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6. Directors and Alternate Directors shall serve without remuneration from the Bank, unless the Board of

Governors shall decide otherwise, but the Bank may pay them reasonable expenses incurred in attending

meetings.

Article 26 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) establish the policies of the Bank, and, by a majority representing not less than three-fourths of the total

voting power of the members, take decisions on major operational and financial policies and on delegation of

authority to the President under Bank policies;

(iii) take decisions concerning operations of the Bank under paragraph 2 of Article 11, and, by a majority

representing not less than three-fourths of the total voting power of the members, decide on the delegation of

such authority to the President;

(iv) supervise the management and the operation of the Bank on a regular basis, and establish an oversight

mechanism for that purpose, in line with principles of transparency, openness, independence and accountability;

(v) approve the strategy, annual plan and budget of the Bank;

(vi) appoint such committees as deemed advisable; and

(vii) submit the audited accounts for each financial year for approval of the Board of Governors.

Article 27 Board of Directors: Procedure

1. The Board of Directors shall meet as often as the business of the Bank may require, periodically

throughout the year. The Board of Directors shall function on a non-resident basis except as otherwise decided

by the Board of Governors by a Super Majority vote as provided in Article 28. Meetings may be called by the

Chairman or whenever requested by three (3)Directors.

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.

3. 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.

4. The Board of Directors shall establish procedures whereby the Board can hold an electronic meeting or

vote on a matter without holding a meeting.

Article 28 Voting

1. The total voting power of each member shall consist of the sum of its basic votes, share votes and, in the

case of a Founding Member, its Founding Member votes.

(i) The basic votes of each member shall be the number of votes that results from the equal distribution

among all the members of twelve (12) per cent of the aggregate sum of the basic votes, share votes and Founding

Member votes of all the members.

(ii) The number of the share votes of each member shall be equal to the number of shares of the capital

stock of the Bank held by that member.

(iii) Each Founding Member shall be allocated six hundred (600) Founding Member votes.

In the event a member fails to pay any part of the amount due in respect of its obligations in relation to paid-

in shares under Article 6, the number of share votes to be exercised by the member shall, as long as such failure

continues, be reduced proportionately, by the percentage which the amount due and unpaid represents of the

total par value of paid-in shares subscribed to by that member.

2. In voting in the Board of Governors, each Governor shall be entitled to cast the votes of the member he

represents.