the membership of a committee (where the committee is the delegate), so long as the committee includes at least one member of the Board; and
(d)
is not affected by any change in the individual appointed as the Chief Executive or holding any specified office in the Board (where the delegate is the Chief Executive or the holder of the specified office).
(5) For the purposes of subsection (1)(d), a company is a subsidiary of the Board if —(a)
the Board is the sole member of that company; or
(b)
the Board, as a member of that company, holds more than half of the voting power in that company.
Validity of delegate’s acts, etc.
30. A delegate who purports to perform a function or exercise a power under delegation —(a)
is taken to do so in accordance with the terms of the delegation under section 29, unless the contrary is shown; and
(b)
must produce evidence of the delegation, if reasonably required to do so.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
The Singapore legislation on this platform is subject to copyright of the Singapore Government and is used/reproduced for the purposes of this platform with the permission of the Attorney-General's Chambers. Users of this platform may check Singapore Statutes Online for the latest version of the Singapore legislation.
