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Articles 26

Organization And Management

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by Asian Development Bank
6 min read 1225 words
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Article 26: STRUCTURE

The Bank shall have

  • a Board of Governors
  • a Board of Directors
  • a President
  • one or more Vice-Presidents
  • other officers and staff

Article 27: BOARD OF GOVERNORS= COMPOSITION

  1. 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 principal. At its annual meeting, the Board shall designate one of the Governors as Chairman who shall hold office until the election of the next Chairman and the next annual meeting of the Board.

  1. 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 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) 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 their alternates and the salary and other terms of the contract of service of the President
  • viii) approve, after reviewing the auditor’s report, the general balance sheet and the statement of profit and loss of the Bank;
  • ix) determine the reserves and the distribution of the net profits of the Bank;
  • x) 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.

  1. The Board of Governors shall retain full power to exercise authority over any matter delegated to the Board of Directors under paragraph 2 of this Article.

  2. For the purposes of this Agreement, the Board of Governors may, by a vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members, from time to time determine which countries or members of the Bank are to be regarded as developed or developing countries or members, taking into account appropriate economic considerations.

Article 29 BOARD OF GOVERNORS= PROCEDURE

  1. 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 five (5) members of the Bank.

  2. A majority of the Governors shall constitute a quorum for any meeting of the Board of Governors, provided such majority represents not less than 2/3 of the total voting power of the members.

  3. 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.

  4. The Board of Governors, and the Board of Directors to the extent authorized, may establish such subsidiary bodies as may be necessary or appropriate to conduct the business of the Bank.

Article 30 BOARD OF DIRECTORS= COMPOSITION

  1. The Board of Directors shall be composed of ten (10) members who shall not be members of the Board of Governors, and of whom=
  • a) 7 shall be elected by the Governors representing regional members; and
  • b) 3) by the Governors representing non-regional members.Directors shall be persons of high competence in economic and financial matters and shall be elected in accordance with Annex B hereof.

(ii) At the Second Annual Meeting of the Board of Governors after its inaugural meeting, the Board of Governors shall review the size and composition of the Board of Directors, and shall increase the number of Directors as appropriate, paying special regard to the desirability, in the circumstances at that time, of increasing representation in the Board of Directors of smaller less developed member countries. Decisions under this paragraph should be made by a vote of a majority of the total number of Governors, representing not less than two-thirds of the total voting power of the members.

  1. Each Director shall appoint an alternate with full power to act for him when he is not present. Directors and alternates shall be nationals of member countries. No two or more Directors may be of the same nationality nor may any two or more alternates be of the same nationality. An alternate may participate in meetings of the Board but may vote only when he is acting in place of his principal.

  2. Directors shall hold office for 2 years and may be re-elected.

They shall continue in office until their successors shall have been chosen and qualified. If the office of a Director becomes vacant more than 180 days before the end of his term, a successor shall be chosen in accordance with Annex B hereof, 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 term, a successor may similarly be chosen for the remainder of the term, by the Governors who elected the former Director, in which election a 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 31

BOARD OF DIRECTORS= POWERS

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=

  • i) prepare the work of the Board of Governors,
  • ii) in conformity with the general directions of the Board of Governors, take decisions on loans, guarantees, investments in equity capital, borrowing by the Bank, furnishing of technical assistance and other operations of the Bank;
  • iii) submit the 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 32 BOARD OF DIRECTORS= PROCEDURE

  1. 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.2. 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.
  2. 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.
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