Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698943461122.pdf (New Zealand)
International Finance Agreements Amendment Act 2007 Public Act Date of assent 2007 No 87 19 September 2007 Contents Title Commencement Principal Act amended Part 1 Preliminary provisions Long Title repealed New section 1A inserted Purpose 1A Part 2 Membership of Agency Interpretation Membership of the Fund, the Bank, and the Corporation Reserve Bank of New Zealand to be depository Payments under Agreements Issue of securities Application of certain Articles New section 9 inserted 9 New Schedule 7 added Application of certain Articles of Convention Page 2 2 2 2 2 2 3 3 3 3 4 4 4 4 4 1 s 1 International Finance Agreements Amendment Act 2007 2007 No 87 Schedule New Schedule 7 added 4 The Parliament of New Zealand enacts as follows: Title This Act is the International Finance Agreements Amendment Act 2007.
Commencement This Act comes into force on the day after the date on which it receives the Royal assent.

Principal Act amended This Act amends the International Finance Agreements Act 1961.

Part 1 Preliminary provisions Long Title repealed The Long Title is repealed.
New section 1A inserted The following section is inserted after section 1: “1A Purpose “(1) The purpose of this Act, as it was enacted in 1961, is to en­ able the Government of New Zealand to be a member of the International Monetary Fund, the International Bank for Re­ construction and Development, and the International Finance Corporation.
“(2) A further purpose, implemented by the International Finance Agreements Amendment Act 1966, is to enable the Govern­ ment of New Zealand to be a member of the Asian Bank and the International Development Association.
“(3) A further purpose, implemented by the International Finance Agreements Amendment Act 1975, is to enable the Govern­ 2 2007 No 87 International Finance Agreements Amendment Act 2007 Part 2 s 9 ment of New Zealand to fulﬁl its obligations, as a member of the Organisation for Economic Co­operation and Develop­ ment, to the Financial Support Fund of the Organisation for Economic Co­operation and Development.
“(4) A further purpose, implemented by the International Finance Agreements Amendment Act 2007, is to enable the Govern­ ment of New Zealand to be a member of the Multilateral In­ vestment Guarantee Agency.” Part 2 Membership of Agency 6 Interpretation Section 2 is amended by inserting the following deﬁnitions in their appropriate alphabetical order: “Agency means the Multilateral Investment Guarantee Agency es­ tablished under the Convention “Convention means the Convention Establishing the Multilateral In­ vestment Guarantee Agency, the text of which is set out in Schedule 7”.
7 (1) (2) Membership of the Fund, the Bank, and the Corporation Section 3 is amended by omitting the heading and substituting the following heading: “Membership of Fund, Bank, Cor­ poration, and Agency”.
Section 3 is amended by adding the following subsection as subsection (2): “(2) Approval is also given for the New Zealand Government to become a member of the Agency in accordance with the Con­ vention.” 8 9 (1) Reserve Bank of New Zealand to be depository Section 4(1) is amended by omitting “and the Corporation” and substituting “the Corporation, and the Agency”.

Payments under Agreements The heading to section 5 is amended by adding “and Conven­ tion”.
3 Part 2 s 10 International Finance Agreements Amendment Act 2007 2007 No 87 (2) “(d) 10 Section 5 is amended by adding the following paragraph: all payments required to be made from time to time to the Agency under the terms of the Convention.” Issue of securities Section 7 is amended by adding the following subsection as subsection (2): “(2) The Minister is authorised by this subsection to create, and to issue to the Agency, non­negotiable, non­interest­bearing promissory notes or similar obligations, in conformity with Article 7 of the Convention.” 11 12 “9 Application of certain Articles The heading to section 8 is amended by adding “of Agree­ ments”.
New section 9 inserted The following section is inserted after section 8: Application of certain Articles of Convention Articles 44 to 48 and 50 of the Convention (which relate to privileges and immunities) have the force of law in New Zealand.” 13 New Schedule 7 added The Schedule 7 set out in the Schedule of this Act is added.
Schedule New Schedule 7 added Schedule 7 Convention Establishing the Multilateral Investment Guarantee Agency Division and Calls of Subscribed Capital s 13 s 2 PREAMBLE The Contracting States 4 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued Considering the need to strengthen international cooperation for eco­ nomic development and to foster the contribution to such develop­ ment of foreign investment in general and private foreign investment in particular; Recognizing that the ﬂow of foreign investment to developing coun­ tries would be facilitated and further encouraged by alleviating con­ cerns related to non­commercial risks; Desiring to enhance the ﬂow to developing countries of capital and technology for productive purposes under conditions consistent with their development needs, policies and objectives, on the basis of fair and stable standards for the treatment of foreign investment; Convinced that the Multilateral Investment Guarantee Agency can play an important role in the encouragement of foreign investment complementing national and regional investment guarantee pro­ grams and private insurers of non­commercial risk; and Realizing that such Agency should, to the extent possible, meet its obligations without resort to its callable capital and that such an ob­ jective would be served by continued improvement in investment conditions, Have Agreed as follows: I Establishment, Status, Purposes and Deﬁnitions (b) Article 1.
Establishment and Status of the Agency (a) There is hereby established the Multilateral Investment Guar­ antee Agency (hereinafter called the Agency).

The Agency shall possess full juridical personality and, in par­ ticular, the capacity to: contract; (i) acquire and dispose of movable and immovable prop­ (ii) erty; and institute legal proceedings.
(iii) 5 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued I—continued Article 2.
Objective and Purposes The objective of the Agency shall be to encourage the ﬂow of investments for productive purposes among member coun­ tries, and in particular to develop member countries, thus sup­ plementing the activities of the International Bank for Re­ construction and Development (hereinafter referred to as the Bank), the International Finance Corporation and other inter­ national development ﬁnance institutions.
To serve its objective, the Agency shall: (a) issue guarantees, including coinsurance and rein­ surance, against non­commercial risks in respect of investments in a member country which ﬂow from other member countries; carry out appropriate complementary activities to pro­ mote the ﬂow of investments to and among developing member countries; and exercise such other incidental powers as shall be neces­ sary or desirable in the furtherance of its objective.
(b) (c) The Agency shall be guided in all its decisions by the provi­ sions of this Article.

Article 3.

Deﬁnitions For the purposes of this Convention: (a) Member means a State with respect to which this Con­ vention has entered into force in accordance with Art­ icle 61.
(b) Host country or host government means a member, its government, or any public authority of a member in whose territories, as deﬁned in Article 66, an investment which has been guaranteed or reinsured, or is consid­ ered for guarantee or reinsurance, by the Agency is to be located.
A developing member country means a member which is listed as such in Schedule A hereto as this Schedule may be amended from time to time by the (c) 6 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued I—continued Council of Governors referred to in Article 30 (here­ inafter called the Council).
(e) (d) A special majority means an afﬁrmative vote of not less than two­thirds of the total voting power repre­ senting not less than ﬁfty­ﬁve percent of the subscribed shares of the capital stock of the Agency.
A freely usable currency means (i) any currency desig­ nated as such by the International Monetary Fund from time to time and (ii) any other freely available and ef­ fectively usable currency which the Board of Directors referred to in Article 30 (hereinafter called the Board) may designate for the purposes of this Convention after consultation with the International Monetary Fund and with the approval of the country of such currency.

II Membership and Capital Article 4.


Membership (a) Membership in the Agency shall be open to all members of the Bank and to Switzerland.

(b) Original member shall be the States which are listed in Schedule A hereto and become parties to this Conven­ tion on or before October 30, 1987.

Article 5.

Capital (a) The authorized capital stock of the Agency shall be one billion Special Drawing Rights (SDR 1,000,000,000).
The capital stock shall be divided into 100,000 shares having a par value of SDR 10,000 each, which shall be available for subscription by members.

All payment obligations of members with respect to capital stock shall be settled on the basis of the average value of the SDR in terms of United States dollars for the period January 1, 1981 to June 30, 1985, such value being 1.082 United States dollars per SDR.
7 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued II—continued (b) (c) The capital stock shall increase on the admission of a new member to the extent that the then authorized shares are insufﬁcient to provide the shares to be sub­ scribed by such member pursuant to Article 6.

The Council, by special majority, may at any time in­ crease the capital stock of the Agency.

Article 6.
Article 6.

Subscription of Shares Each original member of the Agency shall subscribe at par to the number of shares of capital stock set forth opposite its name in Schedule A hereto.

Each other member shall sub­ scribe to such number of shares of capital stock on such terms and conditions as may be determined by the Council, but in not event at an issue price of less than par.

No member shall subscribe to less that ﬁfty shares.
The Council may prescribe rules by which members may subscribe to additional shares of the authorized capital stock.

Article 7.
Division and Calls of Subscribed Capital The initial subscription of each member shall be paid as fol­ lows: (i) Within ninety days from the date on which this Con­ vention enters into force with respect to such member, ten percent of the price of each share shall be paid in cash as stipulated in Section (a) of Article 8 and an addi­ tional ten percent in the form of non­negotiable, non­in­ terest­bearing promissory notes or similar obligations to be encashed pursuant to a decision of the Board in order to meet the Agency’s obligations.
The remainder shall be subject to call by the Agency when required to meet its obligations.

(ii) Article 8.
(ii) Article 8.

Payment of Subscription of Shares (a) Payments of subscriptions shall be made in freely usable currencies except that payments by developing 8 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued II—continued member countries may be made in their own currencies up to twenty­ﬁve percent of the paid­in cash portion of their subscriptions payable under Article 7 (i).
Calls on any portion of unpaid subscriptions shall be uniform on all shares.

If the amount received by the Agency on a call shall be insufﬁcient to meet the obligations which have necessi­ tated the call, the Agency may make further successive calls on unpaid subscriptions until the aggregate amount received by it shall be sufﬁcient to meet such obliga­ tions.

Liability on shares shall be limited to the unpaid portion of the issue price.

(b) (c) (d) Article 9.


Valuation of Currencies Whenever it shall be necessary for the purposes of this Con­ vention to determine the value of one currency in terms of another, such value shall be as reasonably determined by the Agency, after consultation with the International Monetary Fund.

Article 10.
Refunds (a) The Agency shall, as soon as practicable, return to members amounts paid on calls on subscribed capital if and to the extent that: (i) the call shall have been made to pay a claim re­ sulting from a guarantee or reinsurance contract and thereafter the Agency shall have recovered its payment, in whole or in par, in a freely usable currency; or the call shall have been made because of a de­ fault in payment by a member and thereafter such member shall have made good such default in whole or in part; or (ii) 9 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued II—continued (iii) the Council, by special majority, determines that the ﬁnancial position of the Agency permits all or part of such amounts to be returned out of the Agency’s revenues.
(b) Any refund effected under this Article to a member shall be made in freely usable currency in the proportion of the payments made by that member to the total amount paid pursuant to calls made prior to such refund.

The equivalent of amounts refunded under this Article to a member shall become part of the callable capital obligations of the member under Article 7 (ii).

(c) III Operations Article 11.
Covered Risks (a) Subject to the provisions of Sections (b) and (c) below, the Agency may guarantee eligible investments against a loss resulting from one or more of the following types of risk: (i) Currency Transfer any introduction attributable to the host govern­ ment of restrictions on the transfer outside the host country of its currency into a freely usable currency or another currency acceptable to the holder of the guarantee, including a failure of the host government to act within a reasonable period of time on an application by such holder for such transfer; Expropriation and Similar Measures any legislative action or administrative action or omission attributable to the host government which has the effect of depriving the holder of a guarantee of his ownership or control of, or a substantial beneﬁt from, his investment, with (ii) 10 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued the exception of non­discriminatory measures of general application which the governments normally take for the purpose of regulating eco­ nomic activity in their territories; (iii) Breach of Contract any repudiation or breach by the host govern­ ment of a contract with the holder of a guarantee, when (a) the holder of a guarantee does not have recourse to a judicial or arbitral forum to deter­ mine the claim of repudiation or breach, or (b) a decision by such forum is not rendered within such reasonable period of time as shall be pre­ scribed in the contracts of guarantee pursuant to the Agency’s regulations, or (c) such a decision cannot be enforced; and (iv) War and Civil Disturbance any military action or civil disturbance in any ter­ ritory of the host country to which this Conven­ tion shall be applicable as provided in Article 66.
(b) Upon the joint application of the investor and the host country, the Board, by special majority, may approve the extension of coverage under this Article to speciﬁc non­commercial risks other than those referred to in Section (a) above, but in no case to the risk of deval­ uation or depreciation of currency.
Losses resulting from the following shall not be covered: (i) (c) any host government action or omission to which the holder of the guarantee has agreed or for which he has been responsible; and any host government action or omission or any other event occurring before the conclusion of the contract of guarantee.

(ii) 11 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued Article 12.
Eligible Investments (a) (b) (c) (d) Eligible investments shall include equity interest, in­ cluding medium­ or long­term loans made or guaran­ teed by holders of equity in the enterprise concerned, and such forms of direct investment as may be deter­ mined by the Board.
The Board, by special majority, may extend eligibility to any other medium­ or long­term form of investment, except that loans other than those mentioned in Section (a) above may be eligible only if they are related to a speciﬁc investment covered or to be covered by the Agency.

Guarantees shall be restricted to investments the imple­ mentation of which begins subsequent to the registra­ tion of the application for the guarantee by the Agency.
Such investments may include: (i) any transfer of foreign exchange made to mod­ ernize, expand, or develop an existing invest­ ment; and the use of earnings from existing investments which could otherwise be transferred outside the host country.
(ii) In guaranteeing an investment, the Agency shall satisfy itself as to: (i) the economic soundness of the investment and its contribution to the development of the host country; compliance of the investment with the host coun­ try’s laws and regulations; consistency of the investment with the declared development objectives and priorities of the host country; and the investment conditions in the host country, in­ cluding the availability of fair and equitable treat­ ment and legal protection for the investment.
(ii) (iii) (iv) 12 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued Article 13.
Eligible Investors (a) (b) (c) (ii) Any natural person and any juridical person may be eli­ gible to receive the Agency’s guarantee provided that: such natural person is a national of a member (i) other than the host country; such juridical person is incorporated and has its principal place of business in a member or the majority of its capital is owned by a member or members or nationals thereof, provided that such member is not the host country in any of the above cases; and such juridical person, whether or not it is pri­ vately owned, operates on a commercial basis.
(iii) In case the investor has more than one nationality, for the purposes of Section (a) above the nationality of a member shall prevail over the nationality of a non­ member, and the nationality of the host country shall prevail over the nationality of any other member.
Upon the join application of the investor and the host country, the Board, by special majority, may extend eligibility to a natural person who is a national of the host country or a juridical person which is incorporated in the host country or the majority of whose capital is owned by its nationals, provided that the assets invested are transferred from outside the host country.

Article 14.
Article 14.

Eligible Host Countries Investments shall be guaranteed under this Chapter only if they are to be made in the territory of a developing member country.

Article 15.

Host Country Approval The Agency shall not conclude any contract of guarantee be­ fore the host government has approved the issuance of the guarantee by the Agency against the risks designated for cover.
13 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued Article 16.

Terms and Conditions The terms and conditions of each contract of guarantee shall be determined by the Agency subject to such rules and regula­ tions as the Board shall issue, provided that the Agency shall not cover the total loss of the guaranteed investment.
Con­ tracts of guarantee shall be approved by the President under the direction of the Board.

Article 17.

Payment of Claims The President under the direction of the Board shall decide on the payment of claims to a holder of a guarantee in accordance with the contract of guarantee and such policies as the Board may adopt.
Contracts of guarantee shall require holders of guarantees to seek, before a payment is made by the Agency, such administrative remedies as may be appropriate under the circumstances, provided that they are readily available to them under the laws of the host country.

Such contracts may require the lapse of certain reasonable periods between the occurrence of events giving rise to claims and payments of claims.

Article 18.
Article 18.

Subrogation (a) (b) (c) Upon paying or agreeing to pay compensation to a holder of a guarantee, the Agency shall be subrogated to such rights or claims related to the guaranteed invest­ ment as the holder of a guarantee may have had against the host country and other obligors.

The contract of guarantee shall provide the terms and conditions of such subrogation.

The rights of the Agency pursuant to Section (a) above shall be recognized by all members.
Amounts in the currency of the host country acquired by the Agency as subrogee pursuant to Section (a) above shall be accorded, with respect to use and con­ version, treatment by the host country as favorable as the treatment to which such funds would be entitled in 14 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued the hands of the holder of the guarantee.
In any case, such amounts may be used by the Agency for the pay­ ment of its administrative expenditures and other costs.

The Agency shall also seek to enter into arrangements with host countries on other uses of such currencies to the extent that they are not freely usable.

Article 19.
Article 19.

Relationship to National and Regional Entities The Agency shall cooperate with, and seek to complement the operations of, national entities of members and regional entities the majority of whose capital is owned by members, which carry out activities similar to those of the Agency, with a view to maximizing both the efﬁciency of their respective services and their contribution to increased ﬂows of foreign investment.
To this end, the Agency may enter into arrange­ ments with such entities on the details of such cooperation, including in particular the modalities of reinsurance and coin­ surance.

Article 20.
Article 20.

Reinsurance of National and Regional Entities (a) The Agency may issue reinsurance in respect of a speciﬁc investment against a loss resulting from one or more of the non­commercial risks underwritten by a member or agency thereof or by a regional invest­ ment guarantee agency the majority of whose capital is owned by members.
The Board, by special ma­ jority, shall from time to time prescribe maximum amounts of contingent liability which may be assumed by the Agency with respect to reinsurance contracts.

In respect of speciﬁc investments which have been completed more than twelve months prior to receipt of the application for reinsurance by the Agency, the maximum amount shall initially be set at ten percent of the aggregate contingent liability of the Agency under this Chapter.
The conditions of eligibility spe­ 15 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued (b) (c) ciﬁed in Articles 11 and 14 shall apply to reinsurance operations, except that the reinsured investments need not be implemented subsequent to the application for reinsurance.
The mutual rights and obligations of the Agency and a reinsured member or agency shall be stated in con­ tracts of reinsurance subject to such rules and regula­ tions as the Board shall issue.
The Board shall approve each contract for reinsurance covering an investment which has been made prior to receipt of the application for reinsurance by the Agency, with a view to minimiz­ ing risks, assuring that the Agency receives premiums commensurate with its risk, and assuring that the rein­ sured entity is appropriately committed toward promot­ ing new investment in developing member countries.
The Agency shall, to the extent possible, assure that it or the reinsured entity shall have the rights of subro­ gation and arbitration equivalent to those the Agency would have if it were the primary guarantor.

The terms and conditions of reinsurance shall require that admin­ istrative remedies are sought in accordance with Article 17 before a payment is made by the Agency.
Subroga­ tion shall be effective with respect to the host country concerned only after its approval of the reinsurance by the Agency.

The Agency shall include in the contracts of reinsurance provisions requiring the reinsured to pur­ sue with due diligence the rights or claims related to the reinsured investment.

Article 21.
Article 21.

Cooperation with Private Insurers and with Reinsurers (a) The Agency may enter into arrangements with private insurers in member countries to enhance its own oper­ ations and encourage such insurers to provide coverage of non­commercial risks in developing member coun­ 16 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued tries on conditions similar to those applied by the Agency.
Such arrangements may include the provision of reinsurance by the Agency under the conditions and procedures speciﬁed in Article 20.

The Agency may reinsure with any appropriate reinsur­ ance entity, in whole or in part, any guarantee or guar­ antees issued by it.

The Agency will in particular seek to guarantee invest­ ments for which comparable coverage on reasonable terms is not available from private insurers and reinsur­ ers.

(b) (c) Article 22.
(b) (c) Article 22.

Limits of Guarantee (a) Unless determined otherwise by the Council by special majority, the aggregate amount of contingent liabilities which may be assumed by the Agency under this Chap­ ter shall not exceed one hundred and ﬁfty percent of the amount of the Agency’s unimpaired subscribed cap­ ital and its reserves plus such portion of its reinsurance cover as the Board may determine.
The Board shall from time to time review the risk proﬁle of the Agency’s portfolio in the light of its experience with claims, de­ gree of risk diversiﬁcation, reinsurance cover and other relevant factors with a view to ascertaining whether changes in the maximum aggregate amount of contin­ gent liabilities should be recommended to the Coun­ cil.
The maximum amount determined by the Council shall not under any circumstances exceed ﬁve times the amount of the Agency’s unimpaired subscribed capital, its reserves and such portion of its reinsurance cover as may be deemed appropriate.
(b) Without prejudice to the general limit of guarantee re­ ferred to in Section (a) above, the Board may prescribe: maximum aggregate amounts of contingent li­ (i) ability which may be assumed by the Agency 17 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued under this Chapter for Guarantees issued to in­ vestors of each individual member.
In determin­ ing such maximum amounts, the Board shall give due consideration to the share of the respective member in the capital of the Agency and the need to apply more liberal limitations in respect of investments originating in developing member countries; and (ii) maximum aggregate amounts of contingent li­ ability which may be assumed by the Agency with respect to such risk diversiﬁcation factors as individual projects, individual host countries and types of investment or risk.

Article 23.
Article 23.

Investment Promotion (a) The Agency shall carry out research, undertake activ­ ities to promote investment ﬂows and disseminate in­ formation on investment opportunities in developing member countries, with a view to improving the envir­ onment for foreign investment ﬂows to such countries.

The Agency may, upon the request of a member, pro­ vide technical advice and assistance to improve the in­ vestment conditions in the territories of that member.
In performing these activities, the Agency shall: (i) be guided by relevant investment agreements among member countries; seek to remove impediments, in both developed and developing member countries, to the ﬂow of investment to developing member countries; and coordinate with other agencies concerned with the promotion of foreign investment, and in par­ ticular the International Finance Corporation.
(ii) (iii) (b) The Agency also shall: (i) encourage the amicable settlement of disputes between investors and host countries; 18 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued III—continued (ii) (iii) endeavor to conclude agreements with develop­ ing member countries, and in particular with pro­ spective host countries, which will assure that the Agency, with respect to investment guaranteed by it, has treatment at least as favorable as that agreed by the member concerned for the most favored investment guarantee agency or State in an agreement relating to investment, such agree­ ments to be approved by special majority of the Board; and promote and facilitate the conclusion of agree­ ments, among its members, on the promotion and protection of investments.
(c) The Agency shall give particular attention in its promo­ tional efforts to the importance of increasing the ﬂow of investments among developing member countries.

Article 24.

Guarantees of Sponsored Investments In addition to the guarantee operations undertaken by the Agency under this Chapter, the Agency may guarantee in­ vestments under the sponsorship arrangements provided for in Annex I to this Convention.

IV Financial Provisions Article 25.


Financial Management The Agency shall carry out its activities in accordance with sound business and prudent ﬁnancial management practices with a view to maintaining under all circumstances its ability to meet its ﬁnancial obligations.

19 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued IV—continued Article 26.
Premium and Fees The Agency shall establish and periodically review the rates of premiums, fees and other charges, if any applicable to each type of risk.

Article 27.

Allocation of Net Income (a) Without prejudice to the provisions of Section (a) (iii) of Article 10, the Agency shall allocate net income to reserves until such reserves reach ﬁve times the sub­ scribed capital of the Agency.
(b) After the reserves of the Agency have reached the level prescribed in Section (a) above, the Council shall de­ cide whether, and to what extent, the Agency’s net in­ come shall be allocated to reserves, be distributed to the Agency’s members or be used otherwise.

Any distribu­ tion of net income to the Agency’s members shall be made in proportion to the share of each member in the capital of the Agency in accordance with a decision of the Council acting by special majority.

Article 28.
Article 28.

Budget The President shall prepare an annual budget of revenues and expenditures of the Agency for approval by the Board.

Article 29.

Accounts The Agency shall publish an Annual Report which shall in­ clude statements of its accounts and of the accounts of the Sponsorship Trust Fund referred to in Annex I to this Con­ vention, as audited by independent auditors.
The Agency shall circulate to members at appropriate intervals a summary state­ ment of its ﬁnancial position and a proﬁt and loss statement showing the results of its operations.

20 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued V Organization and Management Article 30.
Structure of the Agency The Agency shall have a Council of Governors, a Board of Directors, a President and staff to perform such duties as the Agency may determine.

Article 31.

The Council (a) (ii) (iii) (iv) All the powers of the Agency shall be vested in the Council, except such powers as are, by the terms of this Convention, speciﬁcally conferred upon another organ of the Agency.
The Council may delegate to the Board the exercise of any of its powers, except the power to: admit new members and determine the condi­ (i) tions of their admission; suspend a member; decide on any increase or decrease in capital; increase the limit of the aggregate amount of con­ tingent liabilities pursuant to Section (a) of Art­ icle 22; designate a member as a developing member country pursuant to Section (c) of Article 3; classify a new member as belonging to Category One or Category Two for voting purposes pur­ suant to Section (a) of Article 39 or reclassify an existing member for the same purposes; (vii) determine the compensation of Directors and (vi) (v) their Alternates; (viii) cease operations and liquidate the Agency; (ix) distribute assets to members upon liquidation; and amend this Convention, its Annexes and Sched­ ules.
(x) (b) The council shall be composed of one Governor and one Alternate appointed by each member in such manner as it may determine.

No Alternate may vote except in the 21 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued V—continued (c) absence of his principal.

The Council shall select one of the Governors as Chairman.
The Council shall hold an annual meeting and such other meetings as may be determined by the Council or called by the Board.

The Board shall call a meeting of the Council whenever requested by ﬁve members or by members having twenty­ﬁve percent of the total voting power.

Article 32.

The Board (a) (b) (c) (d) (e) The Board shall be responsible for the general oper­ ations of the Agency and shall take, in the fulﬁllment of this responsibility, any action required or permitted under this Convention.
The Board shall consist of not less than twelve Direct­ ors.

The number of Directors may be adjusted by the Council to take into account changes in membership.

Each Director may appoint an Alternate with full power to act for him in case of the Director’s absence or inabil­ ity to act.

The President of the Bank shall be ex ofﬁcio Chairman of the Board, but shall have no vote except a deciding vote in case of an equal division.

The Council shall determine the term of ofﬁce of the Directors.
The ﬁrst Board shall be constituted by the Council at its inaugural meeting.

The Board shall meet at the call of its Chairman acting on his own initiative or upon request of three Directors.

Until such time as the Council may decide that the Agency shall have a resident Board which functions in continuous session, the Directors and Alternates shall receive compensation only for the cost of attendance at the meetings of the Board and the discharge of other ofﬁcial functions on behalf of the Agency.
Upon the establishment of a Board in continuous session, the 22 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued V—continued Directors and Alternates shall receive such remuner­ ation as may be determined by the Council.

Article 33.

President and Staff (a) (b) (c) (d) (e) The President shall, under the general control of the Board, conduct the ordinary business of the Agency.
He shall be responsible for the organization, appointment and dismissal of the staff.

The President shall be appointed by the Board on the nomination of its Chairman.

The Council shall deter­ mine the salary and terms of the contract of service of the President.

In the discharge of their ofﬁces, the President and the staff owe their duty entirely to the Agency and to no other authority.
Each member of the Agency shall re­ spect the international character of this duty and shall refrain from all attempts to inﬂuence the President or the staff in the discharge of their duties.

In appointing the staff, the President shall, subject to the paramount importance of securing the highest stan­ dards of efﬁciency and of technical competence, pay due regard to the importance of recruiting personnel on as wide a geographical basis as possible.
The President and staff shall maintain at all times the conﬁdentiality of information obtained in carrying out the Agency’s operations.

Article 34.

Political Activity Prohibited The Agency, its President and staff shall not interfere in the political affairs of any member.

Without prejudice to the right of the Agency to take into account all the circumstances sur­ rounding an investment, they shall not be inﬂuenced in their decisions by the political character of the member or members concerned.
Considerations relevant to their decisions shall be 23 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued V—continued weighed impartially in order to achieve the purposes states in Article 2.

Article 35.
Article 35.

Relations with International Organizations The Agency shall, within the terms of this Convention, coop­ erate with the United Nations and with other inter­governmen­ tal organizations having specialized responsibilities in related ﬁelds, including in particular the Bank and the International Finance Corporation.

Article 36.
Article 36.

Location of Principal Ofﬁce (a) (b) The principal ofﬁce of the Agency shall be located in Washington, D.C., unless the Council, by special ma­ jority, decides to establish it in another location.

The Agency may establish other ofﬁces as may be ne­ cessary for its work.

Article 37.
Article 37.

Depositories for Assets Each member shall designate its central bank as a depository in which the Agency may keep holdings of such member’s currency or other assets of the Agency or, if it has no central bank, it shall designate for such purpose such other institution as may be acceptable to the Agency.

Article 38.
Article 38.

Channel of Communication (a) Each member shall designate an appropriate authority with which the Agency may communicate in connec­ tions with any matter arising under this Convention.

The Agency may rely on statements of such authority as being statements of the member.

The Agency, upon the request of a member, shall consult with that mem­ ber with respect to matters dealt with in Articles 19 to 21 and related to entities or insurers of that member.
(b) Whenever the approval of any member is required be­ fore any act may be done by the Agency, approval shall 24 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued V—continued be deemed to have been given unless the member pre­ sents an objection within such reasonable period as the Agency may ﬁx in notifying the member of the pro­ posed act.

VI Voting, Adjustments of Subscriptions and Representation Article 39.
Voting and Adjustments of Subscriptions (a) (b) (c) In order to provide for voting arrangements that reﬂect the equal interest in the Agency of the two Categories of States listed in Schedule A of this Convention, as well as the importance of each member’s ﬁnancial partici­ pation, each member shall have 177 membership votes plus one subscription vote for each share of stock held by that member.
If at any time within three years after the entry into force of this Convention the aggregate sum of mem­ bership and subscription votes of members which be­ long to either of the two Categories of States listed in Schedule A of this Convention is less than forty percent of the total voting power, members from such a Cat­ egory shall have such number of supplementary votes as shall be necessary for the aggregate voting power of the Category to equal such a percentage of the total voting power.
Such supplementary votes shall be distributed among the members of such Category in the proportion that the subscription votes of each bears to the aggregate of subscription votes of the Category.

Such supplemen­ tary votes shall be subject to automatic adjustment to ensure that such percentage is maintained and shall be canceled at the end of the above­mentioned three­year period.
During the third year following the entry into force of this Convention, the Council shall review the allocation 25 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued VI—continued of shares and shall be guided in its decision by the fol­ lowing principles: (i) the votes of members shall reﬂect actual sub­ scriptions to the Agency’s capital and the mem­ bership votes as set out in Section (a) of this Art­ icle; shares allocated to countries which shall not have signed the Convention shall be made available for reallocation to such members and in such manner as to make possible voting parity be­ tween the above mentioned Categories; and the council will take measures that will facilitate members’ ability to subscribe to share allocated to them.
(ii) (iii) (e) (d) Within the three­year period provided for in Section (b) of this Article, all decisions of the Council and Board shall be taken by special majority, except that decisions requiring a higher majority under this Convention shall be taken by such higher majority.
In case the capital stock of the Agency is increased pur­ suant to Section (c) of Article 5, each member which so requests shall be authorized to subscribe a proportion of the increase equivalent to the proportion which its stock theretofore subscribed bears to the total capital stock of the Agency, but no member shall be obligated to sub­ scribe any part of the increased capital.

The Council shall issue regulations regarding the mak­ ing of additional subscriptions under Section (e) of this Article.
Such regulations shall prescribe reasonable time limits for the submission by members of requests to make such subscriptions.

(f) Article 40.

Voting in the Council (a) Each Governor shall be entitled to cast the votes of the member he represents.
Except as otherwise speciﬁed in 26 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued VI—continued this Convention, decisions of the Council shall be taken by a majority of the votes cast.

(c) (b) A quorum for any meeting of the Council shall be con­ stituted by a majority of the Governors exercising not less than two­thirds of the total voting power.
The Council may by regulation establish a procedure whereby the Board, when it deems such action to be in the best interests of the Agency, may request a decision of the Council on a speciﬁc question without calling a meeting of the Council.

Article 41.

Election of Directors (a) Directors shall be elected in accordance with Schedule B.

(b) Directors shall continue in ofﬁce until their successors are elected.
If the ofﬁce of a Director becomes vacant more than ninety days before the end of his term, an­ other Director shall be elected for the remainder of the term by the Governors who elected the former Director.

A majority of the votes cast shall be required for elec­ tion.

While the ofﬁce remains vacant, the Alternate of the Former Director shall exercise his powers, except that of appointing an Alternate.

Article 42.
Article 42.

Voting in the Board (a) Each Director shall be entitled to cast the number of votes of the members whose votes counted towards his election.

All the votes which a Director is entitled to cast shall be cast as a unit.

Except as otherwise speciﬁed in this Convention, decisions of the Board shall be taken by a majority of the votes cast.

(b) A quorum for a meeting of the Board shall be consti­ tuted by a majority of the Directors exercising not less than on­half of the total voting power.
27 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued VI—continued (c) The Board may by regulation establish a procedure whereby its Chairman, when he deems such action to be in the best interests of the Agency, may request a decision of the Board on a speciﬁc question without calling a meeting of the Board.

VII Privileges and Immunities Article 43.


Purposes of Chapter To enable the Agency to fulﬁll its functions, the immunities and privileges set forth in this Chapter shall be accorded to the Agency in the territories of each member.

Article 44.
Article 44.

Legal Process Actions other than those within the scope of Articles 57 and 58 may be brought against the Agency only in a court of com­ petent jurisdiction in the territories of a member in which the Agency has an ofﬁce or has appointed an agent for the pur­ pose of accepting service or notice of process.

No such action against the Agency shall be brought (i) by members or persons acting for or deriving claims from members or (ii) in respect of personnel matters.
The property and assets of the Agency shall, wherever located and by whomsoever held, be immune from all forms of seizure, attachment or execution before the delivery of the ﬁnal judgment or award against the Agency.

Article 45.

Assets (a) (b) The property and assets of the Agency, wherever lo­ cated and by whomsoever held, shall be immune from search, requisition, conﬁscation, expropriation or any other form of seizure by executive or legislative action.
To the extent necessary to carry out its operations under this Convention, all property and assets of the Agency shall be free from restrictions, regulations, controls and 28 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued VII—continued moratoria of any nature; provided that property and as­ sets acquired by the Agency as successor to or subro­ gee of a holder of a guarantee, a reinsured entity or an investor insured by a reinsured entity shall be free from applicable foreign exchange restrictions, regula­ tions and controls in force in the territories of the mem­ ber concerned to the extent that the holder, entity or in­ vestor to whom the Agency was subrogated was entitled to such treatment.
For purposes of this Chapter, the term assets shall in­ clude the assets of the Sponsorship Trust Fund referred to in Annex I to this Convention and other assets admin­ istered by the Agency in furtherance of its objective.

(c) Article 46.

Archives and Communications (a) (b) The archives of the Agency shall be inviolable, wher­ ever they may be.

The ofﬁcial communications of the Agency shall be ac­ corded by each member the same treatment that is ac­ corded to the ofﬁcial communications of the Bank.
Article 47.

Taxes (a) (b) The Agency, its assets, property and income, and its op­ erations and transactions authorized by this Convention, shall be immune from all taxes and customs duties.

The Agency shall also be immune from liability for the col­ lection or payment of any tax or duty.
Except in the case of local nationals, no tax shall be levied on or in respect of expense allowances paid by the Agency to Governors and their Alternates or on or in respect of salaries, expense allowances or other emolu­ ments paid by the Agency to the Chairman of the Board, Directors, their Alternates, the President or staff of the Agency.
29 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued VII—continued (c) No taxation of any kind shall be levied on any invest­ ment guaranteed or reinsured by the Agency (including any earnings therefrom) or any insurance policies rein­ sured by the Agency (including any premiums and other revenues there from) by whomsoever held: (i) which discriminates against such investment or insurance pol­ icy solely because it is guaranteed or reinsured by the Agency; or (ii) if the sole jurisdictional basis for such taxation is the location of any ofﬁce or place of business maintained by the Agency.
Article 48.
Ofﬁcials of the Agency All Governors, Directors, Alternates, the President and staff of the Agency: (i) (ii) (iii) shall be immune from legal process with respect to acts performed by them in their ofﬁcial capacity; not being local nationals, shall be accorded the same im­ munities from immigration restrictions, alien registra­ tion requirements and national service obligations, and the same facilities as regards exchange restrictions as are accorded by the members concerned to the repre­ sentatives, ofﬁcials and employees of comparable rank of other members; and shall be granted the same treatment in respect of travel­ ling facilities as is accorded by the members concerned to representatives, ofﬁcials and employees of compar­ able rank of other members.
Article 49.

Application of the Chapter Each member shall take such action as is necessary in its own territories for the purpose of making effective in terms of its own law the principles set forth in this Chapter and shall in­ form the Agency of the detailed action which it has taken.

30 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued VII—continued Article 50.
Waiver The immunities, exemptions and privileges provided in this Chapter are granted in the interest of the Agency and may be waived, to such extent and upon such conditions as the Agency may determine, in cases where such a waiver would not preju­ dice its interests.
The Agency shall waive the immunity of any of its staff in cases where, in its opinion, the immunity would impede the course of justice and can be waived without preju­ dice to the interests of the Agency VIII Withdrawal, Suspension of Membership and Cessation of Operations Article 51.
Withdrawal Any member may, after the expiration of three years follow­ ing the date upon which this Convention has entered into force with respect to such member, withdraw from the Agency at any time by giving notice in writing to the Agency at its prin­ cipal ofﬁce.

The Agency shall notify the Bank, as depository of this Convention, of the receipt of such notice.

Any with­ drawal shall become effective ninety days following the date of the receipt of such notice by the Agency.
A member may revoke such notice as long as it has not become effective.

Article 52.

Suspension of Membership (a) If a member fails to fulﬁll any of its obligations under this Convention, the Council may, by a majority of its members exercising a majority of the total voting power, suspend its membership.
(b) While under suspension a member shall have no rights under this Convention, except for the right of with­ drawal and other rights provided in this Chapter and Chapter IX, but shall remain subject to all its obliga­ tions.
31 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued VIII—continued (c) (d) For purposes of determining eligibility for a guarantee or reinsurance to be issued under Chapter III or Annex I to this Convention, a suspended member shall not be treated as a member of the Agency.
The suspended member shall automatically cease to be a member one year from the date of its suspension un­ less the Council decides to extend the period of suspen­ sion or to restore the member to good standing.

Article 53.

Rights and Duties of States Ceasing to be Members (a) When a State ceases to be a member, it shall remain li­ able for all its obligations, including its contingent obli­ gations, under this Convention which shall have been in effect before the cessation of its membership.
(b) Without prejudice to Section (a) above, the Agency shall enter into an arrangement with such State for the settlement of their respective claims and obligations.

Any such arrangement shall be approved by the Board.

Article 54.

Suspension of Operations (a) (b) (c) The Board may, whenever it deems it justiﬁed, suspend the issuance of new guarantees for a speciﬁed period.
In an emergency, the Board may suspend all activities of the Agency for a period not exceeding the duration of such emergency, provided that necessary arrangements shall be made for the protection of the interests of the Agency and of third parties.

The decision to suspend operations shall have no effect on the obligations of the members under this Conven­ tion or on the obligations of the Agency towards hold­ ers of a guarantee or reinsurance policy or towards third parties.
32 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued VIII—continued Article 55.

Liquidation (a) The Council, by special majority, may decide to cease operations and to liquidate the Agency.

Thereupon the Agency shall forthwith cease all activities, except those incident to the orderly realization, conservation and preservation of assets and settlement of obligations.
Until ﬁnal settlement and distribution of assets, the Agency shall remain in existence and all rights and obligations of members under this Convention shall continue unimpaired.

(c) (b) No distribution of assets shall be made to members until all liabilities to holders of guarantees and other creditors shall have been discharged or provided for and until the Council shall be decided to make such distribution.
Subject to the foregoing, the Agency shall distribute its remaining assets to members in proportion to each member’s share in the subscribed capital.

The Agency shall also distribute any remaining assets of the Spon­ sorship Trust Fund referred to in Annex I to this Con­ vention to sponsoring members in the proportion which the investments sponsored by each bears to the total of sponsored investments.
No member shall be entitled to its share in the assets of the Agency or the Sponsorship Trust Fund unless that member has settled all outstand­ ing claims by the Agency against it.

Every distribution of assets shall be made at such times as the Council shall determine and in such manner as it shall deem fair and equitable.

IX Settlement of Disputes Article 56.


Interpretation and Application of the Convention (a) Any question of interpretation or application of the pro­ visions of this Convention arising between any member of the Agency and the Agency or among members of 33 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued IX—continued the Agency shall be submitted to the Board for its de­ cision.
Any member which is particularly affected by the question and which is not otherwise represented by a national in the Board may send a representative to at­ tend any meeting of the Board at which such question is considered.

In any case where the Board has given a decision under Section (a) above, any member may require that the question be referred to the Council, whose decision shall be ﬁnal.
Pending the result of the referral to the Council, the Agency may, so far as it deems necessary, act on the basis of the decision of the Board.

(b) Article 57.
(b) Article 57.

Disputes between the Agency and Members (a) Without prejudice to the provisions of Article 56 and of Section (b) of this Article, any dispute between the Agency and a member or an agency thereof and any dispute between the Agency and a country (or agency thereof) which has ceased to be a member, shall be set­ tled in accordance with the procedure set out in Annex II to this Convention.
(b) Disputes concerning claims of the Agency acting as subrogee of an investor shall be settled in accordance with either (i) the procedure set out in Annex II to this Convention, or (ii) an agreement to be entered into be­ tween the Agency and the member concerned on an al­ ternative method or methods for the settlement of such disputes.
In the latter case, Annex II to this Conven­ tion shall serve as a basis for such an agreement which shall, in each case, be approved by the Board by special majority prior to the undertaking by the Agency of op­ erations in the territories of the member concerned.

34 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued IX—continued Article 58.
Disputes Involving Holders of a Guarantee or Reinsurance Any dispute arising under a contract of guarantee or reinsur­ ance between the parties thereto shall be submitted to arbitra­ tion for ﬁnal determination in accordance with such rules as shall be provided for or referred to in the contract of guarantee or reinsurance.

X Amendments Article 59.
Amendment by Council (a) This Convention and its annexes may be amended by vote of three­ﬁfths of the Governors exercising four­ ﬁfths of the total voting power, provided that: (i) (ii) any amendment modifying the right to withdraw from the Agency provided in Article 51 or the limitation on liability provided in Section (d) of Article 8 shall require the afﬁrmative vote of all Governors; and any amendment modifying the loss­sharing ar­ rangement provided in Articles 1 and 3 of Annex I to this Convention which will result in an in­ crease in any member’s liability thereunder shall require the afﬁrmative vote of the Governor of each such member.
(b) (c) Schedules A and B to this Convention may be amended by the Council by special majority.

If an amendment affects any provision of Annex I to this Convention, total votes shall include the additional votes allotted under Article 7 of such Annex to sponsor­ ing members and countries hosting sponsored invest­ ments.

35 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued X—continued Article 60.
Procedure Any proposal to amend this Convention, whether emanating from a member or a Governor or a Director, shall be com­ municated to the Chairman of the Board who shall bring the proposal before the Board.

If the proposed amendment is rec­ ommended by the Board, it shall be submitted to the Council for approval in accordance with Article 59.

When an amend­ ment has been duly approved by the Council, the Agency shall so certify by formal communication addressed to all members.
Amendments shall enter into force for all members ninety days after the date of the formal communication unless the Council shall specify a different date.

XI Final Provisions Article 61.

Entry into Force (a) (b) (c) This Convention shall be open for signature on behalf of all members of the Bank and Switzerland and shall be subject to ratiﬁcation, acceptance or approval by the signatory States in accordance with their constitutional procedures.
This Convention shall enter into force on the day when not less than ﬁve instruments of ratiﬁcation, acceptance or approval shall have been deposited on behalf of sig­ natory States in Category One, and not less than ﬁfteen such instruments shall have been deposited on behalf of signatory States in Category Two; provided that total subscriptions of these States amount to not less than one­third of the authorized capital of the Agency as pre­ scribed in Article 5.
For each State which deposits its instrument of ratiﬁca­ tion, acceptance or approval after this Convention shall have entered into force, this Convention shall enter into force on the date of such deposit.
36 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule 7—continued Division and Calls of Subscribed Capital—continued XI—continued (d) If this Convention shall not have entered into force within two years after its opening for signature, the President of the Bank shall convene a conference of interested countries to determine the future course of action Article 62.
Inaugural Meeting Upon entry into force of this Convention, the President of the Bank shall call the inaugural meeting of the Council.

This meeting shall be held at the principal ofﬁce of the Agency within sixty days from the date on which this Convention has entered into force or as soon as practicable thereafter.

Article 63.
Article 63.

Depository Instruments of ratiﬁcation, acceptance or approval of this Con­ vention and amendments thereto shall be deposited with the Bank which shall act as the depository of this Convention.

The depository shall transmit certiﬁed copies of this Convention to States members of the Bank and to Switzerland.

Article 64.
Article 64.

Registration The depository shall register this Convention with the Secre­ tariat of the United Nations in accordance with Article 102 of the Charter of the United Nations and the Regulations there­ under adopted by the General Assembly.

Article 65.
Notiﬁcation The depository shall notify all signatory States and, upon the entry into force of this Convention, the Agency of the follow­ ing: (a) (b) signatures of this Convention; deposits of instruments of ratiﬁcation, acceptance and approval in accordance with Article 63; the date on which this Convention enters into force in accordance with Article 61; (c) 37 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule 7—continued Division and Calls of Subscribed Capital—continued XI—continued (d) (e) exclusions from territorial application pursuant to Art­ icle 66; and withdrawal of a member from the Agency pursuant to Article 51.
Article 66.

Territorial Application This Convention shall apply to all territories under the juris­ diction of a member including the territories for whose inter­ national relations a member is responsible, except those which are excluded by such member by written notice to the deposi­ tory of this Convention either at the time of ratiﬁcation, ac­ ceptance or approval or subsequently.

Article 67.
Article 67.

Periodic Reviews (a) (b) The Council shall periodically undertake comprehen­ sive reviews of the activities of the Agency as well as the results achieved with a view to introducing any changes required to enhance the Agency’s ability to serve its objectives.

The ﬁrst such review shall take place ﬁve years after the entry into force of this Convention.

The dates of subsequent reviews shall be determined by the Council.
DONE at Seoul, in a single copy which shall remain deposited in the archives of the International Bank of Reconstruction and Devel­ opment, which has indicated by its signature below its agreement to fulﬁll the functions with which it is charged under this Convention.

38 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Annex I Guarantees of Sponsored Investments Under Article 24 Article 1.
Sponsorship (a) (b) (c) (d) Any member may sponsor for guarantee an investment to be made by an investor of any nationality or by in­ vestors of any or several nationalities.
Subject to the provisions of Sections (b) and (c) of Article 3 of this Annex, each sponsoring member shall share with the other sponsoring members in losses under guarantees of sponsored investments, when and to the extent that such losses cannot be covered out of the Sponsorship Trust Fund referred to in Article 2 of this Annex, in the proportion which the amount of maximum contingent liability under the guarantees of investments sponsored by it bears to the total amount of maximum contingent liability under the guarantees of investments sponsored by all members.
In its decisions on the issuance of guarantees under this Annex, the Agency shall pay due regard to the prospects that the sponsoring member will be in a position to meet its obligations under this Annex and shall give prior­ ity to investments which are co­sponsored by the host countries concerned.

The Agency shall periodically consult with sponsoring members with respect to its operations under this An­ nex.

Article 2.
Article 2.

Sponsorship Trust Fund (a) Premiums and other revenues attributable to guarantees of sponsored investments, including returns on the in­ vestment of such premiums and revenues, shall be held in a separate account which shall be called the Sponsor­ ship Trust Fund.

(b) All administrative expenses and payments on claims at­ tributable to guarantees issued under this Annex shall be paid out of the Sponsorship Trust Fund.
The assets of the Sponsorship Trust Fund shall be held and administered for the joint account of sponsoring (c) 39 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Annex I—continued members and shall be kept separate and apart from the assets of the Agency.

Article 3.
Article 3.

Calls on Sponsoring Members (a) To the extent that any amount is payable by the Agency on account of a loss under a sponsored guarantee and such amount cannot be paid out of assets of the Spon­ sorship Trust Fund, the Agency shall call on each spon­ soring member to pay into such Fund its share of such amount as shall be determined in accordance with Sec­ tion (b) of Article 1 of this Annex.
(c) (b) No member shall be liable to pay any amount on a call pursuant to the provisions of this Article if as a result total payments made by that member will exceed the total amount of guarantees covering investments spon­ sored by it.
Upon the expiry of any guarantee covering an invest­ ment sponsored by a member, the liability of that mem­ ber shall be decreased by an amount equivalent to the amount of such guarantee; such liability shall also be decreased on a pro rata basis upon payment by the Agency of any claim related to a sponsored investment and shall otherwise continue in effect until the expiry of all guarantees of sponsored investments outstanding at the time of such payment.
If any sponsoring member shall not be liable for an amount of a call pursuant to the provisions of this Art­ icle because of the limitation contained in Sections (b) and (c) above, or if any sponsoring member shall de­ fault in payment of an amount due in response to any such call, the liability for payment of such amount shall be shared pro rata by the other sponsoring members.

Liability of members pursuant to this Section shall be subject to the limitation set forth in Sections (b) and (c) above.
(d) 40 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Annex I—continued Article 4.

Valuation of Currencies and Refunds The provisions on valuation of currencies and refunds con­ tained in this Convention with respect to capital subscriptions shall be applied mutatis mutandis to funds paid by members on account of Sponsored investments.

Article 5.
Article 5.

Reinsurance (a) (b) The Agency may, under the conditions set forth in Art­ icle 1 of this Annex, provide reinsurance to a member, an agency thereof, a regional agency as deﬁned in Sec­ tion (a) of Article 20 of this Convention or a private insurer in a member country.

The provisions of this Annex concerning guarantees and of Article 20 and 21 of this Convention shall be applied mutatis mutandis to reinsurance provided under this Section.
The Agency may obtain reinsurance for investments guaranteed by it under this Annex and shall meet the cost of such reinsurance out of the Sponsorship Trust Fund.

The Board may decide whether and to what ex­ tent the loss­sharing obligation of sponsoring members referred to in Section (b) of Article 1 of this Annex may be reduced on account of the reinsurance cover ob­ tained.

Article 6.
Operational Principles Without prejudice to the provisions of this Annex, the provi­ sions with respect to guarantee operations under Chapter III of this Convention and to ﬁnancial management under Chap­ ter IV of this Convention shall be applied mutatis mutandis to guarantees of sponsored investments except that (i) such investments shall qualify for sponsorship if made in the ter­ ritories of any member, and in particular of any developing member, by an investor or investors eligible under Section (a) of Article 1 of this Annex, and (ii) the Agency shall not be li­ able with respect to its own assets for any guarantee or reinsur­ ance issued under this Annex and each contract of guarantee or 41 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Annex I—continued reinsurance concluded pursuant to this Annex shall expressly so provide.
Article 7.

Voting For decisions relating to sponsored investments, each spon­ soring member shall have one additional vote for each 10,000 Special Drawing Rights equivalent of the amount guaranteed or reinsured on the basis of its sponsorship, and each mem­ ber hosting a sponsored investment shall have one additional vote for each 10,000 Special Drawing Rights equivalent of the amount guaranteed or reinsured with respect to any sponsored investment hosted by it.
Such additional votes shall be cast only for decisions related to sponsored investments and shall otherwise be disregarded in determining the voting power of members.

Annex II Settlement of Disputes Between A Member and the Agency Under Article 57 Article 1.
Application of the Annex All disputes within the Scope of Article 57 of this Convention shall be settled in accordance with the procedure set out in this Annex, except in the cases where the Agency has entered into an agreement with a member pursuant to Section (b)(ii) of Article 57.

Article 2.

Negotiation The parties to a dispute within the scope of this Annex shall attempt to settle such dispute by negotiation before seeking conciliation or arbitration.
Negotiations shall be deemed to have been exhausted if the parties fail to reach a settlement within a period of one hundred and twenty days from the date of the request to enter into negotiation.

42 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Annex II—continued Article 3.
Conciliation (a) (b) (c) (d) (e) If the dispute is not resolved through negotiation, ei­ ther party may submit the dispute to arbitration in ac­ cordance with the provisions of Article 4 of this Annex, unless the parties, by mutual consent, have decided to resort ﬁrst to the conciliation procedure provided for in this Article.
The agreement for recourse to conciliation shall specify the matter in dispute, the claims of the parties in respect thereof and, if available, the name of the conciliator agreed upon by the parties.

In the absence of agree­ ment on the conciliator, the parties may jointly request either the Secretary­General of the International Centre of Settlement of Investment Disputes (hereinafter called ICSID) or the President of the International Court of Justice to appoint a conciliator.
The conciliation pro­ cedure shall terminate if the conciliator has not been appointed within ninety days after the agreement for re­ course to conciliation.

Unless otherwise provided in this Annex or agreed upon by the parties, the conciliator shall determine the rules governing the conciliation procedure and shall be guided in this regard by the conciliation rules adopted pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States.
The parties shall cooperate in good faith with the con­ ciliator and shall, in particular, provide him with all in­ formation and documentation which would assist him in the discharge of his functions; they shall give their most serious consideration to his recommendations.
Unless otherwise agreed upon by the parties, the con­ ciliator shall, within a period not exceeding one hun­ dred and eighty days from the date of his appointment, submit to the parties a report recording the results of his efforts and setting out the issues controversial between the parties and his proposals for their settlement.
43 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Annex II—continued (f) Each party shall, within sixty days from the date of the receipt of the report, express in writing its views on the report to the other party.
(g) Neither party to a conciliation proceeding shall be en­ titled to have recourse to arbitration unless: (i) the conciliator shall have failed to submit his re­ port within the period established in Section (e) above; or the parties shall have failed to accept all of the proposals contained in the report within sixty days after its receipt; or the parties, after an exchange of views on the report, shall have failed to agree on a settlement of all controversial issues within sixty days after receipt of the conciliator’s report; or a party shall have failed to express its views on the report as prescribed in Section (f) above.
(ii) (iii) (iv) (h) Unless the parties agree otherwise, the fees of the conciliator shall be determined on the basis of the rates applicable to ICSID Conciliation.

These fees and the other costs of the conciliation proceedings shall be borne equally by the parties.

Each party shall defray its own expenses.

Article 4.
Article 4.

Arbitration (a) Arbitration proceedings shall be instituted by means of a notice by the party seeking arbitration (the claimant) addressed to the other party or parties to the dispute (the respondent).

The notice shall specify the nature of the dispute, the relief sought and the name of the arbitrator appointed by the claimant.

The respondent shall, within thirty days after the date of receipt of the notice, notify the claimant of the name of the arbitrator appointed by it.
The two parties shall, within a period of thirty days from the date of appointment of the second arbitrator, select a third arbitrator, who shall act as President of the Arbitral Tribunal (the Tribunal).
44 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule (b) (c) (d) (e) (f) Annex II—continued If the Tribunal shall not have been constituted within sixty days from the date of the notice, the arbitrator not yet appointed or the President not yet selected shall be appointed, at the joint request of the parties, by the Secretary­General of ICSID.
If there is not such joint request, of if the Secretary­General shall fail to make the appointment within thirty days of the request, ei­ ther party may request the President of the International Court of Justice to make the appointment.

No party shall have the rights to change the arbitrator appointed by it once the hearing of the dispute has com­ menced.
In case any arbitrator (including the President of the Tribunal) shall resign, die, or become incapaci­ tated, a successor shall be appointed in the manner fol­ lowed in the appointment of his predecessor and such successor shall have the same powers and duties of the arbitrator he succeeds.

The Tribunal shall convene ﬁrst at such time and place as shall be determined by the President.

Thereafter, the Tribunal shall determine the place and dates of its meet­ ings.
Unless otherwise provided in this Annex or agreed upon by the parties, the Tribunal shall determine its procedure and shall be guided in this regard by the arbitration rules adopted pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States.
The Tribunal shall be the judge of its own competence except that, if any objection is raised before the Tribunal to the effect that the dispute falls within the jurisdiction of the Board or the Council under Article 56 or within the jurisdiction of a judicial or arbitral body designated in an agreement under Article 1 of this Annex and the Tribunal is satisﬁed that the objection is genuine, the objection shall be referred by the Tribunal to the Board or the Council or the designated body, as the case may be, and the arbitration proceedings shall be stayed until 45 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Annex II—continued a decision has been reached on the matter, which shall be binding upon the Tribunal.
The Tribunal shall, in any dispute within the scope of this Annex, apply the provisions of this Convention, any relevant agreement between the parties to the dis­ pute, the Agency’s by­laws and regulations, the applic­ able rules of international law, the domestic law of the member concerned as well as the applicable provisions of the investment contract, if any.
Without prejudice to the provisions of this Convention, the Tribunal may decide a dispute ex aequo et bono if the Agency and the member concerned so agree.

The Tribunal may not bring a ﬁnding of non liquet on the ground of silence or obscurity of the law.

The Tribunal shall afford a fair hearing to all the par­ ties.

All decisions of the Tribunal shall be taken by a majority vote and shall state the reasons on which they are based.
The award of the Tribunal shall be in writ­ ing, and shall be signed by at least two arbitrators and a copy thereof shall be transmitted to each party.

The award shall be ﬁnal and binding upon the parties and shall not be subject to appeal, annulment or revision.
If any dispute shall arise between the Parties as to the meaning or scope of an award, either party may, within sixty days after the award was rendered, request inter­ pretation of the award by an application in writing to the President of the Tribunal which rendered the award.

The President shall, if possible, submit the request to the Tribunal which rendered the award and shall con­ vene such Tribunal within sixty days after receipt of the application.
If this shall not be possible, a ne Tribunal shall be constituted in accordance with the provisions of Sections (a) to (d) above.

The Tribunal may stay en­ forcement of the award pending its decision on the re­ quested interpretation.
Each member shall recognize and award rendered pur­ suant to this Article as binding and enforceable within its territories as if it were a ﬁnal judgment of a court in (g) (h) (i) (j) 46 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Annex II—continued that member.
Execution of the award shall be governed by the laws concerning the execution of judgments in force in the State in whose territories such execution is sought and shall not derogate from the law in force re­ lating to immunity from execution.

(k) Unless the parties shall agree otherwise, the fees and remuneration payable to the arbitrators shall be deter­ mined on the basis of the rates applicable to ICSID ar­ bitration.

Each party shall defray its own costs associ­ ated with the arbitration proceedings.
The costs of the Tribunal shall be borne by the parties in equal propor­ tion unless the Tribunal decides otherwise.

Any ques­ tion concerning the division of the Cost of the Tribunal or the procedure for payment of such costs shall be de­ cided by the Tribunal.

Article 5.

Service of Process Service of any notice or process in connection with any pro­ ceeding under this Annex shall be made in writing.
It shall be made by the Agency upon the authority designated by the member concerned pursuant to Article 38 of this Convention and by that member at the principal ofﬁce of the Agency.
Schedule A Membership and Subscriptions (original list as per Convention booklet) Category One Country Australia Austria Belgium Number of Shares Subscription (millions of SDR) 1,713 775 2,030 17.13 7.75 20.30 47 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule A—continued Canada Denmark Finland France Germany, Federal Republic of Iceland Ireland Italy Japan Luxembourg Netherlands New Zealand Norway South Africa Sweden Switzerland United Kingdom United States TOTAL 48 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule A—continued Category 2* Country Number of Shares Subscription (millions of SDR) Afghanistan Algeria Antigua and Barbuda Argentina Bahamas Bahrain Bangladesh Barbados Belize Benin Bhutan Bolivia Botswana Brazil Burkina Faso Burma Burundi Cameroon Cape Verde Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule A—continued Country Number of Shares Subscription (millions of SDR) Central African Republic Chad Chile China Colombia Comoros Congo, People’s Rep. of the Costa Rica Cyprus Djibouti Dominica Dominican Republic Ecuador Egypt, Arab Republic of El Salvador Equatorial Guinea Ethiopia Fiji No 87 International Finance Agreements Amendment Act 2007 Schedule Country Gabon Gambia, The Ghana Greece Grenada Guatemala Guinea Guinea­Bissau Guyana Haiti Honduras Hungary India Indonesia Iran, Islamic Republic of Iraq Israel Ivory Coast Jamaica Jordan Schedule A—continued Number of Shares Subscription (millions of SDR) Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule A—continued Country Number of Shares Subscription (millions of SDR) Kampuchea, Democratic Kenya Korea, Republic of Kuwait Lao People’s Dem.
Rep. Lebanon Lesotho Liberia Libyan Arab Jamahiriya Madagascar Malawi Malaysia Maldives Mali Malta Mauritania Mauritius Mexico Morocco No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule A—continued Country Number of Shares Subscription (millions of SDR) Mozambique Nepal Nicaragua Niger Nigeria Oman Pakistan Panama Papua New Guinea Paraguay Peru Philippines Portugal Qatar Romania Rwanda St. Christopher and Nevis St. Lucia St. Vincent São Tome and Principe Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule A—continued Country Number of Shares Subscription (millions of SDR) Saudi Arabia Senegal Seychelles Sierra Leone Singapore Solomon Islands Somalia Spain Sri Lanka Sudan Suriname Syrian Arab Republic Swaziland Tanzania Thailand Togo Trinidad and Tobago Tunisia Turkey United Arab Emirates No 87 International Finance Agreements Amendment Act 2007 Schedule Schedule A—continued Number of Shares Subscription (millions of SDR) 132 202 50 1,427 220 50 67 115 635 338 318 236 1.32 2.02 0.50 14.27 2.20 0.50 0.67 1.15 6.35 3.38 3.18 2.36 40,527 405.27 100,000 1,000.00 Country Uganda Uruguay Vanuatu Venezuela Viet Nam Western Samoa Yemen Arab Republic Yemen, People’s Dem.
Rep. of Yugoslavia Zaire Zambia Zimbabwe TOTAL TOTAL: Categories One and Two * Countries listed under Category Two are developing member countries for the purposes of this Convention.

55 Schedule International Finance Agreements Amendment Act 2007 2007 No 87 Schedule B Election of Directors Candidates for the ofﬁce of Director shall be nominated by the Governors, provided that a Governor may nominate only one person.

The election of Directors shall be by ballot of the Governors.
In balloting for the Directors, every Governor shall cast for one candidate all the votes which the member represented by him is entitled to cast under Section (a) of Article 40.

One­fourth of the number of Directors shall be elected separately, one by each of the Governors of members having the largest number of shares.

If the total number of Directors is not divisible by four, the number of Directors so elected shall be one­fourth of the next lower number that is divisible by four.
The remaining Directors shall be elected by the other Governors in accordance with the provisions of paragraphs 6 and 11 of this Schedule.
If the number of candidates nominated equals the number of such remaining Directors to be elected, all the candidates shall be elected in the ﬁrst ballot; except that a candidate or candidates having received less than the minimum percentage of total votes determined by the Council for such election shall not be elected if any candidate shall have received more than the maximum percentage of total votes determined by the Council.
If the number of candidates nominated exceeds the number of such remaining Directors to be elected, the candidates receiving the largest number of votes shall be elected with the exception of any candidate who has received less than the minimum percentage of the total votes determined by the Council.
56 2007 No 87 International Finance Agreements Amendment Act 2007 Schedule B—continued 8 9 10 11 If all of such remaining Directors are not elected in the ﬁrst ballot, a second ballot shall be held.

The candidate or candidates not elected in the ﬁrst ballot shall again be eligible for election.
In the second ballot, voting shall be limited to (i) those Governors having voted in the ﬁrst ballot for a candidate not elected and (ii) those Governors having voted in the ﬁrst ballot for an elected candidate who had already received the maximum percentage of total votes determined by the Council before taking their votes into account.
In determining when an elected candidate has received more than the maximum percentage of the votes, the votes of the Governor casting the largest number of votes for such candidate shall be counted ﬁrst, then the votes of the Governor casting the next largest number, and so on until such percentage is reached.
If not all the remaining Directors have been elected after the second ballot, further ballots shall be held on the same principles until all the remaining Directors are elected, provided that when only one Director remains to be elected, this Director may be elected by a simple majority of the remaining votes and shall be deemed to have been elected by all such votes.
2 May 2007 9 May 2007 24 August 2007 11 September 2007 12 September 2007 13 September 2007 Legislative history Introduction (Bill 113­1) First reading and referral to Foreign Affairs, Defence and Trade Committee Reported from Foreign Affairs, Defence and Trade Committee Second reading Committee of the whole House Third reading 57