1340-(220)

II SÉRIE-A — NÚMERO 69

Article 4 Structure

The Enterprise shall have a Governing Board, a Director-General and the staff necessary for the exercise of its functions.

Article 5 Governing Board

1 — The Governing Board shall be composed of 15 members elected by the Assembly in accordance with article 160, paragraph 2, c). In the election of the members of the Board, due regard shall be paid to the principle of equitable geographical distribution. In submitting nominations of candidates for election to the Board, members of the Authority shall bear in mind the need to nominate candidates of the highest standard of competence, with qualifications in relevant fields, so as to ensure the viability and success of the Enterprise.

2 — Members of the Board shall be elected for four years and may be reelected; and due regard shall, be paid to the principle of rotation of membership.

3 — Members of the Board shall continue in office until their successors are elected. If the office of a member of the Board becomes vacant, the Assembly shall, in accordance with article 160, paragraph 2, c), elect a new member for the remainder of his predecessor's term.

4 — Members of the Board shall act in their personal capacity. In the performance of their duties they shall not seek or receive instructions from any government or from any other source. Each member of the Authority shall respect the independent character of the members of the Board and shall refrain from all attempts to influence any of them in the discharge of their duties.

5 — Each member of the Board shall receive remuneration to be paid out of the funds of the Enterprise. The amount of remuneration shall be fixed by the Assembly, upon the recommendation of the Council.

6 — The Board shall normally function at the principal office of the Enterprise and shall meet as often as the business of the Enterprise may require.

7 — Two thirds of the members of the Board shall constitute a quorum.

8 — Each member of the Board shall have one vote. All matters before the Board shall be decided by a majority of its members. If a member has a conflict of interest on a matter before the Board he shall refrain from voting on that matter.

9 — Any member of the Authority may ask the Board for information in respect of its operations which particularly affect that member. The Board shall endeavour to provide such information.

Article 6

Powers and function of the Governing Board

The Governing Board shall direct the operations of the Enterprise. Subject to this Convention, the Governing Board shall exercise the powers necessary to fulfil the purposes of the Enterprise, including powers:

a) To elect a Chairman from among its members;

b) To adopt its rules of procedure;

c) To draw up and submit formal written plans of work ot the Council in accordance with article 153, paragraph 3, and article 162, paragraph 2,7);

d) To develop plans oí work and programmes for carrying out the activities specified in article 170;

e) To prepare and submit to the Council applications for production authorizations in accordance with article 151, paragraphs 2 to 7;

f) To authorize negotiations concerning the acquisition of technology, including those provided for in annex hi, article 5, paragraph 3, a), c) and d), and to approve the results of those negotiations;

. g) To establish terms and conditions, and to authorize negotiations, concerning joint ventures and other forms of joint arrangements referred to in annex in, articles 9 and 11, and to approve the results of such negotiations;

h) To recommend to the Assembly what portion of the net income of the Enterprise should be retained as its reserves in accordance with article 160, paragraph 2,f), and article 10 of this annex;

i) To approve the annual budget of the Enterprise;

j) To authorize the procurement of goods and services in accordance with article 12,.paragraph 3, of this annex;

k) To submit an annual report to the Council in accordance with article 9 of this annex;

/) To submit to the Council for the approval of the Assembly draft rules in respect of the organization, management, appointment and dismissal of the staff of the Enterprise and to adopt regulations to give effect to such rules;

m) To borrow funds and to furnish such collateral or other security as it may determine in accordance with article 11, paragraph 2, of this annex;

n) To enter into any legal proceedings, agreements and transactions and to take any other actions in accordance with article 13 of this annex;

o) To delegate, subject to the approval of the Council, any non-discretionary powers to the Director-General and to its committees.

Article 7

Director-General and staff of the Enterprise

1—The Assembly shall, upon the recommendation of the Council and the nomination of the Governing Board, elect the Director-General of the Enterprise who shall not be a member of the Board. The Director-General shall hold office for a fixed term, not exceeding five years, and may be re-elected for further terms.

2 — The Director-General shall be the legal representative and chief executive of the Enterprise and shall be directly responsible to the Board for the conduct of the operations of the Enterprise. He shall be responsible for the organization, management, appointment and dismissal of the staff of the Enterprise in accordance with the rules and regulations referred to in article 6, subparagraph /), of this annex. He shall participate, without the right to vote, in the meetings of the Board and may participate, without the right to vote, in the meetings of the Assembly and the Council when these organs are dealing with matters concerning the Enterprise.

3 — The paramount consideration in the recruitment and employment of the staff and in the determination of their conditions of service shall be necessity of securing the highest standards of efficiency and of technical competence. Subject to this consideration, due regard shall be paid to the importance of recruiting the staff on an equitable geographical basis.