Monetary Authority (Amendment) Act, 2023 (Act 1 of 2023)

CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY BILL, 2023 A BILL FOR AN ACT TO REPEAL AND REPLACE THE TOURISM ATTRACTION BOARD ACT, 1996; TO ESTABLISH THE CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY AND ITS BOARD; TO PROVIDE FOR THE POWERS AND FUNCTIONS OF THE AUTHORITY AND THE BOARD; AND FOR INCIDENTAL AND CONNECTED PURPOSES PUBLISHING DETAILS Sponsoring Ministry/Portfolio: Ministry of Tourism and Transport (T&T) Memorandum of This Bill seeks to repeal and replace the Tourism Attraction Board Act, 1996 in order to establish the Cayman Islands National Attractions Authority and its board. The Bill also seeks to provide for the powers and functions of the Authority and the board and for incidental and connected purposes. Part 1 contains clauses 1 and 2 which are preliminary provisions. Clause 1 provides the short title of the legislation. Clause 2 provides the definitions of certain terms used in the legislation. Part 2 deals with the establishment and administration of the Cayman Islands National Attractions Authority and contains clauses 3 to 12. Clause 3 establishes the Cayman Islands National Attractions Authority (“the Authority”) as a body corporate having power to, among other things, enter into contracts and to buy and sell land and other property. The provision also empowers to the Authority to sue and be sued in its corporate name and requires the Authority to establish its head office. Clause 4 provides for the use of the seal of the Authority and the authentication of documents by the Authority. Clause 5 sets out the functions of the Authority which include the general and financial management of all property vested in it or placed under its management by the Cabinet. Clause 6 enables the Minister responsible for tourism to issue written policy directions to the Authority after consultation with the board. Clause 7 provides for the constitution of the board of the Authority and for the appointment of members of the board by the Cabinet. Clause 8 prescribes the responsibilities of the board which include, among other things, the governance, policy and performance of the Authority and setting operational priorities with regard to the development of all tourist attractions. Clause 9 provides for the appointment and responsibilities of the secretary to the board. Clause 10 specifies the procedure in relation to meetings of the board. Clauses 11 and 12 require members of the board to disclose their pecuniary interests in contracts, proposed contracts, licences and other matters being considered by the board. Part 3 contains clauses 13 and 14 which provide for the personnel of the Authority. Clause 13 provides for the appointment and functions of the Director of the Authority. Clause 14 enables the board to employ staff and to engage the services of professional and technical personnel. Part 4 contains clauses 15 to 19 which are financial provisions. Clause 15 specifies the revenue and resources of the Authority which comprise — (a) such monies as may be appropriated by law for the purposes of the (b) other monies paid and property provided to the Authority by way of grants, rent, interest and other income derived from the investment of the Authority’s funds; monies derived from the disposal of or dealing with real or personal property held by the Authority; (d) monies borrowed by the Authority in accordance with this legislation; and (e) any property lawfully received or made available to the Authority. Clause 16 empowers the Authority to borrow in connection with the performance of its functions. Clause 17 enables the Authority to maintain a reserve fund and to determine the management and administration of that fund. Clause 18 specifies that the financial year of the Authority is the date set out in paragraph (a) of the definition of “financial year” in section 2 of the Public Management and Finance Act (2020 Revision). Clause 19 stipulates that the Authority is a public authority for the purposes of the Public Management and Finance Act (2020 Revision). The provision also clarifies that the Public Management and Finance Act (2020 Revision) will prevail in the event of any inconsistency between that Act and the Cayman Islands National Attractions Authority Act, 2023. Part 5 contains general provisions at clauses 20 to 25. Clause 20 provides for the transfer and vesting of assets and liabilities of the Tourism Attraction Board to the Authority for the purpose of this legislation. Clause 21 provides for the immunity of any member or employee of the Authority from liability in damages for anything done or omitted in the discharge or purported discharge of their respective functions under this legislation. Clause 22 requires the Authority to indemnify a member against all claims, damages, costs, charges or expenses incurred by that member in the discharge or purported discharge of the member’s functions under this legislation, except claims, damages, costs, charges or expenses caused by the bad faith of that member. Clause 23 empowers the Cabinet, after consultation with the board, to make regulations to give effect for the purposes of this legislation. Clause 24 provides for the repeal of Tourism Attraction Board Act, 1996. Clause 25 contains transitional provisions. CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY BILL, 2023 Clause PART 1 - PRELIMINARY PART 2 - ESTABLISHMENT AND ADMINISTRATION OF THE CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY PART 3 - PERSONNEL OF THE AUTHORITY PART 4 - FINANCIAL PROVISIONS PART 5 - GENERAL Clause 1 CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY BILL, 2023 A BILL FOR AN ACT TO REPEAL AND REPLACE THE TOURISM ATTRACTION BOARD ACT, 1996; TO ESTABLISH THE CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY AND ITS BOARD; TO PROVIDE FOR THE POWERS AND FUNCTIONS OF THE AUTHORITY AND THE BOARD; AND FOR INCIDENTAL AND CONNECTED PURPOSES ENACTED by the Legislature of the Cayman Islands. PART 1 - PRELIMINARY Citation This Act may be cited as the Cayman Islands National Attractions Authority Act, Interpretation In this Act — “Authority” means the Cayman Islands National Attractions Authority established under section 3(1); “board” means the board established under section 7; “Director” means the person appointed under section 13; Clause 3 “member” means a member of the board; “Minister” means the Minister with responsibility for tourism and “Ministry” shall be construed accordingly; and “Tourism Attraction Board” means the Tourism Attraction Board established under section 3(1) of the Tourism Attraction Board Act, 1996. PART 2 - ESTABLISHMENT AND ADMINISTRATION OF THE CAYMAN ISLANDS NATIONAL ATTRACTIONS AUTHORITY Establishment of the Cayman Islands National Attractions Authority (1) There is established the Cayman Islands National Attractions Authority which shall be a body corporate and shall have perpetual succession and a common seal. (2) For the purpose of carrying out its functions under this Act, the Authority may — (a) buy, receive, sell, hold, deal or otherwise acquire and dispose of land and other property of any kind; and (b) enter into contracts. (3) The Authority may sue and be sued in its corporate name and it shall have exclusive right to use the name “Cayman Islands National Attractions (4) The Authority shall — (a) establish and maintain its head office and principal place of business within the Islands; and (b) cause details of the location of its head office and principal place of business to be gazetted. (5) The service of all documents on the Authority shall be considered to be effective if delivered at its head office. Use of seal and authentication of documents (1) The seal of the Authority shall be authenticated by the chairperson or deputy chairperson and one other member of the board authorized to act in that behalf, and shall be judicially noticed. (2) The Authority may, by resolution, appoint an officer of the Authority or any other agent, either generally or in a particular case, to execute or sign on behalf of the Authority any agreement or other instrument not under seal in relation to any matter coming within the powers of the Authority. Functions of the Authority The functions of the Authority are to — Clause 6 (a) execute the general and financial management of all property vested in the Authority or placed under the Authority’s management by this Act or by the Cabinet; and (b) perform such other functions as may be conferred on the Authority by this Act, any other Act or by the Cabinet. Minister may give general directions The Minister may, after consultation with the board, give such general and lawful directions in written form as to the policy to be followed by the Authority in the performance of its functions and duties, and the board shall give effect to such directions. Constitution of the board of the Authority (1) The Authority shall have a board having the functions and powers conferred or imposed upon it by this and any other Act. (2) The board shall have power to establish committees and other arrangements to administer particular aspects of the management of land and buildings in the ownership or under the management of the Authority. (3) The board shall consist of the following members who shall be appointed by the Cabinet — (a) the chairperson; (b) the deputy chairperson; the Chief Officer of the Ministry or the Chief Officer’s nominee; (d) the Chief Officer of the Ministry responsible for lands or the Chief Officer’s nominee; (e) the Chief Officer of the Ministry responsible for culture or the Chief Officer’s nominee; and (f) three other members as the Cabinet may appoint. (4) The members shall hold office on such terms and conditions as the Cabinet may determine. (5) An individual appointed to be a member under subsection (4) shall hold office for a term of not more than three years and shall be eligible for re-appointment. (6) The board shall be considered to be properly constituted notwithstanding that there is a vacancy in the office of chairperson, deputy chairperson or any other member, but there shall be no more than three vacancies at any one time. (7) A member, other than a public officer, shall be paid such remuneration as the Cabinet may determine. (8) The Cabinet shall terminate the appointment of any member who — (a) submits the member’s resignation in writing; Clause 8 (b) becomes of unsound mind or incapable of carrying out the member’s duties; becomes bankrupt or suspends payment to, or compounds with, the member’s creditors; (d) is convicted in the Islands or elsewhere of any offence involving dishonesty or fraud; (e) commits the offence of serious misconduct in relation to the member’s duties; (f) is absent without leave of the chairperson from three consecutive board meetings; or (g) fails to comply with the member’s obligations under this Act. (9) If any member dies, resigns or otherwise vacates office before the expiration of the term for which the member has been appointed, another person may be appointed by the Cabinet for the unexpired period of the term of office of the member in whose place the person is appointed. Responsibilities of the board The board shall be responsible for — (a) the governance, policy and performance of the Authority and the general conduct of its affairs and business; (b) securing the effective implementation of the functions and duties of the (c) setting operational priorities with regard to the development of all attractions; (d) ensuring the effective oversight of the operations of the Authority related to planning, construction, upgrading, rehabilitation or maintenance of all attractions vested in the Authority; (e) monitoring and evaluating the implementation of strategies, policies, management performance and business plans; (f) performing such other duties as required for the efficient management of the Authority; and (g) making such rules as it thinks fit for the regulation of the internal management of the Authority. Secretary of the board (1) The board shall appoint an individual who is not a member to be the secretary of the Authority, who shall — (a) be answerable to the board for the acts and decisions of the secretary; (b) be a full time officer and employee of the Authority; and Clause 10 render the services of the secretary exclusively to the Authority. (2) The secretary shall — (a) be present at all meetings of the board and its subcommittees and shall take minutes of the business transacted including any decisions, resolutions, orders, policies and rules made by the board; (b) carry out the administrative work of the board and its subcommittees; and provide the secretarial support for the board, including the distribution of minutes, the coordination of meetings and the communication of decisions for action to the members of the board and its subcommittees. Meetings of the board

(1) The chairperson of the board shall summon regular meetings of the board as often as may be required but not less than eight times in any one year. (2) Meetings of the board shall be held at such places, on such days and at such times as the chairperson shall determine, and due notice of the place, date and time shall be given to each member in writing at least seven days before the time at which the meeting is to be held. (3) Notwithstanding subsections (1) and (2), the chairperson may call a special meeting of the board — (a) within two days of receipt of a request for that purpose addressed to the chairperson in writing and signed by any three members; or (b) where there are exceptional circumstances. (4) A meeting of the board shall be presided over by — (a) the chairperson; (b) in the absence of the chairperson, the deputy chairperson; or in the absence of both the chairperson and deputy chairperson, such member as the members present elect to act as chairperson at that meeting. (5) A public officer shall not have any voting rights at a meeting of the board. (6) The quorum of the board shall be a majority of the appointed members provided that there are at least three voting members present. (7) Every question or matter to be determined by the board at any meeting shall be decided by a majority of the votes of the members present and voting on the question or matter and, in the event of any equal division of votes on any question or matter, the member presiding at the meeting shall give a casting vote. (8) The board may, subject to this Act, make such rules at it thinks fit to regulate its own procedure. Clause 11 Disclosure of member’s interest

(1) If a member has any pecuniary interest, direct or indirect, in any contract, proposed contract, licence or other matter and is present at a meeting of the board at which any of the contract, proposed contract, licence or other matter is to be considered, the member, at or before the meeting or before the matter is considered, shall — (a) disclose the fact; (b) leave the meeting; and not take part in the consideration or discussion or vote on the matter. (2) A member who fails to comply with subsection (1) commits an offence and is liable — (a) on summary conviction, to a fine of five thousand dollars and to imprisonment for six months; and (b) on conviction on indictment, to a fine of ten thousand dollars and to imprisonment for two years, unless the member proves that the member did not know that the matter in which the member had a pecuniary interest was the subject of consideration at that meeting. (3) A disclosure under subsection (1) shall be recorded in the minutes of the board meeting. (4) This section does not apply to — (a) an interest in a contract, proposed contract, licence or proposed licence or other matter which a member has as a member of the public; or (b) an interest in any matter relating to the terms on which the right to participate in any service is offered to the public. Member’s pecuniary interests

(1) For the purposes of section 11, a member shall be treated as having an indirect pecuniary interest in a contract, proposed contract, licence or other matter if — (a) the member, or the nominee of a member appointed under section 7(3)(c), is a member of a company or other body which has a direct or indirect pecuniary interest in the contract, proposed contract, licence or other matter under consideration; (b) the member is a person who is in a partnership in accordance with section 3 of the Partnership Act (2013 Revision) with, or in the employment of, a person — (i) with whom the contract was made or is proposed to be made; or (ii) who has a direct or indirect pecuniary interest in the contract, proposed contract, licence or other matter under consideration; or Clause 13 the member or the member’s partner is a professional adviser to a person who has a direct or indirect pecuniary interest in a contract, proposed contract, licence or other matter under consideration. (2) Subsection (1) does not apply to membership of, or employment by, any public body. (3) In the case of a person who is married or a civil partner as defined by section 2 of the Civil Partnership Act, 2020, the interest of one spouse or civil partner shall be treated, for the purpose of section 9, to also be the interest of the other. PART 3 - PERSONNEL OF THE AUTHORITY Director

(1) The board, after consultation with the Minister, shall appoint a fit and proper person to be the Director. (2) The Director shall be an employee of the Authority and shall be appointed on such terms and conditions of service as determined by the board after it has consulted with the Minister and Chief Officer of the Ministry. (3) The Director shall be the principal executive officer of the Authority entrusted with the day to day administration of the Authority to the extent of the authority delegated to that Director by the board. (4) The Director shall be a full-time officer and render the Director’s services exclusively to the Authority. (5) The Director shall be an ex officio member of the board and shall be answerable to the board for that Director’s acts and decisions. (6) In the event of the absence, or inability to act of the Director, the board may appoint a person to discharge the duties of the Director during the period of the Director’s absence or inability. (7) An appointment made by the board under subsection (6) shall not exceed three months and in the event that the absence of the Director or the inability of the Director to act is anticipated to be for a period exceeding three months, the Cabinet may, after consultation with the board, appoint a person to discharge the duties of the Director for the duration of the Director’s absence or inability. (8) Without prejudice to section 7(8), the board may terminate the appointment of the Director after the chairperson has consulted with the Minister on the matter. Power to employ staff

(1) The Director may, at such remuneration and on such terms and conditions as the board may approve, appoint employees and contract professional, technical or other assistance as the board considers necessary to carry out its functions. Clause 15 (2) Subject to this Act, the board shall determine the executive, management and administrative structure of the Authority for the necessary and proper discharge of the duties and functions of the Authority including the delegation of functions to members and employees and to subcommittees of the board. (3) The board shall also determine — (a) the professional qualifications and requirements of the employees of the Authority and persons under contracts for services with the Authority; (b) the terms and conditions of employment and contracts for services with the Authority; and disciplinary procedures for employees of and for persons under contracts for services with the Authority. PART 4 - FINANCIAL PROVISIONS Revenue and resources of Authority

The funds and resources of the Authority shall comprise — (a) such monies as may be appropriated by law for the purposes of the (b) monies paid and property provided to the Authority by way of grants, donations, rent, interest and other income derived from the investment of the Authority’s funds; monies derived from the disposal of or dealing with real or personal property held by the Authority; (d) monies borrowed by the Authority in accordance with this Act; and (e) any property lawfully received or made available to the Authority. Capital and borrowing powers of Authority

(1) The Authority shall have the power to borrow for, or in connection with, the performance of its functions and duties. (2) In accordance with a resolution of the Parliament, the Cabinet may guarantee the payment of the principal and interest on any authorized borrowings of the Reserve fund

(1) The Authority may maintain a reserve fund. (2) Subject to subsection (3), the Authority may determine — (a) the management of the reserve fund; Clause 18 (b) the sums to be carried from time to time on the credit of the reserve fund; and the application of the reserve fund. (3) No part of the reserve fund shall be applied otherwise than for the purposes of the Authority. (4) The Authority may invest its reserve funds at interest. Financial year

The financial year of the Authority shall be the date set out in paragraph (a) of the definition of “financial year” in section 2 of the Public Management and Finance Act (2020 Revision). Applicability of the Public Management and Finance Act (2020 Revision)

(1) The Authority is a statutory authority as defined in section 2 of the Public Management and Finance Act (2020 Revision) and accordingly that Act applies, among other things, to — (a) the Authority’s expenditure budget for each financial year; and (b) the preparation, maintenance, auditing and publication of the Authority’s accounts. (2) Where the exercise of any power conferred by or under this Act would be inconsistent with the exercise of a power conferred by or under the Public Management and Finance Act (2020 Revision), the Public Management and Finance Act (2020 Revision) shall, to the extent of the inconsistency, prevail over this Act. PART 5 - GENERAL Vesting

All assets and liabilities of the Tourism Attraction Board are transferred to and vest in the Authority for the purpose of this Act. Immunity

Neither the Authority, nor any member or employee of the Authority, shall be liable in damages for anything done or omitted in the discharge or purported discharge of their respective functions under this Act unless it is shown that the act or omission was negligent or in bad faith. Clause 22 Indemnity

The Authority shall indemnify a member against all claims, damages, costs, charges or expenses incurred by that member in the discharge or purported discharge of the member’s functions under this Act, except claims, damages, costs, charges or expenses caused by the negligence or bad faith of that member. Regulations

The Cabinet, after consultation with the Authority, may make regulations to — (a) establish procedures for the conduct of the business of the Authority; (b) prescribe the fees to be charged by the Authority for all services and attractions vested in the Authority; prescribe the manner in which the Authority or the board may execute or perform any function, duty or power under this Act; and (d) give effect to the purposes of this Act. Repeal

(1) Where a transaction or undertaking was entered into by the Tourism Attraction Board and such transaction or undertaking has not been completed at the date of commencement of this Act that transaction or undertaking shall be executed and completed by the Authority and shall be treated as if the transaction or undertaking were entered into by the Authority and in accordance with relevant procedures under this Act. (2) An agreement, deed, bond or other instrument to which the Tourism Attraction Board was a party shall have effect, upon the commencement of this Act, as if the Authority were party to such instruments instead of the Tourism Attraction Board. Passed by the Parliament the day of , 2023. Speaker Clerk of the Parliament