11957E/PRO/BEI/11

++++

Article 11

1 . The Board of Directors shall have sole power to take decisions in respect of granting loans and guarantees and raising loans ; it shall fix the interest rates on loans granted and the commission on guaranties ; it shall see that the Bank is properly run ; it shall ensure that the Bank is managed in accordance with the provisions of this Treaty and of this Statute and with the general directives laid down by the Board of Governors .

At the end of the financial year the Board of Directors shall submit a report to the Board of Governors and shall publish it when approved .

2 . The Board of Directors shall consist of 18 directors and 10 alternates . (**)

The directors shall be appointed by the Board of Governors for five years as shown below :

3 directors nominated by the Federal Republic of Germany ;

3 directors nominated by the French Republic ;

3 directors nominated by the Italian Republic ;

3 directors nominated by the United Kingdom of Great Britain and Northern Ireland ;

1 director nominated by the Kingdom of Belgium ;

1 director nominated by the Kingdom of Denmark ;

1 director nominated by Ireland ;

1 director nominated by the Grand Duchy of Luxembourg ;

1 director nominated by the Kingdom of the Netherlands ;

1 director nominated by the Commission . (*)

The alternates shall be appointed by the Board of Governors for five years as shown below :

2 alternates nominated by the Federal Republic of Germany ;

2 alternates nominated by the French Republic ;

2 alternates nominated by the Italian Republic ;

2 alternates nominated by the United Kingdom of Great Britain and Northern Ireland ;

1 alternate nominated by common accord of the Benelux countries ;

1 alternate nominated by the Commission . (*)

The appointments of the directors and the alternates shall be renewable . (*)

Alternates may take part in the meetings of the Board of Directors . Alternates nominated by a State , or by common accord of several States , or by the Commission , may replace directors nominated by that State , by one of those States or by the Commission respectively . Alternates shall have no right of vote except where they replace one director or more than one director or where they have been delegated for this purpose in accordance with Article 12 ( 1 ) . (*)

The President of the Management Committee or , in his absence , one of the Vice-Presidents , shall preside over meetings of the Board of Directors but shall not vote .

Members of the Board of Directors shall be chosen from persons whose independence and competence are beyond doubt ; they shall be responsible only to the Bank .

3 . A director may be compulsorily retired by the Board of Governors only if he no longer fulfils the conditions required for the performance of his duties ; the Board must act by a qualified majority .

If the annual report is not approved , the Board of Directors shall resign .

4 . Any vacancy arising as a result of death , voluntary resignation , compulsory retirement or collective resignation shall be filled in accordance with paragraph 2 . A member shall be replaced for the remainder of his term of office , save where the entire Board of Directors is being replaced .

5 . The Board of Governors shall determine the remuneration of members of the Board of Directors . The Board of Governors shall , acting unanimously , lay down what activities are incompatible with the duties of a director or an alternate .

(**) First , second , third , fourth and fifth subparagraphs of paragraph 2 as amended by Article 6 of Protocol No 1 annexed to the Act of Accession , modified by Article 37 of the Adaptation Decision .

(*) See second note on p . 468 .