CHAPTER V
RECOMMENDED AMENDMENTS TO THE AGREEMENT ESTABLISHING THE BANK AND CERTAIN
OTHER BASIC BANK DOCUMENTS
5.1 During the discussions held by the Committee of the Board of Governors
in connection with an increase in the authorized capital stock and in the
resources of the Fund for Special Operations, there was a consensus to:
(i) alter the current voting powers of member countries, (ii) permit the
nonregional countries to elect not less than three directors to the Board
of Executive Directors and provide an additional chair for the regional
developing members and (iii) implement certain new voting majorities to
complement these changes. There is attached a proposed resolution, Annex
D, that implements these changes. The proposed resolution includes the amendments
to the Agreement Establishing the Bank (the "Agreement") and certain
other basic documents of the Bank that require the approval of the Board
of Governors. These basic documents include the Regulations of the Board
of Governors and the General Rules Governing Admission of Nonregional Countries
to Membership in the Bank ("General Rules"). Complementary amendments
to the Regulations for the Election of the Executive Directors will also
need to be approved by the Board of Governors, and a proposed resolution
for such amendments shall be distributed at a later stage.
5.2 Specifically, it is proposed that the voting percentages embodied in
Article VIII, Section 4(b) of the Agreement and Section 7(b) of the General
Rules be amended so that in the future, the voting power of the regional
developing member countries could not be reduced below 50.005 percent of
the total voting power, that of the member having the largest number of
shares could not be reduced below 30 percent of the total voting power and
that of Canada could not be reduced below 4 percent of the total voting
power. This new structure reflects an increase in the maximum voting power
corresponding to the nonregional member countries from the current 8 percent
to 15.973 percent of total voting power. These changes in the voting powers
of the respective member countries also include two new seats on the Board
of Executive Directors. One new seat would be reserved for the nonregional
members, and the second would be for the regional developing members. Lastly,
it is further proposed to amend certain of the existing voting majorities
which are required by the Agreement to implement the new voting power of
member countries as indicated above.
5.3 Section 1 of the proposed resolution, Annex D, contains the amendments
to the Agreement that would be required to reflect the changes proposed
above. Section 2 of the proposed resolution contains the proposed amendment
of Section 1 of the Regulations of the Board of Governors to reflect the
new percentage of total voting power that is required for a quorum for any
meeting of the Board of Governors. Section 3 of the proposed resolution
provides for the amendment of Sections 7, 8 and 9 of the General Rules to
reflect the new number of Executive Directors that would be elected by the
regional developing and nonregional member countries.
5.4 As more fully discussed in the "Statement of Management in Connection
with the Eighth General Increase in the Resources of the Bank" submitted
to the Board of Executive Directors at its meeting of July 15, 1994, and
incorporated into the Minutes of said meeting, if the proposed resolution,
Annex D, and its provisions have not become effective by December 31, 1995,
the Board of Governors shall, at its Annual Meeting in 1996, decide upon
the appropriate measures to fully implement the agreement reached in this
replenishment, on the basis of recommendations of the Committee of the Board
of Governors.
