First Schedule (Sections 2, 21, 34A, 34B and 38)
Specified Acts
1.Betting and Totalizator Control Act 5.Income Tax (Transitional Period Provisions) Act 7.Tax Reserve Certificates Act 8.Value Added Tax Act, 2002Second Schedule (Section 4)
Powers of Authority
1.To acquire premises necessary or convenient for the exercise of its functions and for that purpose to buy, take on lease or in exchange, hire or otherwise acquire immovable property and interest therein and rights thereof and concessions, grants, powers and privileges in respect thereof.2.To buy, take in exchange, hire or otherwise acquire movable property necessary or convenient for the exercise of its functions.3.To maintain, alter or improve property acquired by it.4.To mortgage any assets or part of any assets and, with the approval of the Minister, to sell, exchange, lease, dispose of, turn to account or otherwise deal with any assets or part of any assets which are not required for the exercise of its functions for such consideration as it may determine.5.To open bank accounts in the name of the Authority and to draw, make, accept, endorse, discount, execute and issue for the purposes of its functions promissory notes, bills of exchange, securities and other negotiable or transferable instruments.6.To insure against losses, damages, risks and liabilities which it may incur.7.To make contracts and enter into suretyships or give guarantees in connection with the exercise of its functions and to modify or rescind such contracts or rescind such suretyships or guarantees.8.With the approval of the Minister, to establish and administer such funds and reserves not specifically provided for in this Act as the Board considers appropriate or necessary for the proper exercise of the Authority’s functions.9.To pay such remuneration and allowances and grant such leave of absence and to make such gifts, bonuses and the like to its employees as it considers fit.10.To provide pecuniary benefits for its employees on their retirement, resignation, discharge or other termination of service or in the event of their sickness or injury and for their dependants, and for that purpose to effect policies of insurance, establish pension or provident funds or make such other provision as may be necessary to secure for its employees and their dependants any or all of the pecuniary benefits to which the provisions of this paragraph relate.11.To purchase, take on lease or in exchange or otherwise acquire land or dwelling-houses for use or occupation by its employees.12.To construct dwellings, outbuildings or improvements for use or occupation by its employees on land purchased, taken on lease or in exchange or otherwise acquired by it.13.To sell or lease dwelling-houses and land for residential purposes to its employees.14.To provide or guarantee loans made to its employees for the purchase of dwelling-houses or land for residential purposes, the construction of dwelling-houses and the improvement of dwelling-houses or land which are the property of its employees, subject to any conditions that may be imposed by the Board from time to time.15.To provide security in respect of loans by the deposit of securities, in which the Authority may invest such money as the Board may consider necessary for the purpose.16.To provide loans to any employee of the Authority for the purpose of purchasing vehicles or other property, subject to any conditions that may be imposed by the Board from time to time.17.To do anything for the purpose of improving the skill, knowledge or usefulness of its employees, and in that connection to provide or assist other persons in providing facilities for training, education and research, including the awarding of scholarships for such training.18.To provide such service as the Authority, with the approval of the Board, considers could properly be provided by the Authority and to charge for services such fees as the Board may from time to time determine.19.To engage in any activity, either alone or in conjunction with other organisations or international agencies, to promote better understanding of revenue issues.20.To provide technical advice or assistance, including training facilities, to revenue authorities of other countries.21.To accept, with the approval of the Board, any donations, gifts, or assistance from any organisation or person.22.On behalf of the State, to institute and maintain proceedings in any court or tribunal for the recovery of any revenues, and to take such other steps as may be necessary to recover revenues.23.To do anything which by this Act is required or permitted to be done by the Authority.24.Generally to do all such things as are calculated to facilitate or are incidental or conducive to the performance of the function of the Authority in terms of this Act or any other enactment.Third Schedule
Amendments to various Acts
Fourth Schedule (Section 34D)
Advance tax rulings
1. Interpretation
In this Schedule—“advance tax ruling” means a written statement in the form of a binding general ruling, binding private ruling and binding class ruling issued by the Commissioner-General regarding the interpretation or application of the relevant Act;“applicant” means a person who applies for a binding private ruling or a binding class ruling;“binding class ruling” means an advance tax ruling issued in response to an application by an applicant regarding the application or interpretation of the relevant Act as it affects a specific class of persons;“binding general ruling” means an advance tax ruling issued in accordance with the requirements of the relevant Act;“binding private ruling” means an advance tax ruling issued in response to an application by an applicant regarding the application or interpretation of the relevant Act in respect of a proposed transaction as it affects the applicant alone;“class member” means a member of the class to which a binding class ruling applies, such as a shareholder in a company or an employee participant in a share investment scheme;“entity” means a person, other than a natural person, which may apply for a binding class ruling on behalf of its shareholders or members in respect of a proposed transaction to which it is a party, and includes a company, private business corporation, cooperative society or trade association:Provided that an entity does not include a professional firm acting or purporting to act on behalf of a client;“non-binding private opinion” means a written statement issued by the Commissioner-General in response to an inquiry by a person in order to provide the person with informal guidance in respect of the tax treatment of a particular set of facts and circumstances or transaction, but which does not have any binding effect;“relevant Act”, in relation to an advance tax ruling, means any one of the Acts specified in the First Schedule in respect of which the ruling is made or sought;“tax” means any tax, duty, fee, levy, charge, penalty, fine or any other money levied, imposed, collected or received in terms of any of the Acts specified in the First Schedule;“transaction” means any transaction, deal, business, arrangement, operation or scheme, and includes a series of transactions.2. Application for advance tax ruling
(1)Subject to the minimum requirements set forth in subparagraph (2), an application for an advance tax ruling must be made in such manner and in such form as the Commissioner-General may prescribe, and be accompanied by the fee charged in terms of paragraph 18 of the Second Schedule, if any.(2)An application must state the following minimum information—(a)the applicant’s name, postal address and telephone number; and(b)the name, postal address and telephone number of the applicant’s representative, if any; and(c)a complete description of the proposed transaction in respect of which the ruling is sought; and(d)a complete description of the impact the proposed transaction may have upon the tax liability of the applicant or, where relevant, any connected person in relation to the applicant, including any and all relevant information regarding the financial or tax implications of the proposed transaction; and(e)a complete description of any transactions entered into by the applicant prior to submitting the application or that may be taken after the completion of the proposed transaction which may have a bearing on the tax consequences of the proposed transaction or may be considered to be part of a series of transactions involving the proposed transaction; and(f)the proposed ruling being sought; and(g)a citation of the relevant statutory provisions or issues; and(h)the reasons why the applicant believes that the proposed ruling should be made; and(i)a statement of the applicant’s interpretation of the relevant statutory provisions or issues, as well as an analysis of any relevant authorities either considered by the applicant or of which the applicant is aware, whether those authorities support or are contrary to the proposed ruling being sought; and(j)a statement to the best of the applicant’s knowledge that the same or substantially the same or substantially similar issue upon which a ruling is sought is no the subject of an audit, examination, investigation, ruling, application, objection and appeal, or other proceeding currently before the Commissioner-General or the courts involving the applicant or a connected person in relation to the applicant; and(k)a draft version of the binding private ruling or binding class ruling to be issued; and(l)a description of the information that the applicant believes should be deleted from the final ruling before the publication of the ruling in order to protect the applicant’s confidentiality; and(m)the applicant’s consent to the publication of the ruling by the Commissioner-General.(3)In addition to the minimum information required by subparagraph (2), an application for a binding class ruling must also state the following minimum information—(a)a description of the class members concerned; and(b)the impact the proposed transaction may have upon the liability of the class members or, where relevant, any connected person in relation to the applicant or any class member.(4)The Commissioner-General may request additional information from an applicant at any time.3. Cases where applications for advance tax ruling must be rejected
(1)Notwithstanding the foregoing provisions, the Commissioner-General shall not accept an application for an advance tax ruling in any of the following circumstances—(a)where the application requests or requires the rendering of an opinion, conclusion or determination regarding or in respect of any of the following—(i)the market value of an asset; or(ii)the application or interpretation of the laws of a foreign country; or(iii)the pricing of goods or services supplied by or rendered to a connected person in relation to the applicant (or to a class member in the case of an application for a binding class ruling); or(iv)the constitutionality of any of the Acts specified in the First Schedule or any other tax law; or(v)a proposed transaction that is hypothetical or not seriously contemplated;(b)where the application relates to the duty of an employer to determine whether a person is a casual, part-time or full-time employee, or an independent contractor;(c)where the application is submitted for academic purposes; or(d)where the application presents, contains, or raises—(i)a frivolous or vexatious issue; or(ii)alternative courses of action by the applicant (or requests or requires the rendering of an opinion, conclusion or determination regarding such alternative courses of action); or(iii)an issue that is the same as or substantially similar to an issue that is—(A)the subject of an audit, examination, investigation or other proceeding by the Commissioner-General involving the applicant (or, in the case of a binding class ruling, in relation to the applicant or any class member); or(B)the subject of any draft legislation; or(C)pending before the courts.(2)In addition to the rejections set forth in subparagraph (1), the Commissioner-General may reject any application regarding or in respect of the following—(a)the application or interpretation of any general or specific anti-avoidance provision; or(b)an issue—(i)that is inherently or distinctly factual in nature; or(ii)in respect of which material facts cannot be established at the time of application; or(iii)the resolution of which would depend upon assumptions to be made regarding a future event or other matters which cannot be reasonably determined at the time of the application; or(iv)which would more appropriately be dealt with by the competent authorities of the parties to an agreement for the avoidance of double taxation; or(v)which is the same as or substantially similar to an issue upon which the applicant has already received a ruling; or(vi)in which the tax treatment of the applicant is dependent upon the tax treatment of another party to the proposed transaction and that other party has not applied for a ruling; or(vii)in respect of a transaction that is part of another transaction which has a bearing on that issue and the details of that other transaction have not been disclosed;or(c)a matter the resolution of which would be unduly time-consuming or resource-consuming or resource intensive.(3)In addition to the rejections set forth in subparagraphs (1) and (2), the Commissioner-General may publish lists of issues in respect of which applications for advance tax rulings will not be accepted.(4)If the Commissioner-General requests additional information in respect of or in connection with an application and the applicant fails or refuses to provide that information, the Commissioner-General may reject that application without any refund or rebate of any applicable fees.4. Binding effect of advance tax rulings
(1)The Commissioner-General must interpret or apply the relevant Act in favour of the applicant or otherwise in accordance with the advance tax ruling given.(2)An advance tax ruling does not have any binding effect upon the Commissioner-General in relation to future cases.(3)A binding general ruling may be cited by the Commissioner-General or any person in any proceedings before the Commissioner-General or the courts.(4)A binding private ruling may not be cited in any proceeding before the Commissioner-General or the courts other than a proceeding involving the applicant for that ruling.(5)A binding class ruling may not be cited in any proceeding before the Commissioner-General or the courts by any person other than a proceeding involving the applicant for that ruling or an affected class member identified in the ruling.(6)A publication or other written statement issued by the Commissioner-General does not have any binding effect unless it is an advance tax ruling.5. Non-binding private opinions and other written statements
(1)The Commissioner-General may issue a nonbinding private opinion to a person regarding the tax treatment of a particular set of facts and circumstances or a particular transaction.(2)A nonbinding private opinion may not be cited in any proceeding before the Commissioner-General or the courts other than a proceeding involving the person to whom the nonbinding private opinion was issued.(3)Any written statement issued by the Commissioner-General interpreting or applying the Income Tax Act prior to the 1st January, 2007, or any other relevant Act prior to the 1st January, 2009, is to be treated as and have the effect of a nonbinding private opinion, unless the Commissioner-General prescribes otherwise in writing.6. Conditions for applicability of advance tax rulings
(1)An advance tax ruling applies to a person only if all of the following conditions have been satisfied—(a)the provision or provisions of the relevant Act at issue are the subject of the advance tax ruling; and(b)the set of facts and circumstances of the transaction presented by the person are the same as the particular set of facts and circumstances governed by the advance tax ruling; and(c)the set of facts and circumstances of the transaction fall entirely within the effective period of the advance tax ruling; and(d)any assumptions made or conditions imposed by the Commissioner-General in connection with the validity of the advance tax ruling have been satisfied or carried out.(2)In addition to the requirements set forth in subparagraph (1)—(a)in the case of a binding private ruling, the ruling applies to a person only if that person is the applicant identified in the ruling; and(b)in the case of a binding class ruling, the ruling applies to a person only if that person is either the applicant identified in the ruling or a class member identified in the ruling.7. Rulings rendered void due to fraud, misrepresentation, etc.
(1)A binding private ruling or a binding class ruling is nullified under any of the following circumstances—(a)the facts stated in the application regarding the proposed transaction are materially different from the transaction actually carried out; or(b)there is a misrepresentation or wilful nondisclosure of a material fact; or(c)any condition or assumption stipulated by the Commissioner-General as a condition of the issue or binding effect of the ruling is not satisfied or carried out.(2)For purposes of this paragraph, a fact is considered material if it would have resulted in a different ruling had the Commissioner-General been aware of it when the original ruling was made.8. Impact of subsequent changes in tax law
(1)An advance tax ruling ceases to be effective upon the occurrence of any of the following circumstances—(a)if the provision of the relevant Act that was the subject of the advance tax ruling is repealed or amended, the advance tax ruling will cease to be effective from the date such repeal or amendment is effective;(b)if a court overturns or modifies an interpretation of the relevant Act on which the advance tax ruling is based, the advance tax ruling will cease to be effective from the date of the court’s judgment unless—(i)the decision is under appeal; or(ii)the decision is fact-specific and the general interpretation upon which the advance tax ruling was based is unaffected; or(iii)the reference to the interpretation upon which the advance tax ruling was based was obiter dicta.(2)An advance tax ruling ceases to be effective immediately upon the occurrence of the circumstances described in subparagraph (1), whether or not the Commissioner-General publishes a notice of withdrawal or modification.9. Withdrawal or modifications
(1)Subject to this paragraph, the Commissioner-General may withdraw or modify an advance tax ruling at any time.(2)Notification of the withdrawal or modification of an advance tax ruling must be communicated in such a manner as the Commissioner-General considers will notify the persons affected by it and must include the following information—(a)the title or number of the advance tax ruling being withdrawn or modified; and(b)in the case of a modification, a summary of the changes made; and(c)the effective date (which may be a retrospective date) of the withdrawal or modification.(3)If the advance tax ruling is either a binding private ruling or a binding class ruling, the Commissioner-General must first provide the applicant with notice of the proposed withdrawal or modification and a reasonable opportunity to state any proposition of law or fact relevant to the decision to withdraw or modify the ruling.10. Binding general rulings
(1)The Commissioner-General may, at any time, make binding general rulings.(2)A binding general ruling may be effective for either—(a)a particular year of assessment or other definite period; or(3)A binding general ruling must state—(a)that it is a binding general ruling made under this paragraph; and(b)the provisions of the relevant Act which are the subject of the binding general ruling; and(c)either—(i)the year of assessment or other definite period for which it applies; or(ii)in the case of a binding general ruling for an indefinite period, that it is for an indefinite period and the date or year of assessment from or beginning with which it applies.(4)Subject to subparagraph (3), binding general rulings may be issued in such form and in such manner as the Commissioner-General may prescribe, including but not limited to interpretation notes and practice notes.(5)A publication or other written statement shall not be considered as a binding general ruling unless it contains the information prescribed by subparagraph (3).11. Binding private rulings
(1)The Commissioner-General may issue binding private rulings regarding the application or interpretation of any of the provisions of the relevant Act to a proposed transaction upon application by a person in accordance with paragraph 2.(2)The Commissioner-General may make a binding private ruling subject to such conditions and assumptions as may be prescribed in the ruling.(3)The Commissioner-General must provide an applicant with a reasonable opportunity to consult if, based upon the application and any additional information received, it appears that the content of the binding private ruling to be made would differ materially from the proposed ruling sought by the applicant.(4)The Commissioner-General must issue the final binding private ruling to the applicant at the address shown in the application unless the applicant provides other instructions, in writing, before the ruling is issued.(5)A binding general ruling must contain—(a)a statement identifying it as a binding private ruling made under this paragraph; and(b)the name, tax number and postal address of the applicant; and(c)a citation of the relevant statutory provisions or issues; and(d)a description of the proposed transaction; and(e)the specific ruling made; and(f)any assumptions made or conditions imposed by the Commissioner-General in connection with the validity of the ruling; and(g)the period for which the ruling is valid.(6)Subject to subparagraph (5), a binding private ruling may be issued in such manner and in such form as the Commissioner-General may prescribe.12. Binding class rulings
(1)The Commissioner-General may issue binding class rulings regarding the application or interpretation of a provision of the relevant Act relating to a proposed transaction upon application by a person in accordance with paragraph 2.(2)The Commissioner-General may make a binding class ruling subject to such conditions and assumptions as may be prescribed in the ruling.(3)The Commissioner-General must provide an applicant with a reasonable opportunity to consult if, based upon the application and any additional information received, it appears that the content of the binding class ruling to be made would differ materially from the proposed ruling sought by the applicant.(4)The Commissioner-General must issue the final binding class ruling to the applicant at the address shown in the application unless the applicant provides other instructions, in writing, before the ruling is issued;(5)A binding general ruling must contain—(a)a statement identifying it as a binding class ruling made under this paragraph; and(b)the name, tax number and postal address of the applicant; and(c)a list or a description of the affected class members; and(d)a citation of the relevant statutory provisions or issues; and(e)a description of the proposed transaction; and(f)the specific ruling made; and(g)any assumptions made or conditions imposed by the Commissioner-General in connection with the validity of the ruling; and(h)the period for which the ruling is valid.(6)Subject to subparagraph (5), a binding class ruling may be issued in such manner and in such form as the Commissioner-General may prescribe.(7)Prior to final publication, the Commissioner must provide the applicant with a draft copy of the edited ruling for review and comment.(8)It is the sole and exclusive responsibility of the applicant to communicate with the affected class members regarding the application for the binding class ruling, the issuance, withdrawal or modification of such ruling, or any other information or matters pertaining to such ruling.13. Procedures and guidelines
The Commissioner-General may issue procedures and guidelines, in the form of binding general rulings, for the implementation and operation of the advance tax ruling system established by this Schedule.Fifth Schedule (Section 6)
Provisions applicable to Revenue Board
1. Disqualifications for appointment as member
(1)Subject to this Schedule, a person shall not be qualified for appointment as a member if—(a)he or she is not a citizen of Zimbabwe or ordinarily resident in Zimbabwe; or(b)he or she has, in terms of a law in force in any country—(i)been adjudged or otherwise declared insolvent or bankrupt and has not been rehabilitated therefrom; or(ii)made an assignment or composition with his or her creditors which has not been rescinded or set aside;or(c)he or she has been convicted in Zimbabwe or in any other country—(i)of any offence involving dishonesty; or(ii)of any other offence, in the period of five years before his or her appointment, for which a term of imprisonment without the option of a fine has been imposed, whether or not any portion of that sentence has been suspended.(2)A person shall not be qualified for appointment as a member, nor shall he or she hold office as an appointed member, if—(a)he or she is a member of two or more other statutory bodies; or(b)he or she is a member of Parliament.(3)For the purposes of subparagraph (2)(a)—(a)a person who is appointed to a council, board or other authority which is a statutory body or which is responsible for the administration of the affairs of a statutory body shall be regarded as a member of that statutory body;(b)“statutory body” means—(i)any commission established by the Constitution; or(ii)any body corporate established directly by or under an Act for special purposes specified in that Act, the membership of which consists wholly or mainly of persons appointed by the President, a Vice-President, a Minister or any other statutory body or by a Commission established by the Constitution.2. Terms of office and conditions of service of members
(1)An appointed member shall hold office for such period, not exceeding three years, as the Minister may fix at the time of his or her appointment.(2)On the expiry of the period for which an appointed member has been appointed, he or she shall continue to hold office until he has been re-appointed or his or her successor has been appointed:Provided that an appointed member shall not continue to hold office in terms of this subsection for more than six months.(3)The Secretary of the Ministry responsible for finance and the Commissioner-General shall be members for so long as they hold office as Secretary or Commissioner-General, as the case may be.(4)A person who ceases to be a member shall be eligible for re-appointment.(5)Members shall hold office on such terms and conditions as the Minister may fix.3. Vacation of office by appointed members
(1)An appointed member shall vacate his or her office and his or her office shall become vacant—(a)one month after the date he or she gives notice in writing to the Minister of his or her intention to resign his or her office or after the expiry of such other period of notice as he or she and the Minister may agree; or(b)on the date he or she begins to serve a sentence of imprisonment, whether or not any portion has been suspended, imposed without the option of a fine—(i)in Zimbabwe, in respect of an offence; or(ii)outside Zimbabwe, in respect of conduct which, if committed in Zimbabwe, would have constituted an offence;(c)if he or she becomes disqualified in terms of paragraph 1(1) or (2) to hold office as a member; or(d)if he or she is required in terms of subparagraph (2) or (3) to vacate his or her office as a member.(2)The Minister may require an appointed member to vacate his or her office if—(a)the member has been guilty of conduct which renders him or her unsuitable to continue to hold office as a member; or(b)the member has failed to comply with any condition of his or her office fixed in terms of paragraph 2; or(c)the member has ceased to possess any qualification by reason of which he or she was appointed; or(d)the member is mentally or physically incapable of efficiently performing his or her duties as a member; or(e)the member contravenes paragraph 11; or(f)the member or his or her spouse engages in any occupation, service or employment, or holds any asset, which in the Minister’s opinion is inconsistent with his or her duties as a member.(3)The Minister, on the recommendation of the Board, may require an appointed member to vacate his or her office if the Minister is satisfied that the member has been absent without the consent of the chairperson of the Board from three consecutive meetings of the Board, of which he or she has been given at least seven days’ notice, and that there was no just cause for the member’s absence.4. Suspension of members
The Minister—(a)may suspend from office a member against whom criminal proceedings are instituted for an offence involving dishonesty; and(b)shall suspend from office a member who has been sentenced by a court to imprisonment without the option of a fine, whether or not any portion has been suspended, pending determination of the question whether the member is to vacate his or her office;and, whilst that member is so suspended, he or she shall not carry out any duties or be entitled to any remuneration or allowances as a member.5. Dismissal of Board
(1)Subject to subparagraph (2), if the Minister considers that—(a)the Board has contravened this Act or any other law and has failed to rectify the contravention within a reasonable time after being required to do so by the Minister; or(b)the Board has failed to comply with a direction in terms of section 25; or(c)whether through disagreements amongst its members or otherwise, the Board is unable to carry out any of its functions in terms of this Act;and that it is in the national interest to do so, the Minister may, by written notice to the chairperson and Commissioner-General, dismiss all the appointed members, and their offices shall become vacant as soon as the Commissioner-General receives the notice.(2)Before dismissing all the appointed members, the Minister shall consult the President and act in accordance with any directions the President may give him or her.6. Filling of vacancies on Board
(1)Subject to this Schedule, within three months after an appointed member’s death or vacation of office in terms of paragraph 3, the Minister shall appoint a person to fill the vacancy.(2)Within one month after dismissing all the appointed members in terms of paragraph 5, the Minister shall, subject to this Schedule, appoint persons to fill the vacancies.7. Chairperson and vice-chairperson of Board
(1)The Minister shall designate one of the appointed members to be chairperson of the Board.(2)At its first meeting, the Board shall elect an appointed member, other than the chairperson, to be vice-chairperson of the Board.(3)The chairperson and vice-chairperson of the Board may at any time, by written notice to—(a)the Minister, in the case of the chairperson;(b)the Commissioner, in the case of the vice-chairperson; resign their offices as such.(4)Within three months after being notified of a vacancy in the office of—(a)chairperson of the Board, the Minister shall appoint another member to fill the vacancy;(b)vice-chairperson of the Board, the Board shall elect another member to fill the vacancy.(5)The vice-chairperson shall perform the functions of the chairperson whenever the chairperson is unable to perform them or the office of chairperson is vacant.8. Meetings and procedure of Board
(1)The Board shall hold its first meeting on a date and place fixed by the Minister, and thereafter shall meet for the dispatch of business and adjourn, close and otherwise regulate its meetings and procedure as it thinks fit:Provided that the Board shall meet at least four times in each financial year.(2)The chairperson of the Board—(a)may convene a special meeting of the Board at any time; and(b)shall convene a special meeting of the Board on the written request of the Minister or not fewer than two members, which meeting shall be convened for a date not sooner than seven days and not later than thirty days after the chairperson’s receipt of the request.(3)Written notice of a special meeting convened in terms of subparagraph (2) shall be sent to each member not later than forty-eight hours before the meeting and shall specify the business for which the meeting has been convened.(4)No business shall be discussed at a special meeting convened in terms of subparagraph (2) other than—(a)such business as may be determined by the chairperson of the Board, where he or she convened the meeting in terms of subparagraph (2)(a); or(b)the business specified in the request for the meeting, where the chairperson of the Board convened the meeting in terms of subparagraph (2)(b).(5)The chairperson of the Board or, in his or her absence, the vice-chairperson shall preside at all meetings of the Board:Provided that, if the chairperson and vice-chairperson are both absent from any meeting of the Board, the members present may elect one of their number to preside at that meeting as chairperson.(6)Six members shall form a quorum at any meeting of the Board.(7)Subject to subparagraph (12), anything authorised or required to be done by the Board may be decided by a majority vote at any meeting of the Board at which a quorum is present.(8)With the Board’s approval, the chairperson of the Board may invite any person to attend a meeting of the Board or of a committee, where the chairperson considers that the person has special knowledge or experience in any matter to be considered by the Board or the committee, as the case may be, at that meeting.(9)A person invited to attend a meeting of the Board or of a committee may take part in the proceedings of the Board or the committee as if he or she were a member thereof, but shall not have a vote on any question before the Board or committee, as the case may be.(10)Subject to subparagraph (11) and to paragraph 11, at all meetings of the Board each member present shall have one vote on any question before the Board and, in the event of an equality of votes, the person presiding at the meeting shall have a casting vote in addition to a deliberative vote.(11)The Commissioner-General shall not take part in the discussion of, and shall not vote on, any question before the Board which involves his or her tenure of office or conditions of service.(12)Any proposal circulated among all members and agreed to in writing by a majority of them shall have the same effect as a resolution passed by a duly constituted meeting of the Board and shall be incorporated into the minutes of the next succeeding meeting of the Board:Provided that, if a member requires that such a proposal be placed before a meeting of the Board, this subparagraph shall not apply to the proposal.9. Committees of Board
(1)For the better exercise of its functions, the Board may establish one or more committees in which the Board may vest such of its functions as it considers appropriate:Provided that the vesting of any function in a committee shall not divest the Board of that function, and the Board may amend or rescind any decision of the committee in the exercise of that function.(2)On the establishment of a committee in terms of subparagraph (1), the Board—(a)shall appoint at least one member of the Board as a member of the committee, and that member or one of those members, as the case may be, shall be chairperson of the committee; and(b)may appoint as members of the committee, on such terms and conditions as the Board may fix, persons who are not members of the Board.(3)Meetings of a committee may be convened at any time and at any place by the chairperson of the Board or the chairperson of the committee.(4)Subject to subparagraph (3) and to paragraphs 11 and 12, the procedure to be followed at any meeting of a committee and the quorum at any such meeting shall be as fixed by the Board.10. Remuneration and allowances of members of Board and committees
Members of the Board and of committees shall be paid—(a)such remuneration, if any; and(b)such allowances to meet reasonable expenses incurred by them in connection with the business of the Board or the committee concerned, as the case may be;as the Board may fix with the approval of the Minister.11. Members of Board and committees to disclose certain connections and interests
(1)In this section—“relative”, in relation to a member of the Board or a committee, means the member’s spouse, child, parent, brother or sister.(2)Subject to subparagraph (4)—(a)if a member of the Board or of a committee—(i)knowingly acquires or holds a direct or indirect pecuniary interest in any matter that is under consideration by the Board or committee; or(ii)owns any property or has a right in property or a direct or indirect pecuniary interest in a company or association of persons which results in the member’s private interests coming or appearing to come into conflict with his or her functions as a member; or(iii)knows or has reason to believe that a relative of his or her—(A)has acquired or holds a direct or indirect pecuniary interest in any matter that is under consideration by the Board or the committee; or(B)owns any property or has a right in property or a direct or indirect pecuniary interest in a company or association of persons which results in the member’s private interests coming or appearing to come into conflict with his or her functions as a member;or(b)if for any reason the private interests of a member of the Board or a committee come into conflict with his or her functions as a member;the member shall forthwith disclose the fact to the Board or the committee, as the case may be.(3)A member referred to in subparagraph (2) shall take no part in the consideration or discussion of, or vote on, any question before the Board or the committee, as the case may be, which relates to any property, right or interest referred to in that subparagraph.(4)Nothing in this section shall be taken to prevent members of the Board or of a committee of the Board from taking part in the consideration of, or voting on, any matter that affects members generally in their capacity as persons liable to pay revenue.(5)Any person who contravenes subparagraph (2) or (3) shall be guilty of an offence and liable to a fine not exceeding level six or to imprisonment for a period not exceeding three months or to both such fine and such imprisonment.12. Minutes of proceedings of Board and committees
(1)The Board shall cause minutes of all proceedings of and decisions taken at every meeting of the Board and of every committee to be entered in books kept for the purpose.(2)Any minutes which purport to be signed by the person presiding at the meeting to which the minutes relate or by the person presiding at the next following meeting of the Board or the committee concerned, as the case may be, shall be accepted for all purposes as prima facie evidence of the proceedings and decisions taken at the meeting concerned.13. Validity of decisions and acts of Board and committees
No decision or act of the Board or a committee or act that is authorised by the Board or a committee shall be invalid solely because there was a vacancy in the membership of the Board or the committee or because a disqualified person purported to act as a member of the Board or the committee, as the case may be, at the time the decision was taken or the act was done or authorized.14. Execution of contracts and instruments by Authority
An agreement, contract or instrument approved by the Board may be entered into or executed on the Authority’s behalf by any person generally or specially authorised by the Board for that purpose.