Technology Innovation Agency Act, 2008

10. Meetings of Board 11. 12. 13. 14. 15. 16. 17. 18. 19. Chief E x e c u t i ve Officer of A g e n cy E m p l o y e es of A g e n cy C o m m i t t e es of Board F u n d i ng of A g e n cy Liquidation of A g e n cy Regulations Repeal of law Transitional provisions Short title and c o m m e n c e m e nt Definitions

1. In this Act, unless the context indicates o t h e r w i s e— " A g e n c y" m e a ns the T e c h n o l o gy Innovation A g e n cy established by section 2: " B o a r d" m e a ns the Board of the A g e n cy contemplated in section 5; " C h i ef E x e c u t i ve Officer" m e a ns the person appointed as such in terms of section 11; " D e p a r t m e n t" m e a ns the D e p a r t m e nt of Science and T e c h n o l o g y: "intellectual p r o p e r t y" m e a ns an invention, including any patent applications and registered patents as defined in the Patents Act, 1978 (Act N o. 57 of 1978). or any copyright w o r ks as defined in the C o p y r i g ht Act. 1978 (Act N o. 98 of 1978), plant breeders rights or d e s i g ns as defined in the Designs Act, 1995 (Act N o. 195 of 1993), or t r a d e m a r ks as defined in the T r a d e m a rk Act. 1993 (Act N o. 194 of 1993); Act No. 26, 2008 TECHNOLOGY INNOVATION AGENCY ACT. 2008 " M i n i s t e r" m e a ns the Minister responsible for Science and T e c h n o l o g y; " p r e s c r i b e d" m e a ns prescribed by regulations m a de in terms of section 16; "technological i n n o v a t i o n" m e a ns the application in practice of creative new ideas, which includes inventions, discoveries and the p r o c e s s es by which new products and services enter the market and the creation of new businesses; "this A c t" includes the regulations. E s t a b l i s h m e nt of A g e n cy 2. (1) There the T e c h n o l o gy is hereby established a juristic person k n o wn as Innovation A g e n cy which is capable of suing and being sued in its own n a me and of performing, subject to this Act, such acts as are necessary for or incidental to the carrying out of its objects. (2) T he Public Finance M a n a g e m e nt Act, 1999 (Act N o. 1 of 1999), applies to the Agency. O b j e ct of A g e n cy

3. T he object of the A g e n cy is to support the Stale in stimulating and intensifying technological innovation in order to i m p r o ve e c o n o m ic growth and the quality of life of all South Africans by developing and exploiting technological innovations. P o w e rs a nd duties of A g e n cy 4. (1) The A g e n cy m a y— (a) on such conditions as the Board m ay d e t e r m i n e— (i) provide financial and any other assistance to any person, for the p u r p o se (ii) (iii) innovation: of enabling that person to d e v e l op any technological establish a c o m p a ny c o n t e m p l a t ed in the C o m p a n i es Act, 1973 (Act N o. 61 of 1973). or in collaboration with any p e r s o n, establish such a c o m p a ny for the purpose of d e v e l o p i ng or exploiting any technological innovation: the d e v e l o p m e nt or in any person u n d e r t a k i ng acquire any exploitation of any technological innovation supported by the A g e n c y; technological interest (iv) d r aw together and integrate the m a n a g e m e nt of different innovations, incubation and diffusion initiatives in South Africa; (v) d e v e l op the national capacity and infrastructure to protect and exploit intellectual properly derived from research financed by the A g e n c y: and acquire rights in or to any technological innovation supported by the A g e n cy from any person, or assign any person any right in or to such technological innovation: (vi) (b) (c) (d) apply for patents or the revocation thereof and institute any legal action in respect of any infringement of intellectual property rights; p u r c h a se or hire land or buildings or erect buildings and alienate such land or terminate or assign any such hire and. in the case of buildings in w h i ch the business of the Agency is being c o n d u c t e d, let such portions as are for the lime being not required for the business of the A g e n c y; establish such offices, including regional offices, as the Board in consultation with the Minister may d e t e r m i n e: Act No. 26, 2008 TECHNOLOGY INNOVATION AGENCY ACT. 2008 (e) (f) (g) p u r c h a s e, take on lease, hire out or alienate any m o v a b le property; take such security as it may d e em fit, including special m o r t g a ge b o n ds over in m o v a b le property, notarial bonds over m o v a b le property, p l e d g es of movable property, cessions of rights and in general any other form of c o v er or security: and generally deal with any matter necessary or incidental to the p e r f o r m a n ce of its functions in terms of this Act. (2) W h e re the A g e n cy enters into a transaction with a person as c o n t e m p l a t ed in subsection (1)(a)(ii) and (iii). the A g e n cy may. after consultation with the Minister, elect to be represented in the Board of such person. (3) W h e re a right in or to any technological innovation has, in terms of subsection ( l ) ( a ) ( v i ), been acquired by the A g e n cy or assigned by the A g e n cy to any person, the A g e n cy or such person, as the case may be. must for the purposes of the Patents Act, 1978, be regarded as the assignee of the discoverer or inventor of such technological innovation. B o a rd of A g e n cy 5. (1) T h e re is hereby established a Board, k n o wn as the Board of the A g e n c y, consisting of— (a) (b) (c) a chairperson; not less than six and not m o re than nine m e m b e r s; and the Chief Executive Officer of the Agency, as an ex officio m e m b e r. (2) T he Board is responsible for the m a n a g e m e nt and control of the A g e n c y. (3) T he Board must prepare an Investment F r a m e w o rk Policy, as prescribed, and review such policy on an annual basis. (4) T he Minister must appoint a panel which must c o m p i le a shortlist of c a n d i d a t es for m e m b e rs of the Board, and such shortlist must be c o m p i l ed after a transparent and competitive nomination p r o c e s s. (5) T he m e m b e rs of the Board c o n t e m p l a t ed and (b) are appointed by the Minister, in consultation with the National A s s e m b l y, on the g r o u n ds of their k n o w l e d ge a:id experience in technological innovation, technology m a n a g e­ ment, intellectual property and commercialisation thereof and b u s i n e ss skills which, when considered collectively, should enable them to attain the objects of the A g e n c y. (6) Subject to the Promotion of Administrative Justice Act, 2 0 00 (Act N o. 3 of 2 0 0 0 ). in subsection (1)(a) the Minister m ay dissolve the Board on the g r o u n ds of m i s m a n a g e m e n t. (7) (a) W h en the Minister dissolves the Board in terms of subsection (6), the Minister may appoint an interim body for the continued g o v e r n a n ce and control of the affairs of the Agency, on such conditions as the Minister may d e t e r m i n e. (b) Such a body must be appointed for a period not e x c e e d i ng six m o n t hs or until the n ew Board is appointed in terms of subsection (5), w h i c h e v er is the lesser. Disqualification f r om m e m b e r s h ip

6. A person may not be appointed or continue as a m e m b er of the B o a rd if such person i s— (a) (b) (c) (J) (e) (f) declared by a competent court to be mentally ill. as defined in the M e n t al Health Act. 1973 (Act N o. 18 of 1973); convicted of an offence and sentenced to i m p r i s o n m e nt without the option of a line, or in the case of fraud, to a fine or i m p r i s o n m e n t; elected as a m e m b er of National Assembly, a provincial legislature or the council of a municipality, or is appointed as a delegate to the National Council of Provinces by a provincial legislature: not a South African citizen or cease to be be a South African citizen: r e m o v ed from a position of trust by a c o m p e t e nt court of law; or an unrehabilitated insolvent. Act No. 26, 2008 TECHNOLOGY INNOVATION AGENCY ACT, 2008 R e m o v al f r om office and v a c a t i on of office 7. (1) T he Minister may, after consultation with the m e m b e rs of the Board, r e m o ve a m e m b er of the Board from office on account of— (a) m i s c o n d u c t; (b) (c) inability to perform the duties of his or her office efficiently; absence from three consecutive m e e t i n gs of the Board without the leave of the Board, except on g o od c a u se s h o w n. (2) If a m e m b er of the Board ceases to hold office or is r e m o v ed from office in terms the criteria of subsection contemplated in section 5(5) in that m e m b e r 's place for the r e m a i n i ng part of the term of office. the Minister m ay appoint a person w ho m e e ts (1), (3) A m e m b er must vacate his or her office if— (a) (b) he or she is disqualified in terms of section 6; or he or she tenders his or her resignation to the Minister and the Minister accepts the resignation. Term of office of m e m b e rs of B o a rd 8. (1) M e m b e rs of the Board hold office for a period of four years and are eligible for r e a p p o i n t m e nt on expiry of their term. (2) W h en reappointing m e m b e rs of the Board, the Minister must ensure that the term of office of m e m b e rs of the B o a rd will not expire at the same time. (3) A m e m b er may not serve m o re than two consecutive terms. R e m u n e r a t i on of m e m b e rs of B o a rd

9. M e m b e rs of the Board receive such r e m u n e r a t i on and a l l o w a n c es as the Minister, with the c o n c u r r e n ce of the Minister of F i n a n c e, may d e t e r m i n e. M e e t i n gs of B o a rd 10. (1) T he chairperson must preside at a m e e t i ng of the Board. (2) If the chairperson is not present at the m e e t i ng of the Board, the m e m b e rs of the Board present at that m e e t i ng must elect from a m o n g st t h e m s e l v es a m e m b er to preside at such a meeting. (3) T he Board must meet at least four times a year at such time and place as the B o a rd may d e t e r m i n e. (4) T he Board m ay d e t e r m i ne the p r o c e d u re for its m e e t i n g s. (5) T he c h a i r p e r s o n— (a) may c o n v e ne a special meeting of the Board; and (b) must, within 14 days of receipt of a written request signed by at least t wo thirds of the m e m b e rs of the Board to c o n v e ne a special m e e t i n g, c o n v e ne such a special meeting. (6) A q u o r um for a meeting of the Board is two thirds of the m e m b e rs eligible to vote at that meeting. (7) A decision of the Board must be taken by resolution of the majority of the m e m b e rs present at a m e e t i ng of the Board, and, in the event of an equality of votes the person presiding at the meeting has a casting vote in addition to his or her deliberative vote. (8) A m e m b er of the Board may not vote or in any m a n n er be present d u r i ng or participate in the p r o c e e d i n gs at any meeting of the Board if, in relation to any matter before the Board, he or she has any interest which precludes him or her from p e r f o r m i ng his or her functions as a m e m b er of the Board in a fair, unbiased and proper manner. Chief E x e c u t i ve Officer of A g e n cy 11. (1) T he Minister must, on the r e c o m m e n d a t i on of the B o a r d, appoint a suitably skilled and qualified person as the Chief Executive Officer w ho m u st be responsible for the m a n a g e m e nt of the affairs of the A g e n c y. (2) T he a p p o i n t m e nt m u st be m a de after following a transparent and c o m p e t i t i ve selection process. Act No. 26, 2008 TECHNOLOGY INNOVATION AGENCY ACT, 2008 (3) T he Chief E x e c u t i ve Officer the a d m i n i s t r a t i o n, general m a n a g e m e nt and control of the day-to-day functioning of the A g e n c y, subject to the directions and instructions issued by the Board. is responsible for (4) T he Chief Executive Officer is accountable to the Board on the mailers referred to in subsection (3). (5) T he Chief Executive Officer holds office for a period not e x c e e d i ng five years and is eligible for r e a p p o i n t m e nt on expiry of his or her term. (6) T he Chief Executive Officer may not serve m o re than two c o n s e c u t i ve t e r m s. (7) T he Chief Executive Officer holds office on such t e r ms and conditions, i n c l u d i ng those relating to remuneration and a l l o w a n c e s, as the Minister, after c o n s i d e r i ng the r e c o m m e n d a t i o ns of the B o a rd and in consultation with the Minister of F i n a n c e, m ay determine in writing. (8) T he Chief Executive Officer must enter into a p e r f o r m a n ce a g r e e m e nt with the Board within three m o n t hs of taking up his or her post as Chief E x e c u t i ve Officer. (9) W h e n e v er for any reason the Chief Executive Officer is absent from office for a period of m o re than t wo m o n t h s, or unable to carry out his or her duties, or w h e n e v er there is a vacancy in the office of the Chief E x e c u t i ve Officer, the Minister may. with the c o n c u r r e n ce of the Board, appoint any person w ho meets the r e q u i r e m e n ts d e t e r m i n ed in terms of subsection (1) to act as Chief Executive Officer, until the Chief E x e c u t i ve Officer the vacant position of the Chief Executive Officer is tilled. is able to r e s u me those functions or until (10) T he acting Chief E x e c u t i ve Officer has all the p o w e rs and performs all the duties of the Chief E x e c u t i ve Officer. E m p l o y e es of A g e n cy 12. (1) T he Chief E x e c u t i ve Officer must, on such t e r ms and c o n d i t i o ns as the B o a rd such may d e t e r m i n e, appoint e m p l o y e es of the A g e n cy or receive on s e c o n d m e nt persons as are necessary to enable the A g e n cy to perform its functions. such (2) T he A g e n cy must pay the e m p l o y e es of the A g e n cy the Minister, in consultation with r e m u n e r a t i o n, the allowances, subsidies and other benefits as Minister of Finance, may d e t e r m i n e. (3) T he Chief E x e c u t i ve Officer the a d m i n i s t r a t i ve control, organisation and discipline of the e m p l o y e es of the A g e n cy and for e n s u r i ng c o m p l i a n ce with applicable labour legislation. is responsible for (4) T he A g e n cy may, under the Pension F u n ds Act, 1956 (Act N o. 24 of 1956). establish any pension fund for its e m p l o y e e s. C o m m i t t e es of B o a rd 13. (1) T he Board may establish one or more c o m m i t t e es to perform such functions as the Board may d e t e r m i n e. (2) T he Board may appoint as m e m b e rs of such c o m m i t t e e s— (a) (b) (c) any m e m b er of the B o a r d; any e m p l o y ee of the A g e n c y: or any other person with suitable skills or e x p e r i e n c e, w ho must be paid such r e m u n e r a t i on and a l l o w a n c es as the Minister, with the c o n c u r r e n ce of the Minister of F i n a n c e, may d e t e r m i n e. (3) T he Board m ay at any time dissolve or reconstitute a c o m m i t t e e. (4) T he B o a rd is not absolved from the performance of any function assigned to any c o m m i t t ee u n d er this section. F u n d i ng of A g e n cy r e v e n u e, including interest derived from its i n v e s t m e n t s: 14. (1) T he funds of the A g e n cy consist of— (a) m o n ey appropriated by Parliament: (b) (c) m o n ey raised or b o r r o w ed by the A g e n c y; (d) m o n ey obtained from such other sources as the B o a rd may, from t i me to time, determine and as may be consistent with the objects and functions of the A g e n c y; and d o n a t i o ns and contributions. (c) Act No. 26, 2008 TECHNOLOGY INNOVATION AGENCY ACT. 2008 (2) Subject to this section, all income and property and all the p r o c e e ds of the A g e n cy must be applied exclusively to the promotion of the object of the A g e n c y. (3) T he A g e n cy may, in the prescribed manner, establish and maintain reserve funds, in the a g g r e g a te of which m ay not exceed an a m o u nt a p p r o v ed by consultation with the M i n i s t er of F i n a n c e. the Minister L i q u i d a t i on of A g e n cy

15. T he A g e n cy m ay not be w o u nd up except by or under the authority of an Act of Parliament. R e g u l a t i o ns

16. T he Minister m ay m a ke regulations with regard t o— (a) (b) (c) (d) the establishment and m a i n t e n a n ce of r e s e r ve funds of c o n t e m p l a t ed in section 14(3); the I n v e s t m e nt F r a m e w o rk Policy c o n t e m p l a t ed in section 5 ( 3 ); any matter that m ay or m u st be prescribed in t e r ms of this A c t; any ancillary or is necessary to prescribe for the proper implementation or administration of this Act. incidental administrative or procedural matter the A g e n cy as that Repeal of law

17. T he Inventions D e v e l o p m e nt Act, 1962 (Act N o. 31 of 1962), is hereby repealed. Transitional p r o v i s i o ns a nd s a v i n gs 18. (1) T he South African Inventions D e v e l o p m e nt C o r p o r a t i on (herein after referred to as the C o r p o r a t i o n) established by section 2 of the Inventions D e v e l o p m e nt Act, 1962 (Act N o. 31 of 1962), is hereby disestablished. (2) T he A c c o u n t i ng Officer of the Department must deregister the South African Inventions D e v e l o p m e nt Corporation in terms of the C o m p a n i es Act, 1973 (Act N o. 61 of 1973). (3) T he board of directors of the Corporation c o n t e m p l a t ed the Inventions D e v e l o p m e nt Act, 1962 (Act N o. 31 of 1962), (herein after referred to as the Inventions D e v e l o p m e nt A c t ), is hereby dissolved. in section 6 of (4) At the c o m m e n c e m e nt of this A c t— (a) (b) (c) all the rights, assets, obligations and liabilities of the C o r p o r a t i on vest in the Council for Scientific and Industrial Research, (herein after referred to as the C S I R ): the personnel of the Corporation c o n t e m p l a t ed in section 5 of the Inventions D e v e l o p m e nt Act must be transferred to the C S IR in a c c o r d a n ce with section 197 of the L a b o ur Relations Act, 1995 (Act N o. 66 of 1995); and a n y t h i ng d o ne in terms of the Inventions D e v e l o p m e nt Act prior to such c o m m e n c e m e nt and w h i ch may be d o ne in terms of this Act, must be d e e m ed as having been d o ne in terms of this Act. S h o rt title a nd c o m m e n c e m e nt

19. T h is Act is called the T e c h n o l o gy Innovation A g e n cy Act, 2 0 0 8, and c o m es into operation on a date d e t e r m i n ed by the President by proclamation in the Gazette.