DR..IULN]S MAADA BIO,
Presidenl
Short title.
n*o.22 2$23
Sierra Leone
THE STERRA LEONE MINES AND MIN}iRA.LS
DEVT,I.ffPMENT' ANN MANAGEMENT COITP()R'\'tr'I{ }I{
AcT.2023
Beine an Act to prrrvide forthe establishment of tbe Sierra
Leone Miues and Minerals Developntent atrrl Illanagement
Corporatii,n which shrrll carry out, through a prroit'ct {:ompanyt
minerals and mining devctopment' managemr:nt anrJ relatcd
asgociated activities on bchalf of the Republic of Sierra Leonr', in
acr:ordance u'ith the I1!ines and Minerals Developmeitt y''ct or:rn]'
other Act, to provittc for the promotion and f*c'ilitatioq of stat*
pa rticipation and investnnent in mines:rnd miner;rls dev'eloprnent
and to provide forrither t"elated matters.
Ii
ENecreo by the President and lvlemhers of f'arliament in this
present Parliarneni assembled.
Datc r.lf
(x)mlTlencenlent
(}
I No.22 The Siena Leone Mines and Minerals Develoltment
and Management Corporation Act 202-1
Interpretation.
Flstablishmenr
of Sierra
Leone Mines
and Mirrerals
Deve lopment
and
Management
Corpor'ation.
PARTI--PRELIMINARY
"Board" rneans the Board of the Corporation
estiiblished under section 3;
"Cbairman" means the Ctrairman ofthe Boaril:
"Corporation" means Sierra Leone NIines and
Minerals Development and Management
Corporation established under section 2;
"Minister" means the 14inister responsible for
finance;
"Project Compa-ny" means a company incorporatecl
under the Cornpanies Act, which shall be r,r,holly
owned by the Corporation referred to in section 15.
"state" means the Republic of Sierra Leone.
PART II.THE SIERRALEONE MINES AND MII.iER,AJ,S
DEVELOPMENTAND MANAGEMENT CORPORATION.
2" (l) There is hereby esratrlishecl a body to be knovrn as
the Sierra Leone Ivlines and Minerals f)evelopment and lvlanagement
Corporation, which shall he a body corporate having perpetual
succession, a common seal, Ir,finerals and capable of acquiring,
holding and disposing of property, whether movabreorimnrovaLrre.
and of suing and being srred in its corporate name arrd, subjcct to
this Act, of performing all such acts as bodies corporate rlay b-v law
pcrform.
Iio 22 The Sierra Leone h{ines and L{inerals Development
and fuIonagenrent C.orporation Act
(2) The Corporation shall have a conrmon seal' the usc of
rvhich shali be authenticated by the signature of-
(a) the Chairman or other member of the Board
authorised either generally or specially by
the Board in that behalf; and
(b) *re Executive l)irector ol some other person
authorised by the Board in that behalf'
3. (1) The goveming body of the Corporation-shall be. a ss6t6 61
BrrarriwhichshallberesponsibleforthesupervisionoftheCorporation
CorPoration-
Q) The Board shall consist of a Chainnan who shall be
the Minister rcsporrsible tbr finance or his representative' not below
therankofaDrrectorarrdthefollowingothernrembers.
(a) the Minister responsible for mineral
dcvelopment or his representative' not below
the rank of a Director;
(b) the Attomey General and Minister of Justice
or his representative, not below the rank ofa
f)irector;
(c) the Minister responsible for the environment
or his representative, not below the rank ofa
Director;
(d) the Minister responsible for lands or his
representative, not below the rank of a
Director;
Tenurc ol
mcrtbers.
No.22 'the Sierra Leone Mines and Minerals Development
ond Managenrcnt Corporutiotr Act 2e'23
(e) rhe Governor of the Bank of Sierra Leone or
his represenlative, not below the rank ,rfla
Direcror;
(D 3 ernir:entpersonsofgoodreputeandproven
integrify, appointed by the president.
(3) 'fhe Executive Director shall be the Secretary to theBoard and shall not have the right to vote.
4 (l) A person shall cease to be a member ofthe Boarcl onany of the following groun.is-
(a) if he is removed from ollice;
(b) for his inability ro perform the ftrnctions of
his office by reason of infirrnity of mincl or
body;
(c) for proven misconduct;
(d) if he becomes banloupt or insolveni;
(e) if he is convicted an,J sentencetl for an
of{bnce involving fraud or distiorresty;
(0 ifhc tails to a&end 3 consecutive meetings of
the Board wiihout reasonable cause;
G) if he resigns his office.
@ A member r:rf the Board, other than an ex_offir:iornernber shall hokl office for 3 years "nJ.tull be eligible forreappointment fbr-a further term of 3 years only. .
No.22 The Sierra I'eone Mines and Minerak Development
and Marwgement CorPoratton Act
determine.
5. (l) The Board shall meet for the discharge of its business
at least once every 2 months and at such time as the Chairman may
Meetings of
(2) The Chairman shall preside at every meeting of the
(3) Aminimum of5 members ofthe Boardmay' bynotice
in writing signed by thenr, request the Chairman to summon a special
rr""iiogit tt " Board for such purposes as may be stated in the
notice.
(4) The Chairman shall summon a specialmeetingwithin
S days oftris receipt ofthe notice referred to in subsection (3)'
(, The quorum at any meeting of the Board shall be 5'
(O The Chairman shall have a casting vote where there
is an equalitY of votes'
(7) A proposal circulated among members and agreed to
in writing by a turo-thirds majority of all members shall be ofthe same
force or effect as a aecision made at a duly constituted meeting of
the Board and shall be incorporated in the'minutes of the next
succeeding meeting of the Board:
Provided that' if a member requires that such proposal to be placed
Lfor" a meeting of the Boar4 this subsection shall not apply to
such ProPosal.
(S) The Board may co-opt any person to attend and
participatain its deliberations on any maitter but such person shall
not vote on any issue for the decision by the Board'
6 No 22 The Sierra Leone Mines and Minerals Development
ard Managenent Corporation Act 2023
Disctosure
of interest.
Immunity of
members.
Committees
of Board.
(9) The Board shall cause minutes of all its meetings to
be taken and signed by the Clmirman and the Secretary and kept in
proper form.
(10) Subject to this Act, the Board shall regulate its own
procedt"ue.
6. (1) A member of the Board who has an interest, whether
direct or indirect in a matter being considered or to be considered by
the Board, shall disclose the nature of his interest to the Board and
the disclosure shall be recorded in the minutes of the Board and
such member shall not take part in any deliberation or decision of the
Board relating to that matter.
@ A member ofthe Board who contravenes subsection
(l) shall be guilty of misconduct and shall be removed &orn the
7. tl) An action or other proceedings shall not lie or be
instituted against a member ofthe Board or member ofa committee
ofthe Board for or in respect of an act or thing done or omitted to be
done in good faith in the exercise of his functions under this Act"
(2) A member of the Board shall not be personally liable
for a debt or obligation of the Coqporation.
8. (l) The Board may, for the discharge of its fimctions,
appoint ono or more committees consisting of members of the
Ageucy or non- members or troth to perform such functions and to
repoit to the Board as the Boaid may deterryine.
(2) A commitee ofthe Board appointed under subsection
(l) may, subject fo the direction ofthe Board -
:4;
t.
No.22 The Sterra kone Mines andMfuerals Development
and Management Corporation Act 2023
G) inquire into and advise the Board on any
matter concerning the functions of the
CorPoration;
(b) exercise the powers or perform a function of
theSoard'
g. (1) Subject to this Act' the Board shall have supervision Functions of
of the CorporatiorS inctuaing overseeing the sound and proper Boatd'
financial management of the Corporation'
8) It shall be the responsibility ofthe Board to provide
such policy guidance and advice as will ensure the efficient
i-pf"."*trJn ofthe functions of the Corporation and enhance the
overall performance of the Corporation'
l0.Thenon.SatautoryMembersoftheBoardarrdanyoth€fp6mutreradgn
personco-opteduya"eo*aundersubsection(8)ofsection5ofmernbers.
shall be paid such remuneratior; fees and allowances approved by
the Board and shall be reimbmsed by the corporation for expenses
incurredinconnectionwiththedischargeoftheirfunctions.
11. (l) DecisionsatameetingoftheBoardshallbebysimple Decisions
majority of the votes of the members present and where there is - of Board'
"q*firy.f "rtes, the Chairman ortheperson presiding at&e meeting
shall have a casting vote'
8) A decision may be made by the Board yitfroy a
ptrysicat meeting ofthe members ofttre Boar4 bY video conferencing
teleconferencingorotherelectronicmeansthatensrresprticipation
by all members ofthe Board' '
(3) A decision reached by the Board shall be binding on
allmembers.
8 No.22 The Sierra l^eone Mines and Minerals Development
ond Management Corporation Aet 2023
Validity of
proceedings.
Object of
Corporation.
Functions of
Corporation.
12. The validity of a proceeding of the Board shall not be
affected by a vacancy amongst the members or a defect in the
appoinfinent of a member.
PARTIII.OBJECTS A}.ID F{.INCTIONS OF TI{E
CORPORAflON.
13. The object ofthe Corporation is to carry ou! through a
project company, minerals and mining developmen! management
and related and associated activities on behalf of the Republic of
Sierra Leone, in accordance with the Mines and Minerals
DevelopmentAct or any otherAct.
14. (l) For the purposes of attaining the objed of the
Corporation under section l3 the Corporation may-
(a) establish and maintain, in accordance with
the laws of Sierra Leone, a project company
or other legal entify, including partnerships
and limited liability companies, that is
organised oroperated forthe profitor be,nefit
of its shareholders or other owners;
(b) hold, directly or gr16'rgh a project company,
shares or interest in an undertaking,
enterprise or project associated with &e
prospecting,explorafion, 6ining of minerals
and any other related and associated
activities in or outside the Repubtic of Sierra
kone;
(c) appoint a person or corporate body to act on
behalf of the Corporation as Director of or in
' any other capacity in relation to an enterprise
No.22 The Sienalzone Mines andMinerals Development
and Management Corporation Act 2023
or undertaking in which the Corporation has
an interest;
(d) through a project company' to hold and
manage state participation interest undT TIy
Hcence, lease, mining agreements' mmmg
ventures or projects in which the Republic of
Sierra Leone is entitled to participate under
the Mines and Minerals DevelopmentAct or
anY other Act;
(e) zubject tothe laws of Sierra Leone' promote'
finance or guarantee the financing oftbe
operations of the project company and
associated companies;
(g undertake research and propose new mining
ventures locally and internationally to the
RePublic of S ierra l-eone ;
G) enter into any contracts, agreements'
memorandum of understanding in fin&erance
ofthe objects ofthe CorPoration;
(h) carry out any other function that is relate4
connected or conducive to the object ard
functions- of the CorPoration'
(2) In dre performance of its f,rnctions under subsection
(t), the Corporation shall followthe Governme'nt policy' .
(3) For the purposes of subsection (2)' the Minister may
give policy directives, in writing, to the Corporation regarding the
t0 No.22 The Sierra Leone Mines and Minerak Development
and Management Cotporation Act 2023
Project
company.
Ceopcration
with other
govcrnment
agcncies.
I 5. A project company inco{porated by the Corporation under
paragraph (a) of subsecrion (l) of section l5 shall be wholly owned
by &e Corporation and shall -
G) undertake exploration and mining operations
in the best interests of the Corporation in
the mines and mineral assets allocated to the
Corporation under section 17;
O) manage the commercial interests of the
Corporation in the mines and minerals
sector;
(c) participate, on behalf ofthe Corporation, in
accordance with &e tenns of agreements,
joint ventures in which it holds ail interest
on behalf of the Corporation;
(d) research and propose new mining and
mineral ventures to the Corporation; and
(e) apply for licences in accordance with tie
Mines and Minerals Development Act, in
respect of mines and mineral assets allocated
to the Corporation tmder section 17 and carry
out prospecting, exploration, mining and
related activities on such mines and mineral
assets;
16. (l) - The Corporation shall cooperate with otherministries,
departuients and agencies in the implementation of this Act.
(D with the approval rif the Corporation,
establish local and foreign subsidiary
companies.
l1
No.22 The Sierra Leone Mines and Minerals DeveloPment
and Management CorPoration Act 2023
@ For the PurPose
departments and agencies of '
Corporation such assistance as
proper discharge of the functions
of subsection (l), ministries'
government shall accord to the
"maY U" necessary to ensure the
of the CorPoration under this Act'
17. (l) The Minister responsible for mines and mineral Rescrvation
resourc€s, may from ti*" io time and subject to the approval of H*."rion
Cabinet, identify tint*l *"ts for development and managemeDt of mineral
by the Corporati'on in u""o'Aun"" with the laws of Sierra Leone' 61 assets'
rcnalf of ttt" t"public of Siena f'eone'
Q\ The mineral assers identified under subsection (l)
shall be uppro,"a uy eu:'iiu*"nt and allocated for development and
management bY the CorPoration'
(3) Nowithstanding any provision of the Mines and
Minerals Development L"t' aJcl any other faw' ttre mineral assets
identified and allocatei *l"t tnft section shall not be available for
licencingto any Person orentitY'
PART IV.ADMIMSTRATTYE PROVISIONS
18. 0) The Corporation shall lu*.u tuIl time Executive Exccutive
Director wno st'att i" -uppoiot"a ty tn" ft"'ident on t6" Director'
recommendation of the Board'
A) A person shall not be appointed Executive Director
unless he ttus co"sia"'Jle knowledge and experience in mines and
minerals development management or administration
(3) The Executive Director shall hold office for 5 years
and shall be "f igiUf" iot '"-appointrnent
for a further term of 5 years
onlY.
12 No.22 The Sierra leone Mines and Minerals Development
and Management Corporation Act 2423
Duties of
Exccutive
Director.
(4) A person shall cease to hold the position ofExecutive
Directorifhe-
(a) resigns by notice in writing to the President;
(b) is declared insolvent or bankrupt;
(c) is convicted offraud and dishonesty;
(d) is unable to perform fie firnctions ofhis oftice
arising &om infirmity ofbody ormind;
(e) commits gross misconduct.
19. (1) Subject to this Act and to the general supervision of
the Board, the Executive Director is the ChiefExecutive Officer ofthe
Corporation, responsible for the day-to-day management and
administration of the Corporation and the control and management
ofstaff.
(2) Notwitbstanding the generality of subsection (l), the
Executive Director shall be responsfole to -
(d) receive reports from&e Project Company for
the attention of the Boar{
(a) implement the policies ard programmes
agreed upon by the Board;
(b) prepare and manage the budget of the
Corporation;
(c) stay up-to-date with global markettrends on
mines and mineral trading;
t
No.22 The Siena leane Mines and Minerals Development
and L{anagement CorPoration Act
l',3
2(t23
(e) l<eep the Roard informed ofthe activities of
the Corporation;
(t) anange the business at meetings of the
tsoard and take minutes at tlre
meetings of the Board;
(g) keep the records ofthe decisions and other
policy records ofthe tsoard; and
(h) perform any other functions assigned by the
(3) In the performance of his duties, the Executive
Director is ansr,verable to the Board.
20. (l) The Corporation shall, in addition to the Executive other staff
I)irecttrr. have such other staffas may be necessary for the effective
perfonnance of ils functions under this Act"
(2) The staff of the Corporation shall be appointed by
the Br>ard orr such terms and conditions as the Board shall deterrnine.
(3) "Ihe Board may delegate the power to appoint certain
catL'gories of staffof the Corporation to the Executive Ditector.
I'AR]' V.FIN,{NCLAI., PROVISIONS
2l . The funds of the Corporation shali consist of ' Funds of ,
(a) monies appropriated by Parliament ior the corporation
purpose of the CorPoration;
@) loans obtained by the Government in
t4 No. ?2 The Sierra Leone Mines and Minerals Develtpment
on,l llanagement Corporation ,4ct 2423
accoi'darlce with the laws of S.ierra l,eonc;
(c) monies receivcd i:y the Corporation by wa3'
of grants, interesis, profits, Irrans, advances
or other"wise;
(d) monies rece ived by the Corporation frcm the
mining bus.iness ancl othe,r relared activities'
(e) monies receivcd by the Corporation by way
cif royalties. rents and profits, or in anl,other
manner fiurn any otlier sourcc iucluding
grants, gifts or tlonations extended to the
Corporation; and
(D prolits or dividends and other fees or charges
of' the Corporation.
t.2) Funds received by the Corporatiou under subsection
(l ) shall be deckued to rhe Minisrer for utilisation in accordance with
the laws of Sierra Leone.
Bnrrawing
powers ol 22" Subjcr:t to tlie approval of Parliamerrt and in ac.etidarrcc
(lorporariL\n. wirjr the laws of sierra l-eone, the Corporation may lrom.riv such fi.mds
as may bc requircd lbr the discharge ofthe functions ofthe Co4roration
under this A.ct.
Po!ryc{ to
opan
and r)perate
harrk
accounts
Eptimatcs ol
irtcr:me and
expenditure
23" The Corporation may. subject to l}re laws of Siena Leone,
open amd operate bank accounts as are necessary fbr the perfornance
of the iirnctions of the Coqporation.
24. (l) 'l'he Executive Director shall, at least2 months before
the start of each financial year, submit to the Board for approval, a
No.22 The Sierru l,eone Mines and blinerals Devclcpment
and Managemeil CcrPcration Act
l5
2lt"t"i
2,5. Tlrr: funds of the Corporation may be applied for the '^'pplicati'rn
performance of the functions of the ()orporation in accor<iance *itl, 3'orr,,rr,,on
budget containing the estimates of incorne and expenditure of the
Corporation lbr the ue.xt financial year.
(2) The Corporation shall not incur any expendittw:
exceeiling the budget without the approval of the Board'
the annual budgetary estimatcs fcrr each fittancial ycir
after the end of each {inancial year, make and sr:hmit tti' the Boaro a
leport on the u"livilies of the Corporation during that f,rnancial yea..'
@ Ttrc Executive Director shall subrnit to the lloarcl"
togetlrcr with the report referred to in sulrsection (l). -
(a) the audited financial statements of the
Corporation and the auditor's report on
thosc statements;
26. 'Ihe Corporation shall rvithin three monlhs after the end (,f Declaration
each financial year declare to the Board t!r.: eamings li.om the Projel:1 of earnings'
Conrpany, undertakings, joint ventures or public private partnerstrips
entered into by the CotPoration.
21 . The financial year of the Corpora.fion slrall be same as the Financiai
f,rnancial yeat'of Govemmentof Sierra Leone. ffi,ilrri""
28. The Corporation shall keep proper books of accounts an'J Acc{'tunrs'
all records relating to the transactirns and affairs ofthu Corporatior-.
29. The Auditor Gereral or an auditar appointe'1 by thc Auditr;r Audi'
General shali, in each fi.nancial year, audit the acr:olrnls of tlie
Corporation.
30. (r) The Executive I)irector shall" not later than 6 montlhs An,ru,il anrj
Iur,ds.
cther
rcporlt
I6 No.22 The Sierra Leone Mines and l,{inerals Development
and Management Corparation Act ?.$23
O) a quarterly performance reports; anci
(c) any other r€port as the Board may fiom time
to time require.
(3) '[he Board shall, not later than 6 months after receipt
of the reports under subsection (2), submit the reports to the
President.
Regulations.
PARTVI.MISCELLANEOUS
3l . The Minister may, upon the recommendation of the Board,
by stahltory instrument, make regulations firr giving effect to the
provisions of this Act.
Passed in parliament this 20th doy of Aprir , intheyear of our l.orci two
thousand and Twenty Three.
PARAN IJMAR TARAWALLY,
Clerk of Parlioment.
Trils PnnrrEn IupRrssroN has been carefuilv compared by me with the Biil
which has passed Parliament and found by me to be a true and correct pri,teci copy
ofthe said Bill.
PARAN UN.{AR TARAWALIY,
Clerk of Pariiament.
Pnnr"rrB
G,ssttr No. 37 or l5tr Juue, 2023
aHo PusLrsrmo sy rrIe GoveRNME n pnnrm.rc Drmnruem; Srcnno- LronE.
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