§ 13 (1) A public benefit organisation is to have a board of directors.
§ (2) The constitution is to provide for all the powers of the organisation to be exercisable by the board of directors on its behalf.
§ (3) But the constitution may provide for any of those powers to be delegated to a committee of directors or to an executive director.
§ 14 (1) The board is to consist of—
- (a) executive directors, one of whom is to be the chief executive and another the finance director,
- (b) non-executive directors, one of whom is to be the chairman.
§ (2) Only a member of the public constituency is eligible for appointment as a non-executive director.
15 (1) It is for the board of governors at a general meeting to appoint or remove the non-executive directors.
Removal of a non-executive director under this subparagraph requires the approval of three-quarters of the members of the board.
(2) It is for the non-executive directors to appoint or remove the chief executive.
(3) It is for the chief executive to appoint or remove the executive directors.
(4) An appointment or removal under subparagraph (2) or (3) requires the approval of a majority of the board of governors voting at a general meeting.
16 (1) It is for the board of governors at a general meeting to decide the remuneration and allowances, and the other terms and conditions of office, of the non-executive directors.
(2) The organisation is to establish a committee of non-executive directors to decide the remuneration and allowances, and the other terms and conditions of office, of the executive directors.