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2. The distribution referred to in the preceding paragraph shall be made in proportion to the number of shares

held by each member, and payments shall be made in such manner and in such currency as the Board of

Governors shall determine.

Article 19 Currencies

1. Members shall not impose any restrictions on currencies, including the receipt, holding, use or transfer by

the Bank or by any recipient from the Bank, for payments in any country.

2. Whenever it shall become necessary under this Agreement to value any currency in terms of another or

determine whether any currency is convertible, such valuation or determination shall be made by the Bank.

Article 20 Methods of Meeting Liabilities of the Bank

1. In the Bank’s ordinary operations, in cases of arrears or default on loans made, participated in, or

guaranteed by the Bank, and in cases of losses on equity investment or other types of financing under sub-

paragraph 2 (vi) of Article 11, the Bank shall take such action as it deems appropriate. The Bank shall maintain

appropriate provisions against possible losses.

2. Losses arising in the Bank’s ordinary operations shall be charged:

(i) first, to the provisions referred to in paragraph 1 above;

(ii) second, to net income;

(iii) third, against reserves and retained earnings;

(iv) fourth, against unimpaired paid-in capital; and

(v) last, against an appropriate amount of the uncalled subscribed callable capital which shall be called in

accordance with the provisions of paragraph 3 of Article 6.

CHAPTER V

GOVERNANCE

Article 21 Structure

The Bank shall have a Board of Governors, a Board of Directors, a President, one or more Vice-Presidents,

and such other officers and staff as may be considered necessary.

Article 22 Board of Governors: Composition

1. Each member shall be represented on the Board of Governors and shall appoint one Governor and one

Alternate Governor. Each Governor and Alternate Governor shall serve at the pleasure of the appointing member.

No Alternate Governor may vote except in the absence of his principal.

2. At each of its annual meetings, the Board shall elect one of the Governors as Chairman who shall hold

office until the election of the next Chairman.

3. Governors and Alternate Governors shall serve as such without remuneration from the Bank, but the Bank

may pay them reasonable expenses incurred in attending meetings.

Article 23 Board of Governors: Powers

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

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

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

(ii) increase or decrease the authorized capital stock of the Bank;

(iii) suspend a member;

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

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

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

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

conditions of service;

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

loss of the Bank;