Vorlage

CHAPTER V GOVERNANCE Article 21 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 22 Board of Governors: Composition

1. Each member shall be represented on the Board of Governors and shall appoint one Governor and one Alternate Governor. Each Governor and Alternate Governor shall serve at the pleasure of the appointing member. No Alternate Governor may vote except in the absence of his principal.

2. 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.

3. Governors and Alternate Governors shall serve as such without remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending meetings.

Article 23 Board of Governors: Powers

1. All the powers of the Bank shall be vested in the Board of Governors.

2. The Board of Governors may delegate to the Board of Directors any or all its powers, except the power to:

(i) 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;

(v) elect the Directors of the Bank and determine the expenses to be paid for

Directors and Alternate Directors and remuneration, if any, pursuant to paragraph 6 of Article 25;

(vi) elect the President, suspend or remove him from office, and determine his

remuneration and other conditions of service;

(vii) approve, after reviewing the auditors’ report, the general balance sheet and

the statement of profit and loss of the Bank;

(viii) determine the reserves and the allocation and distribution of the net profits

of the Bank;

(ix) amend this Agreement;