National Investment Board Act no. 11 of 2022

12. Secretariat 13, Executive-Director

14. Functions of the Executive-Director #15. Removal or suspension of Executive Director 16, Deputy Executive -Director

17. Functions of the Deputy Executive Director

18. Removal or suspension of Deputy Executive -Director 19, Directorates

20. Business Facilitation Directorate

21. Public Private Partnership Directorate

22. Investment and Export Promotion Directorate

23. Corporate Affairs Directorate 24, Other staff 2022 No. it The National Investment Board Act Secondment of public officers Experts etc Provincial offices RESOURCES PARTIV-INCENTIVES AND SCARCE Cooperation with other agencies

29. Scarce resources

30. Incentive for special investment

31. Qualification for incentives

32. Priority areas Certification of incentives

34. Obligations of an investor PART V-PROTECTION OF INVESTORS

35. Protection of investment Transfer of funds

37. Settlement of disputes NS PART VI-FINANCIAL PROV iSIO

38. Funds of the Board

39. Annual budget Power to operate bank accounts Al. Books of account 42, Financial year of Board

43. Annual report Financial principles PART VIL-OFFENCES

45. Disclosure of info rmat ion False information

47. Disclosure of official secrecy IONS PART VIL-MISCELLANEOUS PROVIS Regulations

49. Amendment of Act no 11 of 2014 Amendment of Act No 5 of 2009

51. Amendment of Act No 18 of 2007

52. Repeal and savings

53. Transitional provisions Sicnep this 4th day of July, 2022. DR. JULTUS MAADA BIO, President. No. 11 2022 Sierra Leone The National Investment Board Act, 2022 Short title. Being an Act to establish an investment board to promote investment opportunities, to act as a facilitating body and assist investors to obtain facilities relating to their business enterprises and generally to improve the investment climate of Sierra Leone { Date of com- mencement. Enactep by the President and Members of Parliament in this present Parliament assembled. rd Act 2022 The National Investment Boa 2 No. 11 PART I-— PRELIMINARY es- context otherwise requir

1. In this Act, unless the Interpretation. National Investmen t Board "Board" means the section 3, established under carried means an investment "domestic investment" out by- | Sierra who is a citizen of (a) 4 natural person Leone; orated under the law s of (b) a company incorpwhi ch the maj ori ty of the Sierra Leone in citizens of Sierra Leone, shares are held by controlling interest a partnership in whichwhothe Is 4 citizen of Sierra (c) : owned by a person eone 5 er of the "Compulsory Acquis ition" means the pow and interests e pri vat e rig hts Government to acqtuirthe consen t of its ow ners,as in pope withou 21 of the 199 1 Con sit ution provided for in Section of Sierra Leone. on” means any inform ation or “Confidential Informorati could have com mer cia l value, is material that has de secrect, is not in sed. the public proprietary, is a tra hor ize d to be dis clo domain or is not aut fessionally ion" means the pro an interest, "Adequate Compensat of ied market value assessed and certif ertaking. right, property and und sion to "Incentives" mean s payments or cont,cesincluding OF invest men stimulate greater output ive, financ ial incentive and fiscal and tax incent infrastructure or mechanism subsidies , sub sid i or system. as ns the person appointed “Executive Director" mea under sec tio n 13; Executive - Director an investment carried investrnents" means "forei out by- rra is nota citizen of Sie {a) a natural person who Leone; a company incorpora ted under the laws of (b) than Sierra Leone; any country other No. if The National Investment Board Act 2022 (c) a company incorporated under the laws of Sierra Leone in which the majority of the shareholders are not citizens of Sierra Leone; (d) apartnership in which the controlling interest is owned by a person who is not a citizen of Sierra Leone ; "Investment" means the creation or acquisition of business, assets, and services with a view to generate higher value and profit and includes the ae restructuring or ilitation of an existing business enterprise; “Investor™ means an individual or legal entity engaged in the business of value adding, manufacturing and other business activities; Minister" means the Minster responsiblie for Finance "Member" means a member of the National Investment Board referred to under section 5 “one stop shop" means an office, entity or digital platform where multiple services are offered; "Qualified Sierra Leonean" means: {a) a natural person who is a citizen of Sierra Leone; (b) Ora canipaty incorporated under the laws of Sierra Leone in which the majority of the shares are held by citizens of Sierra 4 (c) A partnership in which the controlling interest is owned by a person who is a citizen of Sierra Leone that is trained , certifed licensed, recognized and experience -to perform a particular function/s required by the Board; “scarce resources" means non-renewable resources or resources renewable over a long period of time and whose utilisation is restricted or controlled and includes investments in mining, pee ee exploration and production , fishing, forestry and tourism

2. This Act shall not apply to investment relating to - Application of the Act . Act 2022 No. ll The National Investment Board 4 substances: (a) narcotic drugs and psychotropic military ,para- (b) wears and accoutrements of the services, customs military, police, correctional ad nal ae or department and imm igr ati on t as pros crib ed by the any other investmen law VESIM ENT THESTABLISHM ENTOFTHE NATDNAL PART BOARD ; a bod y to be known as Establisdhmen t 3. (1) There is hereby established . ‘ d. of Boar the National Investment Boar corporate with perpetual (2) The Board shall be a body ose of property, ire , hold and disp succession and power to acqu sue and be ble , enter into contracts, whether movable or immova gs which subject to this Act do all thin sued in its corporate name and do; a body corporate may lawfully of common Seal the affixing Common 4, (i) The Board shall have a the signatures of - seal. which shall be authenticated by an; and (a) the Chairman or Vice Chairm the Executive Director or other officer (b) purpose. authorised by the Board for that g to be an instrument (2) Every document purportin lf of the Board and to be sealed with executed or issued by or on beha in of the Boa rd aut henticated in the manner stated the common seal out to be so executed or issued with subsection (1) shall be deemed is proved. further proof unless the contrary seal may be affixed to (3) In appropriate cases the ne. documents outside Sierra Leo following members - Board 5. The Board shall consist of the bers. mepipess (a) the President who shall be the Chairman; be the Vice (b) the Vice-President who shall Chairman; (c) the Chief Minister; No. Li The National Investment Board Act 2022 (d) the Minister responsible for foreign affairs and international development (ec) the Minister responsible for finance; () the Minister responsible for mines; (g) the Attorney-General and Minister of Justice; (h) the Minister responsible for trade and industry; (i) the Minister responsible for planning and Economic development; (ij) the Minister responsible for Lands; {k) Governor of the Central Bank; () the Executive Director; and (m) any other person co-opted by the President from the private and public sector as and when necessary

6. (1) The Secretary to the Board shall be the Executivepare to Director appointed under section 13. (2) The Secretary to the Board shall perform the following functions- : (a) convene Board meetings on the advice of the Chairman; (b) record and distribute minutes of all proceedings of the Board; {c) prepare and distribute agenda for Board meetings; National Investment Board Act 2022 6 No. if The @) keep the minutes and other records of the Board; (e) have custody of the seal; and (f) carry out other functions as the Board may assign to him d to (3) The Secretary to the Board shail not be entitle vote in any deliberation of the Board. Functions of 7. (1) The Board shall be the highest policy making body ‘the Board on investment in Sierra Leone. (2) Notwithstanding the generality of subsection (1)the Board shall be responsible for the following- plan {@) determine the strategic vision and the on of action on investment and follow up their implementation; (b) determine the strategic investment policy direction of the country (c) serve as a clearing house for all investment proposals and approvals @) approve the internal rules and regulations of the National Investment Board; () approve the annual budget proposal before it is transmitted to relevant authorities. @) evaluate the performance of the Secretariat in accordance with the plan of action and the budget; No. 11 The National Investment Board Act 2022 (g) approve the activity and financial reports of the previous year; th) épprove guidelines and priority areas of invesim ent; () prom of , facilitate and strasm line conclusion and im plem enwation of public private parinership agreem ents: 0) approve, m odify or reject public private partnership proposals, public private parnership agreem ents and requests for negotiations; &) enoourage and prom ote the develbpm entof agricultural production and other activities oriented tow ards exports: Q prom ote both locally and intemationally opporiunitiss for invesim entin Sierra Leone; fn) approve trade m issions: (n) appoint and dism iss senior kvel personnel of the Secretariat; and do such things as m ay be law fully done achieve its objectives and perform its functions under thisA ct. M ake and im plem ent policies tp reserve sections and areasof invesim ent forSiena Leoneans ‘> promote local content and © create opportunity for citizens of Siera Leone.

8. (1) The Board shall meet every three months at a Meetings of minimum for the dispatch of its business at such time and place as the Board . the Chairman may determine. (2) The Chairman shall summon emergency meetings as and when the need arises 2022 No. 11 The National Investment Board Act ng of the (3) The Chairman shall preside at every meeti Chairman shall preside. Board if present and in his absence the Vice Vice Chairman (4) In the absence of the Chairman and nt shall elect a Member to under subsection (2) the Members prese preside. in the case of (5) Each Member shall have one vote and n presiding shall have equality of votes the Chairman or other perso a casting vote. by the Board at (6) Any question failed to be determined ity of the votes of the any of its meetings shall be decided by a major Members present. to attend and (7) The Board may co-opt any person the Board on any matter provide technical assistance or advice to on any issue for decision but such person shall not be entitled to vote by the Board. thirds of Board (8) The quorum ofa meeting shall be two Chairman. Members including the Chairman or Vice its meetings to (9) The Board shall cause minutes of all Secretary to the Board and be taken and signed by the Chairman and kept in a proper form. ate its own (10) Subject to this Act the Board shall regul proceedings. functions Committees 9. (1) The Board may for the discharge of its Of Board perform such functions as the appoint one or more Committees to Board may determine. (1) there (2) Notwithstanding the generality of subsection ry Comm itte e is hereby established a Disciplina ers or co-opted- (3) A Committee shall consist of Memb d may dete rmin e. members or both as the Boar No. U1 The National Investment Board Act 2022 9

10. (1) A Member who has any interest whether direct or Disclosure of indirect in any matter being considered by the Board shall disclose interest. the nature of his interest to the Board and such disclosiire 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, (2) A Member of the Bédard who contravenes subsection (1) shall be guilty of misconduct and shall be removed from the Board. (3) In the event that the National Investrnent Board suffers financial loss as a result of a Member’s failure to disclose any such interest, the Member shall compensate the National Investment Board for the loss suffered as prescribed by the Board. fi. No Member shall be personally liable for any debt or Liability of obligation of the Board emanating from transactions expressly done Members in the exercise of his functions under this Act. PART II-THE SECRETARIAT

12. (1) The Board shall have a Secretariat consisting of an Secretariat. Executive Director, Deputy Executive - Director and other officers as may be required for the efficient performance of its functions under this Act. (2) The Secretariat shall be responsible for the following- (a) promete, encourage, attract, facilitate, monitor, and evaluate all forms of Investments and business activities in Sierra Leone; {b) recommend to the Board, for approval after thorough evaluation of projects that are appropriate for Investment; (c) strategies to attract foreign and domestic investments; (d) initiate and support measures that will enhance the investment climate in Sierra Leone for both domestic and foreign investment; No. 11 National Investment Board Act 2022 10 The participate in ) initiate , organise and promotional activities such as exhibitions, conferences and seminars for the stimulation of investments; Cy collect, collate, analyse and disseminate investment opportunities and sources of investment capital, incentives available to Investors and the investment climate ; advise upon request the availability , choice or suitability of parmers in joint business ventures or projects ; registering , monitoring and keeping records of all investment projects in Sierra Leone; register and keep records of all technology transfer agreements; a identify specific projects and prepare project profiles on investments and joint venture opportunities and attract interested investors for participation in the project; ) invite proposals from investors on a competitive basis for projects approved by the Board; negotiate and or enter into agreement with investors based on conditions approved by the Board; {m) sign all Memoranda of Understanding for investment; (n) monitor the implementation of projects and solve problems; No. 11 The National Investment Board Act 2022 il (0) serve as a one stop shop for all investment related matters; {p) initiate , organise and lead all public -private dialogue relating to investment (q) perform any other functions necessary for the attainment of the objects of the Board,

13. (1) The Board shall have an Executive Director who be appointed by the President subject to parliamentary approvalshall , Executive Director. (2) The Executive Director shall be a Sierra Leonean with- (a) formal qualification in any profession relevant to the functions of the Board; and (6) proven abilities in matters relating and pertaining to international trade regimes, foreign direct investment, economics or public policy and International political Economy. (c) at least a Master’s Degree in Business Management, Economics, Public Administration, Public Policy, Law, International relations, Finance or other related fields from a recognized University and with at least ten (10) years work experience, (3) The Executive Director shail be appointed on such terms and conditions as may be specified in his appointment letter,

14. The Executive- Director shall be the head of the Secretariat Functions and shall carry out the following functions- of the Executive * Director (a) implement the Board's decisions ; (b) control and manage of the day-to-day business of the Board; (c) oversee the employment and+ supervision of staff: (d) lead the implementation of work programmes; (e) prepare regular work programme and reports for the Board; 2022 No. 11 The National Investment Board Act (® facilitate pre-feasibility and feasibility studies for investment; or's (g) monitor the progress of an invest enterprise (h) develop and prepare appropriate plans for the promotion of suitable investment strategies ; conduct research into critical i) investment related areas @) prepare regular status update on all investment proposals; &) facilitate the registration of domestic and foreign investments; the coordination and ® facilitate cooperation between public and private investors on investment matters; (m) recommend trade missions to the Board for its approval; (n) manage, property and business of the Board; (0) facilitate investors to secure licences; authorisations , approvals and permits; (p) carrying out other functions as the Board may assign. No. 11 The National Investment Board Act 2022 B

1S. (1) The Executive - Director shall be removed from office Removal or by the Board for any of the following reasons - Suspension Of executive Director (a) inability to perform the functions of his office due to negligence or infirmity of mind or body; (b) proven misconduct: (c) if he becomes bankrupt or insolvent; (d) if he is convicted and sentenced for an offence involving fraud or dishonesty; (e) ifhe fails to attend 3 consecutive meetings of the Board without reasonable excuse or () if he resigns from office by forwarding a written notice to the Chairman. (2) Where the actions of the Executive Director amounts io his removal the Board shall suspend the Executive Director and the Disciplinary Committee referred to under subsection (2) of section 9 shall enquire into the matter, (3) The Disciplinary Committee shall submit a report at the end of its enquiry containing its recommendation on whether the Executive Director should or should not be removed.

16. (1) There shall be a Deputy Executive -Director who shall Deputy be appointed by the Board Executive Director (2) The Deputy Executive Director shall be a Sierra Leonean with- (a) formal qualification in any profession relevant to the functions of the Board; and National Investment Board Act 2022 14 No. it The (b) proven abilities in matters relating and pertaining to international trade regime, foreign direct investment, economics or public policy and International political Economy. (c) at least a Master’s Degree in Business Management, Economics, Public Administration, Public Policy, Law, International relations, Financ e or other related fields from a recognized University and with at least ten (10) years work experience. on (3) The Deputy Executive Director shall be appointed ed in his appoin tment such terms and conditions as may be specifi letter. al Functions of 17. The Deputy Executive Director shall be the princip Executive Director and shall act in the absence of the Deputy assistant: to the s Executive Director Executive-Director. 7 F ‘ al or at Removnsioe cuipe 18. Secti:on 15 shall apply to the Deputy Executive Director. Deputy Executive- Director Directorates 19. (1) Subject to the approval of the Board the Executive - the efficient Director shall create Directorates as is necessary for discharge of the functions of the Board. (2) Each Directorate shail be headed by a Director. (3) Notwithstanding the generality of subsection (1) there is hereby established the following Directorates- (a) Business Facilitation Directorate; (b) Public Private Partnership Directorate; (c) Investment and Export Promotion Directorate; and (d) Corporate Affairs Directorate No. {1 The National Investment Board Act 2022 15

20. (1) The Business Facilitation Directorate shall set up a Business one stop shop centre responsible for facilitating the setting up of Facilitation Directorate enterprises and providing support and information that enterprises may require to start and operate their business (2) Notwithstanding the generality of subsection (1) the Business Facilitation Directorate shall be responsible for the following- G) The Business Facilitation Directorate shall be responsible for administering the Registration of Business Act 2007 (a) receive and transmit applications required by any ministry, department or agency for the following- @ registration Gi} ~—s permit; (iii) licence; (iv) authorisation (v) clearance (b) ensure that each application referred to under paragraph (a) is expeditiously processed by the relevant ministry, department or agency.

21. (1) The Public Private Partnership Directorate shall be Public Private Partnership responsible for administering the Public Private Partnership Act 2014. Directorate (2) Notwithstanding the generality of subsection (1) the Public Private Partnership Directorate shall be responsible for the following - (a) develop technical and best practice guidelines in relation to public private partnership agreements; * (b) provide assistance to contracting authorities; (c) provide training for contracting authorities; 16 No. 11 The National Investment Board Act 2022 (d) analyze and make recommendations on public private partnership project proposals and feasibility studies submitted by contracting authorities ; (e) analyze and make recommendations on public private partnership agreements; (f) monitor all on going public private partnership projects managed by contracting authorities and provide advice and support to contracting authorities; ensure that each contracting authority develops and implements a public awareness strategy; provide annual report for the consideration of the Board; provide emergency reports as required by the Board regarding the management by a contracting authority of any public private partnership project under stress; ) prepare when appropriate standardised terms of reference for consultants engaged by contracting authorities, standardised bidding documents for selection of the private partner in the public private partnership agreement and standard public private partnership provisions in agreements; (k) perform due diligence exercises on the potential private partners in the public private partnership agreements projects as appropriate; and ) perform any other functions assigned by the Executive Director. No. if The National Investment Board Act 2022 17 22, (1) The Investment and Export Promotion Directorate Investment shall be responsible for the promotion of investment and and Export export . promotion Directorate (2) Notwithstanding the generality of subsection (1) the Investment and Export Promotion Directorate shall be responsible for the following - (a) facilitate export oriented operations of small scale producers and man- ufacturers; (b) serve as the focal point for raising awareness on the importance of export and for developing appropriate export Strategies; (c) provide exporters with marketing advisory services and assist them in developing marketing plans for entering or expanding their business into foreign markets; iC) undertake an advocacy role for exporters in their relations with Government and other bodies or organisations; () assist exporters in identifying opportunities for appropriate technical assistance from regional and international bodies and organisations; (f) identify potential investors with a view to encourage them to invest in agriculture and other sectors of th¢ economy; National Investment Board Act 2022 18 No. il The (g) collect, collate, analyse and disseminate in user friendly and accessible formats information about investment opportunities in the economy and priority sectors in Sierra Leone; (h) facilitate co-ordination and cooperation between the public and private sectors in matters relating to investments; carry out research on invesiments, export and other related activities; ® support the development of sector associations; &) collecting , collating . analysing and disseminating user friendly and accessible information on investment opportunities; Q carrying out research on investments, exports, and other related activities; (m) performing any other function as may be assigned by the Executive-Director- be responsible Corporate 23. (1) The Corporate Affairs Directorate shall Affairs Directorate for administering the Companies Act 2009. tion (1) the (2) Notwithstanding the generality of subsec sible for the following Corporate Affairs Directorate shall be respon regulate and supervise the in- (a) corporation and registration of companies; and (b) perform any other functions as may be assigned by the Executive Director No. 11 The National Investment Board Act 2022 = 19 24, Subject to the approval of the Board the Executive Director oa shall appoint other staffas may be required for the efficient * performance of the functions of the Board. =

25. (1) Public officers with the requisite skills relevant to the eee National Investment Board may at the request of the Secretariat be athens seconded or otherwise render assistance to the Secretariat with the approval of the Board. (2) The Board may request the withdrawal of a seconded officer who is unable to carry out assigned functions in the manner satisfactory to the Board. 26, (1) The Executive Director, with the approval of the Board Experts etc may engage the services of experts or advisors to support the work of the Secretariat. (2) During the process of engaging the expert or advisor priority shall be given to qualified Sierra Leoneans.

27. Subject to the avail of abili funds ,ty the Board shall establish Provincial ‘ ake offices in each provincia l headquarter town. Offices . PART IV-INCENTIVES AND SCARCE RESOURCES

28. (1) Government ministries, departments and agencies Cooperation performing functions relating to the establishment of any investment pal ig in Sierra Leone shall cooperate with the Board . (2) The Government ministries, departments and agencies referred to under subsection (1) includes the following - (a) Sierra Leone Standards Bureau; (b) Immigration Department; (c) Electricity Distribution and Supply Agency; (d) Ministry responsible for works: No. il The National Investment Board Act 2022 €) National Social Security and Insurance Trust Fund ; () Ministry responsible for local government (g) National Revenue Authority . (h) - Sierra Leone Local Content Agency @ Ministry of Labour 0) National Minerals Agency (K) any other ministry , department or agency as may be determined by the Board G) The ministries , departments and agencies referred to under subsection (2) shall sign agreements with the Board defining the service commitments and maximum delivery timelines for the services they offer to investors. Scarce 29. (1) The Board may permit investment in scarce. resources resources in accordance with the relevant laws relating to such TesOUrces . (2) Where a limited number of investors are allowed to exploit a scarce resource the Board shall work closely with the relevant ministry, agency or department concerned to ascertain - (a) the location and nature of opportunities; (b) the number of business enterprises which can be registered to exploit the scare resources in an optimal manner; (c) the conditions to be imposed on an investor who is operating at a given location including the protection of the environment; and (d) the mechanism to be used by the Board in selecting the investor for each available opportunity. No, 11 The National Investment Board Act 2022 21

30. For the purpose of promoting identified strategic or major pa for investinent, the Board shall in addition to existing laws offer incentives ; Seed es to promote investment in Sierra Leone .

31. (1) An investor who in addition to the qualification set Qualification out in any other law meets the requirements for incentives set out in — subsection (2)and commences operations after the commencement of this Act shall qualify for incentives, (2) The requirements for incentives referred to under subsection (1) shall be as follows- {a) meeting the minimum investment threshold for the investment set by the Board; (b) engaging in any of the priority areas set out by the Board; (c) contributing to tax revenue or other government revenue; (d) adopting of value addition in the processing of local, natural and agricultural resources; (e) any other incentive required by law; and (f) any other factor the Board considers beneficial to Sierra Leone

32. The Secretariat shall, in consultation with the Board, issue Priority areas guidelines and specify priority areas for investment.

33. (1) The Board shall issue a certificate of incentives to an Certificate of investor who has been given an incentive, Incentives (2) The certificate shall indicate in details particulars of the incentives given to the investor. Act 2022 No. il The National Investment Board 2 INVESTORS PART V-PROTECTION OF the terms and conditions of Obligations 34, In addition to complying with l of An his licence an Investor shal Investor laws of Sierra (a) observe and adhere to the Leone; ordance with (b) implement his proposals in acc ted with his the business plan submit application for a licence; l and accounting (©) properly keep financia submit a copy records of the Investment and to the Board of a certified financial report ceding financial within 3 months after the pre year; rations of the @) keep data relating to ope period of 7 years; investment enterprise for a prescribed by a ) respond within the period fro m the Board in written notice to any query s of the investment connection with operation enterprise; of accounts to ) periodically avail the books ati on ; the body responsible for tax administrati on and file (g) register with the tax even in cases of entitleme nt timely tax returns to tax exemption; or its employee or agents (h) permit the Board r the operation of the to monito access business enterprise. No. if The National Investment Board Act 2022 23

35. (1) An Investor's interest or right over any property or Protection of undertaking forming part of his enterprise, shall not be compuls orily Mvestment acquired except in accordance with the Constitution. ~< (2) Where an Investor's interest or right over any property or undertaking forming part of his enterprise is compulsorily acquired the following provisions shall apply- (a) prompt payment of fair and adequate compensation shall be made prior to the compulsory acquisition of the property; (b) the compensation paid to the investor shall be transferable out of Sierra Leone but shall be subject to any exchange control restrictions under the Bank of Sierra Leone Act; and (c) a person who has a right or interest over the property has a right to take legal action in any court of law in respect of any matter arising out of the compulsory acquisition of the property; (3) This section shall not be deemed to exempt an Investo r from any other law.

36. An investor shall be allowed to transfer the following funds Transfer of relating to his investment through official channels in any convertible Funds. currency- {a) dividends or profits (net of taxes) attributable to the investment; (6) payment in respect of loan servicing where it is ascertained by due diligence that a loan has been obtained: and (c) proceeds from a sale or liquidation of the enterprise and any interest. The National Investment Board Act 2022 24 No. 11 Settlement 37. (1) Where a dispute arises between an investor and the , all of disputes Board in respect of the investor's registered business enterprise efforts shall be made to settle the dispute through negotiations for an amicable settlement . (2) Where the parties are unable to reach an amicable settlement through negotiation, they shall proceed to the courts in Sierra Leone for adjudication (3) A party to a dispute shall not take the dispute out of the Sierra Leone jurisdiction unless it has been adjudicated by a competent court within the jurisdiction (4) A dispute not settled through the processes outlined in under subsections (1) and (2) may be submitted to arbitration accordance with the following methods as may be mutually agreed by both parties- (a) procedures for arbitration provided under the law relating to arbitration : (b) rules of procedure for arbitration of the International Centre for the Settlement of Investment Disputes; (c) within the framework of any bilateral or multilateral agreement or investment protection to which the Government and tiie country the investor is from are parties to the agreement (5) The investment approval granted to the investor may specify the mode of arbitration to be resorted to in the case of a dispute relating to the business enterprise and the specification shall the constitute the consent of the Board or respective agents and Investor to submit to the mode and forum of arbitration (6) Where the parties to a dispute do not agree on the mode or forum of arbitration, the aggrieved party - No. IL The National Investment Board Act 2022 (a) whose property is compulsorily acquired , (b) who is not satisfied with the amount of compensation payable or () who is not satisfied with any other matter relating to the business interest may apply to the High Court for the determination of any of the following - @ his interest or right; Gi) the legality of the compulsory acquisition (iii) ithe amount of compensation he is entitled to and the prompt payment of that compensation (iv) any other matter in dispute relating to the business enterprise. PART VI-FINANCIAL PROVISIONS

38. (1) The funds of the Beard shall consist of the Funds of the following - Board . {a) monies appropriated by Parliament for the purposes of the Board; and (b) any. other money or assets received by or made available to the Board for the purpose of performing its functions under this Act

39. (1) The Board shall in accordance with the Public Financial Annual Management Act 2016 prepare and submit to the Financial Secretary Budget for his approval estimates of income and expenditure of the Board and the operating plan for the next financial year. No. 11 The National Investment Board Act 2022 (2) The Secretariat shall not incur any expenditure exceeding its budget without the written approval of the Board. Power to 40. (1) The Board may open and maintain bank accounts operate that are necessary for the performance of the function of the Board. bank accounts (2) Monies received on account of the Board shall be deposited in the Board's account as soon as practicable after receipt of the money Books of 41. 1} The Board shall keep proper books of account and account . other records in relation to the activities , property and finances of the Board ina form approved by the Auditor-General and shall prepare in respect of each financial year of the Board a financial statement which shall include- (a) balance sheet accounts; (b) income and expenditure accounts; (c) source and application of funds; and (d) financial estimates, particularly of the amount ofrevenue to be collected in the ensuing year (2) The accounts of the Board kept under subsection (1) shall be audited by the Auditor General or any auditor appointed by him. (3) For the purposes of subsection (2) the Auditor- General or the auditor appointed by him shall be entitled to have access to all books of account, vouchers and other financial records of the Board and to require any information and explanation as he may think fit. (4) The Board shall provide the Auditor-General or the auditor appointed by him with all necessary and appropriate facilities for the examination of the accounts and records of the Board. No. if The National Investment Board Act 2022 77 (5) The Auditor -General or the auditor appointed by him shall submit to the Board a report on the audited accounts and the financial statement referred to in subsection (1) and shall ia his report draw attention to - (a) irregularities in the accounts; (b) matters that‘are likely to adversely affect the operations of the Board; and (c) other matters which in his opinion ought to be brought to the notice of the Board.

42. The financial year of the Board shall be the same as the Financial financial year of the Government. year of Board

43. (i) The Secretariat shall within 3 months after the endof Annual cach financial year submit to the Board for approval an annual report report. of the activities , undertakings, properties and finances of the Board for that year. (2) An annual report shall include a copy of the audited accounts of the Board together with the audit report. () Not later than 3 months after the year to which the report relates the minister responsible for finance shall lay the approved report before Parliament. (4) Every year the Secretariat shall submit to the Board a statement of its activities in the pending financial year, indicating- (a) any problems experienced by it in that year in carrying out its functions ; (b) recommendations for solving problems referred to in paragraph (a):and (c) other information requested by the Board No. ll The National Investment Board Act 2022 28 Financial 44. The Board shall in the performance of its functions under Principles this Act have due regard to sound financial principles and shall conduct its business in such a manner that taking one transaction with another and taking one year with another - (a) its revenue is enough for meeting all charges including interest on capital and loans properly chargeable to revenue account, (b) enough provision is made to provide for depreciation of assets; and (c) where any loss or bad debt arises in respect of any transaction, provision is made in respect of other transactions , whether of similar nature or otherwise , to offset the amount of that loss or debt, PART VI-OFFENCES Disclosure of 45. (1) Except as otherwise provided by law a person shall ‘not disclose any confidential information obtained by him while Information performing his duties as a Member, member ofa committee , member of staff , advisor or consultant to the Board . (2) A person who contravenes this section commits an offence and is liable on conviction to a fine not less than Two Hundred Million Leones (Le200,000,000) or imprisonment to a term not less than two years or to both the fine and imprisonment. False 46. (i) A person who- Information (a) knowingly or recklessly gives false or misleading information to the Board; (b) refuses or neglects to provide information or a service which the Board reasonably requires for the purpose of the enforcement of this Act; No. 11 The National Investment Board Act 2022 29 (c) refuses without lawful excuse, to allow an authorised officer or agent of the Board to enter his business premises; (d) obstruct authorised officers or agent conducting an inspection commits an offence and is liable on conviction to a fine not exceeding Five Hundred Million Leones (500, 000,000) or imprisonment to a term not less than 2 years or to both the fine and imprisonment. (2) Where an offence is committed by a body of persons- (a) every director or officer of the body shall be deemed to have committed the offence in the case of a body corporate other than a partnership; (b) every partner or officer of that body shall be deemed to have committed the offence in the case of a partnership.

47. Any person who in the course of his official duties transfers Disclosure of or communicates confidential information obtained from an investor etical to another person to whom he is not authorised by law or by the “““*S°Y Board to transfer or communicate such information commits an offence and is liable on conviction to a fine not less than Five Hundred Million Leones (500,000,000) or imprisonment to term not less than two (2) years or both the fine and imprisonment. PART VITI-MISCELLANEOUS PROVISIONS

48. (1) The Minister may by statutory instruments make «Regulations regulations for giving effect to the provisions of this Act. (2) Without prejudice to the generality of subsection (1) regulations made under subsection (1) may provide for the following matters- 30 No. 11 The National Investment Board Act 2022 (a) conferring upon the Executive Director such powers as may be necessary or expedient for carrying out the purposes of this Act; (b) providing that fees may be charged by the Executive Director in respect of any acts done by or before him in pursuance of any of the provisions of this Act and prescribing the amount of such fees; © prescribing forms for the purposes of this Act; (d) regulation of the registration process; (e) operation and management of the Secretariat; and @® generally, for the conduct and regulation of the provisions under this Act and of any matter incidental thereto. Amendment The Public Private Partnership Act 2014 is amended by- of Act No 11 = of 2014. (a) repealing the whole of Part IV and Part V ; and (b) deleting the words "Public Private Partnership Unit" wherever they appear and . inserting the words “National Investment Board. Amendment 50. The Companies Act 2009 is amended by - of Act No 5 of 2009 . (a) repealing sections 2 to 14; (b) deleting the words "Corporate Affairs Commission" wherever it occurs and insert in its place the words “National Investment Board. No. il The National Invesiment Board Act 2022 31

51. (1) The Registration of Business Act 2007 is amended Amendment by- of Act No. 18 of 2007. {a) deleting the words “Administrator” and “Registrar-General” wherever they appear and inserting the words “Director responsible for Business Facilitation Directorate” ; (b) replacing the definition of the word “Minister” to mean the Minister responsible for Finance ;

52. (1) The following Acts are hereby repealed- Repeal and Savings. {a) The Investment Promotion Act 2004; (b) The Sierra Leone Investment and Export Promotion Agency 2007;and (2) Notwithstanding the repeal of the Acts under subsection (1) (@) all property, assets, rights and interests of the Public Private Partnership Unit, Corporate Affairs Commission and Sierra Leone Investment and Export Promotion Agency shall be the property, assets, rights and interests of the Board; (b) all obligations and liabilities subsisting against the Public Private Parmership Unit, Corporate Affairs Commission and Sierra Leone Investment and Export Promotion Agency shall continue to subsist against the Board; (©) any order, proclamation or regulations made under the repealed or amended Acts and in existence at the commencement of this Act shall continue in existence unless revoked . (4) Where an agreement on investment was entered into before the commencement of this Act, and that agreement or arrangement would have been an investment Agreement if this Act was in operation on that date, then that agreement shall have effect as if this Act was in operation when that agreement or arrangement was entered into, and shall be deemed to have complied with this Act. No. The National Investment Board Act 2022 (5) An investment Agreement entered or amended after the commencement of this Act shall comply with this Act. (6) An investment agreement that has been initiated before the commencement of this Act, but has not been finalized on the day of commencement of this Act in all the remaining procedures shall comply with this Act. : Transitional 53. Onthecommencement of this Act - Provisions (a) all property, assets, rights and interests of the National Investment Board Secretariat under the Office of the Vice President shall be the property, assets, rights and interests of the Board; (b) all obligations and liabilities subsisting against the National Investment Board Secretariat under the Office of the Vice President shall continue to subsist against the Board; (c) any agreement or investment entered into by the National Investment Board Secretariat under the Office of the Vice President shall have effect as if this Act was in operation when that agreement or arrangement was entered into, and shall be deemed to have complied with this Act; @) employees of the National Investment Board Secretariat under the Office of the Vice President shall be transferred to the Board. No. tl The National Investment Board Act 2022 33 Passed in Parliament this 17th day of May, in the year of our Lord two thousand and Twenty Two. PARAN UMAR TARAWALLY, Clerk of Parliament. Tus PRINTED IMPRESSION has been carefully compared by me with the Bill which has passed Parliament and found by me to be a true and correct printed copy of the said Bill. PARAN UMAR TARAWALLY, Clerk of Parliament. PRINTED AND PUBLISHED BY THE GOVERNMENT PrintiInG DeparTMENT, Sierra LEONE. Gazeire No. 49o0r 14tH Jury, 2022.