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Housing Development Agency Act, 2008 (Act No. 23 of 2008)

14. Fiduciary duty and disclosure


1) A member of the Board must, upon appointment, submit to the Minister and the Board a written statement in which it is declared whether or not that member has any direct or indirect financial interest which could reasonably be expected to compromise the Board in the performance of its functions.


2) A member of the Board may not be present, or take part in, the discussion of or the taking of a decision on any matter before the Board in which that member or his or her family member, business partner or associate has a direct or indirect financial interest.


3) If a member of the Board acquires an interest that could reasonably be expected to be an interest contemplated in this section, he or she must immediately in writing declare that fact to the Minister and the Board.


4) If an organisation or enterprise in which a member of the Board has an interest contemplated in this section is requested to offer its services to the Agency, or is in the process of concluding any agreement with the Agency, including an agreement in respect of the alienation of land to the Agency, the organisation or enterprise must immediately, in writing, declare the member's interest to the Minister and the Board.


5) A Board member must perform his or her functions of office and at all times exercise the utmost good faith, honesty and integrity, care and diligence in performing a member's functions, and in furtherance of this duty, without limiting its scope, must-
a) take reasonable steps to inform himself or herself about the Agency, its business and activities and the circumstances in which it operates;
b) take reasonable steps, through the processes of the Board, to obtain sufficient information and advice about all matters to be decided by the Board to enable him or her to make conscientious and informed decisions;
c) regularly attend all meetings;
d) exercise an active and independent discretion with respect to all matters to be decided by the Board;
e) exercise due diligence in relation to the business of, and necessary preparation for and attendance at meetings of, the Board and any committee to which the Board member is appointed;
f) comply with any internal code of conduct that the Agency may establish for Board members;
g) not engage in any activity that may undermine the integrity of the Agency;
h) not make improper use of their position as a member or of information acquired by virtue of his or her position as a member;
i) treat any confidential matters relating to the Agency, obtained in the capacity as a Board member, as strictly confidential and not divulge them to anyone without the authority of the Agency or as required as part of that person's official functions as a member of the Board.


6) This section must be interpreted as adding to, and not deviating from, any law relating to the criminal or civil liability of a member of a governing body, and criminal or civil proceedings that may be instituted in respect of such a liability.


7) A member who contravenes or fails to comply with these provisions is guilty of misconduct and commits an offence.