prop · H703181 · 2020-06-10 00:00:00 — (vi)compiling progress reports of operations and financial statements for distribution to each Contributors’ Committee; preparing the Platform’s annual Contributors’ report and other relevant documents necessary to allow and each Contributors’ Committee to carry out their respective duties; (vii)informing each Contributors’ Committee about operations and activities financed from Third Party Financing; (viii)providing guidance on the functioning of Platform and the underlying Fund processes and requirements; (ix)preparing proposed amendments to the Fund Description of a specific Fund for decision by the Contributors’ Committee; (x)proposing amendments to the provisions of the Platform Rules, in consultation with Contributors, where appropriate; (xi)supporting each Contributors’ Committee in commissioning reviews and evaluations; (xii)ensuring that, in communicating internally and externally, in its publications, in communication with beneficiaries, countries and other entities as well as the media, appropriate visibility is given to the Platform and its Contributors; (xiii)carrying out such other functions as may be necessary for the efficient administration of the Platform and the Funds created thereunder, except for functions which pertain to the competence of the relevant Contributors’ Committee and which have not been delegated to the Bank; and (xiv)liaising and coordinating, to the extent necessary to fulfil its role, with Contributors and other relevant parties. , as Administrator, operates in accordance with applicable EIB policies and procedures. It is accountable to the Contributors’ Committees for the performance of its obligations in accordance with Article 12 of these Platform Rules, and is serving as the liaison between the Contributors’ Committees and the respective departments at the Bank. In this respect, the Administrator handles Funds’ operations in accordance with the EIB’s Access to Information Policy available on the website of the Bank . Contributors to the Funds shall be invited to meetings of the Partnerships Committees as organised from time to time at the Platform level for thematic and geographical windows, to discuss and provide strategic guidance to the EIB, advise on the operation of the Platform and on the opportunity to create new Funds. is solely an advisory body with no decision making power in relation to either the Platform or any Fund under the Platform. For each Fund under the Platform a Contributors’ Committee shall be set up. The main role of each Contributors’ Committee is to oversee activities under the respective Fund and to approve specific operations supported through the Contributions made to such Fund. Contributors’ shall be made either by tacit procedure or during meetings, as further described in Article 5.8 of these Platform Rules. The roles and responsibilities of the Contributors’ Committee include the following: (i)approving proposed operations within 15 Business Days of their receipt on a tacit basis, as applicable in accordance with Article 5.8 of these Platform Rules; (ii)approving Third Party Financing; (iii)approving redemption (to the Contributors) or reallocation (to another Fund) of remaining Contributions Paid in the relevant Fund upon its termination; (iv)approving any amendment to the Fund Description, including any prolongation of the Fund; of the Contributors’ 15 Business Days of their receipt; 30 Business Days of their receipt; (vii)approving the consolidated financial statements submitted by the Administrator within 30 Business Days of their receipt; and (viii)exercising other functions that may be necessary from time to time to contribute to the achievement of the objectives of the Fund. 5.5Members of the Partnerships Committees and the Contributors’ Committees Each Contributor to a Fund is entitled to designate a member that shall represent such Contributor in and the Contributors Committees. shall also be represented in and in each of the Contributors’ Committees. Unless otherwise decided by the Bank and the Contributors Committees, Third Party Financing pursuant to Article 3.1 of these Platform Rules does not entitle the respective Third Parties to be represented in the Partnerships Committees and the relevant Contributors’ Committee and to attend their meetings. Contributors shall each appoint a member and an alternate member (the later only participating in a meeting in the case of absence of the member) and communicate in writing their names and contact details to the Bank within 30 Business Days following the execution of the Contribution Agreement. Each Contributor shall inform the Bank about a replacement of a member or an alternate within 30 Business Days of their appointment. Both the member and the alternate shall be authorised to exercise the Contributor’s rights in the Partnerships Committees and in each of the Contributors’ Committees. The member or the alternate, in the absence of the member, may be accompanied by no more than one advisory staff. An individual may at the same time serve as a member or an alternate of more than one Contributor in the Partnerships Committees and/or each relevant Contributors’ Committee subject to the non-objection of the Bank. No voting rights shall be granted to other persons than the designated members and alternates. The number of the Bank’s representatives attending the meeting of and the Contributors’ Committees shall not be limited. If Commission becomes a Contributor to any of the Funds under the Platform, it shall be treated, for the purposes of these Platform Rules, as any other Contributor. and each Contributors’ Committee shall have a chairperson appointed by the EIB within 15 Business Days prior to the first scheduled meeting of such and each Contributors’ Committee or prior to the submission of first proposals for decision by the tacit procedure, as applicable. Such an appointment shall be communicated by the EIB to all the Contributors. A chairperson may be replaced by the EIB at its sole discretion at any time. The chairperson may invite representatives of governments, other institutions and entities to attend specific agenda items of meetings of the Partnerships Committees or the Contributors’ Committees as . Meetings of the Partnerships Committees and the Contributors’ Committees that may take place from time to time shall be organised in the Bank’s headquarters in , or in such other place as may be indicated by the Bank. It is foreseen that an annual conference shall be organised once per annum, open for all Contributors and aimed at promoting the activities under the Funds and creating an opportunity for fund-raising. Concurrently with such an annual conference, the Partnerships Committees shall meet within thematic and geographical windows, with the aim to discussing and advising on strategic issues, overall orientations and priorities. Contributors Committees shall meet on a needs be basis either physically or via video conference. The chairperson of each Contributors’ Committee may convene meetings at any time at his own initiative or if so decided in a previous meeting of the Contributors’ Committee, or at the request of the Contributors to the relevant Fund, whose Contributions Paid account for not less than one-third of the aggregate amount of all Contributions Paid in the relevant Fund. The Contributors’ Committees may conduct business electronically via email or with the use of other devices or services that may be indicated by the Bank and made available to the Contributors. Unless otherwise agreed in the Fund Description, decisions of the Contributors’ Committees are made as follows: a)during meetings, audio- or video conference meetings. Decisions taken during meetings are deemed binding if adopted by consensus. If no consensus can be reached, decisions can only be approved by Contributors representing at least: (i)2/3 of the total amount of the Contributions Paid actually received by the Bank since the inception of the Fund from the Contributors present or represented at such a meeting; and (ii)one-half plus one of the total number of Contributors to the Fund; b)in writing, through a tacit procedure where the Contributors shall be given 15 Business Days to vote following the receipt of the draft decision and the corresponding documents. Written procedure requests may be submitted, with corresponding documentation, at any time. Such requests are deemed approved unless Contributors representing more than 1/3 of the total amount of the Contributions Paid to the Fund reject the proposed decision. The Chairperson shall inform the members and alternates of each Contributors’ Committees of the respective outcome of the written procedure at the next meeting of the Contributors’ Committee and in cases where no meeting is foreseen to take place within 90 Business Days following the adoption of the decision, the Bank shall inform the Contributors in writing within 30 Business Days following the adoption of the decision. Rejected decision by way of written procedure shall be discussed at the next meeting of the Contributors’ Committee. In exceptional circumstances, the 15 Business Days period for tacit approval may be shortened by the chairperson in duly justified cases but in any case shall not be shorter than 5 Business Days. In relation to each Fund, Contributors representing not less than (i) one-half plus one, of the Contributors who have entered into a Contribution Agreement with the Bank relating to that Fund and (ii) one-half plus of the aggregate amount of all Contributions Paid in relation to that Fund since its inception, shall constitute a quorum at meetings of the relevant Contributors’ Committee. Representatives and alternates shall notify the Bank in writing of any comments or requests for further information and of any potential conflict of interest with regard to one or more points on the agenda, at least 5 Business Days before the date of the meeting. They shall withdraw from the voting on the items in case of which the potential conflict of interest has been identified. If a Contributor identifies that it has a potential conflict of interest in relation to a request for a decision to be taken by written procedure, it shall inform the chairperson of that potential conflict of interest. The chairperson shall decide whether or not the Contributor in question shall be permitted to vote on the written procedure and may decide that the decision must be submitted to a meeting of Contributors. Prior to any meeting of the Contributors’ Committee, the Administrator shall prepare an agenda and relevant documentation and provide them to each Contributor’s designated member and alternate in electronic form 15 Business Days prior to the meeting. 5.10 Minutes and disclosures Issues discussed during the Contributors’ Committee meeting and decisions made shall be recorded in the minutes of the meeting prepared by the Administrator. Draft minutes are circulated by the Administrator within 30 Business Days after the meeting to each member and alternate, for approval and/or comments, if any. Should amendments be requested by Contributors, the Administrator shall prepare and distribute final minutes for approval within 15 Business Days to all members and alternates of the Contributors’ Committee. In case of disagreements that cannot be resolved, the proposed amendment to the minutes shall be annexed to the minutes. The minutes shall, as a minimum, state the time and venue of the meeting, as well as the participants, the proceedings and the decisions adopted. If a decision is not unanimous, it shall be stated who voted for and who voted against. Minutes shall be signed by the Chairman. Minutes, shall, unless the contrary is proved, be conclusive evidence of the proceedings at a meeting. Correspondence concerning the meetings shall be addressed to the Administrator. All notices, correspondence or documents to be transmitted pursuant to these Platform Rules may be transmitted using electronic mail or delivered via standard mail. persons attending Partnerships or Contributors’ Committees’ meetings shall be required to observe the confidentiality of the Committees’ work and deliberations. They shall not divulge any confidential information coming to their knowledge during the performance of their duties to persons outside the Bank or the Partnerships or Contributors’ Committees other than to persons assisting them in the performance of their duties, provided that such persons are subject to the equivalent duty of confidentiality. Documents relating to such work and deliberations shall be for the use of those to whom they are addressed, who shall be responsible for their safekeeping and the preservation of their confidentiality. The minutes of meetings of Contributors, and decisions taken by written procedure, shall be considered confidential; however, the Bank or the chairperson of any Contributors’ Committee may publish or disclose decisions taken by the Contributors. Contributors do not receive remuneration and shall cover their own costs of participation unless otherwise decided in relation to any Fund by the Contributors of that Fund. APPROVAL PROCESS OF OPERATIONS 6.1Design and implementation of operations In order to ensure the quality of operations, the Bank shall make available Bank’s staff that will provide project expertise and high professional capacity and carry out the processes necessary to establish, implement and administer the operations efficiently. shall ensure that projects submitted for financing are technically, economically and financially viable. All projects undergo an ex-ante due diligence performed by sector experts and are monitored on a regular basis according to the Bank’s monitoring procedures and guidelines. Implementation is embedded into the different Bank departments, and the EIB staff includes, among others, loan officers, financial monitoring officers, sector specialists in charge of the design and monitoring of the technical substance of the project as well as providing oversight of climate, social and environmental considerations including gender equality, procurement, legal, financial and other issues as deemed necessary. The EIB external/local offices are also involved in all steps of the operation cycle as necessary. In addition, corporate secretariat officers shall ensure the efficient decision-making process for operational and other documents submitted to the Partnerships Committees and the Contributors Committees. 6.2Submission of operations for approval No operation may be submitted to the Contributors of any Fund for approval unless it has first been approved by the Governing Bodies of the Bank. Operations cannot be presented for approval in relation to a specific Fund if the total of all Contributions Paid in respect of that Fund (including Third Party Financing, as applicable) is lower than the amount necessary to finance the operation, after deduction of actual disbursements, existing commitments and administrative fees. 6.3Operations below a defined threshold Unless otherwise agreed in the Fund Description, for operations financed from a Fund up to a certain threshold to be defined for each Fund in the relevant Fund Description, the Contributors’ Committee fully delegates the authority for approving the allocation of Contributions Paid to the Bank’s Governing Bodies. ’s Governing Bodies’ decision on the allocation of Contributions Paid shall be guided by the eligibility criteria set out in the Fund Description. Operations approved by the Bank’s Governing Bodies shall be communicated, for information, to each member and alternate of the Contributors’ Committee within 15 Business Days following the Bank’s Governing Bodies’ approval. 6.4Operations above a defined threshold Unless otherwise agreed in the Fund Description, for operations above the threshold defined for each Fund, in addition to and subsequently to the Bank’s Governing Bodies’ approval, the Contributors’ Committee shall be responsible for approving the allocation of Contributions Paid, in accordance with the decision-making process described in Article 5.8 of these Platform Rules. Eligible Operations shall be placed on the list of the Eligible Operations managed by the Administrator. An approval of an operation remains valid for 24 months. If the relevant operation has not been signed by that time, the approval shall lapse unless prolonged for one or more additional periods of up to 12 months (provided that the effect of the extensions does not prolong the authorisation to more than four years from the date of the Bank’s Governing Bodies’ approval of the operation) by either (i) the Bank alone if the total amount of the considered operation does not exceed the threshold referred to in Article 6.3 of these Platform Rules or (ii) the Bank together with the Contributors’ Committee (using the non-objection procedure) if the total amount of the considered operation exceeds the threshold referred to in Article 6.4 of these Platform Rules. shall apply a fee structured to cover both: (i) costs incurred in administering the Platform and all the Funds under the Platform; and (ii) costs associated with implementing different types of Instruments under the Funds. The amount of fees owed to the Bank shall be deducted directly from the Fund Account. Unless otherwise agreed in the Fund Description, the fees charged to Contributors shall be the following: Administration fee shall be calculated as follows: (i)1 percent on the total committed Contribution, to be deducted by the Bank from the first instalment of such total committed Contribution; and (ii)0.25 percent per annum, calculated at the Platform level15 on the outstanding available funds as at of the relevant year, to be deducted by the Bank within one month after the end of the financial year. The amount of the management fees charged with respect to the management of any pooled investment portfolio or any other investment product directly managed by the EIB (such as the ) shall be deducted from the fee computed under this section. fee covers activities carried out to raise or access Contributors’ funds, account for the use of funds (audits, evaluations), management of Fund Outstanding Balances (such as costs arising from cash accounts, calculation agents, custody fees), communication and Contributor visibility, creation and maintenance of dedicated IT systems, Contributors engagement and all other costs to meet obligations placed on the Bank by Contributors. 15For the avoidance of doubt, “calculated at the Platform level” means that the fee of shall be calculated on the Fund Outstanding Balance for each Fund as at of the relevant year and deducted from the cumulative Contributions paid in by each Contributor to each Fund. Instrument fee shall be payable upon the approval of a given operation under the Fund, as follows: (i)Investment grants and interest rate subsidies: 1 percent; (ii)Technical assistance: 3.5 percent; and (iii)Financial instruments: 4.5 percent. Instrument fee covers the costs of the activity of multiple teams across the Bank contributing to various stages of the instrument management cycle, including the design of operations, the operations approval process, procurement, implementation and monitoring of operations, results and financial reporting, and other operational costs. For any additional request by a Contributor beyond those specified in these Platform Rules or in the Fund Description, additional fees may be applied by the Bank to the requesting Contributor. MANAGEMENT OF OUTSTANDING BALANCE 8.1Investment of Fund Outstanding Balance Each Contributor authorises the Bank to invest, at its discretion and at the risk of that Contributor, the Fund Outstanding Balance (pro-rata its Contribution Paid) in accordance with: (i)the Guidelines of the EIB (“Guidelines” to these Platform Rules), where the Platform Outstanding Balance is at least equal to 100,000,and an investment horizon of more than one year; or (ii)the in case where the Platform Outstanding Balance is lower than 100,000,or the investment horizon is less than one year. The Deed Poll and the Information Memorandum of the shall be submitted to each Contributor upon the Bank receiving the Contribution and, as the case may be, upon revision of these documents. shall be entitled to invest the Platform Outstanding Balance in the in accordance with this Article 8.1, and to divest the investments in the any time as necessary to implement an operation. For that purpose, each Contributor hereby authorises the Bank to sign and execute the relevant subscription and redemption forms on its behalf and to deduct any amount concerning subscriptions, and fees and costs charged by the from the Platform Outstanding Balance. 16Percentage calculated on the approved amount of the operation. The Contributors shall not interfere in the decision of the Bank to invest the Fund’s Outstanding Balance in accordance with the Platform Rules. 8.2Proceeds/losses from placement of Fund Outstanding Balance Such investments made from the Fund Outstanding Balance may lead to gains or losses and such gains or losses shall be borne by each Fund from which the associated investments were made. 8.3Investment tools and features The details of each investment tool and features available to the Bank in relation to Article 8.1 of these Platform Rules are set out in “Guidelines” to these Platform Rules. 8.4Liability arising from management of Fund Outstanding Balance shall only be bound to use its best endeavours (“obligation de moyens”) when carrying out its duties as manager of the Fund’s Outstanding Balance, which each Contributor expressly accepts. shall in any case only be liable towards the Contributor in case of gross negligence (“faute lourde”) or wilful misconduct (“faute dolosive”). Each Contributor is solely responsible for the transactions made on its behalf by the Bank in accordance with Article 8.1 of these Platform Rules. With regard to the assessment and evaluation of the possible performance and risks of an asset, the Bank’s liability is limited to gross negligence (“faute lourde”); this shall also apply to secondary contractual obligations. is only liable for direct damages and under no circumstances for any consequential or special damages (such as, for example, any loss due to an unexecuted transaction, loss of profit, loss of data, damaged or unreadable data, damage to goodwill, damage to reputation or waste of management time), which are triggered or occur as a result of any of the Contributors entering into these Platform Rules or their termination or suspension. Each Contributor agrees that the Bank does not guarantee any specific results and/or profits. Moreover, the Bank shall not be liable for any losses in the value of the Fund Outstanding Balance resulting from market fluctuations, from changes in the exchange rates or from any other reason, for fluctuations in the yield, for temporary overexposure of the Fund Outstanding Balance in relation to limits fixed in the Guidelines or of the EIB (due to the volatility of the markets, of other consequences, of errors of judgement or losses of opportunity when selecting investments, or for loss of opportunity at the level of the Contributor). Each Contributor acknowledges and accepts that the Bank may not at all times, be aware of all investment opportunities available in the financial markets. shall not be held liable for any depreciation suffered by any of the Contributors as a direct or indirect consequence of a change in the investment strategy applicable in the Asset