PART 3: CONSTITUTION AND STRUCTURE

Division 1: Constitution

Legal Status of the Corporation

  1. The Bhutan Postal Corporation is a body corporate with perpetual succession and shall have a seal.

Custody of the seal

  1. The seal shall be kept in such custody as the Board shall direct and shall be used only as authorized by the Board.

    Division 2: The Board

The Board

  1. There shall be a Board.

Constitution of the Board

  1. The Board shall consist of:

    (1) The Chairman;

    (2) a Deputy Chairman;

    (3) the Managing Director; and

    (4) not more than 4 other Directors.

Chairman

  1. The Chairman of the Board shall be the Minister unless the Government decides otherwise.

Selection of Directors

  1. Directors shall be selected to maintain a balance of relevant skills and knowledge on the Board at the highest attainable level.

Ineligibility for appointment as a Director

  1. the following shall not be eligible for appointment as a Director:

    (1) Directors or officers of private companies in the postal and related industries;

    (2) Directors of offices of private companies being major suppliers or customers of the corporation;

    (3) Persons who have been made bankrupt within the past five years or who are undischarged bankrupts;

    (4) Persons who have been charged or convicted of a criminal offence;

    (5) Persons who are of unsound mind;

    (6) Persons who are under any other legal or physical disability affecting the performance of the duties of a Director.

Appointment of directors

  1. Directors including the Managing Director shall be appointed in writing by the Government and may be appointed at any time after the commencement of this Act.

Duration of Appointments of Directors

  1. The duration of the appointments of Directors shall be as follows:

    (1) the Minister shall hold office as Chairman while he remains appointed as a Minister;

    (2) the Managing Director shall hold office as a Director while he remains appointed as Managing Director;

    (3) all the other Directors shall be appointed for a period of 3 years and shall be eligible for reappointment for one further period of 3 years, subject to sub-section (4);

    (4) two of the initial Directors shall be appointed for a term of 4 years and 6 months and shall be eligible for reappointment for one further term of 3 year

Termination of Appointment of a Director

  1. The appointment of a Director may be terminated by the Government in the following circumstances;

    (1) the Director is absent from meetings of the Board on more than three consecutive occasions without reasonable excuse;

    (2) the Director engages in behaviour likely to bring the Corporation into disrepute;

    (3) the Director is incapable of discharging his duties;

    (4) the Director contravenes any of the terms of his appointment or of the provisions of this Act;

    (5) the Directors resigns in writing to the Minister.

Obligations of Directors

  1. Directors shall:

    (1) act honestly with due skill and care in the best interests of the Corporation at all times;

    (2) not make improper use of their position or information acquired in their capacities as Director for private gain or otherwise;

Remuneration of Directors

  1. Directors shall be remunerated for each meeting attended as determined by the Board and their expenses incurred in attending shall be reimbursed and such remuneration and expenses shall be paid out of corporation funds.

Disclosure of Interest

  1.  

    (1) If:

    (a) a Director has a direct or indirect pecuniary interest in a matter being considered, or about to be considered, by the Board: and

    (b) the interest could conflict with the proper performance of the Director’s duties in relation to the consideration of the matter; the Director shall, as soon as practicable after the relevant facts come to the Director’s knowledge, disclose the nature of the interest at a meeting of the Board.

    (2) A disclosure under subsection (1) shall be recorded in the minutes of the meeting and, unless the Board otherwise determines, the Director shall not:

    (a) be present during any deliberation of the Board in relation to the matter; or

    (b) take part in any decision of the Board in relation to the matter.

    (3) For the purpose of the making of a determination by the Board under sub-section (2) in relation to a Director who has made a disclosure under subsection(1), a director who has a direct or indirect pecuniary interest in the matter to which the disclosure relates shall not:

    (a) be present during any deliberation of the Board for the purpose of making the determination; or

    (b) take part in the making by the Board of determination.

    (4) Subsection (1) does not apply in relation to the matter relating to the supply of goods or services for the Director if the goods or services are, or are to be, available to members of the public on the same terms and conditions.

Responsibilities of the Board.

  1. The board is responsible for:

    (1) the objectives, policies and strategies of the corporation;

    (2) to ensure that the corporation performs its functions and discharges its obligations in a proper, efficient and economical manner.

Power of the Board to Delegate

  1.  

    (1) The Board may delegate any of its powers under this Act, including this power of delegation, but excluding its powers under Division 3 of Part 3, to the Managing Director or any officer of the corporation.

    (2) A delegation under this section may be revoked at any time.

    (3) The existence of a delegation under this section does not prevent the exercise of the delegated power by an employee who is higher in the direct chain of command than the delegated employee or the Board.

Meetings of the Board

  1. Meetings of the Board shall be held as follows:

    (1) the initial meeting of the Board shall be convened by the Minister, as soon as practicable after the commencement of this Act;

    (2) subsequent meetings shall be on a schedule agreed by the Board at its first meeting, subject to the right of the Chairman to convene extraordinary meetings if it appears to him that sufficient reason exists;

    (3) there shall be not less than four meetings in a year.

Quorum

  1. The participation of four Directors shall be the minimum necessary for a valid meeting of the Board.

Voting

  1. Each Director present at a meeting of the Board shall have one vote and decisions shall be taken on a simple majority of votes, provided that in the event of an equality of votes the Chairman may exercise a casting vote.

Validity of Board Decisions

  1. A decision or determination of the Board shall be valid not withstanding any defect in the appointment of a Director.

Absence of Chairman from a Meeting of the Board.

  1. In the absence of the Chairman from a Board, the Deputy Chairman shall chair the meeting and in the absence of both the Chairman and the Deputy Chairman the Directors shall elect a Director to chair the meeting from among their member.

Absence of Chairman on Leave

  1. In the absence of the Chairman on leave or on duty abroad he may appoint the Deputy Chairman or another Director to act as Chairman for the duration of that absence.

Minutes

  1. The Board shall cause to be kept proper minutes of its meetings.

Resolutions Without Meetings

  1. Where, in the opinion of the Chairman, circumstances exist which require a Board decision before a physical meeting of the Board can be arranged, he may authorize the following procedure:

    (1) If at least the required minimum number of Directors sign a document containing a statement that they are in favour of a resolution in terms set out in the document, a resolution in those terms shall be taken to have been passed at a meeting of the Board held on the day on which the document is signed or, if the Directors do not sign it on the same day, on the day on which the last Director signs the document;

    (2) If a resolution is, under subsection (1), taken to have been passed at a meeting of the Board, each Director shall immediately be advised of the matter and given a copy of the terms of the resolution;

    (3) For the purpose of subsection (1), 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more Directors, shall be taken to constitute one document;

    (4) For the purposes of subsection (10 a facsimile of a document signed by a Director shall be acceptable.

Preparatory Arrangements by the Board

  1. After the date of commencement of the Bhutan Postal Corporation Act 1999 and before the vesting date, the Board may:

    (1) determine prices;

    (2) determine terms and conditions for the provision of services and goods;

    (3) determine operational procedures

    (4) make arrangements for the engagement of employees;

    (5) make arrangements for the transfer of assets and liabilities;

    (6) prepare and submit to the Minister, financial and estimates;

    (7) prepare and submit to the Minister changes to regulations; provided that any changes resulting from these activities shall not come into force until the vesting date or such later as the Board shall determine.

Costs of Preparatory Arrangements

  1. The Ministry may authorize payment by the department of costs incurred by the Board in connection with its activities under section 41.

    Division 3: The Managing Director

Managing Director

  1. There shall be a Managing Director of the Bhutan Postal Corporation.

Appointment of the Managing Director

  1. The Managing Director shall be appointed in writing by the Government.

Duration of Appointment

  1. The Managing Director shall hold office at the pleasure of the government.

Retirement Age

  1. The Managing Director shall retire as per the Civil Service Regulation of the Government.

Terms and Conditions of Appointment of the Managing Director

  1. The terms and conditions of appointment of the Managing Director shall be as determined by the Board.

Termination of Appointment

  1. The appointment of the Managing Director may be terminated by the Government if:

    (1) any of the circumstances of section 27 apply to him;

    (2) the Minister and the Board so resolve.

Duties of the managing Director

  1. The Managing Director

    (1) shall manage the corporation under the direction of the Board;

    (2) shall ensure that all of the obligations of the corporation under this and any other are met, including without loss of generality:

    (a) that the service performance, efficiency and financial performance of the corporation are continuously improved;

    (b)that the provision of section 65 concerning the uses of corporation money are observed.

    2. (3) may act on behalf of the corporation and its name.

Acting Managing Director

  1. In the absence from duty in Bhutan of the Managing Director for any reason or during a vacancy in the office of Managing Director, the Chairman may appoint in writing an officer or a Director of the corporation or any other person as acting Managing Director for the times specified in the instrument of appointment. 

    Division 4: Employees

Employees

  1.  

    (1)The corporation may employee such persons as it considers necessary for the performance of its function.

    2. (2)The terms and conditions of employment shall be as determined by the corporation.

General Responsibility of the Corporation as an Employer

  1. The corporation shall endeavor to achieve high standards in relation to terms and conditions of employment, occupational health and safety and non-discriminatory practices.

Definition – Officer of the Division

  1. For the purposes of the part, a person shall be deemed to be an officer of the Division if he was so employed immediately before the vesting date whether or not the person was on leave or seconded to another Division or agency at that time.

Transfer of Officers as Employees of the Corporation – Director General’s Recommendation

  1. The Director General, in consultation with the Royal Civil Service Commission and the Ministry of Finance shall draw up a list recommending which Officer of the Division should be transferred as employees of the corporation, which shall remain in the Civil Service.

Ministerial Approval of the Transfer

  1. The Minister, after consulting with the Director General of the Division, may approve the list prepared by the Director General in pursuance of section 54.

Conditions of Transfer

  1. Officers who transfer as employees of the corporation shall have the following obligations, right and entitlements:

    (1) They shall resign from the Civil Service at the end of the last day before the vesting date.

    (2) They shall be paid by the Government their separation gratuity and paid by the Government in lieu of any unused leave entitlements.

    (3) They shall be eligible to elect to receive their Provident Fund account balance provided that:

    (a) the election must be made to receive the full balance only;

    (b) the election may be made not later than the date appointed by the Director General for this purpose and is irrevocable after that date;

    (c) an officer who does not make an election by the appointed date shall retain his Provident Fund account balance in the Fund;

    2. (4) The Royal Insurance Corporation shall take action in accordance with the written advice of the Director General in accordance with the outcome of the procedures in this section in the case of each officer transferring to the corporation.

Provident Fund Entitlements

  1. Employees who are engaged on or after the vesting date, including officers who transfer to the corporation, shall be entitled to remain or become member of the Royal Insurance Corporation of Bhutan Provident Fund on the same terms and conditions as Civil Servants.