Scottish National Investment Bank Bill 3 Part 1—Establishment of the Bank Chapter 2—The Bank’s articles of association on establishment (2) The articles of association must also mention the following as examples of the form which financial assistance given by the Bank may take— (a) investment by the Bank (alone or with others) through the acquisition of loan or share capital in any company, 5 (b) investment by the Bank (alone or with others) through the acquisition of any— (i) undertaking, or (ii) assets, (c) a loan (secured or unsecured, and with or without interest), (d) insurance or a guarantee to meet any contingency (including default on payment 10 of a loan or any other failure to fulfil a contractual obligation). 4 Borrowing powers The articles of association must include a prohibition on the Bank borrowing from anyone other than the Scottish Ministers. 5 Ownership 15 The articles of association must preclude— (a) shares in the Bank from being allotted to anyone other than the Scottish Ministers, (b) the Scottish Ministers from transferring their shares in the Bank. 6 Directors: appointment (1) The articles of association must provide that— 20 (a) the Bank is to have between 9 and 13 directors, (b) there must be at least 2 executive directors (one of whom must be designated in the articles as chief executive and the other as chief financial officer), (c) there may not be more than 4 executive directors, (d) at least two thirds of the directors must be non-executive directors. 25 (2) The articles of association must provide that all of the Bank’s directors are to be appointed by the Scottish Ministers. (3) The articles of association must provide that the chair of the Bank’s board is to be one of the non-executive directors appointed to the office of chair by the Scottish Ministers. (4) In appointing non-executive directors, the Scottish Ministers must have regard to the 30 desirability of ensuring that non-executive directors (as a whole) have experience or knowledge of the issues facing workers and businesses in Scotland. (5) In considering, for the purpose of subsection (4), the particular experience or knowledge that non-executive directors (as a whole) should have, the Scottish Ministers must consult— 35 (a) persons appearing to them to represent trade unions operating in Scotland, (b) persons appearing to them to represent businesses operating in Scotland. 4 Scottish National Investment Bank Bill Part 1—Establishment of the Bank Chapter 2—The Bank’s articles of association on establishment 7 Directors: tenure (1) The articles of association must provide that— (a) the period of a non-executive director’s appointment is to be a period, not exceeding 5 years, specified by the Scottish Ministers when making the 5 appointment, (b) a person may be appointed to the office of non-executive director more than once, (c) no person may hold the office of non-executive director for a cumulative period exceeding 8 years. (2) The articles of association must provide that a person ceases to hold the office of 10 director as soon as— (a) the person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law, (b) the person becomes insolvent, meaning— (i) the person’s estate has been sequestrated, 15 (ii) the person has granted a trust deed for, or entered into a composition contract with, creditors, (iii) the person has been adjudged bankrupt, (iv) a voluntary arrangement proposed by the person has been approved, (v...