Corporate Governance

Board of Directors

The Board consists of non-executive directors who were appointed by the Minister of Finance & Development Planning. The Board has a strong mix of industry-specific knowledge and general commercial experience. This balance enables the Board to bring informed and independent judgment to all aspects of the Agency's strategic development and performance. The Board meets a minimum of four times each year and more frequently when business needs require. In addition to the scheduled Board meetings, the Board also meets at least six times in a year to approve projects falling within their approval limits. The Board retains powers of decision on all matters of strategy, together with all significant commercial issues, including all capital expenditure in excess of a specified level.

Furthermore, in the quest for good governance and operational efficiency, the Agency has adopted a code of ethics to ensure that all officials adhere to best business practice. In this regard, Board members and members of management are required, where necessary, to declare their interest in every meeting and forum of decision making, as well as as to make full disclosure on issues that are likely to result in conflict of interest.                                                                                

The Board Secretary

The Board Secretary is responsible for ensuring that Board procedures are followed and for advising the Board, through the Chairman, on all matters of governance. All Directors have access to the Board Secretary whenever they require. In the event that any Director wishes to take independent professional advice on any point arising in connection with the exercise of their duties, in accordance with written procedure the Board Secretary will arrange this at the Agency's expense.

Board Committees

The Board Committees in place are the Audit Committee, the Human Resources Committee and the Board Tender Committee. Each Committee reviews its terms of reference and its effectiveness on a regular basis and recommends to the Board any changes required as a result of such review. The terms of reference of each Committee are available at CEDA head office.

Audit Committee

The audit committee consists of not more than five members, comprising three from the CEDA Board and two external members from the business community. The CEDA Board appoints the chairperson of the Audit Committee. The members serve a maximum of two two-year terms for external members and three two-year terms for members appointed from the CEDA Board.  

Human Resource Committee                              

The Board is responsible for appointing members of the HR Committee, which shall consist of three (3) Board of Directors.  The Board may appoint an additional member to the Committee, who is a non-Board member. A chairperson shall be appointed from three (3) members and the period for which he/she shall hold office shall be determined. The term of office for the Committee shall be a maximum period of three (3) years and members may be re-appointed for another term.

Tender Committee

The Board of Directors appoints four members to the Board Tender Committee from amongst themselves, excluding the Board chairperson and Audit Committee chairperson. The Chief Executive Officer shall be a member of the Board Tender Committee.