12. (1) The Board shall consist of the following Directors, namely:ÔÇö
(a) the Chairman to be appointed by the Government;
(b) two Directors to be appointed by the Government from amongst persons serving under the Government;
(c) one Director to be nominated by the Bangladesh Bank;
(d) the Managing Director, Shilpa Bank, ex-officio;
(e) the Managing Director, Shilpa Rin Sangstha, ex-officio;
(f) four Directors to be elected by the shareholders other than the Government, Bangladesh Bank, Shilpa Bank and the Shilpa Rin Sangstha;
(g) the Managing Director to be appointed by the Government:
Provided that in constituting the Board for the first time, the Government shall appoint four Directors in place of the Directors required to be elected under clause (f) of sub-section (1).
(2) The Director nominated under clause (c) of sub-section (1) shall hold office during the pleasure of the authority which nominated him.
(3) A Director elected under clause (f) of sub-section (1) shall hold office for a term of three years and shall continue in office thereafter until his successor is elected and shall also be eligible for re-election.
(4) A casual vacancy in the office of an elected Director shall be filled by election and the person elected to fill such vacancy shall hold office for the unexpired period of his predecessor:
Provided that it shall not be necessary to fill a vacancy for a period not exceeding three months.
(5) The Managing Director shall be the Chief Executive Officer of the Corporation.
(6) The Managing Director or other Directors shall exercise such powers, perform such functions and discharge such duties as may be prescribed or assigned to them by the Board.