There is hereby established a Board to be called the New Zealand Market Development Board.

The Board shall consist of not more than 14 members comprising—

In appointing members of the Board the Minister shall have regard not only to their personal attributes but also to their knowledge of, and experience in, trade and industry in both the domestic and export markets.

The Board shall be a body corporate with perpetual succession and a common seal and shall be capable of acquiring, holding, and disposing of real and personal property, of suing and being sued, and of doing and suffering all such other acts and things as bodies corporate may do and suffer.

Subject to this section, each appointed member of the Board shall be appointed for a term of not more than 4 years, and shall be eligible for reappointment from time to time.

Unless he sooner vacates his office under subsection (3) of this section, every appointed member shall continue in office until his successor comes into office notwithstanding that his term of office may have expired.

Every appointed member may be removed from office at any time by the Minister for disability, bankruptcy, neglect of duty, or misconduct, proved to the satisfaction of the Minister, or may at any time resign his office by writing addressed to the Minister.

The functions and powers of the Board shall not be affected by any vacancy in its membership.

At its first meeting in each financial year the members of the Board shall elect one of their number to be Deputy Chairman.

Any person elected as Deputy Chairman shall hold office as such for the financial year in which he is elected or until he sooner vacates office as a member of the Board.

At the first meeting of the Board after a vacancy occurs in the office of Deputy Chairman, the Board shall elect one of its members to be Deputy Chairman.

Subject to the provisions of this Act, the Deputy Chairman shall have and may exercise all the powers and duties of the Chairman during his absence or incapacity or while there is a vacancy in the office of the Chairman.

No acts done by a Deputy Chairman shall in any proceedings be questioned on the grounds that the occasion for his so acting had not arisen or had ceased.

If the Minister is satisfied that any appointed member of the Board is incapacitated by illness, absence, or other sufficient cause from performing the duties of his office, the Minister may, after consultation with the Board, appoint a deputy to act for the member during his incapacity.

A member of the Board specified in paragraph (b) or paragraph (c) or paragraph (d) of section 3(2) of this Act may appoint any officer of his department to attend any meeting or meetings of the Board in his place. The fact that any such officer so attends shall be sufficient evidence of his authority to do so.

Any person appointed under this section shall, while he so acts, be deemed to be a member of the Board.

No appointment of a person under this section and no acts done by him as such, and no acts done by the Board while any person is acting as such, shall in any proceedings be questioned on the ground that the occasion for his appointment had not arisen or had ceased.

Meetings of the Board shall be held at such times and places as the Board or the Chairman appoints.

The Chairman may at any time call a special meeting of the Board, and shall call a special meeting when requested to do so in writing by any 2 members of the Board.

At any meeting of the Board the quorum shall be half the members if the total membership of the Board is even and a majority of the members if the total membership is odd, of which at least one shall be a member specified in paragraph (b) or paragraph (c) or paragraph (d) of section 3(2) of this Act and at least 3 shall be members appointed under section 3(2)(a) of this Act.

The Chairman shall preside at all meetings of the Board at which he is present. In the absence of the Chairman, the Deputy Chairman shall preside.

In the absence of the Chairman and the Deputy Chairman from any meeting the members present shall appoint one of their number to be Chairman for the purposes of that meeting.

No acts done by the Chairman appointed under subsection (5) of this section shall in any proceedings be questioned on the ground that the occasion for his so acting had not arisen or had ceased.

All questions arising at any meeting of the Board shall be decided by a majority of votes of the members present and voting. The presiding member shall have a deliberative vote and, in the event of an equality of votes, shall also have a casting vote.

A resolution in writing signed, or assented to by letter, telegram, cable, or telex message, by all the members of the Board shall be as valid and effective as if it had been passed at a meeting of the Board duly called and constituted.

Subject to this Act, the Board may regulate its own procedure.

The Board may from time to time appoint, alter, discharge, and reconstitute advisory or technical committees consisting of such number of persons as it thinks fit to advise the Board on such matters relating to its functions and powers as are referred to them by the Board.

A person may be appointed to be a member of any committee under this section whether or not he is a member of the Board.

Subject to the provisions of this Act and to any directions given by the Board, every such committee may regulate its own procedure.

The Board and every committee of the Board are hereby declared to be statutory Boards within the meaning of the Fees and Travelling Allowances Act 1951.

There shall be paid to the appointed members of the Board and to the members of every committee appointed by the Board (out of the Board’s funds) remuneration by way of fees, salary or allowances, and travelling allowances and expenses, in accordance with the Fees and Travelling Allowances Act 1951; and the provisions of that Act shall apply accordingly.

If any matter before the Board or any committee of the Board is a matter in which a member of the Board or committee has any direct or indirect pecuniary interest, other than an interest in common with the public, that member shall, when the matter is raised, declare to the meeting that he has a pecuniary interest in the matter.

Every declaration of interest made under subsection (1) of this section shall be recorded in the minutes of the meeting.

The primary function of the Board shall be to foster New Zealand’s foreign-exchange earnings by promoting, encouraging, financing, and assisting activities carried out or proposed to be carried out by a sector group or combination of sector groups for the purpose of developing overseas markets for New Zealand goods and services.

Without limiting the Board’s primary function specified in subsection (1) of this section, the Board shall also have the following functions:

The Board shall have all the powers that are reasonably necessary or expedient to enable it to carry out its functions.

Without limiting the generality of its powers under subsection (1) of this section, for the purposes of carrying out its functions, the Board may—

The Board shall liaise with statutory producer boards, councils, and marketing authorities responsible for the marketing or the co-ordination of marketing of goods and services with a view to encouraging co-operative and mutually beneficial export market development.

The Board shall appoint and employ a suitably qualified person to act as the chief executive officer to the Board.

The chief executive officer shall be appointed for a term of not more than 5 years and shall be eligible for reappointment.

The chief executive officer shall carry out such duties as may from time to time be assigned to him by the Board, and shall be responsible for the supervision of officers and employees appointed pursuant to section 15 of this Act and of persons appointed pursuant to section 16 of this Act.

Subject to any contract of service, the Board may at any time, for reasonable cause, remove the chief executive officer from office.

The chief executive officer shall be paid such salary, allowances, and expenses as the Board from time to time determines.

Subject to the provisions of this section, the Board may from time to time appoint such other officers and employees (including officers and employees on secondment from other organisations and acting or temporary or casual officers and employees) as it thinks necessary for the efficient performance and exercise of its functions and powers, and, subject to subsection (3) of this section and to any contract of service, may at any time remove any officer or employee from office or employment.

The number of officers and employees who may be appointed under subsection (1) of this section, whether generally or in respect of any specified duties, shall be determined from time to time by the Minister.

Officers and employees appointed under subsection (1) of this section shall be employed on such terms and conditions of employment and shall be paid such salaries and allowances as the Board from time to time determines after consultation with the State Services Commission.

The Board may from time to time appoint any person with expert knowledge or other attributes of value to the Board to carry out any specific activity which will assist the Board in performing and exercising its functions and powers.

Any person appointed under subsection (1) of this section shall be appointed on such terms and conditions and shall be paid such remuneration and allowances as the Board thinks

For the purpose of providing superannuation or retiring allowances for its officers or employees appointed under section 14 or section 15 of this Act, the Board may from time to time pay sums of money by way of subsidy into any scheme under the National Provident Fund Act 1950 containing provision for employer subsidy or into any other employer-subsidised scheme approved by the Minister of Finance for the purposes of this section.

Notwithstanding anything in this Act, any person who, immediately before becoming the chief executive officer or an officer or employee of the Board, is a contributor to the Government Superannuation Fund under Part II of the Government Superannuation Fund Act 1956 shall be deemed, for the purposes of the Government Superannuation Fund Act 1956, to be employed in the Government service so long as he continues to be an officer or employee of the Board; and that Act shall apply to the person in all respects as if service as such an officer or employee were Government service. For the purposes of the Government Superannuation Fund Act 1956, the controlling authority in relation to any such person shall be the Board.

Subject to the Government Superannuation Fund Act 1956, nothing in subsection (2) of this section shall entitle any person to whom that subsection applies to become a contributor to the Government Superannuation Fund after ceasing to be a contributor to that fund.

No member of the Board or any of its committees, and no officer or employee of the Board or person appointed under section 16 of this Act, shall be personally liable for any liability of the Board or for any act done or omitted by the Board or any of its committees, or by any member, officer, or employee of the Board or person so appointed, in good faith in pursuance or intended pursuance of the functions or powers of the Board.

In the performance and exercise of its functions and powers under this Act the Board shall give effect to the policy of the Government in relation to those functions and powers as communicated to it from time to time by notice in writing by the Minister.

If a notice is given to the Board under subsection (1) of this section, the Minister, as soon as practicable after giving it, shall publish it in the Gazette and lay a copy of it before Parliament.

The Board may from time to time delegate in writing to any committee of the Board, or to any member, officer, or employee of the Board, or to any person appointed under section 16 of this Act, any of the functions or powers of the Board under this Act, except the power of delegation conferred by this subsection.

A delegation made under this section to a committee shall only be made to a committee that consists wholly or partly of persons who are members, officers, or employees of the Board.

Any delegation under this section may be made to—

Any delegation under this section may be made subject to such conditions and restrictions as the Board thinks fit, and may be made either generally or in relation to any particular matter or class of matters.

Subject to any general or special directions given or conditions or restrictions imposed by the Board, the committee or person to whom any functions and powers are delegated may exercise them in the same manner and with the same effect as if they had been conferred on it or him directly by this Act and not by delegation.

Every committee or person purporting to act pursuant to any delegation under this section shall, in the absence of proof to the contrary, be presumed to be acting in accordance with the terms of the delegation.

Every delegation under this section shall be revocable at will.

No delegation under this section shall prevent the performance or exercise of any function or power by the Board.

The Minister shall from time to time call together a meeting of persons to be known as the New Zealand Market Development Council.

The Council shall comprise—

The Council shall be called together not less than once in each year at such times and places as the Minister appoints.

The Chairman shall preside at every Council meeting at which he is present.

All questions arising at any meeting of the Council shall be decided by a majority of votes of the persons invited to the meeting by the Minister who are present and voting.

The functions of the Council shall be—

The funds and resources of the Board shall consist of—

In carrying out activities under this Act in conjunction with sector groups, the Board shall seek to obtain, in total, not less than 50 percent of the costs of those activities from the sector groups involved.

For the purposes of this Act the Board shall maintain, at any trading bank, bank accounts into which shall be paid all money received by the Board.

The Board may from time to time open at the bank or banks at which its accounts are kept, or at any branch or agency of that bank or those banks, such imprest or subsidiary accounts as the Board thinks necessary for the performance and exercise of its functions and powers.

The Board may also from time to time establish such special funds or reserves as the Board thinks necessary for the performance and exercise of its functions and powers.

Every account under this section shall be operated upon only by cheque or other instrument (not being a bill or promissory note) signed by such person or persons as may from time to time be authorised by the Board for that purpose.

Notwithstanding anything in section 25 of this Act, the Board may open and operate at any overseas bank such bank accounts as are necessary or desirable for the performance and exercise of its functions and powers.

The Board may invest any of its money not immediately required by it in any investment authorised as a trustee investment under the Trustee Act 1956, or in any other investment from time to time authorised by the Minister of Finance for the purpose.

The Board may, with the consent of the Minister of Finance and subject to such conditions as that Minister thinks fit, borrow money and mortgage or charge any of its real or personal property.

The Minister of Finance may from time to time—

All money advanced by the Minister of Finance under subsection (2)(a) of this section shall be paid from money appropriated by Parliament for the purpose.

The Board may, in any financial year, expend out of its funds for purposes not authorised by this or any other Act any sum or sums totalling not more than $5,000.

The financial year of the Board shall end with the 31st day of March or with such other day in any calendar year as the Board, with the approval of the Minister, may determine.

The Board shall keep full and correct accounts of all money received and expended by it.

Within 3 months after the end of each financial year, or within such further period as the Minister may allow, the Board shall cause to be prepared full and true statements and accounts of all its income and expenditure in that year and of its assets and liabilities at the end of that year. Such statements and accounts shall show which funds expended by the Board were provided by funds of the Board and shall also show the amount of funds contributed by sector groups.

The statements and accounts shall be audited by the Audit Office which, for that purpose, shall have the same powers as it has under the Public Finance Act 1977 in respect of public money and stores and the audit of local authorities’ accounts.

As soon as practicable after the end of each financial year the Board shall deliver to the Minister a report of its operations during that year in the development of New Zealand’s foreign-exchange earnings, together with a copy of its duly audited accounts for that year and the report of the Audit Office on those accounts.

A copy of the annual report and of the accounts of the Board, together with a copy of the report of the Audit Office on the accounts, shall be laid before Parliament as soon as practicable after their receipt by the Minister.

The Board shall be exempt from land tax and income tax.

Any contract that, if made between private persons, must be by deed shall, when made by the Board, be in writing signed by 2 members of the Board.

Any contract that, if made between private persons, must be in writing signed by the parties to be charged with it may, when made by the Board, be in writing signed by any person acting on behalf of and under the express or implied authority of the Board.

Any contract that may be made orally between private persons, when made by the Board, may be made orally by any person acting on behalf of and under the express or implied authority of the Board.

As soon as practicable after the expiry of the period of 5 years commencing on the date of commencement of this Act the Council shall appoint a committee consisting of not more than 12 members of the Council; and that committee shall—

and report its findings to the Minister.

The members of the committee shall elect one of their number to be Chairman.

Section 7 of this Act, with the necessary modifications, shall apply in respect of every meeting of the committee.

There shall be paid to every member of the committee, out of the Board’s funds, remuneration by way of fees or allowances, and travelling allowances and expenses, in accordance with the Fees and Travelling Allowances Act 1951 as if the member was a member of a statutory Board within the meaning of that Act.

The First Schedule to the Official Information Act 1982 is hereby amended by inserting, in its appropriate alphabetical order, the following item: