LegalizeFinance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024
PART 1 Preliminary and General
1. Short title and commencement
1. (1) This Act may be cited as the Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024.
(2) This Act shall come into operation on such day or days as the Minister may, by order or orders either generally or with reference to any particular purpose or provision, appoint and different days may be so appointed for different purposes or different provisions.
2. Definition
2. In this Act, “Minister” means the Minister for Finance.
PART 2 Prescribed European Investment Bank Contribution Agreements
3. Prescribed European Investment Bank Contribution Agreements
3. (1) The Minister may by order prescribe a contribution agreement between the State and the European Investment Bank (in this section referred to as a “prescribed EIB Contribution Agreement”) for the purposes of this section where—
(a) the contribution agreement relates to a trust fund or other contribution-based financing mechanism established by the European Investment Bank for the purpose of granting finance in accordance with its Statute, and
(b) the contribution agreement specifies—
(i) the amount that the State agrees to contribute to the trust fund or other contribution-based financing mechanism concerned, and
(ii) the terms on which the contribution shall be made.
(2) Where the Minister makes an order under subsection (1), the terms of the prescribed EIB Contribution Agreement concerned shall be appended to the order.
(3) The State may enter into a prescribed EIB Contribution Agreement.
(4) For the purposes of subsection (3), the Minister—
(a) may execute the prescribed EIB Contribution Agreement concerned and enter into the commitments provided under that agreement, and
(b) shall have all such powers as may be required to do anything necessary or expedient to be done for the purposes of the performance by the State of its obligations under the agreement.
(5) Subject to subsection (6), the State may agree to an amendment being made to a prescribed EIB Contribution Agreement.
(6) Where any amendment is proposed to be made to a prescribed EIB Contribution Agreement, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House.
(7) Any amendment made to a prescribed EIB Contribution Agreement in accordance with subsections (5) and (6) shall be published in Iris Oifigiúil by or on behalf of the Minister.
(8) A reference in this section to a prescribed EIB Contribution Agreement shall, where the context so admits, include a reference to that agreement as amended in accordance with subsections (5) and (6).
(9) There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate—
(a) in respect of a single prescribed EIB Contribution Agreement, the sum of €35,000,000, and
(b) in respect of all prescribed EIB Contribution Agreements, the sum of €175,000,000,
as may be required to enable the State to comply with its obligations under each prescribed EIB Contribution Agreement.
(10) All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with a prescribed EIB Contribution Agreement shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.
(11) For the purposes of the calculation of the aggregate amount of any payment that may be made by the Minister in accordance with subsection (9), account shall be taken of any moneys received by or on behalf of the State in accordance with subsection (10).
(12) In respect of each reporting period the Minister shall, as soon as practicable after the end of the period, cause a report to be laid before Dáil Éireann which includes the following information:
(a) the aggregate amount of payments (if any) made by the State to enable it to comply with its obligations under each prescribed EIB Contribution Agreement during the reporting period concerned;
(b) the aggregate amount of payments (if any) made by the State to enable it to comply with its obligations under each prescribed EIB Contribution Agreement from the date of the coming into operation of this section to the end of the reporting period concerned.
(13) An order under subsection (1) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House sits after the order is laid before it, the order shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.
(14) In this section, “reporting period” means—
(a) in the case of the first report made under subsection (12), the period beginning on the date of the coming into operation of this section and ending on 31 December next following that date, and
(b) in the case of each subsequent report made under subsection (12), the period beginning on 1 January and ending on 31 December next following the immediately preceding reporting period.
PART 3 Amendment of European Bank for Reconstruction and Development Act 1991
4. Definition (Part 3)
4. In this Part, “Act of 1991” means the European Bank for Reconstruction and Development Act 1991.
5. Amendment of section 1 of Act of 1991
5. Section 1 of the Act of 1991 is amended by the substitution of the following definition for the definition of “the Agreement”:
“ ‘the Agreement’ means the Agreement establishing the European Bank for Reconstruction and Development done at Paris on the 29th day of May 1990, as amended by resolutions adopted on the 30th day of January 2004 and the 30th day of September 2011, respectively, by the Board of Governors of the Bank (the text of which, in the English language, is, for convenience of reference, set out in the Schedule to this Act), and any further amendments to the Agreement approved by Dáil Éireann, whether pursuant to Article 29.5.2 of the Constitution or otherwise;”.
6. Prescribed European Bank for Reconstruction and Development Contribution Agreements
6. The Act of 1991 is amended by the insertion of the following section after section 3:
“3A. (1) The Minister may by order prescribe a contribution agreement between the State and the Bank (in this section referred to as a ‘prescribed EBRD Contribution Agreement’) for the purposes of this section where—
(a) the contribution agreement relates to a Special Fund of which the Bank has accepted administration pursuant to Article 18 of the Agreement,
(b) the contribution agreement specifies—
(i) the amount that the State agrees to contribute to the Special Fund concerned, and
(ii) the terms on which the contribution shall be made,
and
(c) the terms of the contribution agreement have been approved by Dáil Éireann pursuant to Article 29.5.2 of the Constitution.
(2) Where the Minister makes an order under subsection (1), the terms of the prescribed EBRD Contribution Agreement concerned shall be appended to the order.
(3) The State may enter into a prescribed EBRD Contribution Agreement.
(4) For the purposes of subsection (3), the Minister—
(a) may execute the prescribed EBRD Contribution Agreement concerned and enter into the commitments provided under that agreement, and
(b) shall have all such powers as may be required to do anything necessary or expedient to be done for the purposes of the performance by the State of its obligations under the agreement.
(5) Subject to subsection (6), the State may agree to an amendment being made to a prescribed EBRD Contribution Agreement.
(6) Where any amendment is proposed to be made to a prescribed EBRD Contribution Agreement, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House.
(7) Any amendment made to a prescribed EBRD Contribution Agreement in accordance with subsections (5) and (6) shall be published in Iris Oifigiúil by or on behalf of the Minister.
(8) A reference in this section to a prescribed EBRD Contribution Agreement shall, where the context so admits, include a reference to that agreement as amended in accordance with subsections (5) and (6).
(9) There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate—
(a) in respect of a single prescribed EBRD Contribution Agreement, the sum of €10,000,000, and
(b) in respect of all prescribed EBRD Contribution Agreements, the sum of €100,000,000,
as may be required to enable the State to comply with its obligations under each prescribed EBRD Contribution Agreement.
(10) All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with a prescribed EBRD Contribution Agreement shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.
(11) For the purpose of the calculation of the aggregate amount of any payment that may be made by the Minister in accordance with subsection (9), account shall be taken of any moneys received by or on behalf of the State in accordance with subsection (10).
(12) In respect of each reporting period the Minister shall, as soon as practicable after the end of the period, cause a report to be laid before Dáil Éireann which includes the following information:
(a) the aggregate amount of payments (if any) made by the State to enable it to comply with its obligations under each prescribed EBRD Contribution Agreement during the reporting period concerned;
(b) the aggregate amount of payments (if any) made by the State to enable it to comply with its obligations under each prescribed EBRD Contribution Agreement from the date of the coming into operation of section 6 of the Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024 to the end of the reporting period concerned.
(13) An order under subsection (1) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House sits after the order is laid before it, the order shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.
(14) In this section, ‘reporting period’ means—
(a) in the case of the first report under subsection (12), the period beginning on the date of the coming into operation of section 6 of the Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024 and ending on 31 December next following that date, and
(b) in the case of each subsequent report made under subsection (12), the period beginning on 1 January and ending on 31 December next following the immediately preceding reporting period.”.
7. Amendment of Schedule to Act of 1991
7. The Act of 1991 is amended by the substitution of the Schedule set out in Schedule 1 to this Act for the Schedule to that Act.
PART 4 Amendment of Council of Europe Development Bank Act 2004
8. Definition (Part 4)
8. In this Part, “Act of 2004” means the Council of Europe Development Bank Act 2004.
9. Amendment of section 1 of Act of 2004
9. Section 1 of the Act of 2004 is amended by the substitution of the following definition for the definition of “Agreement”:
“ ‘Agreement’ means the Articles of Agreement of the Council of Europe Development Bank adopted on 16 June 1993, as amended by resolutions adopted on 26 November 2010 and 25 November 2011, respectively, by the Governing Board of the Bank, the text of which is set out in Schedule 1 to this Act, and any further amendments to the Agreement approved by Dáil Éireann, whether pursuant to Article 29.5.2 of the Constitution or otherwise;”.
10. Prescribed Council of Europe Development Bank Contribution Agreements
10. The Act of 2004 is amended by the insertion of the following section after section 3:
“3A. (1) The Minister may by order prescribe a contribution agreement between the State and the Bank (in this section referred to as a ‘prescribed CEDB Contribution Agreement’) for the purposes of this section where—
(a) the contribution agreement relates to the opening and management of a trust account by the Bank pursuant to section 3 of Article VII of the Agreement,
(b) the contribution agreement specifies—
(i) the amount that the State agrees to contribute to the trust account concerned, and
(ii) the terms on which the contribution shall be made,
and
(c) the terms of the contribution agreement have been approved by Dáil Éireann pursuant to Article 29.5.2 of the Constitution.
(2) Where the Minister makes an order under subsection (1), the terms of the prescribed CEDB Contribution Agreement concerned shall be appended to the order.
(3) The State may enter into a prescribed CEDB Contribution Agreement.
(4) For the purposes of subsection (3), the Minister—
(a) may execute the prescribed CEDB Contribution Agreement concerned and enter into the commitments provided under that agreement, and
(b) shall have all such powers as may be required to do anything necessary or expedient to be done for the purposes of the performance by the State of its obligations under the agreement.
(5) Subject to subsection (6), the State may agree to an amendment being made to a prescribed CEDB Contribution Agreement.
(6) Where any amendment is proposed to be made to a prescribed CEDB Contribution Agreement, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House.
(7) Any amendment made to a prescribed CEDB Contribution Agreement in accordance with subsections (5) and (6) shall be published in Iris Oifigiúil by or on behalf of the Minister.
(8) A reference in this section to a prescribed CEDB Contribution Agreement shall, where the context so admits, include a reference to that agreement as amended in accordance with subsections (5) and (6).
(9) There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate—
(a) in respect of a single prescribed CEDB Contribution Agreement, the sum of €10,000,000, and
(b) in respect of all prescribed CEDB Contribution Agreements, the sum of €100,000,000,
as may be required to enable the State to comply with its obligations under each prescribed CEDB Contribution Agreement.
(10) All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with a prescribed CEDB Contribution Agreement shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.
(11) For the purpose of the calculation of the aggregate amount of any payment that may be made by the Minister in accordance with subsection (9), account shall be taken of any moneys received by or on behalf of the State in accordance with subsection (10).
(12) In respect of each reporting period the Minister shall, as soon as practicable after the end of the period, cause a report to be laid before Dáil Éireann which includes the following information:
(a) the aggregate amount of payments (if any) made by the State to enable it to comply with its obligations under each prescribed CEDB Contribution Agreement during the reporting period concerned;
(b) the aggregate amount of payments (if any) made by the State to enable it to comply with its obligations under each prescribed CEDB Contribution Agreement from the date of the coming into operation of section 10 of the Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024 to the end of the reporting period concerned.
(13) An order under subsection (1) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House sits after the order is laid before it, the order shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.
(14) In this section—
‘Minister’ means the Minister for Finance;
‘reporting period’ means—
(a) in the case of the first report made under subsection (12), the period beginning on the date of the coming into operation of section 10 of the Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024 and ending on 31 December next following that date, and
(b) in the case of each subsequent report made under subsection (12), the period beginning on 1 January and ending on 31 December next following the immediately preceding reporting period.”.
11. Amendment of Schedule 1 to Act of 2004
11. The Act of 2004 is amended by the substitution of the Schedule set out in Schedule 2 to this Act for Schedule 1 to that Act.
PART 5 Guarantee Agreement
12. Definition (Part 5)
12. In this Part, “Guarantee Agreement” means the guarantee agreement as provided for in Article 10 of Decision (EU) 2022/1628 of the European Parliament and of the Council of 20 September 2022[^3], the terms of which are set out in Schedule 3, to be entered into between the State and the European Commission so as to provide the guarantee, on the part of the State, referred to in Article 9 of that Decision.
13. Guarantee Agreement may be entered into by State
13. (1) The State may enter into the Guarantee Agreement.
(2) For the purpose of subsection (1), the Minister—
(a) may execute the Guarantee Agreement and enter into the commitments provided under that agreement, and
(b) shall have all such powers as may be required to do anything necessary or expedient to be done for the purposes of the performance by the State of its obligations under the Guarantee Agreement.
(3) Subject to subsection (4), the State may agree to an amendment being made to the Guarantee Agreement.
(4) Where any amendment is proposed to be made to the Guarantee Agreement, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House.
(5) Any amendment made to the Guarantee Agreement in accordance with subsections (3) and (4) shall be published in Iris Oifigiúil by or on behalf of the Minister.
(6) A reference in this section or section 14, 15 or 16 to the Guarantee Agreement shall, where the context so admits, include a reference to that agreement as amended in accordance with subsections (3) and (4).
14. Payment out of Central Fund related to Guarantee Agreement
14. There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate, the sum of €76,938,998, as may be required to enable the State to comply with its obligations under the Guarantee Agreement.
15. Payment into Exchequer related to Guarantee Agreement
15. All monies received by or on behalf of the State by way of repayment of sums paid in accordance with the Guarantee Agreement shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.
16. Reporting in relation to demands under Guarantee Agreement
16. (1) This section applies in the event of a demand, under the Guarantee Agreement, being made of the State to make a payment in accordance with the terms of that Agreement and a reference in any subsequent subsection of this section to a demand being made under the Guarantee Agreement is a reference to such a demand being made of the State.
(2) On the first occasion of a demand being made under the Guarantee Agreement (in this section referred to as the “first demand”), the Minister shall cause to be laid before Dáil Éireann—
(a) within one month from that occasion, a statement as provided under subsection (3)(a), and
(b) within one month from each anniversary of that occasion, a further statement as provided under subsection (3)(b).
(3) A statement under subsection (2) shall—
(a) in the case of the statement referred to in paragraph (a) of subsection (2), specify—
(i) the sum the subject of the first demand (and, if such sum has been paid by the State by the time of the statement’s preparation, the sum paid by the State on foot of that demand pursuant to the Guarantee Agreement), and
(ii) any sums repaid to the State in accordance with the Guarantee Agreement during the period preceding the statement’s preparation,
and
(b) in the case of a statement referred to in paragraph (b) of subsection (2), specify—
(i) any sum paid by the State on foot of the first demand pursuant to the Guarantee Agreement, and
(ii) any sums repaid to the State in accordance with the Guarantee Agreement,
during the period beginning on the preparation of the statement referred to in subsection (2)(a) and ending on the preparation of the statement referred to in subsection (2)(b) or, in the case of the second or any subsequent statement referred to in subsection (2)(b), during the period of 12 months immediately preceding the preparation of the particular such statement.
(4) (a) On the second or any subsequent occasion of a demand being made under the Guarantee Agreement, the Minister shall cause to be laid before Dáil Éireann, within one month from the occasion of that second or subsequent demand, a statement specifying the sum the subject of that second or subsequent demand.
(b) The laying of any statement under paragraph (a) shall not relieve the obligation of the Minister to lay any statement required to be laid by subsection (2) (and any latter statement shall, in addition to the matters specified in subsection (3), specify the sum, if any, paid by the State, on foot of the second or subsequent demand, pursuant to the Guarantee Agreement during the period to which that latter statement relates).
(5) This section shall cease to apply on the date the State is released from its obligations under the Guarantee Agreement or when all sums paid by the State under the Guarantee Agreement are repaid to the State in accordance with that Agreement’s terms.
PART 6 MFA+ Contribution Agreement
17. Definition (Part 6)
17. In this Part, “MFA+ Contribution Agreement” means the contribution agreement as provided for in paragraph (1) of Article 7 of Regulation (EU) 2022/2463 of the European Parliament and of the Council of 14 December 2022[^4], the terms of which are set out in Schedule 4, to be entered into between the State and the European Commission so as to set the amount of the contribution, on the part of the State, referred to in that Article 7.
18. MFA+ Contribution Agreement may be entered into by State
18. (1) The State may enter into the MFA+ Contribution Agreement.
(2) For the purpose of subsection (1), the Minister—
(a) may execute the MFA+ Contribution Agreement and enter into the commitments provided under that agreement, and
(b) shall have all such powers as may be required to do anything necessary or expedient to be done for the purposes of the performance by the State of its obligations under the MFA+ Contribution Agreement.
(3) Subject to subsection (4), the State may agree to an amendment being made to the MFA+ Contribution Agreement.
(4) Where any amendment is proposed to be made to the MFA+ Contribution Agreement, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House.
(5) Any amendment made to the MFA+ Contribution Agreement in accordance with subsections (3) and (4) shall be published in Iris Oifigiúil by or on behalf of the Minister.
(6) A reference in this section or section 19, 20 or 21 to the MFA+ Contribution Agreement shall, where the context so admits, include a reference to that agreement as amended in accordance with subsections (3) and (4).
19. Payment out of Central Fund related to MFA+ Contribution Agreement
19. There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate, the sum of €63,625,172, as may be required to enable the State to comply with its obligations under the MFA+ Contribution Agreement.
20. Payment into Exchequer related to MFA+ Contribution Agreement
20. All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with the MFA+ Contribution Agreement shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.
21. Reporting in relation to MFA+ Contribution Agreement
21. (1) In respect of each reporting period the Minister shall, as soon as practicable after the end of the period, cause a report to be laid before Dáil Éireann that includes the following information:
(a) the aggregate amount of payments made by the State to enable it to comply with its obligations under the MFA+ Contribution Agreement during the reporting period concerned;
(b) the aggregate amount of payments made by the State to enable it to comply with its obligations under the MFA+ Contribution Agreement from the date of the coming into operation of this section to the end of the reporting period concerned.
(2) In subsection (1), “reporting period” means—
(a) in the case of the first report made under subsection (1), the period beginning on the date of the coming into operation of this section and ending on 31 December next following that date, and
(b) in the case of each subsequent report made under subsection (1), the period beginning on 1 January and ending on 31 December next following the immediately preceding reporting period.
PART 7 Amendment of Criminal Justice (Money Laundering and Terrorist Financing) Act 2010
22. Amendment of section 38 of Criminal Justice (Money Laundering and Terrorist Financing) Act 2010
22. Section 38 of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 is amended, in subsection (1), by the deletion of “situated in a place other than a Member State”.
SCHEDULE 1 Agreement Establishing the European Bank for Reconstruction and Development
Section 7
“SCHEDULE
AGREEMENT ESTABLISHING THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
CONTENTS
Chapters
I Purpose, functions and membership
II Capital
III Operations
IV Borrowing and other miscellaneous powers
V Currencies
VI Organization and management
VII Withdrawal and suspension of membership: Temporary suspension and termination of operation
VIII Status, immunities, privileges and exemptions
IX Amendments, interpretation, arbitration
X Final provisions
Annex A
Annex B
Agreement Establishing the European Bank for Reconstruction and Development
The Contracting Parties,
Committed to the fundamental principles of multiparty democracy, the rule of law, respect for human rights and market economics;
Recalling the Final Act of the Helsinki Conference on Security and Co-operation in Europe, and in particular its Declaration on Principles;
Welcoming the intent of Central and Eastern European countries to further the practical implementation of multiparty democracy, strengthening democratic institutions, the rule of law and respect for human rights and their willingness to implement reforms in order to evolve towards market-oriented economies;
Considering the importance of close and co-ordinated co-operation in order to promote the economic progress of Central and Eastern European countries to help their economies become more internationally competitive and assist them in their reconstruction and development and thus to reduce, where appropriate, any risks related to the financing of their economies;
Convinced that the establishment of a multilateral financial institution which is European in its basic character and broadly international in its membership would help serve these ends and would constitute a new and unique structure of co-operation in Europe;
Have agreed to establish hereby the European Bank for Reconstruction and Development (hereinafter called “the Bank”) which shall operate in accordance with the following:
Chapter I
Article 1
Purpose
In contributing to economic progress and reconstruction, the purpose of the Bank shall be to foster the transition towards open market-oriented economies and to promote private and entrepreneurial initiative in the Central and Eastern European countries committed to and applying the principles of multiparty democracy, pluralism and market economics. Subject to the same conditions, the purpose of the Bank may also be carried out in Mongolia and in member countries of the Southern and Eastern Mediterranean as determined by the Bank upon the affirmative vote of not less than two-thirds of the Governors, representing not less than three-fourths of the total voting power of the members. Accordingly, any reference in this Agreement and its annexes to “Central and Eastern European countries”, “countries from Central and Eastern Europe”, “recipient country (or countries)” or “recipient member country (or countries)” shall refer to Mongolia and each of such countries of the Southern and Eastern Mediterranean as well.
Article 2
Functions
To fulfil on a long-term basis its purpose of fostering the transition of Central and Eastern European countries towards open market-oriented economies and the promotion of private and entrepreneurial initiative, the Bank shall assist the recipient member countries to implement structural and sectoral economic reforms, including demonopolization, decentralization and privatization, to help their economies become fully integrated into the international economy by measures:
to promote, through private and other interested investors, the establishment, improvement and expansion of productive, competitive and private sector activity, in particular small and medium-sized enterprises;
ii) to mobilize domestic and foreign capital and experienced management to the end described in (i);
iii) to foster productive investment, including in the service and financial sectors, and in related infrastructure where that is necessary to support private and entrepreneurial initiatives, thereby assisting in making a competitive environment and raising productivity, the standard of living and conditions of labour;
iv) to provide technical assistance for the preparation, financing and implementation of relevant projects, whether individual or in the context of specific investment programmes;
to stimulate and encourage the development of capital markets;
vi) to give support to sound and economically viable projects involving more than one recipient member country;
vii) to promote in the full range of its activities environmentally sound and sustainable development; and
viii) to undertake such other activities and provide such other services as may further these functions.
In carrying out the functions referred to in paragraph 1 of this Article, the Bank shall work in close cooperation with all its members and, in such manner as it may deem appropriate within the terms of this Agreement, with the International Monetary Fund, the International Bank for Reconstruction and Development, the International Finance Corporation, the Multilateral Investment Guarantee Agency, and the Organisation for Economic Co-operation and Development, and shall cooperate with the United Nations and its Specialized Agencies and other related bodies, and any entity, whether public or private, concerned with the economic development of, and investment in, Central and Eastern European countries.
Article 3
Membership
Membership in the Bank shall be open:
to (1) European countries and (2) non-European countries which are members of the International Monetary Fund; and
ii) to the European Economic Community and the European Investment Bank.
Countries eligible for membership under paragraph 1 of this Article, which do not become members in accordance with Article 61 of this Agreement, may be admitted, under such terms and conditions as the Bank may determine, to membership in the Bank upon the affirmative vote of not less than two-thirds of the Governors, representing not less than three-fourths of the total voting power of the members.
Chapter II
Article 4
Authorized capital stock
The original authorized capital stock shall be ten thousand million (10,000,000,000) ECU. It shall be divided into one million (1,000,000) shares, having a par value of ten thousand (10,000) ECU each, which shall be available for subscription only by members in accordance with the provisions of Article 5 of this Agreement.
The original capital stock shall be divided into paid-in shares and callable shares. The initial total aggregate par value of paid-in shares shall be three thousand million (3,000,000,000) ECU.
The authorized capital stock may be increased at such time and under such terms as may seem advisable, by a vote of not less than two-thirds of the Governors, representing not less than three-fourths of the total voting power of the members.
Article 5
Subscription of shares
Each member shall subscribe to shares of the capital stock of the Bank, subject to fulfilment of the member’s legal requirements. Each subscription to the original authorized capital stock shall be for paid-in shares and callable shares in the proportion of three (3) to seven (7). The initial number of shares available to be subscribed to by Signatories to this Agreement which become members in accordance with Article 61 or this Agreement shall be that set forth in Annex A. No member shall have an initial subscription of less than one hundred (100) shares.
The initial number of shares to be subscribed to by countries which are admitted to membership in accordance with paragraph 2 of Article 3 of this Agreement shall be determined by the Board of Governors; provided, however, that no such subscription shall be authorized which would have the effect of reducing the percentage of capital stock held by countries which are members of the European Economic Community, together with the European Economic Community and the European Investment Bank, below the majority of the total subscribed capital stock.
The Board of Governors shall at intervals of not more than five (5) years review the capital stock of the Bank. In case of an increase in the authorized capital stock, each member shall have a reasonable opportunity to subscribe, under such uniform terms and conditions as the Board of Governors shall determine, to a proportion of the increase in stock equivalent to the proportion which its stock subscribed bears to the total subscribed capital stock immediately prior to such increase. No member shall be obliged subscribe to any part of an increase of capital stock.
Subject to the provisions of paragraph 3 of this Article, the Board of Governors, may, at the request of a member, increase the subscription of that member, or allocate shares to that member within the authorized capital stock which are not taken up by other members; provided, however, that such increase shall not have the effect of reducing the percentage of capital stock held by countries which are members of the European Economic Community, together with the European Economic Community and the European Investment Bank, below the majority of the total subscribed capital stock.
Shares of stock initially subscribed to by members shall be issued at par. Other shares shall be issued at par unless the Board of Governors, by a vote of not less than two-thirds of the Governors, representing not less than two-thirds of the total voting power of the members, decides to issue them in special circumstances on other terms.
Shares of stock shall not be pledged or encumbered in any manner whatsoever, and they shall not be transferable except to the Bank in accordance with Chapter VII of this Agreement.
The liability of the members on shares shall be limited to the unpaid portion of their issue price. No member shall be liable, by reason of its membership, for obligations of the Bank.
Article 6
Payment of subscriptions
Payment of the paid-in shares of the amount initially subscribed to by each Signatory to this Agreement, which becomes a member in accordance with Article 61 of this Agreement, shall be made in five (5) instalments of twenty (20) per cent each of such amount. The first instalment shall be paid by each member within sixty (60) days after the date of entry into force of this Agreement, or after the date of deposit of its instrument of ratification, acceptance or approval in accordance with Article 61, if this latter is later than the date of entry into force. The remaining four (4) instalments shall each become due successively one year from the date on which the preceding instalment became due and shall each, subject to the legislative requirement of each member, be paid.
Fifty (50) per cent of payment of each instalment pursuant to paragraph 1 of this Article, or by a member admitted in accordance with paragraph 2 of Article 3 of this Agreement, may be made in promissory notes or other obligations issued by such member and denominated in ECU, in United States dollars or in Japanese yen, to be drawn down as the Bank needs funds for disbursement as a result of its operations. Such notes or obligations shall be non-negotiable, non-interest-bearing and payable to the Bank at par value upon demand. Demands upon such notes or obligations shall, over reasonable periods of time, be made so that the value of such demands in ECU at the time of demand from each member is proportional to the number of paid-in shares subscribed to and held by each such member depositing such notes of obligations.
All payment obligations of a member in respect of subscription to shares in the initial capital stock shall be settled either in ECU, in United States dollars or in Japanese yen on the basis of the average exchange rate of the relevant currency in terms of the ECU for the period from 30 September 1989 to 31 March 1990 inclusive.
Payment of the amount subscribed to the callable capital stock of the Bank shall be subject to call, taking account of Articles 17 and 42 of this Agreement, only as and when required by the Bank to meet its liabilities.
In the event of a call referred to in paragraph 4 of this Article, payment shall be made by the member in ECU, in United States dollars or in Japanese yen. Such calls shall be uniform in ECU value upon each callable share calculated at the time of the call.
The Bank shall determine the place for any payment under this Article not later than one month after the inaugural meeting of its Board of Governors, provided that, before such determination, the payment of the first instalment referred to in paragraph 1 of this Article shall be made to the European Investment Bank, as trustee for the Bank.
For subscriptions other than those described in paragraphs 1, 2 and 3 of this Article, payments by a member in respect of subscription to paid-in shares in the authorized capital stock shall be made in ECU, in United States dollars or in Japanese yen whether in cash or in promissory notes or in other obligations.
For the purpose of this Article, payment or denomination in ECU shall include payment or denomination in any fully convertible currency which is equivalent on the date of payment or encashment to the value of the relevant obligation in ECU.
Article 7
Ordinary capital resources
As used in this Agreement, the term “ordinary capital resources” of the Bank shall include the following:
authorized capital stock of the Bank, including both paid-in and callable shares, subscribed to pursuant to Article 5 of this Agreement;
ii) funds raised by borrowings of the Bank by virtue of powers conferred by sub paragraph (i) of Article 20 of this Agreement, to which the commitment to calls provided for in paragraph 4 of Article 6 of this Agreement is applicable;
iii) funds received in repayment of loans or guarantees and proceeds from the disposal of equity investment made with the resources indicated in sub paragraphs (i) and (ii) of this Article;
iv) income derived from loans and equity investment, made from the resources indicated in sub paragraphs (i) and (ii) of this Article, and income derived from guarantees and underwriting not forming part of the special operations of the Bank; and
any other funds or income received by the Bank which do not form part of its Special Funds resources referred to in Article 19 of this Agreement.
Chapter III
Article 8
Recipient countries and use of resources
The resources and facilities of the Bank shall be used exclusively to implement the purpose and carry out the functions set forth, respectively, in Articles 1 and 2 of this Agreement.
The Bank may conduct its operations in countries from Central and Eastern Europe which are proceeding steadily in the transition towards market-oriented economies and the promotion of private and entrepreneurial initiative, and which apply, by concrete steps and otherwise, the principles set forth in Article 1 of this Agreement.
In cases where a member might be implementing policies which are inconsistent with Article 1 of this Agreement, or in exceptional circumstances, the Board of Directors shall consider whether access by a member to Bank resources should be suspended or otherwise modified and may make recommendations accordingly to the Board of Governors. Any decision on these matters shall be taken by the Board of Governors by a majority of not less than two-thirds of the Governors, representing not less than three-fourths of the total voting power of the members.
i) Any potential recipient country may request that the Bank provide access to its resources for limited purposes over a period of three (3) years beginning after the entry into force of this Agreement. Any such request shall be attached as an integral part of this Agreement as soon as it is made.
ii) During such a period:
the Bank shall provide to such a country, and to enterprises in its territory, upon their request, technical assistance and other types of assistance directed to finance its private sector, to facilitate the transition of state-owned enterprises to private ownership and control, and to help enterprises operating competitively and moving to participation in the market-oriented economy, subject to the proportion set forth in paragraph 3 of Article 11 of this Agreement.
the total amount of any assistance thus provided shall not exceed the total amount of cash disbursed and promissory notes issued by that country for its shares.
iii) At the end of this period, the decision to allow such a country access beyond the limits specified in sub paragraphs (a) and (b) shall be taken by the Board of Governors by a majority of not less than three-fourths of the Governors representing not less than eighty-five (85) per cent of the total voting power of the members.
Article 9
Ordinary and special operations
The operations of the Bank shall consist of ordinary operations financed from the ordinary capital resources of the Bank referred to in Article 7 of this Agreement and special operations financed from the Special Funds resources referred to in Article 19 of this Agreement. The two types of operations may be combined.
Article 10
Separation of operations
The ordinary capital resources and the Special Funds resources of the Bank shall at all times and in all respects be held, used, committed, invested or otherwise disposed of entirely separately from each other. The financial statements of the Bank shall show the reserves of the Bank, together with its ordinary operations and, separately, its special operations.
The ordinary capital resources of the Bank shall, under no circumstances, be charged with, or used to discharge, losses or liabilities arising out of special operations or other activities for which Special Funds resources were originally used or committed.
Expenses appertaining directly to ordinary operations shall be charged to the ordinary capital resources of the Bank. Expenses appertaining directly to the special operations shall be charged to Special Funds resources. Any other expenses shall, subject to paragraph 1 of Article 18 of this Agreement, be charged as the Bank shall determine.
Article 11
Methods of operation
The Bank shall carry out its operations in furtherance of its purpose and functions as set out in Articles 1 and 2 of this Agreement in any or all of the following ways:
by making or co-financing together with multilateral institutions, commercial banks or other interested sources, or participating in, loans to private sector enterprises, loans to any state-owned enterprise operating competitively and moving to participation in the market-oriented economy, and loans to any state-owned enterprise to facilitate its transition to private ownership and control; in particular, to facilitate or enhance the participation of private and/or foreign capital in such enterprises;
ii) a) by investment in the equity capital of private sector enterprises;
by investment in the equity capital of any state-owned enterprise operating competitively and moving to participation in the market-oriented economy, and investment in the equity capital of any state-owned enterprise to facilitate its transition to private ownership and control; in particular to facilitate or enhance the participation of private and/or foreign capital in such enterprises; and
(c) by underwriting, where other means of financing are not appropriate, the equity issue of securities by both private sector enterprises and such state-owned enterprises referred to in (b) above for the ends mentioned in that sub paragraph;
iii) by facilitating access to domestic and international capital markets by private sector enterprises or by other enterprises referred to in sub paragraph (i) of this paragraph for the ends mentioned in that sub paragraph, through the provision of guarantees, where other means of financing are not appropriate, and through financial advice and other forms of assistance;
iv) by deploying Special Funds resources in accordance with the agreements determining their use; and
by making or participating in loans and providing technical assistance for the reconstruction or development of infrastructure, including environmental programmes, necessary for private sector development and the transition to a market-oriented economy.
For the purposes of this paragraph, a state-owned enterprise shall not be regarded as operating competitively unless it operated autonomously in a competitive market environment and unless it is subject to bankruptcy laws.
i) The Board of Directors shall review at least annually the Bank’s operations and lending strategy in each recipient country to ensure that the purpose and functions of the Bank, as set out in Articles 1 and 2 of this Agreement, are fully served. Any decision pursuant to such a review shall be taken by a majority of not less than two thirds of the Directors, representing not less than three-fourths of the total voting power of the members.
ii) The said review shall involve the consideration of, inter alia, each recipient country’s progress made on decentralization, demonopolization and privatization and the relative shares of the Bank’s lending to private enterprises, to state-owned enterprises in the process of transition to participation in the market-oriented economy or privatization, for infrastructure, for technical assistance, and for other purposes.
i) Not more than forty (40) per cent of the amount of the Bank’s total committed loans, guarantees and equity investments, without prejudice to its other operations referred to in this Article, shall be provided to the state sector. Such percentage limit shall apply initially over a two (2) year period, from the date of commencement of the Bank’s operations, taking one year with another, and thereafter in respect of each subsequent financial year.
ii) For any country, not more than forty (40) per cent of the amount of the Bank’s total committed loans, guarantees and equity investments over a period of five (5) years, taking one year with another, and without prejudice to the Bank’s other operations referred to in this Article, shall be provided to the state sector.
iii) For the purposes of this paragraph,
the state sector includes national and local Governments, their agencies, and enterprises owned or controlled by any of them;
a loan or guarantee to, or equity investment in, a state-owned enterprise which is implementing a programme to achieve private ownership and control shall not be considered as made to the state sector;
loans to a financial intermediary for onlending to the private sector shall not be considered as made to the state sector.
Article 12
Limitations on ordinary operations
The total amount of outstanding loans, equity investments and guarantees made by the Bank on its ordinary operations shall not be increased at any time, if by such increase the total amount of its unimpaired subscribed capital, reserves and surpluses included in its ordinary capital resources would be exceeded.
The amount of any equity investment shall not normally exceed such percentage of the equity capital of the enterprise concerned as shall be determined, by a general rule, to be appropriate by the Board of Directors. The Bank shall not seek to obtain by such an investment a controlling interest in the enterprise concerned and shall not exercise such control or assume direct responsibility for managing any enterprise in which it has an investment, except in the event of actual or threatened default on any of its investments, actual or threatened insolvency of the enterprise in which such investment shall have been made, or other situations which, in the opinion of the Bank, threaten to jeopardize such investment, in which case the Bank may take such action and exercise such rights as it may deem necessary for the protection of its interests.
The amount of the Bank’s disbursed equity investments shall not at any time exceed an amount corresponding to its total unimpaired paid-in subscribed capital, surpluses and general reserve.
The Bank shall not issue guarantees for export credits nor undertake insurance activities.
Article 13
Operating principles
The Bank shall operate in accordance with the following principles:
the Bank shall apply sound banking principles to all its operations;
ii) the operations of the Bank shall provide for the financing of specific projects, whether individual or in the context of specific investment programmes, and for technical assistance, designed to fulfil its purpose and functions as set out in Articles 1 and 2 of this Agreement;
iii) the Bank shall not finance any undertaking in the territory of a member if that member objects to such financing;
iv) the Bank shall not allow a disproportionate amount of its resources to be used for the benefit of any member;
the Bank shall seek to maintain reasonable diversification in all its investments;
vi) before a loan, guarantee or equity investment is granted, the applicant shall have submitted an adequate proposal and the President of the Bank shall have presented to the Board of Directors a written report regarding the proposal, together with recommendations, on the basis of a staff study;
vii) the Bank shall not undertake any financing, or provide any facilities, when the applicant is able to obtain sufficient financing or facilities elsewhere on terms and conditions that the Bank considers reasonable;
viii) in providing or guaranteeing financing, the Bank shall pay due regard to the prospect that the borrower and its guarantor, if any, will be in a position to meet their obligations under the financing contract;
ix) in case of a direct loan made by the Bank, the borrower shall be permitted by the Bank to draw its funds only to meet expenditure as it is actually incurred;
the Bank shall seek to revolve its funds by selling its investments to private investors whenever it can appropriately do so on satisfactory terms;
xi) in its investments in individual enterprises, the Bank shall undertake its financing on terms and conditions which it considers appropriate, taking into account the requirements of the enterprise, the risks being undertaken by the Bank, and the terms and conditions normally obtained by private investors for similar financing;
xii) the Bank shall place no restriction upon the procurement of goods and services from any country from the proceeds of any loan, investment or other financing undertaken in the ordinary or special operations of the Bank, and shall, in all appropriate cases, make its loans and other operations conditional on international invitations to tender being arranged; and
xiii) the Bank shall take the necessary measures to ensure that the proceeds of any loan made, guaranteed or participated in by the Bank, or any equity investment, are used only for the purposes for which the loan or the equity investment was granted and with due attention to considerations of economy and efficiency.
Article 14
Terms and conditions for loans and guarantees
In the case of loans made, participated in, or guaranteed by the Bank, the contract shall establish the terms and conditions for the loan or the guarantee concerned, including those relating to payment of principal, interest and other fees, charges, maturities and dates of payment in respect of the loan or the guarantee, respectively. In setting such terms and conditions, the Bank shall take fully into account the need to safeguard its income.
Where the recipient of loans or guarantees of loans is not itself a member, but is a state owned enterprise, the Bank may, when it appears desirable, bearing in mind the different approaches appropriate to public and state-owned enterprises in transition to private ownership and control, require the member or members in whose territory the project concerned is to be carried out, or a public agency or any instrumentality of such member or members acceptable to the Bank, to guarantee the repayment of the principal and the payment of interest and other fees and charges of the loan in accordance with the terms thereof. The Board of Directors shall review annually the Bank’s practice in this matter, paying due attention to the Bank’s creditworthiness.
The loan or guarantee contract shall expressly state the currency or currencies, or ECU, in which all payments to the Bank thereunder shall be made.
Article 15
Commission and fees
The Bank shall charge, in addition to interest, a commission on loans made or participated in as part of its ordinary operations. The terms and conditions of this commission shall be determined by the Board of Directors.
In guaranteeing a loan as part of its ordinary operations, or in underwriting the sale of securities, the Bank shall charge fees, payable at rates and time determined by the Board of Directors, to provide suitable compensation for its risks.
The Board of Directors may determine any other charges of the Bank in its ordinary operations and any commission, fees or other charges in its special operations.
Article 16
Special reserve
The amount of commissions and fees received by the Bank pursuant to Article 15 of this Agreement shall be set aside as a special reserve which shall be kept for meeting the losses of the Bank in accordance with Article 17 of this Agreement. The special reserve shall be held in such liquid form as the Bank may decide.
If the Board of Directors determines that the size of the special reserve is adequate, it may decide that all or part of the said commission or fees shall henceforth form part of the income of the Bank.
Article 17
Methods of meeting the losses of the Bank
In the Bank’s ordinary operations, in cases of arrears of default on loans made, participated in, or guaranteed by the Bank, and in case of losses on underwriting and in equity investment, the Bank shall take such action as it deems appropriate. The Bank shall maintain appropriate provisions against possible losses.
Losses arising in the Bank’s ordinary operations shall be charged:
first, to the provisions referred to in paragraph 1 of this Article;
ii) second, to net income;
iii) third, against the special reserve provided for in Article 16 of this Agreement;
iv) fourth, against its general reserve and surpluses;
fifth, against the unimpaired paid-in capital; and
vi) last, against an appropriate amount of the uncalled subscribed callable capital which shall be called in accordance with the provisions of paragraphs 4 and 5 of Article 6 of this Agreement.
Article 18
Special Funds
i) The Bank may accept the administration of Special Funds which are designed to serve the purpose and come within the functions of the Bank in its recipient countries and potential recipient countries. The full cost of administering any such Special Fund shall be charged to that Special Fund.
ii) For the purposes of subparagraph (i), the Board of Governors may, at the request of a member which is not a recipient country, decide that such member qualifies as a potential recipient country for such limited period and under such terms as may seem advisable. Such decision shall be taken by the affirmative vote of not less than two thirds of the Governors, representing not less than three-fourths of the total voting power of the members.
iii) The decision to allow a member to qualify as a potential recipient country can only be made if such member is able to meet the requirements for becoming a recipient country. Such requirements are those set out in Article 1 of this Agreement, as it reads at the time of such decision or as it will read upon the entry into force of an amendment that has already been approved by the Board of Governors at the time of such decision.
iv) If a potential recipient country has not become a recipient country at the end of the period referred to in subparagraph (ii), the Bank shall forthwith cease any special operations in that country, except those incident to the orderly realization, conservation and preservation of the assets of the Special Fund and settlement of obligations that have arisen in connection therewith.
Special Funds accepted by the Bank may be used in its recipient countries and potential recipient countries in any manner and on any terms and conditions consistent with the purpose and functions of the Bank, with the other applicable provisions of this Agreement, and with the agreement or agreements relating to such Funds.
The Bank shall adopt such rules and regulations as may be required for the establishment, administration and use of each Special Fund. Such rules and regulations shall be consistent with the provisions of this Agreement, except for those provisions expressly applicable only to ordinary operations of the Bank.
Article 19
Special Funds resources
The term “Special Funds resources” shall refer to the resources of any Special Fund and shall include:
funds accepted by the Bank for inclusion in any Special Fund;
ii) funds repaid in respect of loans or guarantees, and the proceeds of equity investments, financed from the resources of any Special Fund which, under the rules and regulations governing that Special Fund, are received by such Special Fund; and
iii) income derived from investment of Special Funds resources.
Chapter IV
Article 20
General powers
The Bank shall have, in addition to the powers specified elsewhere in the Agreement, the power to;
borrow funds in member countries or elsewhere, provided always that;
before making a sale of its obligations in the territory of a country, the Bank shall have obtained its approval; and
where the obligations of the Bank are to be denominated in the currency of a member, the Bank shall have obtained its approvals;
ii) invest or deposit funds not needed in its operations;
iii) buy and sell securities, in the secondary market, which the Bank has issued or guaranteed or in which it has invested;
iv) guarantee securities in which it has invested in order to facilitate their sale;
underwrite, or participate in the underwriting of, securities issued by any enterprise for purposes consistent with the purpose and functions of the Bank;
vi) provide technical advice and assistance which serve its purpose and come within its functions;
vii) exercise such powers and adopt such rules and regulations as may be necessary or appropriate in furtherance of its purpose and functions, consistent with the provisions of this Agreement; and,
viii) conclude agreements of cooperation with any public or private entity or entities.
Every security issued or guaranteed by the Bank shall bear on its face a conspicuous statement to the effect that it is not an obligation of any Government or member, unless it is in fact the obligation of a particular government or member, in which case it shall so state.
Chapter V
Article 21
Determination and use of currencies
Whenever it shall become necessary under this Agreement to determine whether any currency is fully convertible for the purposes of this Agreement, such determination shall be made by the Bank, taking into account the paramount need to preserve its own financial interests, after consultation, if necessary, with the International Monetary Fund.
Members shall not impose any restrictions on the receipt, holding, use or transfer by the Bank of the following:
currencies or ECU received by the Bank in payment of subscriptions to its capital stock, in accordance with Article 6 of this Agreement;
ii) currencies obtained by the Bank by borrowing;
iii) currencies and other resources administered by the Bank as contributions to Special Funds; and
iv) currencies received by the Bank in payment on account of principal interest, dividends or other charges in respect of loans or investments, or the proceeds of disposal of such investments made out of any of the funds referred to in sub paragraphs (i) to (iii) of this paragraph, or in payment of commission, fees or other charges.
Chapter VI
Article 22
Structure
The Bank shall have a Board of Governors, a Board of Directors, a President, one or more Vice Presidents and such other officers and staff as may be considered necessary.
Article 23
Board of Governors: Composition
Each member shall be represented on the Board of Governors and shall appoint one Governor and one Alternate. Each Governor and Alternate shall serve at the pleasure of the appointing member. No Alternate may vote except in the absence of his or her principal. At each of its annual meetings, the Board shall elect one of the Governors as Chairman who shall hold office until the election of the next Chairman.
Governors and Alternates shall serve as such without remuneration from the Bank.
Article 24
Board of Governors: Powers
All the powers of the Bank shall be vested in the Board of Governors.
The Board of Governors may delegate to the Board of Directors any or all of its powers, except the power to:
admit new members and determine the conditions of their admission;
ii) increase or decrease the authorized capital stock of the Bank;
iii) suspend a member;
iv) decide appeals from interpretations or applications of this Agreement given by the Board of Directors;
authorize the conclusion of general agreements for co-operation with other international organizations;
vi) elect the Directors and the President of the Bank;
vii) determine the remuneration of the Directors and Alternate Directors and the salary and other terms of the contract of service of the President;
viii) approve, after reviewing the auditors’ report, the general balance sheet and the statement of profit and loss of the Bank;
ix) determine the reserves and the allocation and distribution of the net profits of the Bank;
amend this Agreement;
xi) decide to terminate the operations of the Bank and to distribute its assets; and
xii) exercise such other powers as are expressly assigned to the Board of Governors in this Agreement.
The Board of Governors shall retain full power to exercise authority over any matter delegated or assigned to the Board of Directors under paragraph 2 of this Article, or elsewhere in this Agreement.
Article 25
Board of Governors: Procedure
The Board of Governors shall hold an annual meeting and such other meetings as may be provided for by the Board or called by the Board of Directors. Meetings of the Board of Governors shall be called, by the Board of Directors, whenever requested by not less than five (5) members of the Bank or members holding not less than one quarter of the total voting power of the members.
Two-thirds of the Governors shall constitute a quorum for any meeting of the Board of Governors, provided such majority represents not less than two-thirds of the total voting power of the members.
The Board of Governors may by regulation establish a procedure whereby the Board of Directors may, when the latter deems such action advisable, obtain a vote of the Governors on a specific question without calling a meeting of the Board of Governors.
The Board of Governors, and the Board of Directors to the extent authorized, may adopt such rules and regulations and establish such subsidiary bodies as may be necessary or appropriate to conduct the business of the Bank.
Article 26
Board of Directors: Composition
The Board of Directors shall be composed of twenty-three (23) members who shall not be members of the Board of Governors, and of whom:
eleven (11) shall be elected by the Governors, representing Belgium, Denmark, France, the Federal Republic of Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, the United Kingdom, the European Economic Community and the European Investment Bank; and
ii) twelve (12) shall be elected by the Governors representing other members, of whom:
four (4), by the Governors representing those countries listed in Annex A as Central and Eastern European countries eligible for assistance from the Bank;
four (4), by the Governors representing those countries listed in Annex A as other European countries;
four (4), by the Governors representing those countries listed in Annex A as non European countries.
Directors, as well as representing members whose Governors have elected them, may also represent members who assign their votes to them.
Directors shall be persons of high competence in economic and financial matters and shall be elected in accordance with Annex B.
The Board of Governors may increase or decrease the size, or revise the composition, of the Board of Directors, in order to take into account changes in the number of members of the Bank, by an affirmative vote of not less than two-thirds of the Governors, representing not less than three-fourths of the total voting power of the members. Without prejudice to the exercise of these powers for subsequent elections, the number and composition of the second Board of Directors shall be as set out in paragraph 1 of this Article.
Each Director shall appoint an Alternate with full power to act for him and her when he or she is not present. Directors and Alternates shall be nationals of member countries. No member shall be represented by more than one Director. An Alternate may participate in meetings of the Board but may vote only when he or she is acting on place of his or her principal.
Directors shall hold office for a term of three (3) years and may be re-elected; provided that the first Board of Directors shall be elected by the Board of Governors at its inaugural meeting, and shall hold office until the next immediately following annual meeting of the Board of Governors or, if that Board shall so decide at that annual meeting, until its next subsequent annual meeting. They shall continue in office until their successors shall have been chosen and assumed office. If the office of a Director becomes vacant more than one hundred and eighty (180) days before the end of his or her term, a successor shall be chosen in accordance with Annex B for the remainder of the term, by the Governors who elected the former Director. A majority of the votes cast by such Governors shall be required for such election. If the office of a Director becomes vacant one hundred and eighty (180) days or less before the end of his or her term, a successor may similarly be chosen for the remainder of the term, by the votes cast by such Governors who elected the former Director, in which election majority of the votes cast by such Governors shall be required. While the office remains vacant, the Alternate of the former Director shall exercise the powers of the latter, except that of appointing an Alternate.
Article 27
Board of Directors: Powers
Without prejudice to the powers of the Board of Governors as provided in Article 24 of this Agreement, the Board of Directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:
prepare the work of the Board of Governors;
ii) in conformity with the general directions of the Board of Governors, establish policies and take decisions concerning loans, guarantees, investment in equity capital, borrowing by the Bank, the furnishing of technical assistance and other operations of the Bank;
iii) submit the audited accounts for each financial year for approval of the Board of Governors at each annual meeting; and
iv) approve the budget of the Bank.
Article 28
Board of Directors: Procedure
The Board of Directors shall normally function at the principal office of the Bank and shall meet as often as the business of the Bank may require.
A majority of the Directors shall constitute a quorum for any meeting of the Board of Directors, provided such majority represents not less than two-thirds of the total voting power of the members.
The Board of Governors shall adopt regulations under which, if there is no Director of its nationality, a member may send a representative to attend, without right to vote, any meeting of the Board of Directors when a matter particularly affecting that member is under consideration.
Article 29
Voting
The voting power of each member shall be equal to the number of its subscribed shares in the capital stock of the Bank. In the event of any member failing to pay any part of the amount due in respect of its obligations in relation to paid-in shares under Article 6 of this Agreement, such member shall be unable for so long as such failure continues to exercise that percentage of its voting power which corresponds to the percentage which the amount due but unpaid bears to the total amount of paid-in shares subscribed to by that member in the capital stock of the Bank.
In voting in the Board of Governors, each Governor shall be entitled to cast the votes of the member he or she represents. Except as otherwise expressly provided in this Agreement, all matters before the Board of Governors shall be decided by a majority of the voting power of the members voting.
In voting in the Board of Directors, each Director shall be entitled to cast the number of votes to which the Governors who have elected him or her are entitled and those to which any Governors who have assigned their votes to him or her, pursuant to section D or Annex B, are entitled. A Director representing more than one member may cast separately the votes of the members he or she represents. Except as otherwise expressly provided in this Agreement, and except for general policy decisions in which cases such policy decisions shall be taken by a majority of not less than two-thirds of the total voting power of the members voting, all matters before the Board of Directors shall be decided by a majority of the voting power of the members voting.
Article 30
The President
The Board of Governors, by a vote of a majority of the total number of Governors, representing not less than a majority of the total voting power of the members, shall elect a President of the Bank. The President, while holding office, shall not be a Governor or a Director of an Alternate for either.
The term of office of the President shall be four (4) years. He or she may be re-elected. He or she shall, however, cease to hold office when the Board of Governors so decides by an affirmative vote of not less than two-thirds of the Governors, representing not less than two-thirds of the total voting power of the members. If the office of the President for any reason becomes vacant, the Board of Governors, in accordance with the provisions of paragraph 1 of this Article, shall elect a successor for up to four (4) years.
The President shall not vote, except that he or she may cast a deciding vote in case of an equal division. He or she may participate in meetings of the Board of Governors and shall chair the meetings of the Board of Directors.
The President shall be the legal representative of the Bank.
The President shall be chief of the staff of the Bank. He or she shall be responsible for the organization, appointment and dismissal of the officers and staff in accordance with regulations to be adopted by the Board of Directors. In appointing officers and staff, he or she shall, subject to the paramount importance of efficiency and technical competence, pay due regard to recruitment on a wide geographical basis among members of the Bank.
The President shall conduct, under the direction of the Board of Directors, the current business of the Bank.
Article 31
Vice-President(s)
One or more Vice-Presidents shall be appointed by the Board of Directors on the recommendation of the President. A Vice-President shall hold office for such term, exercise such authority and perform such functions in the administration of the Bank, as may be determined by the Board of Directors. In the absence or incapacity of the President, a Vice President shall exercise the authority and perform the functions of the President.
A Vice-President may participate in meetings of the Board of Directors but shall have no vote at such meetings, except that he or she may cast the deciding vote when acting in place of the President.
Article 32
International character of the Bank
The Bank shall not accept Special Funds or other loans or assistance that may in any way prejudice, deflect or otherwise alter its purpose or functions.
The Bank, its President, Vice-President(s), officers and staff shall in their decisions take into account only considerations relevant to the Bank’s purpose, functions and operations, as set out in this Agreement. Such considerations shall be weighed impartially in order to achieve and carry out the purpose and functions of the Bank.
The President, Vice-President(s), officers and staff of the Bank, in the discharge of their offices, shall owe their duty entirely to the Bank and to no other authority. Each member of the Bank shall respect the international character of this duty and shall refrain from all attempts to influence any of them in the discharge of their duties.
Article 33
Location of offices
The principal office of the Bank shall be located in London.
The Bank may establish agencies or branch offices in the territory of any member of the Bank.
Article 34
Depositories and channels of communication
Each member shall designate its central bank, or such other institution as may be agreed upon with the Bank, as a depository for all the Bank’s holdings of its currency as well as other assets of the Bank.
Each member shall designate an appropriate official entity with which the Bank may communicate in connection with any matter arising under this Agreement.
Article 35
Publication of reports and provision of information
The Bank shall publish an annual report containing an audited statement of its accounts and shall circulate to members at intervals of three (3) months or less a summary statement of its financial position and a profit and loss statement showing the results of its operations. The financial accounts shall be kept in ECU.
The Bank shall report annually on the environmental impact of its activities and may publish such other reports as it deems desirable to advance its purpose.
Copies of all reports, statements and publications made under this Article shall be distributed to members.
Article 36
Allocation and distribution of net income
The Board of Governors shall determine at least annually what part of the Bank’s net income, after making provisions for reserves and, if necessary, against possible losses under paragraph 1 of Article 17 of this Agreement, shall be allocated to surplus or other purposes and what part, if any, shall be distributed. Any such decision on the allocation of the Bank’s net income to other purposes shall be taken by a majority of not less than two thirds of the Governors, representing not less than two-thirds of the total voting power of the members. No such allocation, and no distribution, shall be made until the general reserve amounts to at least ten (10) per cent of the authorized capital stock.
Any distribution referred to in the preceding paragraph shall be made in proportion to the number of paid-in shares held by each member; provided that in calculating such number, account shall be taken only of payments received in cash and promissory notes encashed in respect of such shares on or before the end of the relevant fiscal year.
Payments to each member shall be made in such manner as the Board of Governors shall determine. Such payments and their use by the receiving country shall be without restriction by any member.
Chapter VII
Article 37
Right of members to withdraw
Any member may withdraw from the Bank at any time by transmitting a notice in writing to the Bank at its principal office.
Withdrawal by a member shall become effective, and its membership shall cease, on the date specified in its notice but in no event less than six (6) months after such notice is received by the Bank. However, at any time before the withdrawal becomes finally effective, the member may notify the Bank in writing of the cancellation of its notice of intention to withdraw.
Article 38
Suspension of membership
If a member fails to fulfil any of its obligations to the Bank, the Bank may suspend its membership by decision of a majority of not less than two-thirds of the Governors, representing not less than two-thirds of the total voting power of the members. The member so suspended shall automatically cease to be a member one year from the date of its suspension unless a decision is taken by not less than the same majority to restore the member to good standing.
While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right of withdrawal, but shall remain subject to all its obligations.
Article 39
Settlement of accounts with former members
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