Section 31: Regulations.

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.