ficiel du Grand-Duché de Luxembourg Amtsblatt des Großherzogtums Luxemburg RECUEIL DE LEGISLATION A – N° 147 30 septembre 2003 Sommaire BANQUE ASIATIQUE DE DEVELOPPEMENT Republication de la loi du 7 juillet 2003 relative à l’adhésion du Luxembourg à la Banque Asiatique de Développement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 2958 2958 Republication de la loi du 7 juillet 2003 relative à l’adhésion du Luxembourg à la Banque Asiatique de Développement. (Publication initiale au Mémorial A - N° 103 du 25 juillet 2003, page 2250) Nous Henri, Grand-Duc de Luxembourg, Duc de Nassau, Notre Conseil d’Etat entendu; De l’assentiment de la Chambre des Députés exprimé de la manière prévue par l’article 114 de la Constitution; Vu la décision de la Chambre des Députés du 17 juin 2003 et celle du Conseil d’Etat du 1er juillet 2003 portant qu’il n’y a pas lieu à second vote; Avons ordonné et ordonnons: Art. 1er. Les statuts de la Banque Asiatique de Développement, tels qu’ils sont en vigueur depuis le 22 août 1966 compte tenu des modifications intervenues jusqu’à la date d’entrée en vigueur de la présente loi, sont approuvés. Art. 2. Le Gouvernement est autorisé à participer
the United Nations were formally corrected in a Process-Verbal
Rectification issued by the Secretary-General on 17 November 1967. These corrections have been incorporated in the present publication. (iii) In accordance with Article 66, the Inaugural Meeting was held at Tokyo from 24 to 26 November 1966 and pursuant to Resolution No. 9
the Board
Governors, the Bank commenced operations on 19 December 1966. (
the Board
Governors); (b) by $1,650 million to $2,750 million (Resolution No. 46
the Board
Governors); (c) by $40 million to $2,790 million (Resolution No. 55
the Board
Governors); (d) by $137.5 million to $2,927.5 million (Resolution No. 79
the Board
Governors); (e) by $50 million to $2,977.5 million (Resolution No. 80
the Board
Governors); (f) by $70 million to $3,047.5 million (Resolution No. 89
the Board
Governors); (g) by $25.1 million to $3,072.6 million (Resolution No. 100
the Board
Governors); (h) by $4,148 million to $7,220.6 million (Resolution No. 104
the Board
Governors); (i) by $7,547.5 million to $14,768.1 million (Resolution No. 158
the Board
Governors); (j) by $295.2 million to $15,063.3 million (Resolution No. 174
the Board
Governors); (k) by $1,140 million to $16,203.3 million (Resolution No. 176
the Board
Governors); (l) by $621.9 million to $16,825.2 million (Resolution No. 192
the Board
Governors); (m) by $0.5 million to $16,825.7 million (Resolution No. 201
the Board
Governors); (n) by $0.7 million to $16,826.4 million (Resolution No. 202
the Board
Governors); (o) by $60.2 million to $16,886.6 million (Resolution No. 205
the Board
Governors); (p) by $2.7 million to $16,889.3 million (Resolution No. 206
the Board
Governors); (q) by $0.7 million to $16,890.0 million (Resolution No. 212
the Board
Governors); (r) by $0.2 million to $16,890.2 million (Resolution No. 219
the Board
Governors); (s) by $142.7 million to $17,032.9 million (Resolution No. 224
the Board
Governors); (t) by $52.9 million to $17,085.8 million (Resolution No. 225
the Board
Governors); and (u) by $17,705.0 million to $34,790.8 million (Resolution No. 232
the Board
Governors). (v) With regard to Article 30, with effect from the Fourth Annual Meeting
the Board
Governors, the size
the Board
Directors was increased to twelve
the Board
Governors). (vi) The members
the Bank and their subscriptions to the authorized capital stock, as
31 December 1994, are listed in the footnote to Annex A on pages 43 and 44. * 2959 CONTENTS: Chapter 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
members, temporary suspension and termination
operations
the Bank VIII Status, immunities, exemptions and privileges IX Amendments, interpretation, arbitration X Final provisions Annex A Initial subscriptions to the authorized capital stock for countries which may become members in accordance with article 64 Annex B Election
Directors * AGREEMENT ESTABLISHING THE ASIAN DEVELOPMENT BANK THE CONTRACTING PARTIES Considering the importance
closer economic co-operation as a means for achieving the most efficient utilization
resources and for accelerating the economic development
Asia and the Far East; Realizing the significance
making additional development financing available for the region by mobilizing such funds and other resources both from within and outside the region, and by seeking to create and foster conditions conducive to increased domestic savings and greater flow
development funds into the region; Recognizing the desirability
promoting the harmonious growth
the economies
the region and the expansion
external trade
member countries; Convinced that the establishment
a financial institution that is Asian in its basic character would serve these ends; HAVE AGREED to establish hereby the Asian Development Bank (hereinafter called the „Bank“) which shall operate in accordance with the following: Chapter I – Purpose, functions and membership Article 1 Purpose The purpose
the Bank shall be to foster economic growth and co-operation in the region
Asia and the Far East (hereinafter referred to as the „region“) and to contribute to the acceleration
the process
economic development
the developing member countries in the region, collectively and individually. Wherever used in this Agreement, the terms „region
Asia and the Far East“ and „region“ shall comprise the territories
Asia and the Far East included in the Terms
Reference
the United Nations Economic Commission for Asia and the Far East. Article 2 Functions To fulfil its purpose, the Bank shall have the following functions: (i) to promote investment in the region
public and private capital for development purposes; (ii) to utilize the resources at its disposal for financing development
the developing member countries in the region, giving priority to those regional, sub-regional as well as national projects and programmes which will contribute most effectively to the harmonious economic growth
the region as a whole, and having special regard to the needs
the smaller or less developed member countries in the region; (iii) to meet requests from members in the region to assist them in the coordination
their development policies and plans with a view to achieving better utilization
their resources, making their economies more complementary, and promoting the orderly expansion
their foreign trade, in particular, intraregional trade; (iv) to provide technical assistance for the preparation, financing and execution
development projects and programmes, including the formulation
specific project proposals; (v) to co-operate, in such manner as the Bank may deem appropriate, within the terms
this Agreement, with the United Nations, its organs and subsidiary bodies including, in particular, the Economic Commission for Asia and the Far East, and with public international organizations and other international institutions, as well as 2960 national entities whether public or private, which are concerned with the investment
development funds in the region, and to interest such institutions and entities in new opportunities for investment and assistance; and (
the United Nations Economic Commission for Asia and the Far East; and (ii) other regional countries and non-regional developed countries which are members
the United Nations or
any
its specialized agencies. 2. Countries eligible for membership under paragraph 1
this Article which do not become members in accordance with Article 64
this Agreement may be admitted, under such terms and conditions as the Bank may determine, to membership in the Bank upon the affirmative vote
two-thirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members. 3. In the case
associate members
the United Nations Economic Commission for Asia and the Far East which are not responsible for the conduct
their international relations, application for membership in the Bank shall be presented by the member
the Bank responsible for the international relations
the applicant and accompanied by an undertaking by such member that, until the applicant itself assumes such responsibility, the member shall be responsible for all obligations that may be incurred by the applicant by reason
admission to membership in the Bank and enjoyment
the benefits
such membership. „Country“ as used in this Agreement shall include a territory which is an associate member
the United Nations Economic Commission for Asia and the Far East. Chapter II – Capital Article 4 Authorized capital 1. The authorized capital stock
the Bank shall be one billion dollars ($1,000,000,000) in terms
United States dollars
the weight and fineness in effect on 31 January 1966. The dollar wherever referred to in this Agreement shall be understood as being a United States dollar
the above value. The authorized capital stock shall be divided into one hundred thousand (100,000) shares having a par value
ten thousand dollars ($10,000) each, which shall be available for subscription only by members in accordance with the provisions
this Agreement. 2. The original authorized capital stock shall be divided into paid-in shares and callable shares. Shares having an aggregate par value
five hundred million dollars ($500,000,000) shall be paid-in shares, and shares having an aggregate par value
five hundred million dollars ($500,000,000) shall be callable shares. 3. The authorized capital stock
the Bank may be increased by the Board
Governors, at such time and under such terms and conditions as it may deem advisable, by a vote
two-thirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members. Article 5 Subscription
shares 1. Each member shall subscribe to shares
the capital stock
the Bank. Each subscription to the original authorized capital stock shall be for paid-in shares and callable shares in equal parts. The initial number
shares to be subscribed by countries which become members in accordance with Article 64
this Agreement shall be that set forth in Annex A hereof. The initial number
shares to be subscribed by countries which are admitted to membership in accordance with paragraph 2
this Agreement shall be determined by the Board
Governors; provided, however, that no such subscription shall be authorized which would have the effect
reducing the percentage
capital stock held by regional members below sixty
the total subscribed capital stock. 2. The Board
Governors shall at intervals
not less than five
the Bank. In case
an increase in the authorized capital stock, each member shall have a reasonable opportunity to subscribe, under such terms and conditions as the Board
Governors shall determine, to a proportion
the increase
stock equivalent to the proportion which its stock theretofore subscribed bears to the total subscribed capital stock immediately prior to such increase; provided, however, that the foregoing provision shall not apply in respect
any increase or portion
an increase in the authorized capital stock intended solely to give effect to determinations
the Board
Governors under paragraphs 1 and 3
this Article. No member shall be obligated to subscribe to any part
an increase
capital stock. 3. The Board
Governors may, at the request
a member, increase the subscription
such member on such terms and conditions as the Board may determine; provided, however, that no such increase in the subscription
any member shall be authorized which would have the effect
reducing the percentage
capital stock held by regional members below sixty
the total subscribed capital stock. The Board
Governors shall pay special regard to the request
any regional member having less than six
the subscribed capital stock to increase its proportionate share thereof. 2961 4. Shares
stock initially subscribed by members shall be issued at par. Other shares shall be issued at par unless the Board
Governors by a vote
a majority
the total number
Governors, representing a majority
the total voting power
the members, decides in special circumstances to issue them on other terms. 5. Shares
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
this Agreement. 6. The liability
the members on shares shall be limited to the unpaid portion
their issue price. 7. No member shall be liable, by reason
its membership, for obligations
the Bank. Article 6 Payment
subscriptions 1. Payment
the amount initially subscribed by each Signatory to this Agreement which becomes a member in accordance with Article 64 to the paid-in capital stock
the Bank shall be made in five
twenty
such amount. The first instalment shall be paid by each member within thirty
this Agreement, or on or before the date
deposit on its behalf
its instrument
ratification or acceptance in accordance with paragraph 1
this Agreement. The remaining three
each instalment for the payment
initial subscriptions to the original paid-in capital stock: (a) Fifty
the member. 3. The Bank shall accept from any member promissory notes or other obligations issued by the Government
the member, or by the depository designated by such member, in lieu
the amount to be paid in the currency
the member pursuant to paragraph 2 (b)
this Article, provided such is not required by the Bank for the conduct
its operations. Such notes or obligations shall be non-negotiable, non-interest-bearing, and payable to the Bank at par value upon demand. Subject to the provisions
paragraph 2(ii)
, demands upon such notes or obligations payable in convertible currencies shall, over reasonable periods
time, be uniform in percentage on all such notes or obligations. 4. Each payment
a member in its own currency under paragraph 2(b)
this Article shall be in such amount as the Bank, after such consultation with the International Monetary Fund as the Bank may consider necessary and utilizing the par value established with the International Monetary Fund, if any, determines to be equivalent to the full value in terms
dollars
the portion
the subscription being paid. The initial payment shall be in such amount as the member considers appropriate hereunder but shall be subject to such adjustment, to be effected within ninety
the date on which such payment was due, as the Bank shall determine to be necessary to constitute the full dollar equivalent
such payment. 5. Payment
the amount subscribed to the callable capital stock
the Bank shall be subject to call only as and when required by the Bank to meet its obligations incurred under sub-paragraphs (ii) and (iv)
on borrowings
funds for inclusion in its ordinary capital resources or on guarantees chargeable to such resources. 6. In the event
the call referred to in paragraph 5
this Article, payment may be made at the option
the member in gold, convertible currency or in the currency required to discharge the obligations
the Bank for the purpose
which the call is made. Calls on unpaid subscriptions shall be uniform in percentage on all callable shares. 7. The Bank shall determine the place for any payment under this Article, provided that, until the inaugural meeting
its Board
Governors, the payment
the first instalment referred to in paragraph 1
this Article shall be made to the Secretary-General
the United Nations, as Trustee for the Bank. Article 7 Ordinary capital resources As used in this Agreement, the term „ordinary capital resources“
the Bank shall include the following: (i) authorized capital stock
the Bank, including both paid-in and callable shares, subscribed pursuant to Article 5
this Agreement, except such part thereof as may be set aside into one or more Special Funds in accordance with paragraph 1 (i)
this Agreement; (ii) funds raised by borrowings
the Bank by virtue
powers conferred by sub-paragraph (i)
this Agreement, to which the commitment to calls provided for in paragraph 5
this Agreement is applicable; (iii) funds received in repayment
loans or guarantees made with the resources indicated in (i) and (iii)
this Article; (iv) income derived from loans made from the aforementioned funds or from guarantees to which the commitment to calls set forth in paragraph 5
this Agreement is applicable; and (v) any other funds or income received by the Bank which do not form part
its Special Funds resources referred to in Article 20
this Agreement. 2962 Chapter III – Operations Article 8 Use
resources The resources and facilities
the Bank shall be used exclusively to implement the purpose and functions set forth respectively in Articles 1 and 2
this Agreement. Article 9 Ordinary and special operations 1. The operations
the Bank shall consist
ordinary operations and special operations. 2. Ordinary operations shall be those financed from the ordinary capital resources
the Bank. 3. Special operations shall be those financed from the Special Funds resources referred to in Article 20
this Agreement. Article 10 Separation
operations 1. The ordinary capital resources and the Special Funds resources
the Bank shall at all times and in all respects be held, used, committed, invested or otherwise disposed
entirely separate from each other. The financial statements
the Bank shall show the ordinary operations and special operations separately. 2. The ordinary capital resources
the Bank shall under no circumstances be charged with, or used to discharge, losses or liabilities arising out
special operations or other activities for which Special Funds resources were originally used or committed. 3. Expenses appertaining directly to ordinary operations shall be charged to the ordinary capital resources
the Bank. Expenses appertaining directly to special operations shall be charged to the Special Funds resources. Any other expenses shall be charged as the Bank shall determine. Article 11 Recipients and methods
operation Subject to the conditions stipulated in this Agreement, the Bank may provide or facilitate financing to any member, or any agency, instrumentality or political subdivision thereof, or any entity or enterprise operating in the territory
a member, as well as to international or regional agencies or entities concerned with economic development
the region. The Bank may carry out its operations in any
the following ways: (i) by making or participating in direct loans with its unimpaired paid-in capital and, except as provided in Article 17
this Agreement, with its reserves and undistributed surplus; or with the unimpaired Special Funds resources; (ii) by making or participating in direct loans with funds raised by the Bank in capital markets or borrowed or otherwise acquired by the Bank for inclusion in its ordinary capital resources; (iii) by investment
funds referred to in (i) and (ii)
this Article in the equity capital
an institution or enterprise, provided no such investment shall be made until after the Board
Governors, by a vote
a majority
the total number
Governors, representing a majority
the total voting power
the members, shall have determined that the Bank is in a position to commence such type
operations; or (iv) by guaranteeing, whether as primary or secondary obligor, in whole or in part, loans for economic development participated in by the Bank. Article 12 Limitations on ordinary operations 1. The total amount outstanding
loans, equity investments and guarantees made by the Bank in its ordinary operations shall not at any time exceed the total amount
its unimpaired subscribed capital, reserves and surplus included in its ordinary capital resources, exclusive
the special reserve provided for by Article 17
this Agreement and other reserves not available for ordinary operations. 2. In the case
loans made with funds borrowed by the Bank to which the commitment to calls provided for by paragraph 5
this Agreement is applicable, the total amount
principal outstanding and payable to the Bank in a specific currency shall not at any time exceed the total amount
the principal
outstanding borrowings by the Bank that are payable in the same currency. 3. In the case
funds invested in equity capital out
the ordinary capital resources
the Bank, the total amount invested shall not exceed ten
the aggregate amount
the unimpaired paid-in capital stock
the Bank actually paid up at any given time together with the reserves and surplus included in its ordinary capital resources, exclusive
the special reserve provided for in Article 17
this Agreement. 2963 4. The amount
any equity investment shall not exceed such percentage
the equity capital
the entity or enterprise concerned as the Board
Directors shall in each specific case determine to be appropriate. The Bank shall not seek to obtain by such an investment a controlling interest in the entity or enterprise concerned, except where necessary to safeguard the investment
the Bank. Article 13 Provision
currencies for direct loans In making direct loans or participating in them, the Bank may provide financing in any
the following ways: (i) by furnishing the borrower with currencies other than the currency
the member in whose territory the project concerned is to be carried out (the latter currency hereinafter to be called „local currency“), which are necessary to meet the foreign exchange costs
such project; or (ii) by providing financing to meet local expenditures on the project concerned, where it can do so by supplying local currency without selling any
its holdings in gold or convertible currencies. In special cases when, in the opinion
the Bank, the project causes or is likely to cause undue loss or strain on the balance
payments
the member in whose territory the project is to be carried out, the financing granted by the Bank to meet local expenditures may be provided in currencies other than that
such member; in such cases, the amount
the financing granted by the Bank for this purpose shall not exceed a reasonable portion
the total local expenditure incurred by the borrower. Article 14 Operating principles The operatilons
the Bank shall be conducted in accordance with the following principles: (i) The operations
the Bank shall provide principally for the financing
specific projects, including those forming part
a national, sub-regional or regional development programme. They may, however, include loans to, or guarantees
loans made to, national development banks or other suitable entities, in order that the latter may finance specific development projects whose individual financing requirements are not, in the opinion
the Bank, large enough to warrant the direct suspension
the Bank; (ii) In selecting suitable projects, the Bank shall always be guided by the provisions
sub-paragraph (ii)
this Agreement; (iii) The Bank shall not finance any undertaking in the territory
a member if that member objects to such financing; (iv) Before a loan is granted, the applicant shall have submitted an adequate loan proposal and the President
the Bank shall have presented to the Board
Directors a written report regarding the proposal, together with his recommendations, on the basis
a staff study; (v) In considering an application for a loan or guarantee, the Bank shall pay due regard to the ability
the borrower to obtain financing or facilities elsewhere on terms and conditions that the Bank considers reasonable for the recipient, taking into account all pertinent factors; (vi) In making or guaranteeing a loan, the Bank shall pay due regard to the prospects that the borrower and its guarantor, if any, will be in a position to meet their obligations under the loan contract; (vii) In making or guaranteeing a loan, the rate
interest, other charges and the schedule for repayment
principal shall be such: as are, in the opinion
the Bank, appropriate for the loan concerned; (viii) In guaranteeing a loan made by other investors, or in underwriting the sale
securities, the Bank shall receive suitable compensation for its risk; (ix) The proceeds
any loan, investment or other financing undertaken in the ordinary operations
the Bank or with Special Funds established by the Bank pursuant to paragraph 1 (i)
, shall be used only for procurement in member countries
goods and services produced in member countries, except in any case in which the Board
Directors by a vote
the Directors representing not less than two-thirds
the total voting power
the members, determines to permit procurement in a non-member country or
goods and services produced in a non-member country in special circumstances making such procurement appropriate, as in the case
a non-member country in which a significant amount
financing has been provided to the Bank; (x) In the case
a direct loan made by the Bank, the borrower shall be permitted by the Bank to draw its funds only to meet expenditures in connection with the project as they are actually incurred; (xi) The Bank shall take the necessary measures to ensure that the proceeds
any loan made, guaranteed or participated in by the Bank are used only for the purposes for which the loan was granted and with due attention to considerations
economy and efficiency; (xii) The Bank shall pay due regard to the desirability
avoiding a disproportionate amount
its resources being used for the benefit
any member; 2964 (xiii) The Bank shall seek to maintain reasonable diversification in its investments in equity capital; it shall not assume responsibility for managing any entity or enterprise in which it has an investment, except where necessary to safeguard its investments; and (xiv) The Bank shall be guided by sound banking principles in its operations. Article 15 Terms and conditions for direct loans and guarantees 1. In the case
direct loans made or participated in or loans guaranteed by the Bank, the contract shall establish, in conformity with the operating principles set forth in Article 14
this Agreement and subject to the other provisions
this Agreement, the terms and conditions for the loan or the guarantee concerned, including those relating to payment
principal, interest and other charges, maturities, and dates
payment in respect
the loan, or the fees and other charges in respect
the guarantee, respectively. In particular, the contract shall provide that, subject to paragraph 3
this Article, all payments to the Bank under the contract shall be made in the currency loaned, unless, in the case
a direct loan made or a loan guaranteed as part
special operations with funds provided under paragraph 1 (ii)
, the rules and regulations
the Bank provide otherwise. Guarantees by the Bank shall also provide that the Bank may terminate its liability with respect to interest if, upon default by the borrower and the guarantor, if any, the Bank
fers to purchase, at par and interest accrued to a date designated in the
fer, the bonds or other obligations guaranteed. 2. Where the recipient
loans or guarantees
loans is not itself a member, the Bank may, when it deems it advisable, require that the member in whose territory the project concerned is to be carried out, or a public agency or any instrumentality
that member acceptable to the Bank, guarantee the repayment
the principal and the payment
interest and other charges on the loan in accordance with the terms thereof. 3. The loan or guarantee contract shall expressly state the currency in which all payments to the Bank thereunder shall be made. At the option
the borrower, however, such payments may always be made in gold or convertible currency. Article 16 Commission and fees 1. The Bank shall charge, in addition to interest, a commission on direct loans made or participated in as part
its ordinary operations. This commission, payable periodically, shall be computed on the amount out, standing on each loan or participation and shall be at the rate
not less than one
its operations, decides to reduce this minimum rate by a two-thirds majority
its members, representing not less than three-fourths
the total voting power
the members. 2. In guaranteeing a loan as part
its ordinary operations, the Bank shall charge a guarantee fee, at a rate determined by the Board
Directors, payable periodically on the amount
the loan outstanding. 3. Other charges
the Bank in its ordinary operations and any commission, fees or other charges in its special operations shall be determined by the Board
Directors. Article 17 Special reserve The amount
commissions and guarantee fees received by the Bank pursuant to Article 16
this Agreement shall be set aside as a special reserve which shall be kept for meeting liabilities
the Bank in accordance with Article 18
this Agreement. The special reserve shall be held in such liquid form as the Board
Directors may decide. Article 18 Methods
meeting liabilities
the Bank 1. In cases
default on loans made, participated in or guaranteed by the Bank in its ordinary operations, the Bank shall take such action as it deems appropriate with respect to modifying the terms
the loan, othler than the currency
repayment. 2. The payments in discharge
the Bank’s liabilities on borrowings or guarantees under sub-paragraphs (ii) and (iv)
chargeable to the ordinary capital resources shall be charged: (
the Bank, against the other reserves, surplus and capital available to the Bank. 3. Whenever necessary to meet contractual payments
interest, other charges or amortization on borrowings
the Bank in its ordinary operations, or to meet its liabilities with respect to similar payments in respect
loans guaranteed by it, chargeable to its ordinary capital resources, the Bank may call an appropriate amount
the uncalled subscribed callable capital in accordance with paragraphs 6 and 7
this Agreement. 2965 4. In cases
default in respect
a loan made from borrowed funds or guaranteed by the Bank as part
its ordinary operations, the Bank may, if it believes that the default may be
long duration, call an additional amount
such callable capital not to exceed in any one
the total subscriptions
the members to such capital, for the following purposes: (i) To redeem before maturity, or otherwise discharge, the Bank’s liability on all or part
the outstanding principal
any loan guaranteed by it in respect
which the debtor is in default; and (ii) To repurchase, or otherwise discharge, the Bank’s liability on all or part
its own outstanding borrowing. 5. If the Bank’s subscribed callable capital stock shall be entirely called pursuant to paragraphs 3 and 4
this Article, the Bank may, if necessary for the purposes specified in paragraph 3
this Article, use or exchange the currency
any member without restriction, including any restriction imposed pursuant to paragraphs 2 (i) and (ii)
The Bank may: (i) set aside, by a vote
two-thirds
the total number
Governors, representing at least three-fourths
the total voting power
the members, not more than ten
the portion
the unimpaired paid-in capital
the Bank paid by members pursuant to paragraph 2(a)
and
the portion thereof paid pursuant to paragraph 2(b)
, and establish there with one or more Special Funds; and (ii) accept the administration
Special Funds which are designed to serve the purpose and come within the functions
the Bank. 2. Special Funds established by the Bank pursuant to paragraph 1 (i)
this Article may be used to guarantee or make loans
high developmental priority, with longer maturities, longer deferred commencement
repayment and lower interest rates than those established by the Bank for its ordinary operations. Such Funds may also be used on such other terms and conditions, not inconsistent with the applicable provisions
this Agreement nor with the character
such Funds as revolving funds, as the Bank in establishing such Funds may direct. 3. Special Funds accepted by the Bank under paragraph 1 (ii)
this Article may be used in any manner and on any terms and conditions not inconsistent with the purpose
the Bank and with the agreement relating to such Funds. 4. The Bank shall adopt such special rules and regulations as may be required for the establishment, administration and use
each Special Fund. Such rules and regulations shall be consistent with the provisions
this Agreement, excepting those provisions expressly applicable only to ordinary operations
the Bank. Article 20 Special funds resources As used in this Agreement, the term „Special Funds resources“ shall refer to the resources
any Special Fund and shall include: (
loans or guarantees financed from the resources
any Special Fund which, under the rules and regulations
the Bank governing that Special Fund, are received by such Special Fund; (d) income derived from operations
the Bank in which any
the aforementioned resources or funds are used or committed if, under the rules and regulations
the Bank governing the Special Fund concerned, that income accrues to such Special Fund; and (e) any other resources placed at the disposal
any Special Fund. Chapter IV – Borrowing and other miscellaneous powers Article 21 General powers In addition to the powers specified elsewhere in this Agreement, the Bank shall have the power to: (
its obligations in the territory
a country, the Bank shall have obtained its approval; (b) where the obligations
the Bank are to be denominated in the currency
a member, the bank shall have obtained its approval; (c) the Bank shall obtain the approval
the countries referred to in sub-paragraphs (a) and (b)
this paragraph that the proceeds may be exchanged for the currency
any member without restriction; and 2966 (
previous borrowing, if any, in that country, the amount
previous borrowing in other countries, and the possible availability
funds in such other countries; and shall give due regard to the general principle that its borrowings should to the greatest extent possible be diversified as to country
borrowing. buy and sell securities the Bank has issued or guaranteed or in which it has invested, provided always that it shall have obtained the approval
any country in whose territory the securities are to be bought or sold; guarantee securities in which it has invested in order to facilitate their sale; underwrite, or participate in the underwriting
, securities issued by any entity or enterprise for purposes consistent with the purpose
the Bank; invest funds, not needed in its operations, in the territories
members in such obligations
members or nationals thereof as it may determine, and invest funds held by the Bank for pensions or similar purposes in the territories
members in marketable securities issued by members or nationals thereof; provide technical advice and assistance which serve its purpose and come within its functions, and where expenditures incurred in furnishing such services are not reimbursable, charge the net income
the Bank therewith; in the first five
its operations, the Bank may use up to two
its paid-in capital for furnishing such services on a non-reimbursable basis, and exercise such other powers and establish such rules and regulations as may be necessary or appropriate in furtherance
its purpose and functions, consistent with the provisions
this Agreement. Article 22 Notice to be placed on securities 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
any Government, unless it is in fact the obligation
a particular Government, in which case it shall so state. Chapter V – Currencies Article 23 Determination
convertibility Whenever it shall become necessary under this Agreement to determine whether any currency is convertible, such determination shall be made by the Bank after consultation with the International Monetary Fund. Article 24 Use
currencies 1. Members may not maintain or impose any restrictions on the holding or use by the Bank or by any recipient from the Bank, for payments in any country,
the following: (i) gold or convertible currencies received by the Bank in payment
subscriptions to its capital stock, other than that paid to the Bank by members pursuant to paragraph 2(b)
and restricted pursuant to paragraphs 2(i) and (ii)
this Article; (ii) currencies
members purchased with the gold or convertible currencies referred to in the preceding subparagraph; (iii) currencies obtained by the Bank by borrowing, pursuant to sub-paragraph (i)
this Agreement, for inclusion in its ordinary capital resources; (iv) gold or currencies received by the Bank in payment on account
principal, interest, dividends or other charges in respect
loans or investments made out
any
the funds referred to in sub-paragraphs (i) to (iii)
this paragraph or in payment
fees in respect
guarantees made by the Bank; and (v) currencies, other than the member’s own currency, received by the member from the Bank in distribution
the net income
the Bank in accordance with Article 40
this Agreement. 2. Members may not maintain or impose any restriction on the holding or use by the Bank or by any recipient from the Bank, for payments in any country,
currency
a member received by the Bank which does not come within the provisions
the preceding paragraph, unless: (i) a developing member country, after consultation with and subject to periodic review by the Bank, restricts in whole or in part the use
such currency to payments for goods or services produced and intended for use in its territory; or (ii) any other member whose subscription has been determined in Part A
Annex A hereof and whose exports
industrial products do not represent a substantial proportion
its total exports, deposits with its instrument
ratification or acceptance a declaration that it desires the use
the portion
its subscription paid pursuant to paragraph 2(b)
to be restricted, in whole or in part, to payments for goods or services produced in its territory; provided that such restrictions be subject to periodic review by and consultation with the Bank and that any purchases
goods or services in the territory
that member, subject to the usual consideration
competitive tendering, shall be first charged against the portion
its subscription paid pursuant to paragraph 2(b)
; or 2967 (iii) such currency forms part
the Special Funds resources
the Bank available under paragraph l(ii)
3. Members may not maintain or impose any restrictions on the holding or use by the Bank, for making amortization payments or anticipatory payments or for repurchasing in whole or in part the Bank’s own obligations,
currencies received by the Bank in repayment
direct loans made out
its ordinary capital resources, provided, however, that until the Bank’s subscribed callable capital stock has been entirely called, such holding or use shall be subject to any limitations imposed pursuant to paragraph 2(i)
this Article except in respect
obligations payable in the currency
the member concerned. 4. Gold or currencies held by the Bank shall not be used by the Bank to purchase other currencies
members or non-members except: (i) in order to meet its obligations in the ordinary course
its business; or (ii) pursuant to a decision
the Board
Directors adopted by a vote
the Directors representing not less than two-thirds
the total voting power
the members. 5. Nothing herein contained shall prevent the Bank from using the currency
any member for administrative expenses incurred by the Bank in the territory
such member. Article 25 Maintenance
value
the currency holdings
the Bank 1. Whenever (a) the par value in the International Monetary Fund
the currency
a member is reduced in terms
the dollar defined in Article 4
this Agreement, or (b) in the opinion
the Bank, after consultation with the International Monetary Fund, the foreign exchange value
a member’s currency has depreciated to a significant extent, that member shall pay to the Bank within a reasonable time an additional amount
its currency required to maintain the value
all such currency held by the Bank, excepting (
Whenever (a) the par value in the International Monetary Fund
the currency
a member is increased in terms
the said dollar, or (b) in the opinion
the Bank, after consultation with the International Monetary Fund, the foreign exchange value
a member’s currency has appreciated to a significant extent, the Bank shall pay to that member within a reasonable time an amount
that currency required to adjust the value
all such currency held by the Bank excepting (
The Bank may waive the provisions
this Article when a uniform proportionate change in the par value
the currencies
all its members takes place. Chapter VI – Organization and management Article 26 Structure The Bank shall have a Board
Governors, a Board
Directors, a President, one or more Vice-Presidents and such other
ficers and staff as may be considered necessary. Article 27 Board
Governors: composition 1. Each member shall be represented on the Board
Governors and shall appoint one Governor and one alternate. Each Governor and alternate shall serve at the pleasure
the appointing member. No alternate may vote except in the absence
his principal. At its annual meeting, the Board shall designate one
the Governors as Chairman who shall hold
fice until the election
the next Chairman and the next annual meeting
the Board. 2. Governors and alternates shall serve as such without remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending meetings. Article 28 Board
Governors: powers 1. All the powers
the Bank shall be vested in the Board
Governors. 2. The Board
Governors may delegate to the Board
Directors any or all its powers, except the power to: (i) admit new members and determine the conditions
their admission; (ii) increase or decrease the authorized capital stock
the Bank; (iii) suspend a member; (iv) decide appeals from interpretations or applications
this Agreement given by the Board
Directors; 2968 (v) authorize the conclusion
general agreements for co-operation with other international organizations; (vi) elect the Directors and the President
the Bank; (vii) determine the remuneration
the Directors and their alternates and the salary and other terms
the contract
service
the President; (viii) approve, after reviewing the auditor’s report, the general balance sheet and the statement
profit and loss
the Bank; (ix) determine the reserves and the distribution
the net profits
the Bank; (
the Bank and to distribute its assets; and (xii) exercise such other powers as are expressly assigned to the Board
Governors in this Agreement. 3. The Board
Governors shall retain full power to exercise authority over any matter delegated to the Board
Directors under paragraph 2
this Article. 4. For the purposes
this Agreement, the Board
Governors may, by a vote
two-thirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members, from time to time determine which countries or members
the Bank are to be regarded as developed or developing countries or members, taking into account appropriate economic considerations. Article 29 Board
Governors: procedure 1. The Board
Governors shall hold an annual meeting and such other meetings as may be provided for by the Board or called by the Board
Directors. Meetings
the Board
Governors shall be called, by the Board
Directors, whenever requested by five
the Bank. 2. A majority
the Governors shall constitute a quorum for any meeting
the Board
Governors, provided such majority represents not less than two-thirds
the total voting power
the members. 3. The Board
Governors may by regulation establish a procedure whereby the Board
Directors may, when the latter deems such action advisable, obtain a vote
the Governors on a specific question without calling a meeting
the Board
Governors. 4. The Board
Governors, and the Board
Directors to the extent authorized, may establish such subsidiary bodies as may be necessary or appropriate to conduct the business
the Bank. Article 30 Board
Directors: composition 1. (i) The Board
Directors shall be composed
ten
the Board
Governors, and
whom: (a) seven
high competence in economic and financial matters and shall be elected in accordance with Annex B hereof. (ii) At the Second Annual Meeting
the Board
Governors after its inaugural meeting, the Board
Governors shall review the size and composition
the Board
Directors, and shall increase the number
Directors as appropriate, paying special regard to the desirability, in the circumstances at that time,
increasing representation in the Board
Directors
smaller less developed member countries. Decisions under this paragraph should be made by a vote
a majority
the total number
Governors, representing not less than two-thirds
the total voting power
the members. 2. Each Director shall appoint an alternate with full power to act for him when he is not present. Directors and alternates shall be nationals
member countries. No two or more Directors may be
the same nationality nor may any two or more alternates be
the same nationality. An alternate may participate in meetings
the Board but may vote only when he is acting in place
his principal. 3. Directors shall hold
fice for a term
two
fice until their successors shall have been chosen and qualified. If the
fice
a Director becomes vacant more than one hundred and eighty
his term, a successor shall be chosen in accordance with Annex B hereof, for the remainder
the term, by the Governors who elected the former Director. A majority
the votes cast by such Governors shall be required for such election. If the
fice
a Director becomes vacant one hundred and eighty
his term, a successor may similarly be chosen for the remainder
the term, by the Governors who elected the former Director, in which election a majority
the votes cast by such Governors shall be required. While the
fice remains vacant, the alternate
the former Director shall exercise the powers
the latter, except that
appointing an alternate. 2969 Article 31 Board
Directors: powers The Board
Directors shall be responsible for the direction
the general operations
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
Governors, and in particular: (i) prepare the work
the Board
Governors, (ii) in conformity with the general directions
the Board
Governors, take decisions concerning loans, guarantees, investments in equity capital, borrowing by the Bank, furnishing
technical assistance and other operations
the Bank; (iii) submit the accounts for each financial year for approval
the Board
Governors at each annual meeting; and (iv) approve the budget
the Bank. Article 32 Board
Directors: procedure 1. The Board
Directors shall normally function at the principal
fice
the Bank and shall meet as
ten as the business
the Bank may require. 2. A majority
the Directors shall constitute a quorum for any meeting
the Board
Directors, provided such majority represents not less than two-thirds
the total voting power
the members. 3. The Board
Governors shall adopt Regulations under which, if there is no Director
its nationality, a member may send a representative to attend, without right to vote, any meeting
the Board
Directors when a matter particularly affecting that member is under consideration. Article 33 Voting 1. The total voting power
each member shall consist
the sum
its basic votes and proportional votes. (i) The basic votes
each member shall consist
such number
votes as results from the equal distribution among all the members
twenty
the aggregate sum
the basic votes and proportional votes
all the members. (ii) The number
the proportional votes
each member shall be equal to the number
shares
the capital stock
the Bank held by that member. 2. In voting in the Board
Governors, each Governor shall be entitled to cast the votes
the member he represents. Except as otherwise expressly provided in this Agreement, all matters before the Board
Governors shall be decided by a majority
the voting power represented at the meeting. 3. In voting in the Board
Directors, each Director shall be entitled to cast the number
votes that counted towards his election which votes need not be cast as a unit. Except as otherwise expressly provided in this Agreement, all matters before the Board
Directors shall be decided by a majority
the voting power represented at the meeting. Article 34 The President 1. The Board
Governors, by a vote
a majority
the total number
Governors, representing not less than a majority
the total voting power
the members, shall elect a president
the Bank. He shall be a national
a regional member country. The President, while holding
fice, shall not be a Governor or a Director or an alternate for either. 2. The term
fice
the President shall be five
fice when the Board
Governors so decides by a vote
two-thirds
the total number
Governors, representing not less than two-thirds
the total voting power
the members. If the
fice
the President for any reason becomes vacant more than one hundred and eighty
his term, a successor shall be elected for the unexpired portion
such term by the Board
Governors in accordance with the provisions
paragraph 1
this Article. If such
fice for any reason becomes vacant one hundred and eighty
his term, a successor may similarly be elected for the unexpired portion
such term by the Board
Governors. 3. The President shall be Chairman
the Board
Directors but shall have no vote, except a deciding vote in case
an equal division. He may participate in meetings
the Board
Governors but shall not vote. 4. The President shall be the legal representative
the Bank. 5. The President shall be chief
the staff
the Bank and shall conduct, under the direction
the Board
Directors, the current business
the Bank. He shall be responsible for the organization, appointment and dismissal
the
ficers and staff in accordance with regulations adopted by the Board
Directors. 2970 6. In appointing the
ficers and staff, the President shall, subject to the paramount importance
securing the highest standards
efficiency and technical competence, pay due regard to the recruitment
personnel on as wide a regional geographical basis as possible. Article 35 Vice-President(s) 1. One or more Vice-Presidents shall be appointed by the Board
Directors on the recommendation
the President. Vice-President(s) shall hold
fice for such term, exercise such authority and perform such functions in the administration
the Bank, as may be determined by the Board
Directors. In the absence or incapacity
the President, the Vice-President or, if there be more than one, the ranking Vice-President, shall exercise the authority and perform the functions
the President. 2. Vice-President(s) may participate in meetings
the Board
Directors but shall have no vote at such meetings, except that the Vice-President or ranking Vice-President, as the case may be, shall cast the deciding vote when acting in place
the President. Article 36 Prohibition
political activity: The international character
the Bank
ficers and staff shall not interfere in the political affairs
any member, nor shall they be influenced in their decisions by the political character
the member concerned. Only economic considerations shall be relevant to their decisions. Such considerations shall be weighed impartially in order to achieve and carry out the purpose and functions
the Bank. 3. The President, Vice-President(s),
ficers and staff
the Bank, in the discharge
their
fices, owe their duty entirely to the Bank and to no other authority. Each member
the Bank shall respect the international character
this duty and shall refrain from all attempts to influence any
them in the discharge
their duties. Article 37
fice
the Bank
fice
the Bank shall be located in Manila, Philippines. The Bank may establish agencies or branch
fices elsewhere. Article 38 Channel
communications, depositories 1. Each member shall designate an appropriate
ficial entity with which the Bank may communicate in connection with any matter arising under this Agreement. 2. Each member shall designate its central bank, or such other agency as may be agreed upon with the Bank, as a depository with which the Bank may keep its holdings
currency
that member as well as other assets
the Bank. Article 39 Working language, reports 1. The working language
the Bank shall be English. 2. The Bank shall transmit to its members an Annual Report containing an audited statement
its accounts and shall publish such Report. It shall also transmit quarterly to its members a summary statement
its financial position and a profit and loss statement showing the results
its operations. 3. The Bank may also publish such other reports as it deems desirable in the carrying out
its purpose and functions. Such reports shall be transmitted to the members
the Bank. Article 40 Allocation
net income 1. The Board
Governors shall determine annually what part
the net income
the Bank, including the net income accruing to Special Funds, shall be allocated, after making provision for reserves, to surplus and what part, if any, shall be distributed to the members. 2. The distribution referred to in the preceding paragraph shall be made in proportion to the number
shares held by each member. 3. Payments shall be made in such manner and in such currency as the Board
Governors shall determine. Chapter VII – Withdrawal and suspension
members, temporary suspension and termination
operations
the Bank Article 41 Withdrawal 1. Any member may withdraw from the Bank at any time by delivering a notice in writing to the Bank at its principal
fice. 2971 2. 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
the cancellation
its notice
intention to withdraw. 3. A withdrawing member shall remain liable for all direct and contingent obligations to the Bank to which it was subject at the date
delivery
the withdrawal notice. If the withdrawal becomes finally effective, the member shall not incur any liability for obligations resulting from operations
the Bank effected after the date on which the withdrawal notice was received by the Bank. Article 42 Suspension
membership 1. If a member fails to fulfil any
its obligation to the Bank, the Board
Governors may suspend such member by a vote
two-thirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members. 2. The member so suspended shall automatically cease to be a member
the Bank one
its suspension unless the Board
Governors, during the one-year period, decides by the same majority necessary for suspension to restore the member to good standing. 3. While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right
withdrawal, but shall remain subject to all its obligations. Article 43 Settlement
accounts 1. After the date on which a country ceases to be a member, it shall remain liable for its direct obligations to the Bank and for its contingent liabilities to the Bank so long as any part
the loans or guarantees contracted before it ceased to be a member is outstanding, but it shall not incur liabilities with respect to loans and guarantees entered into thereafter by the Bank nor share either in the income or the expenses
the Bank. 2. At the time a country ceases to be a member, the Bank shall arrange for the repurchase
such country’s shares by the Bank as a part
the settlement
accounts with such country in accordance with the provisions
paragraphs 3 and 4
this Article. For this purpose, the repurchase price
the shares shall be the value shown by the books
the Bank on the date the country ceases to be a member. 3. The payment for shares repurchased by the Bank under this Article shall be governed by the following conditions: (i) Any amount due to the country concerned for its shares shall be withheld so long as that country, its central bank or any
its agencies, instrumentalities or political subdivisions remains liable, as borrower or guarantor, to the Bank and such amount may, at the option
the Bank, be applied on any such liability as it matures. No amount shall be withheld on account
the contingent liability
the country for future calls on its subscription for shares in accordance with paragraph 5
this Agreement. In any event, no amount due to a member for its shares shall be paid until six
the corresponding stock certificates by the country concerned, to the extent by which the amount due as the repurchase price in accordance with paragraph 2
this Article exceeds the aggregate amount
liabilities, on loans and guarantees referred to in sub-paragraph (i)
this paragraph, until the former member has received the full repurchase price. (iii) Payments shall be made in such available currencies as the Bank determines, taking into account its financial position. (iv) If losses are sustained by the Bank on any guarantees or loans which were outstanding on the date when a country ceased to be a member and the amount
such losses exceeds the amount
the reserve provided against losses on that date, the country concerned shall repay, upon demand, the amount by which the repurchase price
its shares would have been reduced if the losses had been taken into account when the repurchase price was determined. In addition, the former member shall remain liable on any call for unpaid subscriptions in accordance with paragraph 5 to Article 6
this Agreement, to the same extent that it would have been required to respond if the impairment
capital had occurred and the call had been made at the time the repurchase price
its shares was determined. 4. If the Bank terminates its operations pursuant to Article 45
this Agreement within six
the date upon which any country ceases to be a member, all rights
the country concerned shall be determined in accordance with the provisions
Articles 45 to 47
this Agreement. Such country shall be considered as still a member for purposes
such Articles but shall have no voting rights. Article 44 Temporary suspension
operations In an emergency, the Board
Directors may temporarily suspend operations in respect
new loans and guarantees, pending an opportunity for further consideration and action by the Board
Governors. 2972 Article 45 Termination
operations 1. The Bank may terminate its operations by a resolution
the Board
Governors approved by a vote
twothirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members. 2. After such termination, the Bank shall forthwith cease all activities, except those incident to the orderly realization, conservation and preservation
its assets and settlement
its obligations. Article 46 Liability
members and payment
claims 1. In the event
termination
the operation
the Bank, the liability
all members for uncalled subscriptions to the capital stock
the Bank and in respect
the depreciation
their currencies shall continue until all claims
creditors, including all contingent claims shall have been discharged. 2. All creditors holding direct claims shall first be paid out
the assets
the Bank and then out
payments to the Bank or unpaid or callable subscriptions. Before making any payments to creditors holding direct claims, the Board
Directors shall make such arrangements as are necessary, in its judgment, to ensure a pro rata distribution among holders
direct and contingent claims. Article 47 Distribution
assets 1. No distribution
assets shall be made to members on account
their subscriptions to the capital stock
the Bank until all liabilities to creditors have been discharged or provided for. Moreover, such distribution must be approved by the Board
Governors by a vote
two-thirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members. 2. Any distribution
the assets
the Bank to the members shall be in proportion to the capital stock held by each member and shall be effected at such times and under such conditions as the Bank shall deem fair and equitable. The shares
assets distributed need not be uniform as to type
asset. No member shall be entitled to receive its share in such a distribution
assets until it has settled all
its obligations to the Bank. 3. Any member receiving assets distributed pursuant to this Article shall enjoy the same rights with respect to such assets as the Bank enjoyed prior to their distribution. Chapter VIII – Status, immunities, exemptions and privileges Article 48 Purpose
chapter To enable the Bank effectively to fulfil its purpose and carry out the functions entrusted to it, the status, immunities, exemptions and privileges set forth in this Chapter shall be accorded to the Bank in the territory
each member. Article 49 Legal status The Bank shall possess full juridical personality and, in particular, full capacity: (i) to contract; (ii) to acquire, and dispose
, immovable and movable property; and (iii) to institute legal proceedings. Article 50 Immunity from judicial proceedings 1. The Bank shall enjoy immunity from every form
legal process, except in cases arising out
or in connection with the exercise
its powers to borrow money, to guarantee obligations, or to buy and sell or underwrite the sale
securities, in which cases actions may be brought against the Bank in a court
competent jurisdiction in the territory
a country in which the Bank has its principal or a branch
fice, or has appointed an agent for the purpose
accepting service or notice
process, or has issued or guaranteed securities. 2. Notwithstanding the provisions
paragraph 1
this Article, no action shall be brought against the Bank by any member, or by any agency or instrumentality
a member, or by any entity or person directly or indirectly acting for or deriving claims from a member or from any agency or instrumentality
a member. Members shall have recourse to such special procedures for the settlement
controversies between the Bank and its members as may be prescribed in this Agreement, in the by-laws and regulations
the Bank, or in contracts entered into with the Bank. 3. Property and assets
the Bank, shall, wheresoever located and by whomsoever held, be immune from all forms
seizure, attachment or execution before the delivery
final judgment against the Bank. 2973 Article 51 Immunity
assets Property and assets
the Bank, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form
taking or foreclosure by executive or legislative action. Article 52 Immunity
archives The archives
the Bank, and, in general, all documents belonging to it, or held by it, shall be inviolable, wherever located. Article 53 Freedom
assets from restrictions To the extent necessary to carry out the purpose and functions
the Bank effectively, and subject to the provisions
this Agreement, all property and assets
the Bank shall be free from restrictions, regulations, controls and moratoria
any nature. Article 54 Privilege for communications
ficial communications
the Bank shall be accorded by each member treatment not less favourable than that it accords to the
ficial communications
any other member. Article 55 Immunities and privileges
Bank personnel All Governors, Directors, alternates,
ficers and employees
the Bank, including experts performing missions for the Bank: (i) shall be immune from legal process with respect to acts performed by them in their
ficial capacity, except when the Bank waives the immunity; (ii) where they are not local citizens or nationals, shall be accorded the same immunities from immigration restrictions, alien registration requirements and national service obligations, and the same facilities as regards exchange regulations, as are accorded by members to the representatives,
ficials and employees
comparable rank
other members; and (iii) shall be granted the same treatment in respect
travelling facilities as is accorded by members to representatives,
ficials and employees
comparable rank
other members. Article 56 Exemption from taxation 1. The Bank, its assets, property, income and its operations and transactions, shall be exempt from all taxation and from all customs duties. The Bank shall also be exempt from any obligation for the payment, witltholding or collection
any tax or duty. 2. No tax shall be levied on or in respect
salaries and emoluments paid by the Bank to Directors, alternates,
ficers or employees
the Bank, including experts performing missions for the Bank, except where a member deposits with its instrument
ratification or acceptance a declaration that such member retains for itself and its political subdivisions the right to tax salaries and emoluments paid by the Bank to citizens or nationals
such member. 3. No tax
any kind shall be levied on any obligation or security issued by the Bank, including any dividend or interest thereon, by whomsoever held: (
any
fice or place
business maintained by the Bank. 4. No tax
any kind shall be levied on any obligation or security guaranteed by the Bank, including any dividend or interest thereon, by whomsoever held: (
any
fice or place
business maintained by the Bank. Article 57 Implementation Each member, in accordance with its juridical system, shall promptly take such action as is necessary to make effective in its own territory the provisions set forth in the Chapter and shall inform the Bank
the action which it has taken on the matter. 2974 Article 58 Waiver
immunities, exemptions and privileges The Bank at its discretion may waive any
the privileges, immunities and exemptions conferred under this Chapter in any case or instance, in such manner and upon such conditions as it may determine to be appropriate in the best interests
the Bank. Chapter IX – Amendments, interpretation, arbitration Article 59 Amendments 1. This Agreement may be amended only by a resolution
the Board
Governors approved by a vote
twothirds
the total number
Governors, representing not less than three-fourths
the total voting power
the members. 2. Notwithstanding the provisions
paragraph 1
this Article, the unanimous agreement
the Board
Governors shall be required for the approval
any amendment modifying: (
; and (iii) the rights pertaining to purchase
capital stock provided in paragraph 2
Any proposal to amend this Agreement, whether emanating from a member or the Board
Directors, shall be communicated to the Chairman
the Board
Governors, who shall bring the proposal before the Board
Governors. When an amendment has been adopted, the Bank shall so certify in an
ficial communication addressed to all members. Amendments shall enter into force for all members three
the
ficial communication unless the Board
Governors specifies therein a different period. Article 60 Interpretation or application 1. Any question
interpretation or application
the provisions
this Agreement arising between any member and the Bank, or between two or more members
the Bank, shall be submitted to the Board
Directors for decision. If there is no Director
its nationality on that Board, a member particularly affected by the question under consideration shall be entitled to direct representation in the Board
Directors during such consideration; the representative
such member shall, however, have no vote. Such right
representation shall be regulated by the Board
Governors. 2. In any case where the Board
Directors has given a decision under paragraph 1
this Article, any member may require that the question be referred to the Board
Governors, whose decision shall be final. Pending the decision
the Board
Governors, the Bank may, so far as it deems necessary, act on the basis
the decision
the Board
Directors. Article 61 Arbitration If a disagreement should arise between the Bank and a country which has ceased to be a member, or between the Bank and any member, after adoption
a resolution to terminate the operations
the Bank, such disagreement shall be submitted to arbitration by a tribunal
three arbitrators. One
the arbitrators shall be appointed by the Bank, another by the country concerned, and the third, unless the parties otherwise agree, by the President
the International Court
Justice or such other authority as may have been prescribed by regulations adopted by the Board
Governors. A majority vote
the arbitrators shall be sufficient to reach a decision which shall be final and binding upon the parties. The third arbitrator shall be empowered to settle all questions
procedure in any case where the parties are in disagreement with respect thereto. Article 62 Approval deemed given Whenever the approval
any member is required before any act may be done by the Bank, approval shall be deemed to have been given unless the member presents an objection within such reasonable period as the Bank may fix in notifying the member
the proposed act. Chapter X – Final provisions Article 63 Signature and deposit 1. The original
this Agreement in a single copy in the English language shall remain open for signature at the United Nations Economic Commission for Asia and the Far East, in Bangkok, until 31 January 1966 by Governments
countries listed in Annex A to this Agreement. This document shall thereafter be deposited with the SecretaryGeneral
the United Nations (hereinafter called the „Depository“). 2975 2. The Depository shall send certified copies
this Agreement to all the Signatories and other countries which become members
the Bank. Article 64 Ratification or acceptance 1. This Agreement shall be subject to ratification or acceptance by the Signatories. Instruments
ratification or acceptance shall be deposited with the Depository not later than 30 September 1966. The Depository shall duly notify the other Signatories
each deposit and the date thereof. 2. A Signatory whose instrument
ratification or acceptance is deposited before the date on which this Agreement enters into force, shall become a member
the Bank, on that date. Any other Signatory which complies with the provisions
the preceding paragraph, shall become a member
the Bank on the date on which its instrument
ratification or acceptance is deposited. Article 65 Entry into force This Agreement shall enter into force when instruments
ratification or acceptance have been deposited by at least fifteen
the authorized capital stock
the Bank. Article 66 Commencement
operations 1. As soon as this Agreement enters into force, each member shall appoint a Governor, and the Executive Secretary
the United Nations Economic Commission for Asia and the Far East shall call the inaugural meeting
the Board
Governors. 2. At its inaugural meeting, the Board
Governors: (i) shall make arrangements for the election
Directors
the Bank in accordance with paragraph 1
this Agreement; and (ii) shall make arrangements for the determination
the date on which the Bank shall commence its operations. 3. The Bank shall notify its members
the date
the commencement
its operations. DONE at the City
Manila, Philippines, on 4 December 1965, in a single copy in the English language which shall be brought to the United Nations Economic Commission for Asia and the Far East, Bangkok, and thereafter deposited with the Secretary-General
the United Nations, New York, in accordance with Article 63
this Agreement. * 2976 ANNEX A Initial subscriptions to the authorized capital stock for countries which may become members in accordance with Article 64 Part A. Regional countries I Country Amount
subscription (in million US dollars)
16.00
30.00
Viet Nam 7.00
this Agreement in accordance with Article 63, provided that at the time
signing, they shall respectively subscribe to the capital stock
the Bank in the following amounts: Country Amount
subscription Country Amount
subscription (in million US dollars)
subscription (in million US dollars)
30.00
the Preparatory Committee on the Asian Development Bank in Bangkok from 21 October to 1 November 1965 and which there indicated interest in membership in the Bank, may become Signatories
this Agreement in accordance with Article 63, provided that at the time
signing, each such country shall subscribe to the capital stock
the Bank in an amount which shall not be less than five million dollars ($5,000,000):
the non-regional countries listed in Part B(I)
this Annex may increase the amount
its subscription by so informing the Executive Secretary
the United Nations Economic Commission for Asia and the Far East in Bangkok, provided, however, that the total amount
the initial subscriptions
the nonregional countries listed in Part B(I) and (II)
this Annex shall not exceed the amount
three hundred and fifty million dollars ($350,000,000). With (i) increases
$4,000,000, $10,000,000 and $20.000,000, respectively, in the subscriptions
the Federal Republic
Germany (currently Germany), Italy and the United Kingdom authorized under Part B III
Annex A, (ii) increases in the subscriptions
Afghanistan, Cambodia, Republic
Viet Nam (currently Socialist Republic
Viet Nam) and Singapore authorized by Resolution No. 4
the Board
Governors, (iii) admission to membership
Indonesia, Switzerland, Hong Kong, France, Fiji, Papua New Guinea, Tonga, Bangladesh, Solomon Islands, Burma (currently the Union
Myanmar), Kiribati, Cook Islands, Maldives, Vanuatu, Bhutan, Spain, the People’s Republic
China, Marshall Islands, Federated States
Micronesia, Turkey, Mongolian People’s Republic (currently Mongolia), Republic
Nauru, Tuvalu, Kazakhstan and Kyrgyz Republic, authorized by Resolution Nos. 4, 11, 23, 31, 32, 38, 48, 54, 57, 63, 74, 95, 113, 138, 148, 168, 176, 201, 202, 205, 206, 212, 219, 224 and 225, respectively,
the Board
Governors, (iv) additional subscriptions
members under Resolution Nos. 46, 104; and 158
the Board
Governors, and (v) increase in the subscriptions
Canada, Finland, France, the Federal Republic
Germany (currently Germany), Indonesia, Italy, Japan, Republic
Korea, Malaysia, Netherlands, Sweden, Switzerland, United States and Western Samoa authorized by Resolution Nos. 55, 79, 80, 89, 99, 100, 112, 114, 174, 193, 194 and 195
the Board
Governors, the following is the list
subscriptions: 2978 Subscriptions to the authorized capital stock
the Asian Development Bank As
31 December 19941 Amount
Subscription (in million) Expressed in terms
the US dollar
the weight and fineness in effect on 31 January 1966 i.e. 0.888671 gram
fine gold Expressed in terms
the SDR at the value in current United States dollars
$1.45985 per SDR Part A. Regional countries Afghanistan, Republic
Australia Bangladesh Bhutan Cambodia China, People’s Republic
Cook Islands Fiji Hong Kong India Indonesia Japan Kazakhstan Kiribati Korea, Republic
Kyrgyz Republic Lao People’s Democratic Republic Malaysia Maldives Marshall Islands Micronesia, Federated States
Mongolia Myanmar Nauru, Republic
Nepal New Zealand Pakistan Papua New Guinea Philippines Singapore Solomon Islands Sri Lanka, Democratic Socialist Republic
Taipei, China Thailand Tonga Tuvalu Vanuatu Viet Nam, Socialist Republic
Western Samoa Total 1 At exchange rate adopted as
31 December 1994 $ 11.95 1,023.70 361.28 1.10 8.75 1,140.00 0.47 12.03 96.35 1,120.05 963.50 5,522.10 142.68 0.71 891.23 52.91 2.46 481.75 0.71 0.47 0.71 2.66 96.35 0.71 26.01 271.70 770.80 16.60 421.52 60.20 1.18 $ 17.44 1,494.45 527.41 1.61 12.77 1,664.23 0.69 17.56 140.66 1,635.10 1,406.57 8,061.44 208.29 1.04 1,301.06 77.24 3.59 703.28 1.04 0.69 1.04 3.88 140.66 1.04 37.97 396.64 1,125.25 24.23 615.36 87.88 1.72 102.60 192.70 481.74 0.71 0.25 1.18 60.38 0.58 149.78 281.31 703.27 1.04 0.36 1.72 88.15 0.85 14,342.78 20,938.31 2979 Expressed in terms
the US dollar
the weight and fineness in effect on 31 January 1966 i.e. 0.888671 gram
fine gold Expressed in terms
the SDR at the value in current United States dollars
$1.45985 per SDR Austria Belgium Canada Denmark Finland France Germany Italy Netherlands Norway Spain Sweden Switzerland Turkey United Kingdom United States 60.20 60.20 925.43 60.20 60.20 411.78 765.34 319.75 181.47 60.20 60.20 60.20 103.25 60.20 361.31 2,781.05 87.88 87.88 1,350.99 87.88 87.88 601.14 1,117.29 466.79 264.92 87.88 87.88 87.88 150.73 87.88 527.46 4,030.72 Total 6,310.98 9,213.08 $ 20,653.76 $ 30,151.39 Part B. Non-regional countries Grand Total * ANNEX B Election
Directors Section A. – Election
Directors by Governors representing regional members 1. Each Governor representing a regional member shall cast all votes
the member he represents for a single person. 2. The seven
votes shall be Directors, except that no person who received less than ten
the total voting power
regional members shall be considered as elected. 3. If seven
votes in the preceding ballot shall be ineligible and in which votes shall be cast only by: (
this Section, to have raised the votes cast for that person above eleven
the total voting power
regional members. 4. (a) In determining whether the votes-cast by a Governor shall be deemed to have raised the total number
votes for any person above eleven
the Governor casting the highest number
votes for that person, and then, in diminishing order, the votes
each Governor casting the next highest number until eleven
whose votes must be counted in order to raise the votes cast for any person above ten
votes cast for that person thereby exceeds eleven
paragraph
this Section – by a simple majority
the remaining votes
regional members. All such remaining votes shall be deemed to have counted towards the election
the seventh Director. 6. In case
an increase in the number
Directors to be elected b, Governors representing regional members, the minimum and maximum percentages specified in paragraphs
Section A
this Annex shall be correspondingly adjusted by the Board
Governors. 2980 Section B. – Election
Directors by Governors representing non-regional members 1. Each Governor representing a non-regional member shall cast all votes
the member he represents for a single person. 2. The three
votes shall be Directors, except that no person who receives less than twenty-five
the total voting power
non-regional members shall be considered as elected. 3. If three
votes in the preceding ballot shall be ineligible and in which votes shall be cast only by: (
this Section, to have raised the votes cast for that person above twenty-six
the total voting power
non-regional members. 4. (a) In determining whether the votes cast by a Governor shall be deemed to have raised the total number
votes for any person above twenty-six
the Governor casting the highest number
votes for that person, and then, in diminishing order, the votes
each Governor casting the next highest number until twenty-six
whose votes must be counted in order to raise the votes cast for any person above twenty-five
votes cast for that person thereby exceeds twenty-six
three hundred forty-five million dollars ($345,000,000) and notwithstanding the provisions
paragraph
this Section – by a simple majority
the remaining votes. All such remaining votes shall be deemed to have counted towards the election
the third Director. 6. In case
an increase in the number
Directors to be elected by Governors representing non-regional members, the minimum and maximum percentages specified in paragraphs
Section B
this Annex shall be correspondingly adjusted by the Board
Governors. At its Second Annual Meeting the Board
Governors reviewed the size and composition
the Board
Directors in conformity with the provisions
Section (A)
Annex B shall be adjusted at that meeting to 8% and 10% respectively (Resolution No. 27
the Board
Governors). At its Second Annual Meeting the Board
Governors reviewed the size and composition
the Board
Directors in conformity with the provisions
Section (B)
Annex B shall be adjusted at that meeting to 16% and 19% respectively (Resolution No. 27
the Board
Governors). Subsequently, the Board
Governors amended the minimum percentage from 16% to 17% (Resolution No. 37). Editeur: Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg Imprimeur: Imprimerie de la Cour Victor Buck, s. à r. l. Leudelange
Explication IA à partir du texte officiel de la loi. Indicatif, ne remplace pas un conseil juridique.