National Commission for Privatisation Act, 2002 (No. 12 of 2002)

33. Repeal of Act No. 10 of 1993 and Act No. 14 of 1993. FlRST SCHEDULE. SECOND SCHEDULE. THIRD SCHEDIJLE SIGNED this 25th day of October, 2002. ALHAJI AHMAD TErAN KABBAH, President. -- No. 12 2002 Sierra Leone The National Commission for Prtvatisatfon Short title. Act, 2002 Being an Act to establish the National Commission for PrivaUsation to be responsible for the privatlsation and reform of public enterprises; to amend certain laws relating to public enterprises; and to provide for other related matters. Date of com- [ ] mencement. ENACI'ED by the President and Members of Parliament in this present Parliament assembled, No. 12. National Commission for Privatisation Act 2002 PART I-PRELIMINARY Commence- 1. This Act shall come into operation on such date as the ment. President may fix by order in a statutory instrument. . Interpretation. 2. In this Act, unless the context otherwise requires- "Chairman" means the Chairman of the Commission; "Commission" means the National Commission for Privatisation established by section 3~ "divestiture" means the divestiture of government ownership in a public enterprise under this Act; "Executive Secretary" means the Executive Secretary appointed under section 16; "Government" means the Government of Sierra Leone; "member" means a member of the Commission; "Minister" means the Minister responsible for finance; 'President" means the President of the Republic ot Sierra Leone; "public enterprise" includes any statutory corporation established by or' under an Act of Parliament or a company in which the Government has a shareholding and which is specified in the First Schedule. PART II-ESTABLISHMENT OF COMMISSION Establishment 3. ( 1) There is hereby established a body tobe known as the of National National Commission for Privatisation. Commission for Privatisation. (2) The Commission shall be a body corporate having perpetual succession and capable of acquiring, holding and disposing /} of any property, whether movable or immovable, and of suing and being sued in its corporate name-and, subject to this Act, of performing all such acts as bodies corporate may by law perform. No. 12 National Commission for Privatisation Act 2002 3

4 — (1) The Commission shall have a common seal, the affixing Common seal,

4. (1) The Commission shall have a common seal, the affixing Common seal, of which shall be authenticated by the signatures of- (a) the Chairman or other member of the Commission generally or specifically authorised by the Commission for that purpose; and ' (b) the Executive Secretary or other officer of the Commission authorised by the Commission for that purpose. (2) Every document purporting to be an instrumentexecuted or issued by or on behalf of the Commission and to be sealed with the common seal of the Commission authenticated in the manner stated in subsection (1) shall be deemed to be so executed or issued without further proof unless the contrary is proved. (3) In appropriate cases the seal may beaffixed to documents outside Sierra Leone.

5 — (1) The Commission shall consist of a Commissioner as Composition

5. (1) The Commission shall consist of a Commissioner as Composition f Chairman; , and the following other members: - .sSlon. . Commi° (a) Governor, Bank of Sierra Leone; (b) A representative each of the following bodies elected by the bodies concerned:- (i) the Sierra Leone Labour Congress; (ii) the Institute of Chartered Accountants; (iii) the Sierra Leone Bar Association; (iv) the Sierra Leone Bankers' Association (v) the Professional Engineers Association; (vi) the Sierra Leone Chamber of Commerce, Industry and Agriculture; (vii) the Sierra Leone Indigenous Business Association; (viii) the University of Sierra Leone. . >-' 4 No. 12 National Commission for Privatisation Act 2002 (2) In electing their representatives, each body specified in paragra~h (b) of su~ec~(1) ~hall ensur~ that the perso~ elected-is of the highest technical, professional and personal reputation: Provided that a person shall not be eligible for election under paragraph (brof subsection (1) if he is an office holder in any political party. (3)The Chairman shall be appointed by the President from among persons of the highest calibre of persoJU1!integrity,demonstrated exemplary achievement in either public or/private office and capable of championing the causeof privatisation or reform of public enterprise. (4) The Executive Secretary shall be secretary to the Commission. Tenure of 6.. (1) TheChairman shall bold office fora term of three years members. and shan be eligible for reappointment. (2) A member elected under paragraph (c) of subsection (1) of section 5 shan holdofficefor two years and shaH be eligible for re-election, {3) On the death or vacation of office of the Chairman or any member referred to in paragraph (b) of subsection ( 1) of section 5, the President or, as the case may be, the body represented by the member, may appoint or elect another person for the unexpired term of the Chairman or that member, as the case may be. e4) 'A person shall cease to be a member of the COmmission on any of the following grounds:- (a) for his inability to perform the functions of his office by reason of infirmity of mind or body; (b) for proven misconduct; (c) if he becomes bankrupt or insoIvent; (d) if he is convicted of an offence involving fraud or dishonesty; (e) if he fails to attend three consecutive meetings of the Commission without reasonable cause; (f) if he resigns his office by written notice to the President No. 12 National Commission for Privatisation Act 2002 5

7 — The Chairman and the other members shall be paid such Remuneration

7. The Chairman and the other members shall be paid such Remuneration remuneration and allowances as the President may determine and shall =~:~~:es~ be reimbursed by the Commission, for the expenses incurred in Commission. connection with the discharge of their functions.

8 — (1) The Commission shall hold its first meeting on such Proceedings of

8. (1) The Commission shall hold its first meeting on such Proceedings of date and at such place as the President, after consultation with the Commission. Commission, may determine; and thereafter, the Commission shall meet for the dispatch of business at least once every month at such place and time as the Chairman may determine. (2) The quorum at any meeting of the Commission shall be not less than half of the members, including, at least half of the members referred to in paragraph (b) of subsection (1) of section 5. (3) Any question which falls to be determined by the Commission at any of its meetings shall be decided by a majority of the members present and voting, except that a decision accepting the ..... disposition of any public enterprise assets shall be by a two-thirds vote and such decision shall be reasoned and made available as a public document and on the website of the Commission. (4) The Chairman shall preside at every meeting of the Commission at which he is present and, in his absence, the members present shall appoint one of their number to preside. (5) Each member shall have one vote but in the case of an equality of votes, the Chairman or the person presiding shall have a casting vote. (6) A majority of the members may, by notice in writing signed by them request the Chairman to summon a special meeting of the Commission for such purposes as may be stated in the notice. (7) The Chairman or, in his absence the member appointed to act in his behalf shall summon a special meeting within five days of the receipt of the notice referred to in subsection (6). (8) Any proposal circulated among all members and agreed to in writing by a two-thirds majority of all members shall be of the same force or effect as a decision made at a duly constituted meeting of the Commission and shall be incorporated in the minutes of the next succeeding meeting of the Commission. 6 No. 12 National Commission for Privatisation Act 2002 Provided that, if a member requires that such proposal be placed before a meeting of the Commission, this subsection shall not applyso such proposal. (9) The Commission may co-opt any person to attend and participate in its deliberations on any matter but such person shall not vote on any matter for decision by the Commission. (10) Members shall attend meetings personally and bear individual responsibility for their decisions. (11) The Commission shall cause minutes of all its meetings to be taken and signed by the Chairman and kept in proper form as a oublic record. (12) Subject to this Act, the Commission shall regulate its own procedure. -~ Disclosure of 9. (1) Any member having a personal interest, whether interest. pecuniary or otherwise, direct or indirect through any member of his immediate family or business partner, in any matter to be considered by the Commission shall disclose the fact of such interest and the nature thereof, and such disclosure shall be recorded in the minutes of the Commission, and such member shall take no part in any deliberation or discussion of the Commission relating to such matter. (2) Any member who contravenes subsection (1) shall be liable to removal from the Commission. Part 111- FUNCTIONS OF COMMISSION Functions of 10. (1) The object for which the Commission is established is Commission. to serve as the policy and decision making body with regard to the divestiture and reform of public enterprises; to transfer the management of all public enterprises to the Commission, and remove the interference in the management of public enterprises from line Ministries thereby ensuring transparency, corporate governance and avoidance of conflict of interest in the affairs of public enterprises. No. 12 National Commission for Privatisation Act 2002 7 (2) Without prejudice to the generality of subsection ( 1), it shall be the function of the Commission-. (a) to act as a prudent shareholder, fully respecting the distinction between shareholding and management, manage and prepare all public enterprises for divestiture and delivery of efficient services; »> (b) to approve policies for divestiture; (c) to approve guidelines and criteria for valuation ofpublic enterprises for divestiture and choice of strategic investors; (d) to recommend to Government the legal and regulatory framework for public enterprises to be divested; (e) to determine whether the shares of a public enterprise should be by public or private issue or otherwise; (1) to determine the time when a public enterprise is to be divested; (g) to approve the prices for shares or assets of public enterprises offered for sale; (h) to act as interlocutor for all projects in the divestiture process or for public enterprises with the World Bank and other donors; (i) to review from time to time, thesocio-economic effects of the programme of divestiture and decide on appropriate remedies; (j) to approve the appointment of divestiture advisers and consultants and their remuneration; 8 No. 12 National Commission for Privatisation Act (k) to submit to the President and Parliament, in each year, a report on the activities of the Commission and the divestiture process; (i) to receive regular and periodic reports from the Executive Secretary on progr~mme implementation and give appropriate direction; (m) to approve the budget of the Commission and supervise the activities of the secretariat of the Commission; (n) to do all such things as will contribute to the attainment of the object stated in subsection (1). (3) Any Minister planning to present changes to sector policies, which may affect the operations, reform or divestiture of any public enterprise shall, before implementing such policy changes, present them to the Commission for its comment before presenting them to Cabinet for consideration. Powers of 11. The Commission shall have power to develop, using best Commission. practice, a code of practice for the good corporate governance of public enterprises to be rigorously applied to all public enterprises during the process of divestiture, but especially for the operation of public enterprises remaining in the First Schedule. Commission to 12. The Commission may appoint as and when necessary appoint Committees. committees comprising persons from the private and public sectors with requisite technical competence to advise on the divestitureof specific public enterprises and to perform such other functions as the Commission shall determine, Power to 13. (1) As from the commencement of this Act- appoint members and Boards of enterprises. (a) the appointment of persons-« No. 12 National. Commission for Privatisation Act 2002 9 (i) as members of a public enterprise shall be made by the Commission; and (ii) to the governing body of a public enterprise shall be made by the President acting on the recommendation of the Commission and subject to the approval of Parliament; (b) the representation of. Ministries or Government departments in the membership or on the Board of Directors of public enterprises, shall cease and the vacancies shall be filled in accordance with paragraph (a); ... and every provision in any law, including the articles and memorandum of association of companies, in existence immediately before such commencement relating to the membership or appointments to the Board of Directors of any public enterprise shall be read and construed with such modification as will enable effect to be given to this subsection. (2) Subsection (1) shall cease to apply to any public enterprise in which the ownership of the Government has been divested, and any such public enterprise shall be deleted from the First Schedule by order made by the Commission by statutory instrument.

14 — Pursuant to section 13, the laws specified in the first column Amendment

14. Pursuant to section 13, the laws specified in the first column Amendment of certain of the Second Schedule are repealed or amended to the extent shown enactments. in the second column. IS. (1) The Commission shall have a secretariat which shall Secretariatof provide secretarial or administrative support to the Commission. '2ommission. (2) The secretariat shall be headed by the Executive Secretary appointed under section 16. 10 No. 12 National Commission for Privatisation Act 2002 PART IV - EMPLOYEES OF COMMISSION Appointment 16. (1) The Commission shall have an Executive Secretary of Executive Secretary. appointed by the Commission upon such terms and conditions as the Commission shall determine. (2) The Executive Secretary shall be a person with high integrity and with vast knowledge and experience in divestiture arrangements and related fields. Functions of 17. The Executive Secretary shall be responsible to the Executive Commission for- Secretary. (a) implementing the Commission's policy on divestiture; (b) preparing the public enterprises 'approved by the Commission for divestiture; -L.. I (c) advising the Commission on other public enterprises that may be divested; (d) carrying out all activities required for the successful issue of shares and sale of assets of the public enterprises to be divested; (e) making recommendations to the Commission on the appointment of consultants, advisers, investment bankers, issuing houses, solicitors, trustees, accountants and other professionals required for the purposes of divestiture; (0 advising the Commission on the allotment pattern for the sale of the shares of the public enterprises specified for divestiture; (g) overseeing the actual sale by the issuing houses of shares ofthe public enterprises to be divested, ~ such sale to be in accordance with the policy of the Commission; .~-~ No. 12 National Commission for Privatisation Act 2002 11 (h) ensuring a balanced and meaningful participation by all Sierra Leoneans and foreign investors in accordance with the relevant laws of Sierra Leone; (i) performing such other functions imposed on him by this Act or as the Commission may direct.

18 — (1) There shall be appointed by the Commission on such Other staff of

18. (1) There shall be appointed by the Commission on such Other staff of terms and conditions as the Commission may determine such other Commission. employees as the Commission may require for the effective discharge of its functions under this Act. (2) Public officers may be seconded or otherwise give assistance to the Commission. PART V-OBJECT, MODE AND PROCEEDS OF PRIVATISATION

19 — The purposes to be served by the divestiture of public Object of

19. The purposes to be served by the divestiture of public Object of enterprises under this Act are- privatisation. (a) to enable the public sector to focus on the efficient delivery of basic services to the poor, especially, in the rural areas; (b) to allow wider private sector participation and thereby enhance economic opportunities, increase economic growth and provide jobs to address the unemployment in the country; and (c) to remove the fiscal burden imposed by non- performing public enterprises on the government budget.

20 — (1) Subject to subsections (2) and (3), the process of M~e.of

20. (1) Subject to subsections (2) and (3), the process of M~e.of . divestiture shall be as follows: _ pnvansauon. (a) for loss making public enterprises engaged in production, the divestiture shall be by outright sale without any further capitalisation; 12 No. 12 National Commission for Privatisation Act 2002 (b) for performing enterprises, the divestiture shall be by contracts with a single company or'a consortium of companies, to manage all or parts of the public enterprise, until such time that full divestiture takes place; (c) for commercial banks, the divestiture shall be by a withdrawal ofGovernment soas to increase the participation of such private investors as will enhance greater efficiency in the financial sector. (2) Without prejudice to the generality of subsection (1)~ a divestiture may take one or a cC:::1bi~[:~~on of the following forms> investor Of investors or the sale of thf': asse- of the business in part or as a whole; (b) , joint venture of the State with a ..p rivate sector - (d) performance contracts; (e) liquidation of the public enterprise; (f) sale to other shareholders in the company where Government owns part of the shares; (g) leases, in the case of hotels; (h) employee or management buyouts so as to broaden local participation in the process. (3) It shall be the responsibility of the Commission -to ensure that all transactions in the process of divestiture are transparent and in the public interest and shall set out in the minutes of the Commission the basis of its decisions. (4) Every proposal for diverstiture approved by the Commission shall, before implementation, be laid before Parliament for a period of twenty-one days. No. 12 National Commission jor Privatisation Act 2002 13

21 — In the process of divestiture, the guidelines set out in the A~diti?nal

21. In the process of divestiture, the guidelines set out in the A~diti?nal. Third Schedule shall be applied by the Commission to the particular ~;~~~; in public enterprises referred to in that Schedule. particular enterprises.

22 — (1) In order to secure the efficient and profitable operations Priv~sed

22. (1) In order to secure the efficient and profitable operations Priv~sed of newly divested as well as existing and new businesses, the pubhc 0 • enterpnses in Commission shall pursue the establishment and maintenance of a clear, new business transparent and fair legal and regulatory framework designed to ena~ling enhance the competitiveness of all public enterprises and to create a environment. level playing field which will ensure that all enterprises, whether domestic, foreign, new or old win benefit from and be subjected to the same laws and regulations. (2) The Commission shall also ensure that public enterprises maintain excellent standards of corporate governance and that the Government, as shareholder, shall always be fully informed of the status of operations.

23 — (1) All the revenue or proceeds paid or due and payable to Proceeds of

23. (1) All the revenue or proceeds paid or due and payable to Proceeds of the Commission for a divested public enterprise under this Act, shall privati~tId·~n be patid im10 th e Consolida 1 t ed F un. d to be pai into Consolidated Fund. (2) In case retrenchments or repayment of debts or obligations of the public enterprise is a condition precedent for the divestiture, the estimated resources needed to effect such payments shall be segregated and kept in a specific trust account set up for such purpose and authorised. by a specific decision of the Commission and detailed in the minutes, and any such account shall be opened for a stated, limited period of time and the account, after auditing, shall be closed and the balance transferred to the Consolidated Fund.

24 — The Commission shall, when requested to do so, submit Periodic

24. The Commission shall, when requested to do so, submit Periodic periodic reports to the President concerning the progress ofthe divestiture reports. process for the information of Cabinet and may on its own motion also submit such reports.

25 — ( 1) In order to monitor.some elements necessary for a P~st

25. ( 1) In order to monitor.some elements necessary for a P~st-. . satisfactory conclusion of the process of divestiture, and which pnv~tIt~tIon will mom ., onng. guide the formulation of a follow-up programme, the Commission shall, as part of its responsibilities, design an evaluation mechanism for each divested public enterprise so as to ensure that the objectives defined in the strategy for the divestiture are being met. 14 No. 12 National Commission for Privatisation Act 2002 (2) The monitoring process referred to in subsection (1), shall also be designed by the Commission to allow Government to review the lessons learnt, as the programme of divestiture proceeds. Fonn of post- 26. (1) The post-divestiture evaluation referred to in subsection pri vatisation (1) of section 25, shall be conducted in the fOIm of periodic reports by evaluation. the Commission on the performance of divested public enterprises. (2) The periodic reports referred to in subsection (1) shall cover such factors as the following:- (a) jobs created; (b) investment in new facilities; (c) sales volume, particularly, export sales; and (d) the impact of government policies and practices on the performance of the divested public enterprises. PART VI-HNANCIAL PROVISIONS Funds of 27. (1) The activities of the Commission shall be financed by Commission. a fund consisting of- (a) any monies appropriated from time to time by Parliament for the purposes of the Commission, based on the estimated income and expenditure of the Commission annually; and (b) any monies otherwise accruing to the Commission in the course of its activities. Accounts and 28. (1) The Commission shall keep proper books of accounts audit. and proper records in relation to the accounts and shall prepare within a period of three months after the end of each financial year a statement of its accounts in such form as the Auditor-General may direct. No. 12 National Commission for Privatisation Act 2002 15 (2) The books and accounts of the Commission shall each year be audited by the Auditor-General or an auditor appointed by him and a report of the audit shall be submitted to the Commission.

29 — (1) The Commissioner shall, within three months after the Annual report

29. (1) The Commissioner shall, within three months after the Annual report end of each financial year, submit for the approval of the Commission °cf .. omrmssron. an annual report of 'the activities, operations, undertakings, property and finances of the Commission for that year. (2) Subject to subsection (1), an annual report shall include (a) a copy of the audited accounts of the Commission together with the audit report thereon; (b) any other reports made to or requested by the President for the information or consideration of Cabinet. (3) A copy of the annual report approved by the Commission shall be sent to the President not later than three months after the end of the year to which the report relates and the President shall as soon as possible but not later than one month after the receipt of the report, cause the report to be laid before Parliament. (4) The financial year of the Commission shall be the same as that of the Government. PART VII-MISCELLANEOUS PROVISIONS

30 — The Commission shall-beexempted from stamp duty payable Exemption

30. The Commission shall-beexempted from stamp duty payable Exemption under the Stamp Duty Act and shall not be liable to pay any tax or duty ~om stamp for the acquisition or transfer of any asset or property. ;;274

31 — (1) The Commission may by statutory instrument make Regulations

31. (1) The Commission may by statutory instrument make Regulations. rules and regulations to give effect to this Act. (2) Rules or regulations made under subsection (1) may establish codes of conduct and discipline and regulate the appointment, promotion and dismissal of employees. 16 No. 12 National Commission for Privatisation Act 2002 Transitional 32. (l) Until the Commission is in a position to assume its provisions. functions and responsibilities under this Act, the Public Enterprises Unit of the Ministry of Finance shall, under the direction of the Minister, co-ordinate the conclusions of ongoing divestiture arrangements, collect the proceeds of sale from divested public enterprises for payment into the Consolidated Fund and continue to monitor the financial performance of the public enterprises remaining in the First Schedule. (2) The date of assumption by the Commission of its functions and responsibilities under this Act shall be fixed by notice made in a statutory instrument by the Commission. Repeal of Act 33. The following enactments are hereby repealed:- No. 10 of ... 1993 and Act (a) Public Enterprises (Reform )Act, 1993; No. 14 of 1993. (b) Public Enterprises (Reform) (Amendment) Act, 1993. ARST SCHEDULE (Section 2) (PUBLIC ENTERPRISES FOR DIVESTITURE)

1 — Sierra Leone Housing Corporation

1. Sierra Leone Housing Corporation

2 — Sierra Leone Produce Marketing Board

2. Sierra Leone Produce Marketing Board

3 — Mining and General Services Limited

3. Mining and General Services Limited

4 — Sierra Leone Road Transport Corporation

4. Sierra Leone Road Transport Corporation

5 — Sierra Leone Postal Services Limited

5. Sierra Leone Postal Services Limited

6 — Sierra National Airlines

6. Sierra National Airlines

7 — Sierra Leone Telecommunications Company Limited

7. Sierra Leone Telecommunications Company Limited 8. .Sierra Leone Airport Authori ty

9 — National Power Authority

9. National Power Authority

10 — Sierra Leone Ports Authority

10. Sierra Leone Ports Authority No. 12 National Commission for Privatisation Act 2002 17

11 — Guma Valley Water Company

11. Guma Valley Water Company

12 — Sierra Leone National Shipping Company Limited

12. Sierra Leone National Shipping Company Limited

13 — Forest Industries Corporation

13. Forest Industries Corporation

14 — National Insurance Company Limited

14. National Insurance Company Limited

15 — Sierra Leone State Lottery Company Limited

15. Sierra Leone State Lottery Company Limited

16 — Sierra Leone Commercial Bank Limited

16. Sierra Leone Commercial Bank Limited

17 — National Development Bank: Limited

17. National Development Bank: Limited

18 — Sierra Leone Roads Authority

18. Sierra Leone Roads Authority

19 — Rokel Commercial Bank Limited

19. Rokel Commercial Bank Limited

20 — Seaboard West Africa

20. Seaboard West Africa

21 — Sierra Leone Daily Mail

21. Sierra Leone Daily Mail

22 — National Workshop

22. National Workshop.

23 — Government Printing Department

23. Government Printing Department

24 — Sierra Leone Broadcasting Service

24. Sierra Leone Broadcasting Service

SECOND SCHEDULE (Section 14) — (Section 14)

SECOND SCHEDULE (Section 14) (AMENDMENT OF PUBLIC ENTERPRISE LAWS) Name of enactment Extent of amendment or repeal 1. Sierra Leone Produce The whole Act is repealed MarketingAct, Cap 229 2. Road Transport Corporation Section 2: (a) Delete definition of Act, 1964 "Minister" (Act No. 17 of 1964) 18 No. 12 National Commission for Privatisation Act 2002 (b) Insert the following definition:- "Commission" means the National Commission for Privatisation established by the National Commission for Privatisation Act, 2002;" (c) Substitute "Commission" for "Minister" everywhere in the Act, except sections 2 andZl , Section 5. Paragraphs (b) to (f) of subsection (1) are deleted and replaced by- "(b) not more than eight other members appointed by the President acting upon the recommendation of the Commission and subject to the approval of Parliament". 3. Ports Act. 1964 Section 2: (a) delete the definition of (Act No. 56 of 1964) "Minister" (b) Insert the following definition:- "Commission" means the National Commission for Pri vatisation established by the National Commission for Privatisation Act, 2002". No. 12 National Commission for Privatisation Act 2002 19 " (c) Substitute "Commission" for "Minister" everywhere in the Act except section 2. 4. Forest Industries Corporation Section 2: (a) Delete the definition, Act, 1964 (Act No. 57 'of 1964) of "Minister" (b) Insert the following definition:- ,I "Commission" means the National Commission for Privatisation established by the National Commission for Privatisation Act, 2002". (c) Substitute "Commission" for "Minister" evervwhere .- in the Act, except section 2. Section 5: Paragraphs (b) to (f) of subsection (1) are deleted and replaced by- "(b) not more than six members appointed by the President acting upon the recommendation of the Commission and subject to the approval of Parliament". Section 6: Substitute "Commission: for "President" in subsection (3). No. 12 National Commission for Privatisation A.ct 2002 5. National Power Authority Section 2~ (a) Delete the definition of Act, 1982 (Act No.3 of 1982) "Minister". (b) Insert the following definiticn.-> "Commission" meansthe.National Commission for Privatisation established by the National Commission for Privatisation act, 2002" . (c) Substib:ft~··Commission" for "Minister" everywhere in the Act, except section 2. Section 5: The section is deleted and replaced by the following:- "5( 1) The governing body of the A uthority shall be a Board of Directors which shall consist of a Chairman and the following other members:- (a) a representative each of the following. bodies elected by the bodies concerned: - (i) the Chamber of Commerce Industry, and Agriculture; No. 12 .. ---NationalCommission for Privatisation Act 2002 21 (ii) the association of manufacturers, (iii) the association of bankers; (iv) the association of professional engineers; (b) two persons appointed for their knowledge and expertise in such fields relating to energy and power as the Commission shall determine who shall be appointed by the President on the recommendation of the Commission and subject to the approval of Parliament". (2) The Chairman and the other members of the Board shall hold office for a term of four years and shall be eligible for re-appointment. (3) The Chairman shall preside at every meeting of the Board but in his absence a member of the Board nominated by the members present and voting from among themselves shall preside. (4) The members of the Board shall be paid such remuneration. fees and allowances as may be determined by the Commission after consultation with Parliament. (5) Any member of the Board who at any time after his appointment- (a) accepts or continues to hold office or employment with the Authority; or 22 No. 12 National Commission for Privatisation Act 2002 (b) becomes bankrupt; or (c) .is convicted of an offence involving fraud or dishonesty; or (d) is adjudged to be a person of unsound mind or otherwise incompetent to act as a member; or (e) fails to attend three consecutive meetings of the Board without reasonable cause allowed by the Board; or (0 resigns his office by written notice to the Commission, shall cease to be a member of the Board. (6) Where the President is satisfied that the conduct of a member of the Board is detrimental to the effective and economic performance of the functions of the Authority, the President may remove that member from the Board." 6. Sierra Leone Housing Section 1: (a) Delete the definition Corporation Act, 1982 of "Minister" (Act No.5 of 1982) (b) Insert the following definition: - "Commission" means the National Commission for Privatisation established by the National Commission for Privatisation Act, 2002". No. 12 National Commission for Privatisation Act 2002 23 (c) Substitute "Commission" for "Minister" everywhere in the Act, except section 1. Section 4: (a) Paragraphs (d) to (f) of subsection (1) to be deleted and replaced by- "(d) three other members representing such other interests relating to housing as the Commission may determine." (b) Subsection (2) is deleted and replaced by the following:- "(2) The Chairman and the appointed members shall be appointed by the President acting upon the recommendation of the Commission and subject to the approval of Parliament and shall hold office subject to such conditions as the Commission may determine, after consultation with Parliament". Section 5: Subsection (2) is deleted and replaced by the following.v- 24 No. 12 -National Commission jor Privatisation Act 2002 "(2) Where the Commission-is satisfied that the conduct of the Chairman or any appointed member is detrimental to the effective and economic performance of the functions of the Corporation, the Commission may remove him from the Board.". 7. Sierra Leone Airport Section 2 (a) Delete the definition of Authori ty Act, 1988 "Minister". (Act No.8 of 1988). J' (b) Insert the following definition:- "Commission" means the National Commission for Privatisation established by the National Commission for Privatisation Act, 2002. (c) Substitute "Commission" for "Minister" everywhere in the Act, except sections 2 and 3. 8. Sierra Leone Roads Section 2 (a) Delete the definition Authority Act, 1992 of "Minister" and "Ministry". (Act No.2 of 1992). (b) Insert the following definition:- I I .-l No. 12 National Commission for PrivatisationAct 2002 25 "Commission" means the National Commission for Pri vatisation established by the National Commission for Privatisation Act, 2002." (c) Substitute "Commission" for "Minister" everywhere in the Act, except section 2. Section 12: The section is deleted and replaced by the following:- "The governing body of the Authority shall be a Board of Directors which shall consist of a Chairman and. the following other members.-> (a) a representative each of the following bodies elected by the bodies concerned: - (i) the Chamber of Commerce, Industry and Agriculture; (11) Sierra Leone Institution of Engineers whose representative .shall be a professional engineerwith 26 No. 12 National Commission for Privatisation Act 2002 sufficient experience in road development, construction or maintenance, (iii) the road users, (b) SIX persons appointed for their knowledge and expertise in such fields relating to roads as the Commission shall determine who shall be appointed by the President upon the recommendation of the Commission and subject to the approval of Parliament. (c) the Director-General appointed under section 18." Section 18: Subsection (1) is deleted and replaced by the following:- "( 1) The Authority shall have a Director- General and a Deputy Director- General both of whom shall be appointed by the Commission". Section 45: (a) Delete the expression"( 1)" (b) Substitute "Government" for "Ministry". No. 12 National Commissionfor Privatisation Act 2002 27

THIRD SCHEDULE (Section 21) — (Section 21)

THIRD SCHEDULE (Section 21) GUIDELINES FOR PRIVATISATION OF PARTICULAR PUBLIC ENTERPRISES The following shall apply as guidelines to the divestiture of the particular public enterprises referred to therein:- (a) For the loss making public enterprises engaged in production or trade in services which are operating in competitive markets, the divestiture shall be by out right sale with the small and medium sized ones being privati sed on "as is" basis, following the completion of thevaluation of their assets, with a view to ensuring that- (i) a fair price is obtained for the public enterprise; (ii) the divestiture is conducted in the most efficient and transparent manner so as to maximise the benefit to Government and the tax payer; (iii) the public enterprises concerned will not require any recapitalisation or restructuring before sale and are, where possible, sold to local investors: Provided that immediate steps shall be taken to remove and sell nonessential assets from public enterprises such as real estate owned by the Sierra Leone State Lottery in London, apartments and houses owned by various public enterprises in Sierra Leone after an inventory of all.such assets h.a.~t>~~ taken. 28 No. 12 National Commissionfor Privatisation Act 2002 (b) In the case of large public enterprises, especially, the utilities. measures to improve the-efficiency of those public enterprises shall be instituted by the-Commission initially, where outright sale is not financiallyorpohtically feasible in the short term, using management contracts, performance contracts, joint ventures and leases while the legal, organisational, managerial and financial aspects of those publicenterprises are being" restructured in preparation of their sale and, in the case of the energy, communications and transportation sectors, while studies are conducted or undertaken to consider if such services could be privatisedimmediately, so as to conserve donor funding for services to the poor; (c) The divesti ture of Government interests in commercial operations in the financial and insurance sectors shall be earned out as soon as possible, recognising the contributions of current employees and management, where appropriate, but giving primary importance to maximising the sales price and the revenue to be generated, while in the particular case of the National Investment Bank, immediate steps shall be taken by the Commission to strengthen management and ensure tha1: the Board of Directors include those sectors mostinvolved in tbedevelopmem objectives ofthat Bankand can ensure the properand professional-operations of he Bank; (d) Recognising that certain public enterprises, specifically, the Sierra Leone' Ports Authority, Sierra Leone Airports Authority and the Sierra Leone State Lottery provide functions generally reserved to Government to hold and preserve in the public- interest, these public enterprises shall become subjected to the authority of the Commission, which shall take immediate steps for the appointment of Boards of Directors and management to achieve clearly defined objectives, such Boards of Directors, being broad based to include persons with the background and No. 12 National Commission for Privatisation Act 2002 29 understanding of the public enterprise concerned and representatives of civil society most affected by the operations of such public enterprise, so, however, that the selection of management shall be transparent and documented by a written management contract clearly stating the rights and obligations of management which shall be of sufficient duration to maximise the benefits accruing thorough experience and which shall not be terminated except for good cause approved by the Commission; (e) Employee ownership , schemes and effective local participation shall be given high priority in the sale process so as to mobilise domestic support for the programme for its success, but the foregoing shall not justify the sale of assets on a discounted or less than market value basis. PASSED in Parliament this lOth"day of September, in the year of our Lord two' thousand and two. J. A. CARPENTER, Clerk ofParliament. THIS PRINTED IMPRESSION has been carefully compared by me with the Bill which has passed Parliament and f ound by me to be a true and correct! y printed copy of the said Bill. J. A. CARPENTER, Clerk of Parliament: PRINTED AND PuBUSHED BY THE GOVERNMENT PRlNrINo OEPARI'MENT, SIERRA LEoNE.· GAZEITE No. 67 OF 7TH NOVEMBER, 2002.

National Commission for Privatisation Act, 2002 (No. 12 of 2002)

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