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Article 5:
(1) The Board of Directors shall be composed as follows:
Chairperson: a personality appointed by decree of the President of the Republic;
Members:
- a representative of the Presidency of the Republic;
- a representative of the Prime Minister’s Office;
- a representative of the Ministry in charge of Finance;
- a representative of the Ministry in charge of Public Works;
- a representative of the Ministry in charge of Public Investments and Regional Development;
- a representative of the Ministry in charge of Urban Development and Housing;
- a representative of the Ministry in charge of Territorial Development;
- a representative of the Ministry of Justice;
- two (2) representatives of business operators in the public works, trade and services sectors;
- a staff representative.
(2) The secretariat of the Board of Directors shall be ensured by the Director General.


Article 6
(1) The Chairperson and Board members shall be chosen among personalities with established professional reputation in the legal, technical, economic and financial domains.
(2) Members of the Board of Directors shall be appointed by decree of the President of the Republic upon the proposal of the administrations and socio-professional organs to which they belong.


Article 7
(1) The Chairperson and members shall be appointed for a three-year term of office renewable once.
(2) Their term of office shall come to an end at the normal expiration of its duration, by death or resignation. It shall also come to an end following loss of the status which warranted the appointment or again by dismissal following the commission of a serious offence or misconduct incompatible with the duties of member of the Board of Directors.
(3) If during the term of office a member of the Board dies or is unable to continue to perform his duties for any reason, he shall be immediately replaced by the head of the ministry or the body he represents, for the rest of the term.


Article 8
(1) With the exception of representatives of business operators, it shall be forbidden for the chairman and members of the Board of Directors to have any direct or indirect interest in enterprises bidding for public contracts. They shall also be forbidden to perform any paid duties or have financial benefits of any kind in the said enterprises.
(2) However, when the Board of Directors is studying matters relating to enterprises represented by business operators or in which they have interests, the said representatives shall not participate in the deliberations.
Chairman of the Board of Directors
Dr. HAMADJODA ADJOUDJI
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Representative of the Prime Minister’s Office
DAVID MASSOMA PANDONG
Representative of the Presidency of the Republic
FIRMIN DANIEL NGANKO
Representative of the Ministry of Justice
OUMAROU BAMANGA
Representative of the Ministry in charge of Urban Development and Housing
ARMAND ROMUALD NDJIBA BAMI
Representative of the Ministry in charge of Territorial Administration
ANTONY NNOKE NGWESE
Representative of the Ministry in charge of Public Works
LUCIEN SEDAR EFAGON
Representative of the Ministry in charge of Public Investment and Regional Development
JOLINON ELA EKOTO
Representative of the Ministry in charge of Finance
MARTIAL ZANG
Representative of business operators of the public works, trade and services sectors
BATONGUE ALAIN BLAISE (GICAM)
ROSE MBONDE ENANGA (CCIMA)
Elected staff representative
CATHERINE ENOUMEDI
Article 9
(1) The Board of Directors shall have full powers to administer the Agency, define and set its general policy guidelines and evaluate its management within the limits set by its rules and regulations.
To that end, it shall:
- adopt the organization chart, internal rules and regulations, the salary scale and allowances for personnel, on the proposal of the Director General;
- set objectives and approve programmes of action in accordance with the global objectives of the public contracts sector,
- adopt the budget and definitively close the annual accounts and financial statements as well as the progress reports;
- recruit or dismiss, on the proposal of the Director General, senior staff and approve appointments to duty posts from the rank of deputy director and persons ranking as such;
- accept all gifts, legacies and subsidies;
- approve contracts or all other agreements, including loans, proposed by the Director General and which have an impact on the budget;
- authorize any disposal of movable or immovable property, tangible or intangible property in accordance with the law;
- authorize the participation of the Board in professional associations, groups or other bodies whose activities are related to the duties of the Agency and put an end to such participations;
- appoint and dismiss representatives of the Agency to Board meetings of other enterprises.
(2) The board of Directors may delegate some of its duties to the Director General of the Agency who shall give account as and when necessary, of the use of such delegation.
(3) The Board of Directors shall, within a time-limit of six (6) months from the end of the financial year, draw up its progress report, which shall be published.
DUTIES OF THE BOARD OF DIRECTORS
Article 10
(1) The Board of Directors shall meet in ordinary session at least twice a year when convened by its Chairman. One of the sessions shall be devoted to the adoption of the budget and the other to the approval of annual financial statements and the examination of the Agency’s activities.
It shall discuss all questions put on the agenda either by the Chairman or at the request of two-thirds (2/3) of Board members.
(2) However, at the request of at least one-third (1/3) of the Board members, the Chairman shall be bound to convene the said Board in extraordinary session.
(3) Where the Chairman refuses or is silent, the members concerned shall submit a new application to the Minister in charge of Finance who shall convene a Board meeting in accordance with the same rules of form and time-limit.
(4) Except for emergencies, meetings shall be convened by telex, telegramme, telecopy, letter, hand-delivered message or any other means with written evidence at least fifteen (15) days before the date of the meeting. The invitations shall indicate the date, venue and agenda of the meeting.
(5) The Chairman of the Board of Directors shall be faltering if he fails to convene a least two (2) Board meetings per year. In such a case, at least one-third (1/3) of the members or the Minister in charge of Finance may take the initiative to convene a Board meeting and propose an agenda.


Article 11
(1) Any Board member who is unable to attend a Board Meeting may designate another Board member to represent him at the same meeting. In any case, a member may not represent more than one member at the same meeting.
(2) Any member present or represented at a Board meeting shall be deemed to have been duly convened.
(3) The Chairman may, depending on the items on the agenda, invite any natural person or corporate body, on account of their competence to participate in Board meetings in an advisory capacity.
(4) In the absence of the Chairman, the Board of Directors shall elect one of its members by simple majority of the members present or represented to chair the meeting.


Article 12
(1) The Board may validly deliberate only if at least two-thirds (2/3) of the members are present or represented. If the quorum is not formed after the first invitation, it shall be reduced to 50% of the members present or represented for subsequent invitations.
(2) Each member shall be entitled to one vote. The decisions of the Board of Directors shall be taken by simple majority of the votes cast by the members present or represented. In case of tie, the Chairman shall have the casting vote.


Article 13
The deliberations of the Board of Directors shall be recorded in a special register kept at the Head Office and co-signed by the Chairman and the session secretary. The report shall mention the na mes of the members present or represented, as well as those of persons invited to sit in an advisory capacity. The report shall be read and approved by the Board of Directors at the next meeting.


Article 14
(1) The Chairman of the Board of Directors shall receive a monthly allowance.
(2) The Chairman and members of the Board of Directors shall, during Board meetings receive a sitting allowance and be reimbursed expenses incurred for Board meetings on presentation of supporting documents.
(3) The monthly allowance and sitting allowance provided for in paragraph (1) and ‘2) above shall be fixed by the Board of Directors, subject to ceilings provided for by the regulations in force.
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