Section 13 — SARAWAK SOVEREIGN WEALTH FUTURE FUND BOARD ORDINANCE, 2022

(2)

The appointment of a Guardian shall cease—

(a)

upon his death;

(b)

if he becomes a member of a political party or a member of Parliament or the Legislature or local authority of any

State in Malaysia;

(c)

if he has been adjudged a bankrupt by a court of competent jurisdiction;

(d)

if because of ill health or unsoundness of mind he is unable to discharge the duties attached to his office as a

Guardians;

(e)

if he absents himself for three consecutive meetings of the Board without the approval of the Minister;

(f)

if he has been convicted of any offence under any law relating to fraud, dishonesty, corruption, securities regulation or money laundering; or

(g)

if he resigns by letter addressed to the Minister.

(3)

The Majlis Mesyuarat Kerajaan Negeri may at any time by notice addressed to a Guardian suspend his appointment of such

Guardian for such period as it deems fit, with or without entitlement to payment of remuneration or other benefits during the period of suspension, or revoke such appointment, if―

(a)

the Guardian is guilty of misconduct;

(b)

the Guardian has breached any of the provisions of this

Ordinance; or 18

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(c)

the Guardian is under investigation by any regulatory agency for any offence under any law relating to fraud, dishonesty, corruption, securities, regulation or money laundering.

(4)

The proceedings of the Board shall be regulated in accordance with the provisions in the First Schedule.

Functions of the Board 14.―(1) The Board shall have the following functions―

(a)

to be custodian of all assets of the Fund;

(b)

to manage, maintain and grow the Fund in accordance with this Ordinance;

(c)

to invest the monies of the Fund in accordance with the provision of this Ordinance; and

(d)

to carry out such other functions or duties not inconsistent with this Ordinance as the Majlis Mesyuarat

Kerajaan Negeri may require by direction published in the

Gazette.

(2)

In the discharge of its functions and duties, the Board shall:

(a)

act in accordance with the provisions of this Ordinance and any directions of the Majlis Mesyuarat Kerajaan Negeri given in accordance with section 39; and

(b)

comply with all other written laws, including but not limited to, those relating to statutory corporations, securities, investment, currencies, banking and prevention of corruption and promotion of integrity and good corporate governance.

Powers of the Board 15.―(1) The Board shall have power to do all things expedient or reasonably necessary for or incidental to the carrying out of its functions.

(2)

Without prejudice to the generality of subsection (1), the powers of the Board shall include power to―

(a)

enter into contracts;

(b)

acquire, purchase, take, hold, and possess movable and immovable property of any kind or any interest in such property;

(c)

convey, assign, surrender, lease, transfer or otherwise dispose of or deal with any movable and immovable property of any kind or any interest in such property;

(d)

lend, borrow, raise financing, issue and receive guarantees, and create and receive security;

(e)

open and maintain one or more accounts with such banks or other financial institutions ,whether in Malaysia or elsewhere as the Board thinks fit, and to authorize such officers of the Board or other person as the Board thinks fit to operate such accounts, including to sign orders or cheques against such accounts;

(f)

invest the monies in the Fund in accordance with the provisions of this Ordinance and the Investment Mandate specified the Second Schedule;

(g)

incorporate or acquire any subsidiaries which are wholly-owned by the Board, or acquire equity interests in any body corporate, partnership, unincorporated body or joint venture provided that the acquisition of such interests in such company, body corporate, partnership or joint venture shall not be inconsistent with the provisions of this Ordinance and any direction issued by the Majlis Mesyuarat Kerajaan Negeri; and

(h)

employ and remunerate officers, employees, agents, advisors, valuers, accountants, solicitors, fund managers, investment bankers, and other consultants as may be necessary or desirable for or in connection with the performance of the Board's functions.

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(3)

The Board may, subject to such conditions or restrictions as it deems fit, delegate to any committee appointed under section 26, or to the Chief Executive Officer or any officer of the Board, or any company incorporated or acquired by the Board and its subsidiaries, all or any of the powers and functions vested in the Board by this

Ordinance.

Provided that, the Board may continue to perform any of its functions or exercise any of its power conferred upon it under this

Ordinance, notwithstanding such delegation.

(4)

The Board shall appoint a Secretary to the Board, on such terms and conditions as the Board deems fit, who shall perform the functions of the Secretary to the Board as specified in the First

Schedule, and who shall be a person who fulfils the requirements for appointment as a company secretary under section 235 of the

Companies Act, 2016 [Act 777]. For the avoidance of doubt, the

Secretary to the Board shall be an officer and employee of the Board, and not a Guardian.

Duty of due care and diligence 16.―(1) A Guardian shall, at all times, perform his functions or duties and exercise his powers―

(a)

in accordance with the provision of this Ordinance;

(b)

for a proper purpose; and

(c)

in good faith in the best interests of the Fund.

(2)

A Guardian shall exercise reasonable care, skill and diligence with―

(a)

the knowledge, skill and experience which may reasonably be expected of a person occupying the office held by, and having the same responsibilities within the Board, as the

Guardian; and

(b)

any additional knowledge, skill and experience which acquired by the Guardian.

Business judgment 17.

A Guardian who makes a business judgment is deemed to meet the requirements of section 16(2) and their equivalent duties at common law and equity, in respect of the business judgment, if he:-

(a)

makes the business judgment in accordance with section 16(1);

(b)

does not have a material personal interest in the subject matter of the judgment;

(c)

informs himself about the subject matter of the judgment to the extent he reasonably believes appropriate in the circumstances;

(d)

reasonably believes that the judgment is in the best interests of performing the functions of the Board; and

(e)

act in good faith in the best interests of the Fund.

Reliance on information or advice provided by others 18.

If:

(a)

a Guardian relies on information, or professional or expert advice, given or prepared by―

(i)

an officer or employee of the Board whom the

Guardian believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(ii)

a professional adviser, consultant or expert in relation to matters that the Guardian believes on reasonable grounds to be within that person's professional or expert competence;

(iii)

another Guardian in relation to matters within the

Guardian's authority; or

(iv)

a committee of Guardians on which the Guardian did not serve in relation to matters within the committee's authority;

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(b)

the reliance was made―

(i)

in good faith; and

(ii)

after making an independent assessment of the information or professional or expert advice, having regard to the

Guardian’s knowledge of the Board and the complexity of the structure and operations of the Board, the Guardian's reliance of the information or professional or expert advice shall be deemed to be reasonable unless the contrary is proved.

Use of position 19.

A Guardian shall not improperly use his position to―

(a)

gain an advantage for himself or someone else;

(b)

cause detriment to the Board's ability to perform its functions; or

(c)

cause detriment to another person.

Use of information 20.

A person shall not improperly use information obtained by him in his capacity as a Guardian to―

(a)

gain an advantage for himself or someone else;

(b)

cause detriment to the Board's ability to perform its functions; or

(c)

cause detriment to another person.

No derogation from other laws, etc.