9 DE SETEMBRO DE 1983

779

3—The Bank may waive the provisions of this article where a uniform proportionate change in the par value of the currencies of all its members takes place.

CHAPTER V Organization and management

Article 29 Board of Governors: powers

1 — All the powers of the Bank shall be vested in the Board of Governors. In particular, the Board shall issue general directives concerning the credit policy of the Bank.

2 — The Board of Governors may delegate to the Board of Directors all its powers except the power to:

a) Decrease the authorized capital stock of the

Bank;

b) Establish or accept the administration of Spe-

cial Funds;

c) Authorize the conclusion of general arrange-

ments for co-operation with the authorities of African countries which have not yet attained independent status or of general agreements with other Governments and Governments which have not yet acquired membership of the Bank, as well as of such agreements with other governments and with other international organizations;

d) Determine, on the recommendation of the

Board of Directors, the remuneration and conditions of service of the President of the Bank;

e) Determine the remuneration of directors and

their alteranles; /) Select outside auditors to certify the General Balance Sheet and the Statement of Profit and Loss of the Bank and to select such other experts as may be necessary to examine and report on the general management of the Bank;

g) Approve, after reviewing the report of the

auditors, the General Balance Sheet and Statement of Profit and Loss of the Bank: and

h) Exercise such other powers as are expressly

provided for that Board in this Agreement.

3 — The Board of Governors shall retains full powers to exercise authority over any matter delegated to the Board of Directors pursuant to paragraph 2 of this article.

Article 30 Board of Governors: composition

1 — Each member shall be represented on the Board of Governors and shall appoint one governor and one alternate governor. They shall be persons of the highest competence and wide experience in economic financial matters and shall be nationals of the member States. Each governor and alternate shall serve

for five years, subject to termination of appointment at any time, or to reappointment, at the pleasure of the appointing member. No alternate may vote except in the absence of this principal. At its annual meeting, the Board shall designate one of the governors as Chairman who shall hold office until the election of the Chairman at the next annual meeting of 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 31 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 members of the Bank or by members having one-quarter of the total voting power of the members. All meetings of the Board of Governors shall be held in regional member countries.

2 — A quorum for any meeting of the Board of Governors shall be a majority of the total number of governors or their alternates, representing not less than two-thirds of the total voting power of the members. Such quorum shall include a majority of the governors or their alternates of regional members and at least two governors or their alternates of non-regio: nal members. If the Board of Governors is unable to achieve the sub-quorum requirement respecting the presence of non-regional governors or their alternates within two days of the date set for the meeting, the said sub-quorum requirement may be waived.

3 — The Board of Governors may by regulation establish a procedure whereby the Board of Directors may, when it deems such action advisable, obtain a vote of the governors on a specific question without calling a meeting of the Board.

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

Article 32

Board of Directors: powers

Without prejudice to the powers of the Board of Governors, as provided in article 29 of this Agreement, the Board of Directors shall be responsible for the conduct of the general operations of the Bank and for this purpose shall, in addition to the powers provided for it expressly in this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:

a) On recommendation of the President of the

Bank, appoint one or more Vice-Presidents of the Bank and determine their terms of service;

b) Prepare the work of the Board of Governors;

c) In conformity with the general directives of

the Board of Governors, take decisions con-