Business Regulatory (Amendment) Act (No. 14 of 2018)

302 No. 14 of 2018] Business Regulatory (Amendment) Repeal and 4. The principal Act is amended by the repeal of Parts III, IV replacement and V and the substitution therefor of the following: of Parts III, IV and V PART III THE BUSINESS REGULATORY REVIEW AGENCY Establish- 12. There is established the Business Regulatory Review ment of Agency which is a body corporate with perpetual succession and a Agency common seal, capable of suing and of being sued in its corporate name, and with the power, subject to the provisions of this Act, to do all acts and things that a body corporate may, by law, do or perform. Seal of 13. (1) The seal of the Agency shall be a device that may be Agency determined by the Agency and shall be kept by the Secretary. (2) The affixing of the seal shall be authenticated by the Chairperson or the Vice-Chairperson and the Secretary or another person authorised in that behalf by a resolution of the Board. (3) A contract or instrument which, if entered into or executed by a person not being a body corporate, would not be required to be under seal, may be entered into or executed without seal on behalf of the Agency by the Secretary or any other person generally or specifically authorised by the Board in that behalf. (4) A document purporting to be a document under the seal of the Agency or issued on behalf of the Agency shall be received in evidence and shall be considered to be so executed or issued, as the case may be, without any further proof, unless the contrary is proved. Functions 14. (1) The functions of theAgency are to provide an efficient, of Agency cost-effective and accessible business licensing system. (2) Despite the generality of subsection (1), the Agency shall— (a) review a matter relating to business regulation or licensing on its own initiative or on a representation from a person or business; (b) advise Government on matters relating to business regulation and licensing; (c) issue guidelines and standards for regulatory impact assessments and public consultations to be undertaken by regulatory agencies; (d) manage and update the e-registry; (e) approve regulatory frameworks submitted under this Act; Business Regulatory (Amendment) [No. 14 of 2018 303 (f) promote more accessible and systematic public consultation strategies and develop a website portal for public interventions on issues of business regulation; (g) advise regulatory agencies on the efficient and cost effective regulation and licensing of business activities; (h) monitor and report on the activities of regulatory agencies related to business regulation, quality control and compliance with this Act; (i) determine requests for licensing of business activities by a regulatory agency; (j) design an annual action plan for the implementation of regulatory services centres and a single licensing system and oversee and coordinate the implementation of the action plan; and (k) carry out, periodically, regulatory impact assessments on business regulation and licensing. 15. (1) There is constituted the Board of the Agency which Board of comprises the following part-time members appointed by the Agency Minister: (a) a representative of the Attorney-General; (b) a representative each of the Ministries responsible for— (i) commerce; and (ii) local government; (c) a representative each of the— (i) Zambia Association of Manufacturers; and (ii) Economics Association of Zambia; and (d) one person, from the private sector, with expertise in business regulation. (2) The persons referred to in subsection (1)(a), (b) and (c) shall be nominated by their respective institutions. (3) The Minister shall appoint the Chairperson from among the members, except members appointed under subsection (1)(a) and (b). (4) The members of the Board shall elect the Vice-Chairper- son from amongst themselves. (5) A person shall not be nominated or appointed as a member of the Board if that person—

304 No. 14 of 2018] Business Regulatory (Amendment) (a) has been convicted of an offence under any law and sentenced to a term of imprisonment of not less than six months without the option of a fine; (b) is legally disqualified from performing the duties of a member of the Board; or (c) is adjudged or declared bankrupt. Functions of 16. (1) The Board is the governing body of the Agency and Board shall exercise and perform the functions of the Agency. (2) Without limiting the generality of subsection (1), the functions of the Board are to— (a) approve the policies, programmes and strategies of the Agency; (b) approve the annual work plan, action plans and activity reports of the Agency; (c) approve the annual budget estimates and financial statements of the Agency; (d) produce, at least once a quarter, a report on the quality of business regulation, and propose any actions necessary to improve the business environment so as to support the developmental policies of the Government; and (e) monitor and report on the activities of regulatory agencies related to business regulation, quality control and compliance with this Act. (3) In the performance of its functions, the Board may— (a) require a public body or a person to provide it with such information as the Board may require for the performance of its functions; (b) invite representations from the public; (c) undertake and publish, studies, research and evaluations for purposes of this Act; and (d) liaise with other research bodies within and outside Zambia carrying out comparable studies, research and evaluation. (4) The Minister may enter into a performance contract with the Board for a specific period, which shall be consistent with the provisions of this Act. Business Regulatory (Amendment) [No. 14 of 2018 305 17. (1) Subject to the other provisions of this Act, a member Tenure of of the Board shall hold office for a period of three years from the office and vacancy date of appointment and may be reappointed for one further period of three years. (2) A member shall, on the expiration of the period for which that member is appointed, continue to hold office until a successor is appointed, but in no case shall the further period exceed four months. (3) The office of a member becomes vacant if that member— (a) dies; (b) is adjudged bankrupt; (c) is absent from three consecutive meetings of the Board of which the member has had notice, without the prior approval of the Board; (d) resigns; (e) becomes legally disqualified from performing the duties of a member of the Board; (f) is removed by the Minister; (g) ceases to be a member of the organisation which nominated the member; or (h) is convicted of an offence under this Act or any other law and sentenced to imprisonment for a period exceeding six months without the option of a fine. (4) The Minister shall, where the office of a member becomes vacant before the expiry of the term of office, appoint another member in place of that member, but that person shall hold office as a member only for the unexpired part of the term of the Board. (5) A member may resign from office by giving not less than one month’s notice in writing to the Minister. 18. (1) Subject to the other provisions of this Act, the Board Proceedings may regulate its own procedure. of Board (2) The Board shall meet for the transaction of business, at least once in every three months at the places and times that the Board may determine. (3) The Chairperson shall call for a meeting of the Board, on giving notice of not less than fourteen days, if not less than one- third of the members so request in writing, except that if the urgency of any particular matter does not permit the giving of notice, a special meeting may be called on giving a shorter notice.

306 No. 14 of 2018] Business Regulatory (Amendment) (4) The quorum at a meeting of the Board shall be seven. (5) There shall preside at any meeting of the Board— (a) the Chairperson; (b) in the absence of the Chairperson, the Vice-Chairperson; and (c) in the absence of both the Chairperson and the Vice- Chairperson, a member that the members present may elect from amongst themselves for the purpose of that meeting. (6) A decision of the Board on any question shall be by a majority of votes of the members present and voting at the meeting and, in the event of an equality of votes, the person presiding at the meeting shall have, in addition to a deliberative vote, a casting vote. (7) Where a member is for any reason unable to attend any meeting of the Board, the member may, in writing, nominate another person from the same organisation to attend that meeting in that member’s stead and that person is considered to be a member for the purpose of that meeting. (8) The Board may invite any person whose presence is in its opinion desirable to attend and to participate in the deliberations of a meeting of the Board but that person shall have no vote. (9) The validity of any proceedings, act or decision of the Board shall not be affected by any vacancy in the membership of the Board or by any defect in the appointment of any member or by reason that any person not entitled to do so, took part in the proceedings. (10) The Board shall cause minutes to be kept of the proceedings of every meeting of the Board and every meeting of a committee established by the Board. Committees 19. (1) The Board may for the purpose of performing its of Board functions under this Act, constitute a committee and delegate to that committee functions that the Board considers necessary. (2) The Board may appoint as members of a committee constituted under subsection (1), persons who are or are not members of the Board and that persons shall hold office for a period that the Board may determine. Allowances 20. There shall be paid to members of the Board or any of members committee of the Board allowances that the Minister may determine with the approval of the Emoluments Commission. Business Regulatory (Amendment) [No. 14 of 2018 307 21. (1) A person who is present at a meeting of the Board or Disclosure of a committee of the Board at which any matter, in which that person interest or that person’s relative or associate is directly or indirectly interested in a private capacity, is the subject of consideration shall, as soon as is practicable after the commencement of the meeting, disclose that interest and shall not take part in any consideration or discussion of, or vote on, any question relating to that matter. (2) A disclosure of interest made under this section shall be recorded in the minutes of the meeting at which it is made. 22. (1) A person shall not, without the consent in writing given Prohibition by or on behalf of the Board, otherwise than in the course of duties of publication of that person, publish or disclose to any other person, the contents of, or of any document, communication or information, which relates to, disclosure of information or which has come to the knowledge of that person in the course to of that person’s duties under this Act. unauthorised persons (2) A person who contravenes subsection (1) commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a term not exceeding two years, or to both. (3) A person who, having any information which to the knowledge of that person has been published or disclosed in contravention of subsection (1), unlawfully publishes or communicates the information to any other person, commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a term not exceeding two years, or to both. 23. An action or other proceeding shall not lie or be instituted Immunity of against a member of the Board or a committee of the Board, or a members of Board and member of staff of the Agency, for or in respect of any act or thing staff of done or omitted to be done in good faith in the exercise or Agency performance, of any of the powers, functions or duties conferred under this Act. 24. (1) The Board shall appoint, on the terms and conditions Executive that the Emoluments Commission may determine, the Executive Director Director, who shall be the chief executive officer of the Agency. (2) The Executive Director shall attend the meetings of the Board and may address those meetings but shall not vote on any matter. 25. The Board shall appoint a Secretary, on the terms and Secretary conditions that the Emoluments Commission may determine.

308 No. 14 of 2018] Business Regulatory (Amendment) Directors 26. The Board may appoint, on the terms and conditions that and other staff the Emoluments Commission may determine, Directors and other staff that it considers necessary for the performance of the functions of the Agency. PART IV FINANCIAL PROVISIONS Funds of 27. (1) The funds of the Agency consist of monies that may Agency be appropriated by Parliament. (2) The Agency may, subject to the approval of the Minister— (a) accept monies by way of grants or donations from any source within or outside Zambia; or (b) raise by way of loans or otherwise, monies that it may require for the discharge of its functions. (3) There shall be paid from the funds of the Agency— (a) the emoluments of the members and staff of the Agency as approved by the Emoluments Commission; (b) travelling and other allowances for members of the Board, members of a committee of the Board or staff of the Agency when engaged on the business of the Agency at rates that the Agency may approve; and (c) any other expenses incurred by the Agency in the performance of its functions under this Act. (4) The Board may, with the approval of the Minister, invest in a manner that it considers appropriate funds of the Agency that it does not immediately require for the discharge of its functions. Financial 28. The financial year of the Agency shall be a period of twelve year months ending on 31st December in each year. Accounts 29. (1) The Agency shall cause to be kept proper books of and audit accounts and other records relating to its accounts. (2) The accounts of the Agency shall be audited annually by the Auditor-General or an auditor appointed by the Auditor-General. (3) The Auditor-General’s fees shall be paid by the Agency. Annual 30. (1) As soon as practicable, but not later than ninety days report after the end of the financial year, the Agency shall submit to the Minister a report concerning its activities during the financial year. Business Regulatory (Amendment) [No. 14 of 2018 309 (2) The report referred to in subsection (1) shall include information on the financial affairs of the Agency and there shall be appended to the report— (a) an audited statement of financial position; (b) an audited statement of comprehensive income; and (c) other information that the Minister may require. (3) The Minister shall, not later than seven days after the first sitting of the National Assembly next after receipt of the report referred to in subsection (1), cause the report to be laid before the National Assembly. PART V GENERAL PROVISIONS 31. (1) A person or public body aggrieved with a decision of Appeals the Agency may appeal to the Minister against the decision within thirty days of the decision. (2) A person or public body aggrieved with the decision of the Minister may appeal to the High Court. 32. The Minister may, by statutory instrument, make Regulations regulations for the better carrying out of the provisions of this Act. 33. The Schedule applies to the savings and transitional Savings and transitional arrangements. provisions 5. The principal Act is amended by the repeal of the First Repeal and Schedule and the substitution therefor of the Schedule set out in replacement of First the Appendix. Schedule

310 No. 14 of 2018] Business Regulatory (Amendment) APPENDIX SCHEDULE (Section 33) SAVINGS AND TRANSITIONAL PROVISIONS Vesting of 1. (1) On or after the appointed date, there shall be transferred assets of former to, and vest in, or subsist against, the Agency by virtue of this Act Agency and without further assurance— (a) the affairs of the former Agency; (b) any one-stop centre or shop established under any other law shall continue to exist as if established under this Act and shall be renamed regulatory services centres under the auspices of the Agency; and (c) subject to this Act, all property, rights and obligations which immediately before the appointed date were the property, rights and obligations of the former Agency. (2) In this Schedule, “former Agency” means the Business Regulatory Review Agency which served as the secretariat of the Committee. (3) Except as provided in this Act, every deed, bond and agreement (other than an agreement for personal service) to which the Government was a party immediately before the commencement of this Act in respect of the former Agency, whether in writing or not, and whether or not of such a nature that rights, liabilities and obligations thereunder could be assigned, shall, unless its subject matter or terms make it impossible that it should have effect as modified in the manner provided by this paragraph, have effect as from the date of the assignment thereof, as if— (a) the Agency had been a party thereto; (b) for any reference to the Government there were substituted, as respects anything falling to be done on or after the appointed date, a reference to the Agency; and (c) for any reference to any officer of the former Agency not being a party thereto and beneficially interested therein there were substituted, as respects anything falling to be done, a reference to an officer of the Agency. Business Regulatory (Amendment) [No. 14 of 2018 311 (3) Subject to the provisions of subparagraph (2), documents, other than those referred to therein, which refer specifically or generally to the former Agency shall be construed in accordance with subsection (2) as far as applicable. 2. (1) Whenever in pursuance of this Act, any property, rights, Registration liabilities and obligations of the Government through the former of property to be Agency are deemed transferred to the Agency in respect of which transferred transfer a written law provides for registration, the Agency shall by Govern- ment make an application in writing to the appropriate authority for registration of the transfer. (2) The registration authority referred to in subparagraph (1) shall make the entries in the appropriate register as shall give effect to the transfer and , where applicable, issue to the transferee concerned a certificate of title in respect of the property or make necessary amendments to the register, as the case may be, and shall make endorsement on the deeds relating to the title, right or obligation concerned; and no registration fees, stamp duty or other duties shall be payable in respect thereof. 3. (1) Without prejudice to the other provisions of this Act, Legal where any right, liability or obligation vests in the Agency by virtue proceedings of this Act, the Agency and all other persons shall, as from the appointed date, have the same right, powers and remedies (and in particular the same rights as to the instituting or defending of legal proceedings or the making or resisting of applications to any authority) for ascertaining, perfecting that right, liability or obligation as they would have had if it had at all times been a right, liability or obligation of the Agency. (2) Any legal proceedings or application of any authority pending immediately before the appointed date, by or against the Government in respect of the former Agency may be continued by or against the Agency. (3) After the appointed date, proceedings in respect of any right, liability or obligation which were vested in, held, enjoyed, incurred or suffered by the Government in respect of the Agency may be instituted by or against the Agency. 4. (1) On or after the appointed date, the Agency shall on the Terms of terms and conditions that Emoluments Commission may determine, service of employee of appoint as officers of the Agency public officers from the Civil for Agency Service that may be necessary for the performance of the functions of the Agency.

312 No. 14 of 2018] Business Regulatory (Amendment) (2) Where an officer from the Civil Service is appointed to the service of the Agency the terms and conditions of service with the Agency shall not be less favourable than those the officer enjoyed in the Public Service.