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ARTICLE IV  - Organization and Management


(as amended through June 27, 2012)

 


Organization and Management

Section 1.       Structure of the Corporation

      The Corporation shall have a Board of Governors, a Board of Directors, a Chairman of the Board of Directors, a President and such other officers and staff to perform such duties as the Corporation may determine.

 

Section 2.       Board of Governors

 

(a)  All the powers of the Corporation shall be vested in the Board of Governors.

 

(b)  Each Governor and Alternate Governor of the Bank appointed by a member of the Bank which is also a member of the Corporation shall ex officio be a Governor or Alternate Governor, respectively, of the Corporation. No Alternate Governor may vote except in the absence of his principal. The Board of Governors shall select one of the Governors as Chairman of the Board of Governors. Any Governor or Alternate Governor shall cease to hold office if the member by which he was appointed shall cease to be a member of the Corporation.

 

(c)  The Board of Governors may delegate to the Board of Directors authority to exercise any of its powers, except the power to:

 

(i)      admit new members and determine the conditions of their admission;

 

(ii)     increase or decrease the capital stock;

 

(iii)    suspend a member;

 

(iv)    decide appeals from interpretations of this Agreement given by the Board of Directors;

 

(v)     make arrangements to cooperate with other international organizations (other than informal arrangements of a temporary and administrative character);

 

(vi)    decide to suspend permanently the operations of the Corporation and to distribute its assets;

 

(vii)   declare dividends;

 

(viii)  amend this Agreement.

 

(d)  The Board of Governors shall hold an annual meeting and such other meetings as may be provided for by the Board of Governors or called by the Board of Directors.

 

(e)  The annual meeting of the Board of Governors shall be held in conjunction with the annual meeting of the Board of Governors of the Bank.

 

(f)  A quorum for any meeting of the Board of Governors shall be a majority of the Governors, exercising not less than two-thirds of the total voting power.

 

(g)  The Corporation may by regulation establish a procedure whereby the Board of Directors may obtain a vote of the Governors on a specific question without calling a meeting of the Board of Governors.

 

(h)  The Board of Governors, and the Board of Directors to the extent authorized, may adopt such rules and regulations as may be necessary or appropriate to conduct the business of the Corporation.

 

(i)   Governors and Alternate Governors shall serve as such without compensation from the Corporation.

 

Section 3.       Voting

  1.  The voting power of each member shall be equal to the sum of its basic votes and share votes.
     

    (i) The basic votes of each member shall be the number of votes that results from the equal distribution among all members of 5.55 percent of the aggregate sum of the voting power of all members, provided that there shall be no fractional basic votes.

    (ii) The share votes of each member shall be the number of votes that results from the allocation of one vote for each share of stock held.[6]


  2. Except as otherwise expressly provided, all matters before the Corporation shall be decided by a majority of the votes cast.

[6] Amended June 27, 2012. Original text:Each member shall have two hundred fifty votes plus one additional vote for each share of stock held.

 

Section 4.       Board of Directors

 

(a)  The Board of Directors shall be responsible for the conduct of the general operations of the Corporation, and for this purpose shall exercise all the powers given to it by this Agreement or delegated to it by the Board of Governors.

 

(b)  The Board of Directors of the Corporation shall be composed ex officio of each Executive Director of the Bank who shall have been either (i) appointed by a member of the Bank which is also a member of the Corporation, or (ii) elected in an election in which the votes of at least one member of the Bank which is also a member of the Corporation shall have counted toward his election. The Alternate to each such Executive Director of the Bank shall ex officio be an Alternate Director of the Corporation. Any Director shall cease to hold office if the member by which he was appointed, or if all the members whose votes counted toward his election, shall cease to be members of the Corporation.

 

(c)  Each Director who is an appointed Executive Director of the Bank shall be entitled to cast the number of votes which the member by which he was so appointed is entitled to cast in the Corporation. Each Director who is an elected Executive Director of the Bank shall be entitled to cast the number of votes which the member or members of the Corporation whose votes counted toward his election in the Bank are entitled to cast in the Corporation. All the votes which a Director is entitled to cast shall be cast as a unit.

 

(d)  An Alternate Director shall have full power to act in the absence of the Director who shall have appointed him. When a Director is present, his Alternate may participate in meetings but shall not vote.

 

(e)  A quorum for any meeting of the Board of Directors shall be a majority of the Directors exercising not less than one-half of the total voting power.

 

(f)  The Board of Directors shall meet as often as the business of the Corporation may require.

 

(g)  The Board of Governors shall adopt regulations under which a member of the Corporation not entitled to appoint an Executive Director of the Bank may send a representative to attend any meeting of the Board of Directors of the Corporation when a request made by, or a matter particularly affecting, that member is under consideration.

 

Section 5.       Chairman, President and Staff

(a)  The President of the Bank shall be ex officio Chairman of the Board of Directors of the Corporation, but shall have no vote except a deciding vote in case of an equal division. He may participate in meetings of the Board of Governors but shall not vote at such meetings.

 

(b)  The President of the Corporation shall be appointed by the Board of Directors on the recommendation of the Chairman. The President shall be chief of the operating staff of the Corporation. Under the direction of the Board of Directors and the general supervision of the Chairman, he shall conduct the ordinary business of the Corporation and under their general control shall be responsible for the organization, appointment and dismissal of the officers and staff. The President may participate in meetings of the Board of Directors but shall not vote at such meetings. The President shall cease to hold office by decision of the Board of Directors in which the Chairman concurs.

 

(c)  The President, officers and staff of the Corporation, in the discharge of their offices, owe their duty entirely to the Corporation and to no other authority. Each member of the Corporation 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.

 

(d)  Subject to the paramount importance of securing the highest standards of efficiency and of technical competence, due regard shall be paid, in appointing the officers and staff of the Corporation, to the importance of recruiting personnel on as wide a geographical basis as possible.
 

Section 6.       Relationship to the Bank

(a)  The Corporation shall be an entity separate and distinct from the Bank and the funds of the Corporation shall be kept separate and apart from those of the Bank [7]. The provisions of this Section shall not prevent the Corporation from making arrangements with the Bank regarding facilities, personnel and services and arrangements for reimbursement of administrative expenses paid in the first instance by either organization on behalf of the other.

 

(b)  Nothing in this Agreement shall make the Corporation liable for the acts or obligations of the Bank, or the Bank liable for the acts or obligations of the Corporation.


[7] Amended September 1, 1965. Original Text included the following: “The Corporation shall not lend to or borrow from the Bank.”

 

Section 7.       Relations with other International Organizations

      The Corporation, acting through the Bank, shall enter into formal arrangements with the United Nations and may enter into such arrangements with other public international organizations having specialized responsibilities in related fields.

Section 8.       Location of Offices

      The principal office of the Corporation shall be in the same locality as the principal office of the Bank. The Corporation may establish other offices in the territories of any member.

Section 9.       Depositories

      Each member shall designate its central bank as a depository in which the Corporation may keep holdings of such member's currency or other assets of the Corporation or, if it has no central bank, it shall designate for such purpose such other institution as may be acceptable to the Corporation.

Section 10.     Channel of Communication

      Each member shall designate an appropriate authority with which the Corporation may communicate in connection with any matter arising under this Agreement.

Section 11.     Publication of Reports and Provision of Information

(a)  The Corporation shall publish an annual report containing an audited statement of its accounts and shall circulate to members at appropriate intervals a summary statement of its financial position and a profit and loss statement showing the results of its operations.

 

(b)  The Corporation may publish such other reports as it deems desirable to carry out its purposes.

 

(c)  Copies of all reports, statements and publications made under this Section shall be distributed to members.

 

Section 12.     Dividends

(a)  The Board of Governors may determine from time to time what part of the Corporation’s net income and surplus, after making appropriate provision for reserves, shall be distributed as dividends.

 

(b)  Dividends shall be distributed pro rata in proportion to capital stock held by members.

 

(c)  Dividends shall be paid in such manner and in such currency or currencies as the Corporation shall determine.

 

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