(a) The Corporation is governed by a board of directors composed of five members, including four private members and one public member. Four members of the board must be private citizens known as “Independent Members”. The Governor shall serve as an ex-officio member and the chairperson of the board and shall appoint the four Independent Members no later than 30 calendar days after the effective date of this chapter, for a term of five years.
(b) The Independent Members of the board must:(1) Have at least seven years of executive or board experience in accounting, banking, finance, law, management or public administration; and(2) Not be a current officer, employee or director of any governmental entity of the Virgin Islands and must be at least three years removed from having served as an officer, employee or director of any governmental entity of the Virgin Islands.
(1) Have at least seven years of executive or board experience in accounting, banking, finance, law, management or public administration; and
(2) Not be a current officer, employee or director of any governmental entity of the Virgin Islands and must be at least three years removed from having served as an officer, employee or director of any governmental entity of the Virgin Islands.
(c) Each of the Independent Members of the board serves a five-year term, but a member selected to fill a vacancy occurring before the end of the term for which the member’s predecessor was selected may serve only until the end of the predecessor’s term. A director serves after the expiration of the director’s term until the director’s successor has taken office. Any director in good standing may be reappointed by the Governor for an additional term.
(d) The Independent Members of the board may receive compensation not in excess of $1,500 for each day or part of a day spent in the meeting of the board, not to exceed one paid meeting per quarter.
(e) All directors are entitled to reimbursement for, the actual, reasonable, and necessary expenses incurred in the performance of their official duties;
(f) The Governor may remove any director for inefficiency, neglect of duty or misconduct in office after giving the director a copy of the charges against the director and an opportunity to be heard, in person or by counsel, in the director’s defense, upon not less than 10 days’ notice. If any director is so removed, the Governor shall file in the Office of the Lieutenant Governor a complete statement of the charges made against the director and the Governor’s findings, together with a complete record of the proceedings. Any director removed from the board pursuant to this subsection may not be reappointed at any time.
(g) Any vacancy occurring after the initial appointments and prior to the issuance of the Initial Matching Fund Securitization Bonds, must be filled by the Governor no later than 30 days of the vacancy pursuant to subsection (b).
(h) A quorum of the board for conducting its business, exercising its powers, and for all other purposes consists of a majority of the members, one of whom must be the Governor. Any one or more directors may participate in a meeting of the board by means of a conference via telephone, video, or similar communications equipment allowing all persons participating in the meeting to hear one another at the same time and allowing for the verification of the identity of each of the directors. Participation by such means constitutes presence in person at a meeting for purposes of establishing a quorum and voting;
(i) Actions of the board are determined by a majority vote of the members unless a unanimous vote of all the members is required by this chapter or the bylaws of the Corporation for certain purposes. The unanimous affirmative vote of the members is required for the issuance of any Additional Bonds, as authorized pursuant to section 1404(c)(5).
(j) The board shall:(1) Develop a policy of board governance that provides well-defined rules, processes, and by-laws, including documented procedures, routine internal audits, risk management and reporting required by this chapter;(2) Build a framework for corporate governance that synchronizes with the rules of law, moral integrity, open participation and transparency, accountability, effectiveness and efficiency, and implements its legislative mandate;(3) Act as a fiduciary in the best interest of the Corporation, including in the best interests of the Corporation’s creditors, the Bondholders;(4) Keep the Corporation’s assets and liabilities separate and distinct from those of any other entity; and(5) Perform such other duties as may be specified in the organizational documents or other agreements of the Corporation.
(1) Develop a policy of board governance that provides well-defined rules, processes, and by-laws, including documented procedures, routine internal audits, risk management and reporting required by this chapter;
(2) Build a framework for corporate governance that synchronizes with the rules of law, moral integrity, open participation and transparency, accountability, effectiveness and efficiency, and implements its legislative mandate;
(3) Act as a fiduciary in the best interest of the Corporation, including in the best interests of the Corporation’s creditors, the Bondholders;
(4) Keep the Corporation’s assets and liabilities separate and distinct from those of any other entity; and
(5) Perform such other duties as may be specified in the organizational documents or other agreements of the Corporation.