AFRICAN DEVELOPMENT BANK AFRICAN DEVELOPMENT FUND ,ffi
BOARDS OF GOVERNORS
FIFTY.FOURTH ANNUAL FORTY.FIFTH ANNUAL MEETING OF THE ADB MEETING OF THE ADF MALABO, EQUATORIAL GUINEA MALABO, EQUATORIAL GUINEA 11 -14 JUNE 2019 11 - 14 JUNE 2019
OFFICIAL RECORD
\Ñ FIFTY-FOURTH ANNUAL FORTY-FIFTH ANNUAL MEETING OF THE ADB MEETING OF THE ADF MALABO, EQUATORIAL GUINEA MALABO, EQUATORIAL GUINEA 11 - 14 JUNE 2019 11 - 14 JUNE 2019
OFFICIAL RECORD
II INTRODUCTION
1.1 The Fifty-Fourth Annual Meeting of the Board of Governors of the African Development Bank (ADB) and the Forty-Fifth Annual Meeting of the Board of Governors of the African Development Fund (ADF) were held jointly from 11 to 14 June 2019 at the Sipopo Conference Centre, Malabo, Equatorial Guinea. His Excellency, Mr. Gesar Augusto Mba ABOGO, Governor for Equatorial Guinea and Chairperson of the Boards of Governors presided over the deliberations in the presence of Dr. Akinwum¡ ADESINA, President of the African Development Bank Group.
1.2 Over two thousand (2000) participants attended the 2019 Annual Meetings, comprising Heads of State and their delegations, Governors, Alternate Governors, members of the Boards of Dírectors, delegates, business leaders, representatives of the private sector, civil society organizations, the media, observers as well as staff members of the Bank.
1.3 The Theme of the Meetings was: "Regional lntegration for Africa's Economic Prosperity". The plenary sessions were preceded by meetings of the subsidiary organs of the Boards of Governors. Various special events were held on the sidelines of the 2019 Annual Meetings.
III SPEC¡AL EVENTS
2.1 The Special events held during the Annual Meetings included a high-level presidential dialogue on boosting Africa's economic integration, the launch of the Africa Digital Financial lnclusion Facility (ADFI) on accelerating Africa's integration and development through digital financial inclusion, a breakfast session on transformative partnerships - solving Africa's power deficit through regional initiatives, and a discussion on regional integration: harnessing the potential of Equatorial Guinea. Knowledge events were also held on the following themes: Driving economic prosperity through regional integration - lessons from experience and opportunities ahead; open borders through private sector development - how regional infrastructure can boost growth and job creation; and integrating African farmers into regional and global value chains.
2.2 ln attendance at the special events were Heads of State and Government, leaders of regional and international institutions, members of the Diplomatic Corps in Equatorial Guinea, representatives of Non-Governmental Organisations, delegates, business leaders, observers, and the African Development Bank's Governors, Alternate Governors, Board Members, as well as Management and Staff. III/ GOVERNORS' DIALOGUE WITH THE BANK GROUP PRESIDENT
3.1 Another important event that took place during the Annual Meetings was the Governors' dialogue with the Bank Group President. The dialogue offered the President an opportunity to discuss with Governors the Bank Group's role in accelerating regional integration.
3.2 Governors acknowledged the progress made towards the establishment of the African Continental Free Trade Area but emphasized the importance of regional integration as catalyst for Africa's economic prosperity, and underscored the need for the Bank Group to support Regional Member Countries (RMCs) that have ratified the African Continental Free Trade Area Agreement in the areas of institutional and governance reforms, and the free movenlent of people, goods and services as key enablers of regional integration that will help stem irregular migration;
3.3 They expressed support for an adequately capitalized African Development Bank to help bridge the infrastructure finance gap in such areas as telecommunications, railroads, energy, digital economy, and areas where the Bank Group has a comparative advantage;
3.4 They urged the Bank Group to pursue its regional integration agenda in a sustainable and inclusive manner that ensures a win-win situation for every country on the African continent; and called for the strengthening of project preparation facilities particularly for low income countries to finance priority regional integration projects;
3.5 Governors pointed out the nexus between peace, security and stability and their impact on development and requested the Bank Group and other development partners to consider additional support to countries that are using a disproportionate portion of their resources to address threats to regional peace and security. They also encouraged the Bank to provide more resources under the ADF 15 replenishment to issues of fragility and regional integration, including support to the private sector in conflict and fragile countries;
3,6 They invited the Bank Group to step up efforts to improve public finance management and debt sustainability in RMCs as well as curb illicit financial flows from the continent, by strengthening dialogue in order to implement financial regulatory reforms that have the potential to attract investments;
3.7 Governors called for sustained focus on the climate agenda as well as a stronger commitment to gender equality and youth empowerment, support to the private sector, greater focus on public-private partnerships and human development. They also called for sustained lending and support for policy and regulatory reforms including the harmonization of trade related policies that foster a business-friendly environment and enhance regional integration;
3.8 Finally, they reiterated their support for the seventh General Capital lncrease (GCl-Vll) for the African Development Bank, which will contribute to strengthening regional integration.
2 tvl OPENING CEREMONY
4.1 The formal opening ceremony was held at the Gran Sala de Conferencias, Sipopo Conference Center, Malabo, Equatorial Guinea on 12 June 2019 under the auspices of His Excellency, Mr. Teodoro Obiang Nguema Mbasogo, President of the Republic of Equatorial Guinea, who was accompanied by the First Lady, Her Excellency, Mrs Constancia Mangue de Obiang. Other Heads of State and Government who attended the event were His Majesty King Letsie lll, King of the Kingdom of Lesotho; His Excellency Mr. Félix Antoine Tshilombo Tshisekedi, President of the Democratic Republic of Congo; and the Right Honorable Mr. Ambrose Mandvulo Dlamini, Prime Minister of the Kingdom of Eswatini. 4.2 Also in attendance were Honorable Minister, Mr. Louis Paul Motaze, representing His Excellency Mr. Paul Biya, President of the Republic of Cameroön; Hbnorable Minister, Ms. Claudine Uwera, representing His Excellency Mr. Paul Kagame, President of the Republic of Rwanda; Honorable Minister, Mr. Felix Moloua, representing His Excellency Mr, Faustin Archange Touadera, President of Central African Republic; Honorable Minister, Mr. Adama Kone, representing His Excellency Mr. Alassane Ouattara, President of the Republic of Cote d'lvoire; The Right Honorable Mr. Francisco Pascual Obama Asue, Prime Minister of the Republic of Equatorial Guinea; Ms. Teresa Efua Asangono, President of the Senate of the Republic of Equatorial Guinea; Mr. Guadensio Muaba Mesu, President of the Lower House of Parliament of the Republic of Equatorial Guinea; Mr. David Nguema Obiang, President of the Constitutional Court of the Republic of Equatorial Guinea; and Ms. Coloma Ejang Mbengono, Mayor of the City of Malabo, Republic of Equatorial Guinea.
4.3 Members of Government of the Republic of Equatorial Guinea, Members of Parliament of the Republic of Equatorial Guinea, the Secretary General of the Party of the Republic of Equatorial Guinea and Members of the Diplomatic Corps and Representatives of lnternational Organizations accredited to the Republic of Equatorial Guinea also attended the event. 4.4 The opening ceremony was marked by the speeches of Mr. Cesar Augusto Mba Abogo, Governor for Equatorial Guinea and Chairperson of the Boards of Governors; Dr Akinwumi Adesina, President of the African Development Bank Group; and His Excellency, Mr. Teodoro Obiang Nguema Mbasogo, President of the Republic of Equatorial Guinea, who officially declared open the 54th Annual Meeting of the African Development Bank and 45th Annual Meeting of the African Development Fund. 4.5 ln his opening statement, Mr. Cesar Augusto Mba Abogo, welcomed allthe delegates to his country and wished them a pleasant stay in Malabo. He then weaved his opening speech around the concepts of "Resilience" and "Utopia". 4.6 He stated that the concept of resilience has enabled his country to rise from one of the poorest countries in the 1980s to a peaceful country that has improved its infrastructure and the quality of life of its people through good leadership, careful planning and the prudent use of its natural resources. ln that regard, he invited the delegates to go beyond Malabo and visit other regions of the country to appreciate the achievement the country has recorded in the development of infrastructure. He also informed the gathering that the country recently unveiled a new national development plan to replace its 2007 plan, which had guided the development and transformation of the country during the last decade. 4.7 With regard to "Utopia", the Governor stated that the concept has enabled his country to control its destiny, address its numerous challenges, including that of growing y
'dü population and the need for job creation, and in the process achieve strides that would have been considered impossible in the past. He then compared the theme of the 2019 Annual Meetings with the concept of utopia given that most people would have considered regional integration impossible a few decades ago. He therefore encouraged the Bank to continue working towards the integration of the Central Africa region and the Continent as that would also have potential benefits to his country, Equatorial Guinea. He described development as a pathway to utopia, wished the delegates a pleasant stay in his country and reiterated his invitation for them to go beyond Malabo to experience the warm hospitality of the people of Equatorial Guinea. 4.8 The President of the Bank Group, Dr Akinwumi Adesina welcomed the delegates to the 2019 Annual Meetings and expressed gratitude to the President, Government and people of Equator,ial Guinea for hosting the events. He also lauded the achievement of the country in the area of infrastructure and also in youth development, as demonstrated by the appointment of a young Minister as AfDB Governor and facilitating lT innovations by young people in the country.
4.9 Given that the 2019 Annual Meetings in Malabo was the first time that the Bank Group was organising its Annual Meetings in the Central Africa region, the President outlined the Bank Group's huge investment in the region amounting to US$13 billion in areas such as supporting the laying of fibre optic cable and the strengthening of climate resilience, and pointed out that for every dollar invested, the region had leveraged an incredible return of 36 US Dollars. 4.10 On the theme of the 2019 Annual Meetings, the President explained that following the adoption of the theme of Energy and Light up Africa in 2016 in Zambia, Feed Africa in 2017 in lndia, lndustrialise Africa in 2018 in the Republic of Korea, the theme of Regional lntegration selected for the 2019 Meetings in Malabo is based on lntegrate Africa, the fourth of the Five High priorities (High Fives) of the Bank Group. He further explained that regional integration was crucial for Africa's accelerated development, thus the importance of connecting landlocked countries, promoting free movement of goods and people and investing beyond countries' borders.
4.11 In this regard, the President welcomed the African Continental Free Trade Area, which will make Africa the largest free trade zone in the world with a combined GDP of US$3.3 trillion and help to accelerate regional integration. On its part, the Bank Group has always provided support through the development of critical infrastructure, such as the INGA Dam in the DRC; the Corridor 13 road linking Congo Brazzaville, CentralAfrican Republic and Chad; and the Senegambia bridge. Aside from infrastructural investments, the Bank Group had also invested in trade finance, integration of financial markets and mobilizing resources for the development of Africa, including the convening of the inaugural Africa lnvestment Forum, which resulted in commitments worth US$38.7 billion.
4.12 To foster the integration of Africa, the President called for the bringing down of walls, as the Visa free movement of people is crucial for the promotion of investments. He also advocated the involvement of women and stated that the Bank Group had initiated the Affirmative Finance Action for Women in Africa to leverage US$3-5 billion for women businesses in Africa. 4.13 Finally, President Adesina emphasized that development initiatives were not just about money, but development impact. Given the huge development needs of the continent, Africa needs to think big and deserves more, which is why the Bank Group is seeking additional support from shareholders within the context of the seventh General CapitEl 4t yNl lncrease and fifteenth African Development Fund replenishment discussions. He expressed the confidence that Governors will provide the required support to make the Bank much stronger and fit for the fulfilment of its mandate. 4.14 ln his statement, the President of Equatorial Guinea, His Excellency Mr. Teodoro Obiang Nguema Mbasogo, welcomed the delegates to his country, especially his fellow Heads of State and Government and stated that their presence in large numbers was a demonstration of the importance they attach to mutual solidarity, cooperation and the development of the continent. 4.15 Reviewing the history of Equatorial Guinea, the city of Malabo and the Sipopo Conference center where the Annual Meetings were being held, the Head of State explained how his country has developed from one of the poorest at independence with a social fabric torn by internal conflicts inherited from colonization to its current status as a nation that is able to meet its challenges and embark on a path of development with visible results. He attributed this achievement to the support of friendly countries but mainly to the efforts of the authorities and people of Equatorial Guinea. The country, with the primary objective of improving the living conditions of its people, has invested heavily in four important areas of development, namely, investment in infrastructure, improvement of governance, investment in human capital and the diversification of financial resources. This approach has enabled the country to build roads linking its different regions, and hospitals, schools and other basic infrastructure, thus improving the living conditions in local communities. The investment in human capital has produced a large number of civil servants and sent many young people to train abroad. To ensure better use of resources, including oil revenue, the nation regularly organizes the National Economic Conference, which brings together the authorities, the civil society and the private sector to discuss the future development trajectory of the country. 4.16 The President pointed out that the organization of the Annual Meetings is a privilege for the country and coincides with the period when the country is focusing on the diversification of its economy and the consolidation of social equity. He welcomed the theme of the 2019 Annual Meetings, stressing that regional integration is essential to the success of the African Union Agenda 2063 and to the achievement of the Sustainable Development Goals. He outlined his country's effort to strengthen international diplomacy and contribute to the various initiatives for Africa, including the contribution of $30 million to the African Solidarity Trust Fund to combat hunger, poverty and malnutrition on the continent. He then reiterated Equatorial Guinea's commitment and support to the different programs for the integrated development of Africa. 4.17 The President of the Republic lauded the work done by the Bank Group President and his team and the impact of the Bank's development activities and encouraged the institution to keep the momentum. He also thanked the Governors for supporting the Bank and invited them to be mindful that their decisions will help to improve the Bank's ability to fulfil its development mandate and define the future of the continent. 4.18 ln conclusion, the President reiterated the importance that Equatorial Guinea attaches to regional integration, and assured participants that the country is open for business and has created the enabling environment for investment. He then declared the 2019 Annual Meetings open and wished the participants fruitful deliberations.
5 vt BOARDS OF GOVERNORS' PLENARY SESSION
5.1 Adoption of the Revised Provisional Agenda 5.1.1 The Boards of Governors adopted the Revised Provisional agenda as amended to incorporate the offer of the Republic of Côte d'lvoire to host the 2020 Annual Meetings, which previously was to be hosted by the Bank Group. 5.2 Adoption of the Report of the Joint Steering Committee
5.2.1 The Rapporteur of the Joint Steering Committee, the Governor for Togo, presented a summary of the recommendations of the meeting of the Joint Steering Committee of the Boards of Governors of the African Development Bank and the African Development Fund, which took place on 'fuesday, 11 June 2019, in Malabo, Equatorial Guinea.
5.2.2 The Boards of Governors thanked the Governor for Togo, approved the recommendations made by the Committee and adopted the related resolutions.
5.2.3 The Board of Governors of the Bank took note of the abstention of the United States of America on the allocation and distribution of the net income of the African Development Bank for the year ended 31 December 2018. 5.3 Report of the Standing Committee on the conditions of service of elected officers 5.3.1 The Chairperson of the Standing Committee, Ms. Olga Ghislaine Ebouka-Babackas, Governor for Congo, presented a summary of the recommendations of the Standing Committee meeting held on 9 April 2019 in Washington, DC, USA.
5.3.2 The Board of Governors thanked the Governor and, following a frank and lengthy discussion, requested the Secretariat to organise a ballot before the end of the 2019 Annual Meetings to enable the Governors decide on each of the three recommendations made by the Committee to:
(i) approve a 260/o increase in the base salary of the President for the period 2016 to 2018 with effect from 1 January 2016 in order to normalise the temporary return allowance;
(ii) approve a 4% increase in the President's salary for the period 2019 with effect from 1 January and;
(ii¡) approve a 2.45% increase in the salary of Executive Directors for the period 2019 with effect from 1 January.
5.3.3 As instructed by the Board of Governors, the Secretariat conducted the ballot. Seventy two (72) Governors, representing 89.76% of the total voting powers of members participated in the ballot, thereby attaining the quorum of 70% of the total voting powers of members.
5.3.4 The results of the ballot were as follow:
i) 69.02% of the voting power voted in favour of the recommendation to approve a 260/o increase in the base salary of the President for the period 2016 to 2018 h 6 effect from 1 January 2016 in order to normalise the temporary return allowance, 22.62% voted against it while 8.36% abstained.
Considering that matters before the Board of Governors are decided by a majority of sixty-six and two-thirds percent of the voting power represented at the meeting, the recommendation to approve a 26% increase in the base salary of the President for the period 2016 to 2018 with effect from 1 January 2016 in order to normalise the temporary return allowance was adopted.
ii) On the second recommendation for a 4o/o increase in the President's salary for 2019 with effectfrom 1 January, 57.68% voted in favour, 33.220/o voted against and 9.10% abstained.
Considering that matters before the Board of Governors are decided by a majority of sixty-six and two-thirds percent of the voting power represented at the meeting, the recommendation to approve a 4o/o increase in the President's salary for 2019 with effect from 1 January was not adopted.
i¡i) On the third recommendation to approve a2.45% increase in the salary of Executive Directors for the period 2019 with effect from 1 January, 66.02% of voting power were in support, 33.15% were against and 0.83% abstained.
Considering that matters before the Board of Governors are decided by a majority of sixty-six and two-thirds percent of the voting power represented at the meeting, the recommendation to approve a 2.45% increase in the salary of Executive Directors for 2019 with effect from 1 January was not adopted.
5.3.5 The Board of Governors also took note of the designation of the Governor for The Gambia as the Chairperson of the Standing Committee for the period starting at the end of the 2019 Annual Meetings to the end of the 2020 Annual Meetings.
5.4 Report of the Steering Committee on the Election of the President
5.4.1 The Rapporteur of the Steering Committee, the Governor for the United Kingdom, presented a summary of the recommendations of the Steering Committee meeting held on 10 April 2019 in Washington, DC, USA.
5.4.2 The Board of Governors thanked the Governor and approved the following timetable and procedure for the invitation, deposit and verification of conformity of individual candidatures for the post of President of the Bank with the conditions of eligibility set
forth under Article 36 of the Bank Agreement :
i) On 1 July 2019, the Secretary General will communicate to all Governors of the Bank regarding the commencement of the electoral cycle, an invitation to regional member states to submit candidatures for the Office of President of the Bank, with a closing date and time for the receipt of candidatures of 31 January 2020 not later than 5:00 p.m., Abidjan local time;
¡i) Candidatures for the Office of President of the Bank shall be deposited by the Governor for the regional Member State of which the candidate is a 7 ,/[lJ national with the Secretary General of the Bank. The Secretary General would thereafter transmit the said nomination to the Steering Committee of the Board of Governors.
i¡i) After the Steering Committee has checked that all candidatures meet the requisite criteria, the Secretariat will transmit the list of candidates to the Board of Governors on 21 February 2020. The date for the election of the President of the Bank will be 28 May 2020.
5.4.3 Governors also approved the proposal to allow Management to explore the possibility of using electronic voting system at the Bank after the 2020 elections, as it would lead to transparency, speed, reliability, accuracy and modernisation. However, they requested for a written proposal incorporating details such as the advantages and disadvantages of the system, the technical capacity of the Bank to implement, the security and integrity of the system, the timeline for implementation, the cost implications as well as the procedure to ensure compliance with existing rules.
5.5 Report of the Eighteenth Meeting of the Governors' Gonsultative Gommittee
5.5.1 The Rapporteur of the Governors' Consultative Committee, the Governorfor Cameroon, presented a summary of the progress made in the discussion of the seventh General Capital lncrease for the Bank, especially following the Committee meeting held on 11 June 2019 in Malabo, Equatorial Guinea.
5.5.2 The Board of Governors thanked the Governor and took note of the progress made. The Governors noted that GCC members had resolved to hold its last meeting in September 2019 in Sharm El Sheikh, Egypt to agree on a revised Matrix of Commitments and preferred financing scenario and make recommendations to the Board of Governors.
5.5.3 The Board of Governors therefore decided to schedule an extraordinary meeting in October 2019 in Abidjan to consider the last report of the GCC and approve its recommendations.
5.6 The General Election of Members of the Board of Directors of the Bank and the Selection of the Members of the Board of Directors of the Fund
5.6.1 The Board of Governors of the Bank elected twenty (20) Executive Directors, as listed below, to serve on the Board of Directors of the Bank for a maximum term of three years with effect from 1 August 2019 and adopted the related Resolution.
NAME COUNTRY OF ORIGIN
i) Ms. Kenyeh BARLAY Sierra Leone ii) Mr. Paal BJØRNESTAD Norway rii) Mr. Chris CHALMERS United Kingdom iv) Mr. Amos Kipronoh CHEPTOO Kenya v) Ms. Catherine CUDRE-MAUROUX Switzerland vi) Mr. Cornelius K. DEKOP Botswana vii) Mr. Moussa DOSSO Côte d'lvoire viii) Mr. Steven DOWD USA
8 ix) Mr. Mohamed EL GHOLABZOURI Morocco x) Mr. Abdulhakim Mohamed ELMISURATI Libya X¡) Ms. Judith KATEERA Zimbabwe xii) Mr. Dominique LEBASTARD France xiii) Ms. Mmakgoshi LEKHETHE South Africa xiv) Mr. Said MAHERZI Algeria XV) Ms. Maimouna NDOYE SECK Senegal xvi) Dr. Bright OKOGU Nigeria xvii) Mr. David STEVENSON Canada xviii) Mr. Takuji YANO Japan xix) Mr. Ahmed Mahmoud TAYED Egypt
5.6.2 The Board of Governors noted that the constituency consisting of Burundi, Cameroon, Central African Republic, Chad, Congo and the Democratic Republic of Congo will communicate the name of the candidate from the Democratic Republic of Congo to the Bank.
5.6.3 The Board of Governors of the Fund selected seven (7) non-regional Executive Directors, as listed below, to serve on the Board of Directors of the Fund for a maximum term of three years with effect from 1 August 2019 and adopted the related Resolution.
i) Mr. Paal BJORNESTAD ii) Mr. Chris CHALMERS iii) Ms. Catherine CUDRE-MAUROUX iv) Mr. Steven DOWD v) Mr. Dominique LEBASTARD vi) Mr. David STEVENSON vii) Mr. Takuji YANO
5.6.4 The Board of Governors noted that the President of the Bank would designate the seven representatives of the Bank on the ADF Board.
5.6.5 The Boards of Governors congratulated the newly elected Executive Directors and assured them of Governors' confidence as they carry out their mandates. The Boards of Governors also thanked the outgoing Executive Directors for their services to the Bank and the continent and wished them success in their future endeavors. VI/ SUMMARY OF THE KEY POINTS OF GOVERNORS' STATEMENTS
6.1 The Governors expressed their profound gratitude to the President, Government and people of Equatorial Guinea for the warm welcome and hospitality extended to delegates. Governors welcomed the theme of the Annual Meetings and the Bank's efforts to provide necessary finance for regional integration; and pledged support to the realization of the Bank's integration agenda.
6.2 They noted the challenges of drop in commodity prices, limited industrialization and lagging agricultural productivity, welcomed the continued recovery of African countries from the commodity price shocks; and encouraged reforms and diversification in resource-intensive economies to boost economic growth.
6.3 Governors pointed out the enormous investment deficits, particularly in infrastructure, and the high risk of debt distress, and called on the Bank to dialogue with Regional Member Countries in the area of debt management and the development of capabilities
9 to implement high quality projects that generate economic growth and revenue to service the debt.
6.4 They also urged the Bank to foster growth by building infrastructure to boost economic activity, fostering private sector development, strengthening countries' economic governance, combating corruption, and ensuring greater transparency to lift people out of poverty.
6.5 Governors commended the Bank for the attention it is giving to gender equality and highlighted the need to deepen its effort in that regard. They also emphasised the need to address fragility and build resilience in transition states and conflict-affected regions. They requested the Bank to strengthen its support to fragile states.
6.6 Governors acknowledged the importance of the discussions on the GCI Vll and ADF 15 and expressed their willingness to work with the Bank towards a successful capital increase and ADF replenishment within the year 2019.
6.7 They called on the Bank to strengthen its institutional capacity, boost the quality of operations, and be more selective. They also underscored the need to safeguard the Bank's long-term financial sustainability and maintain a diversified portfolio.
6.8 Governors welcomed the progress made in the implementation of the DBDM reform agenda but pointed out that more needs to be done actively to address the risks, coordination challenges, and rising cost implications of the transition to a more decentralized structure that will ensure effective and efficient delivery.
6.9 Governors noted the need to manage for results rather than lending volume, and firmly prioritize the Bank's areas of core competencies and keep the Bank on firm financial footing.
6.10 Governors further urged the Bank to focus more robustly on accountability and ensure fully resourced oversight functions. They also urged the Bank to increase its focus on the management of human resources, the building of institutional capacity to enhance connectivity, improve the lives of millions of Africans through promotion of inclusive growth and poverty reduction in Africa.
6.1 1 Finally, Governors assured the Bank of their continued support
nce H Secretary General of African Development Bank Group
t0 ANNEXES
Annex l: Resolutions adopted at the 2019 Annual Meetings
Annex 2: Report of the Meeting of the Joint Steering Committee held on l1 June 2019
1t ANNEX 1
AFRICAN DEVELOPMENT BANK AFRICAN DEVELOPI,TENT FUND
BOARDS OF GOVERNORS
FIFTY-FOURTH ANNUAL FORTY.FIFTH ANNUAL MEETING OF THE ADB MEETING OF THE ADF
MALABO, REPUBLIC OF EQUATORIAL GUINEA 11rH _ 14rH JUNE 2OL9
RESOLUTIONS ADOPTED AT THE 2OL9 ANNUAL MEETINGS AF'RICAN DEVELOPMENT BANK
BOARD OF GOVERNORS
Resolution BÆG/2019/0 1
Adopted at the First Sitting of the Fift.v-Fourth Annual Meeting of the African Development Bank. on l2 June 2019
Bv-Election of an Executive Director of fhe Africen Develonment Rank
THE BOARD OF GOVBRNORS,
HAVING RBGARD TO:
(i) The Agreement Establishing the African Development Bank (the "Bank Agreement"), in particular Articles 29(l) (Board of Governors: Powers),33(1) (Board of Directors: Composition),35(3) (Voting), and Annex B to the Bank Agreement, containing the Rules of Procedure Governing the Election of the Members of the Board of Directors of the African Development Bank (the "Bank");
(ii) The Rules for the Election of Executive Directors of the African Development Bank contained in Resolution B IBG /2002/ 0 4; and
(iii) The maximum term limits for members of the Board of Directors of the Bank, set forth in Article 33(4) of the Bank Agreement;
RECALLING:
(i) Resolution BlBGl20l0/10 adopted on 27 l|lday 2010 concerning the increase in the number of Executive Directors under Article 33(l) of the Agreement Establishing the African Development Bank;
( ii) Resolution B/BGl20l6l07 on the General Election of Executive Directors adopted on 26 }l4ay 2016 by which this Board elected the members of the Board of Directors of the Bank, for a term not exceeding the maximum applicable term limits for Executive Directors with effect from 1't July 2016; and
NOTING that Governors nominated only one candidate for the electoral seat to be filled, and that the said candidate is duly qualified to discharge the functions of Executive Director of the Bank;
DECLARES that:
(i) The person, whose name appears below, in the order of magnitude of the total shareholding that counted towards her election, is duly elected as a member of the Board of Directors of the Bank, with effect from the date specified for that purpose; and
(ii) In accordance with Article 33(4) of the Bank Agreement, which sets the maximum term limits for Executive Directors, the Executive Director shall not serve beyond the maximum term limit applicable to Executive Directors. a
Executive Director Countries Represented * Yg!!.Ug@I** Date of Assumntion of Dutv
Ms. Federica DIAMANTI Italv 2.450 I November 2018 United Kingdom 1.814 The Netherlands 0.897
Total 5.1611
Note: ¡fi The Executive Director's country of origin is underlined. t* ADB Voting Powers as at 3l lllf.ay 2019.
I A slight difference may occur in the total due to rounding. AFRICAN DEVELOPMENT FUND
BOARD OF GOVERNORS
Resolution F/BG/2019/02
Adooted at the First Sittins of the Fortv-Fifth Annual Meetins of the African Development Fund. on 12 June 2019
Selection of an Executive Director of the African Development Fund
THE BOARD OF GOVERNORS,
HAVING REGARD to the relevant provisions of the Agreement Establishing the African Development Fund (the "Fund Agreement"), in particular Articles 23(l) (Board of Governors: Powers),27 (Board of Directors: Composition) and 29 (Voting), as well as Schedule B to the Fund Agreement;
RECALLING ResolutionFlBGl20l6/05 on the Selection of Executive Directors, adopted on26May 2016 by which this Board selected the members of the Board of Directors of the Fund, with effect from 1 July 2016;
DECLARES that the person, whose name appear below, is a duly selected member of the Board of Directors of the African Development Fund, with effect from the date specifìed for that purpose:
Executive Director Countries Represented * Yq!!!.@** Date of Assumption of Dutv
Ms. Federica DIAMANTI Italv 2.819 I November 2018 United Kingdom 5.044 The Netherlands 2.r83
Total 10.0462
Note: * The Executive Director's country of origin is underlined. ** ADF Voting Powers as at 3 | }l4ay 2019.
2 A slight difference may occur in the total due to rounding. AFRICAN DEVELOPMENT BANK
BOARD OF GOVERNORS
Resolution BIBG/2O 19/02
Adopted at the Third Sitting of the Fift,v-Fourth Annual Meeting of the African Development Bank. on 13 June 2019
The General Election of the Executive Directors of the African Develonment Bank
THE BOARD OF GOVERI\ORS,
HAVING REGARD TO:
(i) The Agreement Establishing the African Development Bank (the "Bank Agreement"), in particular Articles 29(l) (Board of Governors: Powers),33(1) (Board of Directors: Composition),35(3) (Voting), and Annex B to the Bank Agreement, containing the Rules of Procedure Governing the Election of the Members of the Board of Directors of the African Development Bank (the "Bank");
(ii) The Rules for the Election of Executive Directors of the African Development Bank; and
(iii) The maximum term limits for members of the Board of Directors of the Bank, set forth in Article 33(4) of the Bank Agreement;
RECALLINGResolutionNoBlBGlz}lD/l0adoptedbythisBoard on2T.}i4ay 20l0bywhichthisBoarddecided to increase the number of Executive Directors under Article 33(l) of the Agreement establishing the African Development Bank;
NOTING that Governors have nominated only one candidate for each electoral seat, and that each of the said candidates is duly qualified to discharge the functions of Executive Director of the Bank;
DECLARES that:
(i) The nineteen (19) persons3 whose names appear below, in the order of magnitude of the total shareholding that counted towards the election of each of them, are duly elected as members of the Board of Directors of the Bank, with effect from I't August 2079;and
(iii) In accordance with Article 33(4) of the Bank Agreement, which sets the maximum term limits for Executive Directors, no Executive Director shall serve beyond the maximum applicable term limit;
3 The Democratic Republic of Congo will nominate a candidate as the twentieth Executive Director in due course. 2
Bxecutive Director Countries Represented d< Normalized þ!4g-Powers**
Mr. Steven DOWI) United States of America t6.171 Total l6.t7t
Dr. Bright OKOGU Nigeria 15.914 Sao Tome & Principe 0.131 Total of Constituency 16.045
Mr. Takuji YANO Japan 13.407 Austria 1.111 Brazil 0.745 Saudi Arabia 0.495 Argentina 0.241 Total of Constituency 16.000
Mr. David STBVENSON Canada 9.3 80 China 2.969 Korea Ll95 Kuwait l.lll Turkey 0.966 Total of Constituency 15.622
Ms. Catherine CUDRE-MAUROUX Switzerland 3.597 Germany I 0.1 56 Portugal 0.561 Luxembourg 0.458 Total of Constituenqy 14.772
Mr. Dominique LEBASTARI) France 9.176 Spain 2.605 Belgium 1.588 Total of Constituency 13.369
Mr. Chris CHALMERS United Kingdom 4.396 Italy s.93 8 Netherlands 2.t74 Total of Constituency 12.s07
Note: :f( The Executive Director's country of origin is underlined. ,f(* ADB Normalized Voting Powers as at 3l May 2019. Normalized voting power, as used in this context, means raising the total voting power ofeach regional group to I 007o, as opposed to what such voting power represents as the actual percentage of the total voting power of all member countries. 3
Executive Director Countries Represented Normalized Votinq Powers
Mr. Paal BJØRNESTAD Norway 2.894 Sweden 3.852 Denmark 2.878 Finland t.215 India 0.721 Total of Constituenc)¡ 11.5s9
Mr. Ahmed Mahmoud Z^YE,D Egypt 9.648 Djibouti 0.048 Totalof Constituency 9.696
Ms. Mmakgoshi LEKHETHE South Africa 8.672 Eswatini 0.210 Lesotho 0.113 Total of Constituency 8.995
Mr. Mohamed EL GHOLABZOURI Morocco 6.165 Tunisia 2.412 Togo 0.287 Totalof Constituency 8.864
Mr. Said MAHERZI Algeria 7.285 Madagascar 1.125 Guinea Bissau 0.047 Totalof Constituency 8.457
Mr. Amos Kipronoh CHEPTOO Kenya 2.336 Ethiopia 2.713 Tanzania 1.318 Uganda 0.722 South Sudan 0.646 Rwanda 0.241 Eritrea 0.069 Seychelles 0.064 Total of Constituency 8.110
Mr. Moussa DOSSO Côte d'Ivoire 6.396 Guinea 0.704 Equatorial Guinea 0.266 Total of Constituenc)¡ 7.366 4
Executive Director Countries Rer¡resented Normalized Voting Powers
Ms. Judith KATEERA Zimbabwe 2.974 Angola 2.011 Mozambique 1.079 Namibia 0.604 Total of Constituency 6.668
Ms. Maimouna NDOYE SECK Senegal 1.803 Gabon 1,728 Mali 0.753 Burkina Faso 0.657 Niger 0.395 Cabo Verde 0.126 Comoros 0.030 Total of Constituency 5.492
Vacant Democratic Republic of Congo 2.171 Burundi 0.421 Cameroon 1.863 Central African Republic 0.088 Chad 0.r23 Congo 0.746 Total of Constituency 5.412
Mr. Cornelius K. DEKOP Botswana 1.848 Zambia 1.906 Mauritius 1.124 Malawi 0.405 Total of Constituency 5.282
Ms. Kenyeh BARLAY Sierra Leone 0.462 Ghana 3.554 Sudan 0.512 Liberia 0.344 The Gambia 0.261 Total of Constituency 5.133
Mr. Abdulhakim Mohamed BLMISURATI Libya 3.955 Mauritania 0.1 13 Total of Constituency 4.068
DECIDES for the purpose of the present General Election of the Board of Directors to waive the requirement that no person who receives less than frve and one half percent (5.5%) of the normalized total voting power of regional members or twelve percent (12%) of the normalized total voting power of the non-regional members shall be considered as elected. AFRICAN DEVELOPMENT FUND
BOARD OF GOVERNORS
Resolution F/BG/201 9/03
Adopted at the Third Sitting of the Fort),-Fourth Annual Meeting of the African Development Fund" on 13 June 2019
Selection of the Executive Directors of fhe African T)evelonment Fund
THE BOARD OF GOVERNORS,
HAVING REGARD to the relevant provisions of the Agreement Establishing the African Development Fund (the "Fund Agreement"), in particular Articles 23(l) (Board of Governors: Powers), 27 (Board of Directors: Composition) and 29 (Voting), as well as Schedule B to the Fund Agreement;
RECALLING ResolutionNo FlB3lz}l}ll I adopted by this Board on27 May 2010 by which this Board decided to increase the number of Executive Directors under Article2T(l), (2) and (3) of the Agreement establishing the African Development Fund;
DECLARES that the following seven (7) persons whose names appear below are duly selected members of the Board of Directors of the African Development Fund, with effect from 1 August 2019. ,,
Executive Director Countries Represented Votins Powers
Mr. Chris CHALMERS United Kingdom 5.044 Italy 2.819 Netherlands 2.183 Total of Constituency 10.046
Ms. Catherine CUDRE-MAUROUX Switzerland 1.931 Germany 5.375 Portugal 0.330 Luxembourg 0,03 8 Total of Constituency 7.674
Mr. Paal BJORNESTAD Norwa)¡ 2.342 Sweden 2.616 Denmark 1.251 Finland 0.995 India 0.181 Total of Constituency 7.385
Mr. Dominique LEBASTARI) France 5.294 Spain L074 Belgium 0.978 Totalof Constituency 7.346
Mr. Takuji YANO Japan 5.290 Austria 1.002 SaudiArabia 0.508 Brazil 0.235 Argentina 0.003 Total of Constituency 7.038
Mr. David STEVENSON Canada 3.347 China 1.058 Korea 0.570 Kuwait 0.336 Turkey 0,069 Total of Constituènc)¡ 5.379
Mr. Steven DO\ilD United States of America s.tt7 Total 5.117 AFRICAN DBVELOPMBNT BANK AFRICAN DEVELOPMENT FUNI)
BOARDS OF GOVERNORS
Resolution BIBG/2019/03 - FÆG/2019/04
Adopted at the First Sitting of the Fiftv-Fourth Annual Meeting of the African Development Bank and the Fortv-Fifth Annual Meetins of the T)evelonment Fund- on l2 June 2019
Extension of the Term Current Executive Directors to 31 Julv 2019 and Adiusfment of the Commencement of the Term of Nerv Executive I) to 1Auç¡usf 2019
THE BOARDS OF GOVERNORS,
HAVING REGARD TO:
(i) The Agreement Establishing the African Development Bank (the "Bank Agreement"), in particular Articles 29 (Board of Governors: Powers),33 (Board of Directors: Composition),35 (Voting) and Annex B to the Bank Agreement containing the Rules of Procedure Governing the Election of the Members of the Board of Directors of the African Development Bank (the "Bank");
(ii) The Agreement Establishing the African Development Fund (the "Fund Agreement"), in particular Articles 23 (Board of Governors: Powers), 27 (Board of Directors: Composition), and Schedule B to the Fund Agreement on the Designation and Selection of Directors ofthe African Development Fund (the "Fund");
(ii i) The Rules for the Election of Executive Directors of the Bank contained in Resolution BlBGl2002/04; and
(iv) The maximum term limits for members of the Board of Directors of the Bank, set forth in Article 33(4) of the Bank Agreement;
RECALLING:
(i) Resolution BlBGl2}l}lll andFlBcl20l0l04 adopted by these Boards on27 .trl4ay 2010 concerning the increase in the number of Executive Directors under Article 33(l) of the Bank Agreement and Article 27(l) of the Fund Agreement;
(ii) Resolution BlBGl20l6/07 adopted on26May 2016by which the Board of Governors of the Bank elected Executive Directors with effect from I July 2016; and
(iii) Resolution F/BG/2016105 adopted on26May 2016by which the Board of Governors ofthe Fund selected the Executive Directors with effect from 1 July 2016;
NOTING that the Bank and the Fund encounter operational and administrative challenges associated with the exit and on-boarding processes for outgoing and incoming Executive Directors;
DESIROUS to extend the term of current Executive Directors to enable a smooth transition between the outgoing and incoming Executive Directors; 2
DECIDE that:
(i) The current mandate of the Executive Directors of the Bank and the Fund will be extended by one (l) month to 3l July 2019, provided that no Executive Director who has served the maximum cumulative period of six (6) years shall be eligible for this extension; and
(ii) The term of new Executive Directors will be adjusted to commence on 1 August 2019. AFRICAN DEVELOPMENT FUND
BOARD OF GOVBRNORS
Resolution FÆG/2019/05
Adopted at the First Sitting of the Forly-Fifth Annual Meeting of the African Development Fund. on 12 June 2019
Participation of lreland in the African Development Fund
THE BOARD OF GOVERNORS,
HAVING REGARD to the relevant provisions of the Agreement Establishing the African Development Fund (the "Fund Agreement"), in particular Article 3(3) (Participation: New State Participants), 55(1) (Ratification, Acceptance or Approval) and 57(2) (Participation: Effective Date of Participation), and the General Regulations of the African Development Fund (the "Fund"), in particular Article 13 (Application for Participation);
HAVING REGARD:
(i) The Declaration of Intent presented by Ireland to the Fund in letters dated 8 February 2018,24 July 2018, 20 December 2018, and 19 February 2019,by which Ireland confirmed its desire to become a State participant (as defined in Article 1 of the Fund Agreement); and
(ii) Resolution FIBG/2017101 adopted by the Board of Governors of the Fund on 27 April2017, concerning the Fourteenth General Replenishment of the Fund, (the "ADF-14 Resolution");
RESOLVES to grant the application of Ireland to become a State Participant on the following terms:
(i) Except as otherwise provided in this Resolution, the terms and conditions governing the participation and subscription of Ireland shall be the same in all respects as those applicable to the participation and subscription of original participants in the Fund;
( ii) The initial subscription of lreland shall be Fifty-Two Million Three Hundred and Seventy Thousand Three Hundred and Sixteen Units of Account (UA 52,370,316),4 as defined in the Fund Agreement (the "Initial Subscription");
(iii) The Initial Subscription shall be payable in full on the date on which Ireland shall comply with the provisions of paragraph (v) of this Resolution, or not more than thirry (30) days thereafter;
(iv) Save, and to the extent that, this Resolution specifically modifìes the terms of the ADF-14 Resolution, the ADF-14 Resolution shall apply in all respects to Ireland, after its admission to participation in the Fund; and
(v) Ireland shall become a parly to the Fund Agreement and a State Participant of the Fund pursuant to this Resolution, by signing the Fund Agreement and depositing its Instrument of Acceptance with the Secretariat General of the African Development Bank.
a Ireland has elected to pay its subscription in Euro and has indicated that it intends to make a payment of UA 52,370,316 (equivalent to Euro 6 1 ,5 57,64 I as stipulated in the Declaration of Intent date 20 December 20 I 8) through demand obligation. The applicable exchange rate for the payment of the initial subscription will be the average exchange rate prevailing during the 30-day period ending 7 days before the subscription date. AFRICAN DEVBLOPMENT BANK
BOARD OF'GOVERNORS
Resolution BIBG/2O19/04
Adopted at the First Sittine of the Fiftv-Fourth Annual Meetine of the African DeveloÞment Bank. on l2 June 2019
Authorizins a Special Canital Increase
THE BOARD OF GOVBRNORS,
HAVING REGARD TO:
(i) The Agreement Establishing the African Development Bank (the "Bank Agreement"), particularly Articles 5(3) and 5(4) (Authorized Capital), Article 6 (Subscription of Shares), Article 7 (Payment of Subscription) and Article 29 (Board of Governors: Power);
(ii) Resolution BlBGl98l04 pursuant to which this Board approved, inter alia, the amendment to Article 5(a) of the Bank Agreement to provide that the authorized capital stock and any increase thereof shall be allocated for subscription to regional and non-regional members so that the regional Members shall hold sixty per cent (60%) of the total voting power and the non-regional Members forty per cent (40%) of the total voting power; and
(iii) Resolution BlBGlZ0l2/04 pursuant to which the authorized capital stock of the Bank was increased to Sixty-Seven Billion One Hundred and Sixty-Nine Million One Hundred and Ninety Thousand Units of Account (lJA 67,169,190,000)5, with a par value of Ten Thousand Units of Account (UA 10,000) for each share;
HAVING CONSIDERED the recommendations contained in the Report of the Board of Directors, (Document ADB/Bc/WPl2ot9l04);
HEREBY DECIDES:
To authorize a Special Capital Increase of the authorized share capital of the Bank to allow for: (i) subscription by a non-regional country (Ireland) of the maximum number of shares required for it to become a member; and (ii) subscription by regional members of the number of shares necessary to comply with the 60140 ratio requirement between the shareholding of regional and non-regional members;
2. To increase the authorized capital of the Bank from Sixty-Six Billion Nine Hundred and Seventy- Five Million and Fifty Thousand Units of Account (UA 66,975,050,000) to Sixty-Eight Billion Three Hundred and Fifteen Million Five Hundred and Fifty Thousand Units of Account (UA
5 The amount of Sixty-Seven Billion One Hundred and Sixty-Nine Million One Hundred and Ninety Thousand Units of Account (UA 67,169,190,000) represents the total of the Bank's authorized capital stock, including One Hundred and Ninety-Four Million One Hundred and Forty Thousand Units of Account (UA 194,140,000) representing the non-voting callable capital allocated to the Republic of Korea under Resolution B/BG/2010102. On I |une2012, pursuant to Resolution BIBG/2012111 , the Board of Governors of the Bank authorized the cancellation and reduction from the total authorized capital stock of the Bank of the additional 19,414 shares without voting power subscribed by the Republic of Korea as part of interim measures pending the conclusion of the Sixth General Capital Increase (GCI-VI). Hence, the total authorized capital stock of the Bank is now Sixty-Six Billion Nine Hundred and Seventy-Five Million and Fifty Thousand Units of Account (U A 66,97 5,050,000). 2
68,315,550,000), with a corresponding increase of the number of shares from 6,697,505 shares to 6,831,555 shares, with the creation of 134,050 new shares, out of which 53,620 shares shall be available for subscription by Ireland and 80,430 shares shall be available for subscription by regional members. The additional shares shall be of a par value of Ten Thousand Units of Account (UA 10,000) for each share and shall be subject to the same terms and conditions as the shares authorized in the Sixth General Capital Increase of the Bank (GCI-VI); and
J To authorize the Board of Directors, in close consultation with the President of the Bank, to take the necessary measures for the timely implementation of this Resolution. AF'RICAN DBVELOPMENT BANK
BOARD OF GOVERNORS
Resolution B{BG 12019 105
Adopted at the First Sitting of the Fiffy-Fourth Annual Meeting of the African Development Bank. on 12 June 2019
Accession of Ireland to the Agreement Establishins the African Development Bank
THE BOARD OF GOVERNORS,
HAVING REGARD to Articles 3 (Membership and Geographical Area), 5 (Authorized Capital), 6 (Subscription of Shares), and 7 (Payment of Subscriptions) of the Agreement Establishing the African Development Bank (the "Bank Agreement"), to Article 13 (Application for Membership) of the General Regulations of the African Development Bank (the "Bank"), and the General Rules Governing the Admission of Non-regional Countries to the Bank adopted by Resolution 07-79 of this Board;
CONSIDERING the Declaration of Intent presented by the Government of Ireland to the Bank in letters dated 8 February 2018,24 July 2018,20 December 2018 and 19 February 2019,by which the said Government confirmed its decision to seek membership of the Bank;
CONSIDERING further, the Report of the Board of Directors contained in Document ADB/BD/WP|2DL9|92 on the exchange of views and negotiations with the Government of lreland;
WBLCOMING the said Declaration of Intent;
DESIROUS, for its part, of aiding Ireland to become a member of the Bank at the earliest opportunity;
RESOLVES that Ireland shall become a member of the Bank on the following terms:
I . Ireland shall initially subscribe to 53,620 shares of capital stock of the Bank, such shares to consist of 3,217 paid-up shares and 50,403 callable shares to be issued atpar;
2. The payment of the amount initially subscribed to the paid-up capital stock shall be made in eight (8) equal annual instalments, the first of which shall be paid by Ireland on or before the date it deposits its instruments of Accession;
3. The second and subsequent instalments payable under this Resolution shall fall due on the anniversary dates of the initial payment refened to in2 above;
4. At the option of lreland, payment for the paid-up portion of its subscription shall be made by either:
a) Option l: Conversion at a rate equal to the average of the exchange rates (rounded up to six significant figures) prevailing during the thirty (30) day period ending seven (7) days before the date of subscription in the case of the first payment, and seven (7) days before the date of payment, in the case of subsequent payments.
b) Option 2: Fixing, up to one year in advance of the payment date of an installment, the exchange rate between the Euro and the Special Drawing Right, provided that the difference between the exchange rate fixed in advance and the exchange rate on the payment date will be factored into the computation of the subsequent installment amount )
due from Ireland. That is to say, any shortfalls or excesses will either increase or reduce the subsequent installment amount. No adjustment will be made for the final installment amount.
c) Option 3: At rates fixed, for the duration of the subscription period. The applicable exchange rate to the UA is Euro 1.15763.
5. All other conditions of subscription shall, except to the extent of any inconsistency with the provisions of this Resolution, be as set out in the ResolutionB|BG|ZOl0/08 authorizing the Sixth General Capital Increase of the Bank (GCI-VI) adopted at the 45tr'Annual Meeting on27 May 2010;
AUTHORIZES the Board of Directors to complete the Bank's internal formalities for admitting Ireland, as soon as Ireland shall have declared itself leady to complete the formalities provided in Article 3(3) of the Bank Agreement and in the General Rules Governing the Admission of Non-Regional Countries to Membership of the Bank (Annex to Resolution 07-79), and to pay its initial subscription. AFRICAN DEVELOPMENT BANK
BOARD OF GOVERNORS
Resolution 9to6
¡^^+^¡ +L^ E:--+ Q:r+i-^ f+-, û^,,+L --,,^l ìl^^+:-^ ^f +L^ ^ ^+ of the ^ African Development Bank" on l2 June 2019 Annual Report and Audited Financial Statements for the Financial Year 31 December 2018
THE BOARD OF GOVERNORS,
HAVING RBGARD to: (i) the Agreelnent Establishing the African Development Bank (the "Bank"),'in pafticular Articles l3(4) and (5) (Ordinary and Special Operations), 29(2)(9) (Board of Governors: Powers - Approval of the General Balance Sheet and Statement of Profit and Loss) and 4l(3) (Annual Report); (ii) the General Regulations of the Bank, in particular Article 8 (Annual Report and Financial Statements); and (iii) the Financial Regulations of the Bank, in particular Regulation 13.2 (Financial Statements);
HAVING CONSIDERED:
(i) The 2018 Annual Report of the Board of Directors, contained in Document ADB/BD/WP/ 20l9l98lApproved ;
(ii) The Report of the Extemal Auditors for the Financial Year ended 3l December 2018;
(iii) The Audited Financial Statements of the Bank for the Financial Year ended 31 December 2018, contained in Document ADB/BDAMP 120 19 I 42;
(iv) The Audited Financial Statements of the Nigeria Trust Fund for the Financial Year ended 3l December 2018, contained in Document ADB/BD/WP 12019146; and
(v) The Financial Statements of the Special and Trust Funds for the Financial Year ended 31 December 2018, contained in Document ADB/BD/WP/2019143 the summary of which is included as a note in the Audited Financial Statements of the Bank (Document ADB/BD/WP|20I9|42);
APPROVES the 2018 Annual Report of the Board of Directors as well as each of the above-mentioned Audited Financial Statements for the Financial Year ended 3l December 2018. AFRICAN DEVELOPMENT BANK
BOARD OF GOVERNORS
Resolution BÆG/2019/07
Adopted at the First Sitting of the Fifly-Fourth Annual Meeting of the African Develooment Bank. on 12 June 2019
Allocation and Distribution of Allocable Income of the African Develorrment Bank for the Financial Year Ended 31 December 2018
THE BOARD OF GOVERNORSO
HAVING REGARD to: (i) the Agreement Establishing the African Development Bank (the "Bank"), ìn particular Articles 29 (Board of Governors: Powers) and 42 (Allocation of Net Income); and (ii) the Financial Regulations of the Bank, in particular Regulations 3.1(5) (Use of Resources - Allocation of Net Income) and 4.6 (Content of Proposals for Allocations of Part of the Net Income);
RECALLING:
(i) Resolution FlBcl20l7l0l, adopted by the Board of Governors of the African Development Fund (the "Fund"), authorizing the Fourteenth Replenishment of the resources of the Fund ("ADF-14"), and considering the continued urgent need for concessional resources to assist those regional member countries of the Bank eligible for financing only on concessional terms, in achieving their development objectives; and
(ii) Resolution BlBGl20l8l03 adopted on 23 li4ay 2018, by which this Board authorized the allocation and the distribution of the allocable income of the Bank for the year ended 31 December 2017;
HÄVING CONSIDERED:
(i) The Financial Statements for the financial year ended 31 December 2018, and confirmed that such Financial Statements indicate an income before distribution to be approved by the Board of Governors of One Hundred Twenty-Four Million Six Hundred and Eighty Thousand Units of Account (UA 124,680,000), and an allocable income (Financial Statements income beþre distributions approved by the Board of Governors adjusted for certain unrealized gains or losses) in the amount of One Hundred and Fifty-Three Million Five Hundred and Twenty Thousand Units of Account (UA 153,520,000); and
(ii) The Report of the Board of Directors contained in Document ADB/BG/WPl20l9l07 (the "Report"), and the recommendations therein relating to the retention in reserves of an amount of Ninety Million Units of Account (UA 90,000,000) from the allocable income for 2018, and the allocation and distribution of part of the income for the year;
NOTING THAT the Report confirms that the financial situation of the Bank remains sound; 1
HEREBY:
(i) Approves the following distributions and allocations from the allocable income for the purposes stated below:
(a) Thirty-Five Million Units of Account (UA 35,000,000) as contribution to the ADF-14 in recognition of the importance of providing support to ADF countries;
(b) Twenty-Seven Million Units of Account (UA 27,000,000), equivalent to the interest income realized in 2018 on Bank loans to the Democratic Republic of Congo (the "DRC"), for purposes ofthe Special Account dedicated to the debt service ofpart ofthe consolidated loans of the DRC; and
(c) One Million Five Hundred and Twenty Thousand Units of Account (UA 1,520,000) as a transfer to the Surplus Account.
(ii) Approves the distribution from the Surplus Account for the purposes stated below:
(a) Six Million Units of Account (UA 6,000,000) to the Special Relief Fund;
(b) Three Million Units of Account (UA 3,000,000) to the Middle Income Countries Technical Assistance Fund; and
(c) Three Million Units of Account (UA 3,000,000) to the New Partnership for Africa's Development Infrastructure Project Preparation Facility. AFRICAN DBVELOPMENT BANK
BOARD OF GOVBRNORS
Resolution B tBG 12019 I 08
Adopted at the First Sitting of Fift.v-Fourth Annual Meeting of the African Development Bank. on 12 June 2019
Distribution of Part of the Income of the Niseria Trust Fund for the Financial Year Ended 31 December 2018
THB BOARD OF GOVERNORS,
HAVING REGARD to: (i) the Agreement Establishing the African Development Bank (the "Bank"), in particular Articles 8 (Special Funds), 29 (Board of Governors: Powers) and 42 (Allocation of Net Income); (ii) the Agreement Establishing the Nigeria Trust Fund (the "NTF"); and (iii) the Financial Regulations of the Bank, in particular Regulations 3.1(5) (Use of Resources - Allocation ofNet Income), 3.3 (Financial Administration of Special Funds) and 4.6 (Content of Proposals for Allocations of Part of the Net Income);
RECALLING:
(i) The terms of the ProtocolAgreement between the Government of the Federal Republic of Nigeria (the "Government") and the Bank, dated 22 September 2003 (the "Protocol Agreement");
(ii) The desire of the Government, as expressed in the Protocol Agreement, to make additional resources available for debt reduction initiatives and, in that connection, the request of the Government that the Bank distribute ten per cent (10%) of the net income of the NTF, annually, for the benefìt of the Heavily Indebted Poor Countries ("HIPC") Initiative, commencing with the net income of 2002; and
(iii) The ResolutionBlBGl2}}3lll, adopted by this Board on 3 June 2003, which authorized the President of the Bank to execute the Protocol Agreement \ /ith the Government;
HAVING CONSIDERED:
(i) The Financial Statements of the NTF for the financial year ended 31 December 2018 and confirmed that such Financial Statements indicate an income before distributions approved by the Board of Governors of Two Million Six Hundred and Sixty Two Thousand Units of Account (UA2,662,000); and
( ii) The Report of the Board of Directors contained in Document ADB/BGMP|2019/08, and the recommendations therein, related to the distribution of part of the income of the NÏF for the financial year ended 31 December 2018;
HEREBY:
(i) Decides to transfer to the reserves of the NTF, the amount of Two Million Four Hundred and Forty Four Tlrousand Units of Account (UA 2,444,000); and
(ii) Approves a distribution for the benefit of the HIPC Initiative, of ten percent (10%) of the 201 8 income of the NTF before such distribution, in the amount of Two Hundred and Sixty Six Thousand and Two Hundred Units of Account (UA 266,200). AFRICAN DEVBLOPMENT BANK
BOARD OF GOVERNORS
Resolution B IßG 12019 / 09
Adopted at the First Sittine of the ftv-Fourth Annual Meetins of the African Development Bank on 12 June 2019
Authorizing an Increase in the Authorized Canital Stock without Voting Power and the Subscrintion thereto by the Government of Canada
THE BOARD OF GOVBRNORS,
HAVING REGARD TO:
(i) The Agreement Establishing the African Development Bank (the "Bank Agreement"), particularly Articles 5 (Authorized Capital), 6 (Subscription of Shares), 7 (Payment of Subscriptions), 29 (Board of Governors: Powers) and 35 (Voting);
(ii) Resolution BlBGl20l9/04 pursuant to which the authorized capital stock of the Bank was increased to Sixty-Eight Billion Three Hundred Fifteen Million Five Hundred Fifty Thousand Units of Account (UA 68,315,550,000), with a par value of ten thousand Units of Account for each share as set forth in Article 5(l)(a) of the Bank Agreement; and
(iii) The necessity to increase the capital resources of the Bank without voting rights as an interim measure to ensure that the Bank's credit rating is not placed at risk in 2019, while the Seventh General Capital Increase (GCI-VD negotiations are in progress;
HAVING CONSIDERED the recommendations contained in the Memorandum of the Board of Directors entitled "GCI-VII Interim Measures: USD l.l Billion (UA 800 Million) Temporary Callable Capital Subscription by Canada" (Document ADBiBG/WP /2019 109);
HEREBY DECIDES to authorize a temporary increase of the authorized share capital of the Bank on the following terms: t. Temporary Increase in Authorized Capital
(a) The authorized capital stock of the Bank is hereby increased ("Temporary Capital Increase") from Sixty-Eight Billion Three Hundred Fifteen Million Five Hundred Fifty Thousand Units of Account (UA 68,3 15,550,000) to Sixty-Nine Billion One Hundred Fifteen Million Five Hundred Fifty Thousand Units of Account (UA 69,115,550,000) with a corresponding increase in the number of shares from Six Million Eight Hundred Thirty-One Thousand Five Hundred Fifty- Five (6,831,555) to Six Million Nine Hundred Eleven Thousand Five Hundred Fifty-Five (6,91 1,555) by the creation of eighty thousand (80,000) non-voting shares ("Additional Shares") with a par value of Ten Thousand Units of Account (UA 10,000) for each share.
(b) The Temporary Capital Increase, as defined in l(a) above, shall become effective on 30 June 2019, or such later date as determined by the Board of Directors, when the Government of Canada ("Canada") shall have deposited with the Bank an Instrument of Subscription in relation to all the Additional Shares in accordance with Paragraphs 2 and 4 respectively of this Resolution (such date of deposit being the respective "Subscription Date" for that member country). ,|
2 Subscription by Canada
(a) Canad,a shall deposit an instrument of subscription (the "lnstrument of Subscription") with the Bank by virtue of which Canada shall subscribe to eighty thousand (80,000) Additional Shares created pursuant to this Resolution and shall represent to the Bank that it has fulfilled all of its domestic legislative requirements in order to give effect to its subscription to the Additional Shares. Canada shall make available to the Bank evidence of having fulfilled such requirements as may be requested by the Bank.
(b) Canada shall subscribe to eighty thousand (80,000) Additional Shares at the same time, with such subscription being effective as of the Subscription Date.
(c) For purposes of implementation of this Resolution, the Bank and Canada shall use the average UA/USD exchange rate prevailing during the 30-day period ending 7 days before the Subscription Date.
J Return of the Additional Shares bv Canada
(a) In accordance with Article 6(6) of the Bank Agreement, by written notice to the Bank, Canada shall return its Additional Shares to the Bank at their original issue price in equal instalments and in accordance with the following schedule (the "Schedule"):
(i) 25%o of the Additional Shares (i.e.,20,000 shares) on the date that is five (5) years from its Subscription Date (the "First Return Date");
(ii) 25%o of the Additional Shares (i.e., 20,000 shares) on the date that is six (6) years from its Subscription Date (the "Second Return Date");
(iii) 25%o of the Additional Shares (i.e., 20,000 shares) on the date that is seven (7) years from its Subscription Date (the "Third Return Date"); and
(iv) 25Yo of the Additional Shares (i.e., 20,000 shares) on the date that is eight (8) years from its Subscription Date (the "Fourth Return Date");
(b) Ifl, prior to the full return of its Additional Shares pursuant to the Schedule above, the Board of Governors of the Bank approves a general increase in the authorized capital stock of the Bank (the "General Capital Increase") through which Canada subscribes to additional voting capital stock of the Bank, Canada shall have the right to return to the Bank all of the Additional Shares subscribed pursuant to this Resolution at the time of Canada's subscription to additional voting capital stock of the Bank.
(c) In the event of a call on the callable capital of the Bank, any of the Additional Shares subscribed by Canada pursuant to the terms of this Resolution that have not been returned to the Bank by the date of such call shall be subject to call in the same proportion as any outstanding voting shares, and such Additional Shares called shall no longer be subject to return to the Bank. In such event, the Schedule provided in paragraph 3(a) of this Resolution shall be adjusted by lowering the number of Additional Shares to be returned to the Bank by a number corresponding to the called shares. Such adjustment shall also be in the reverse chronological order to the sequence provided in paragraph 3(a) of this Resolution, whereby the number of Additional Shares corresponding to the Fourth Return Date shall be reduced before reducing the number of Additional Shares corresponding to the Third Retum Date, and in the same order, as the case may be, reducing the number of Additional Shares corresponding to the Second Return Date and finally the First Return Date. 3
(d) Notwithstanding the provisions of paragraph 3(a) and 3(b) of this Resolution, prior to any Return Date, Canada shall have the right to postpone the return of any Additional Shares to a later date than provided in this Resolution as determined by Canada and communicated to the Bank in writing.
(e) Any Additional Shares returned by Canada to the Bank by virtue of the provisions of this Resolution shall be cancelled by the Bank and reduced from its authorized capital stock in accordance with Article 29(2)(a) of the Bank Agreement.
4. Votins Rishts and Pre-emptive Rishts
(a) The Additional Shares issued by the Bank and subscribed by Canada pursuant to the terms of this Resolution shall in accordance with Article 35(l) of the Bank Agreement have no voting rights and such Shares shall not be subject to the pre-emptive rights provided for in Article 6(2) of the Bank Agreement.
(b) In accordance with Paragraphs 2(a) and 4(a) above, any rights, or restrictions on the subscription to a general increase in the capital stock of the Bank as set forth in Article 5(4) of the Bank Agreement and Section 6(b) of the General Rules Governing the Admission of Non-Regional Countries to Membership of the Bank shall not apply in respect of the Shares issued pursuant to this Resolution.
(c) Except as otherwise expressly provided herein, the Shares shall have the same purposes, effects, and corresponding rights and obligations as other callable (voting) shares ofCanada as provided under the Agreement.
AUTHORIZES the Board of Directors and the President to continue to consult with non-borrowing member countries of the Bank that are willing to subscribe to non-voting callable capital and, should the Bank receive additional offers to subscribe for non-voting shares on terms similar to those contained in this Resolution, to submit an appropriate resolution to this Board for approval on a no-objection basis.
AUTHORIZES the Board of Directors in close consultation with the President of the Bank to take the necessary measures for the timely implementation of this Resolution. AFRICAN DBVELOPMENT BANK
BOARD OF GOVERNORS
Resolution B,IBG /2019 / I0
Adopted at the First Sitting of the Fift-v-Fourth Annual Meeting of the African Develoþment Bank. on 12 June 2019
Concerninq the convening of an Extraordinary Session of the Board of Governors in the context of a Seventh General Cenifel Increase l(lcr-vill
THE BOARD OF GOVERNORS'
HAVING RBGARD to: (i) the Agreement Establishing the African Development Bank (the "Bank"), in particular Articles I (Purpose),2 (Functions),29 (Board of Governors: Powers); and Rule l(2) of the Rules of Procedure of the Board of Governors of the African Development Bank;
RECALLING ResolutionBlBGl2}lSi05 adopted by the Board of Governors on 23 May 2018 authorizing the initiation of consultations for a Seventh General Capital Increase (the "GCI-VII") with the Members of the Bank;
FURTHER RECALLING the meetings held by the Governors' Consultative Committee ("GCC"), respectively on 5 December 2018, I I April 2019, and l l June 2019;
NOTING the progress made thus far by the GCC;
HAVING CONSIDERED the Report of the Deliberations of the meeting of the GCC held on 11 June 2019, in particular the recommendations contained therein regarding the need for further discussions to be held on the matter as well as the need to convene an extraordinary session of the Board of Governors in Abidjan, Côte d'Ivoire;
HEREBY
(i) Takes note that the GCC has resolved to hold its last meeting to discuss the GCI-VII in September 2019, in Sharm El-Sheikh, Egypt; and
(ii) Decides to hold an extraordinary session of the Board of Governors in October2019 in Abidjan, Côte d'Ivoire to consider the final report of the GCC. AFRICAN DEVBLOPMENT FUNI)
BOARD OF GOVERNORS
Resolution Ffncn019106
Adopted at the First Sitting of the Fortv-Fifth Annual Meeting of the African Development Fund. on 12 June 2019
Annual Report and Audited Special Purpose Financial Statements for the Financial Year ended 31 December 2018
THE BOARD OF' GOVERNORS,
HAVING RBGARD to the Agreement Establishing the African Development Fund (the "Fund"), in particular Article 23(2)(vü) (Board of Govemors: Powers) and the General Regulations of the Fund, in particular Article I (Annual Report and Financial Statements);
HAVING CONSIDERED:
(i) The 2018 Annual Report of the Board of Directors, contained in Document
ADF/BD/WP I 20 19 / 9 8 I Approved;
(iÐ The Report of the External Auditors for the Financial Year ended 3l December 2018; and
(iiÐ The Audited Special Purpose Financial Statements of the Fund for the Financial Year ended 31 December 2018, contained in the Document ADF/BD/WP|20L9|29;
APPROVBS the 2018 Annual Report of the Board of Directors and the Audited Special Purpose Financial Statements of the Fund for the Financial Year ended 31 December 2018. AFRICAN DEVELOPMENT BANK
BOARD OF GOVERNORS
Resolution BIBG/2O19/1 I
Adopted at the Closing Sitting of the Fift.v-Fourth Annual Meeting of the African Development on 14 June 2019
Conditions of of Elected Officers: Annual and Comprehensive Review of the Remuneration of the President
THE BOARD OF GOVERNORS,
HAVING REGARD to: (i) the Agreement Establishing the African Development Bank (the "Bank"), in particular Articles 29(1) (Board of Governors: Powers), 29(2)(d) (Election, Suspension, Remuneration and Conditions of Service of the President), 36 (The President: Appointment), and 37 (The Office of the President); (ii) the General Regulations of the Bank; and (iii) the Rules of Procedure of the Board of Governors;
RECALLING:
(i) Resolution BlBGl2002l10, adopted by this Board on 15 July 2002, on the Remuneration of the President, which authorized, inter alia, the payment of a personal allowance to the President;
(ii) Resolution BlBGl2002l12, adopted by this Board on 15 July 2002, concerning the Conditions of Service of the President and the Review Mechanism for the Salary of the President, especially Annex I to the said Resolution entitled "Conditions of Service of the President of the African Development Bank" and in particular paragraph 8 of that Annex;
(iii) Resolution BlBGl2002l14, adopted by this Board on 15 July 2002, on the Standing Committee on the Conditions of Service of Elected Officers, which was established by this Board in 1983 (the "Standing Committee");
(iv) Resolution BlBGl2008l02 adopted by this Board on 30 April 2008 concerning the Conditions of Service of the President and the Review Mechanism for the Salary of the President (amending Resolution BlBGl2002l12 on the Conditions of Service of the President and the Review Mechanism for the Salary of the President);
(v) Resolution BlBGl20l2l09 adopted by this Board on 3l May 2012 concerning the Annual Review of the Remuneration of the President;
(vi) Resolution BIBG/2016106 adopted by this Board on 25 May 2016 concerning the extension of medical coverage to the President and his/her dependents; and
(vii) Resolution BlBGl2017ll l, adopted by this Board on24May 2017 concerning the Annual Review of the Remuneration of the President.
HAVING CONSIDERED:
(i) The Report of the Standing Committee held on 9 April2019 (the "Standing Committee Repoft"), in particular the proposals contained therein regarding the Annual and Comprehensive Review of the Remuneration of the President; and
(ii) The Repoft of AT Global entitled "Comprehensive Review of the Remuneration of the Prcsident", (the "Consultants' Report"). t
HEREBY DECIDES as follows:
(i) To adjust, with effect from I January 2016,the base salary of the President from UA,269,924 to UA 340,104.24 on the basis of a26%o adjustment factor which will have the effect of normalizing the Temporary Return Allowance;
(ii) That the 260/o Temporary Retum Allowance paid to the President for purposes of the Return of the Bank's operations to its Headquarters shall cease to exist on the effective date of this Resolution; and
(iii) That except as approved in the foregoing provisions of this Resolution, all other terms and conditions of service of the President shallremain the same. AFRICAN DEVELOPMENT BANK
BOARD OF GOVERNORS
Resolutio n B/BG/20 I 9/12
Adopted at the First Sitting of the Fift-v-Fourth Annual Meeting of the African Development ank. on 12June2019
Timetable and Procedure for the Election of the President of the African Development Bank
THA BOARD OF GOVERNORS,
HAVING REGARD to: (i) the Agreement Establishing the African Development Bank (the "Bank"), in particular, Articles 29( I ) and (2Xd) (Board of Governors - Powers) , and 36 (The President - Appointment); and (ii) the Rules of Procedure Governing the Election of the President of the Bank, as amended (the "Election Rules") in particular Articles I (Timing of the Election), 2 (Standing Committee on Elections for the Presidency), and 3 (Candidatures);
RECALLING its Resolution B/BG/00/01 concerning the Designation of the Steering Committee of this Board under Article 2(3) of the Election Rules as the Committee responsible for the general administration of the electoral process;
HAVING CONSIDERED the memorandum of the Steering Committee contained in Document ADB/BG/WP/2019111, on the Timetable and Procedure Concerning the Election for the Office of President of the Bank (the "Election");
HEREBY ADOPTS, in accordance with Article 2 of the Election Rules, as amended, the attached Timetable and Procedure for the Election. 1
TIMETABLE AND PROCEDURE FOR THE ELBCTION OF THE PRBSIDENT OF'THE AF'RICAN D ,OPMII,NT RANK
TIMETABLE
1. INVITATION
l't July 2019: Invitation to Governors to submit candidatures for the Office of President of the Bank. The invitation package shall contain the following documents, attached hereto: (i) Invitation Letter; (ii) Article 36 of the Bank Agreement; (iii) Rules of Procedure Governing the Election of the President of the African Development Bank ("Election Rules"); (iv) Forms for Nomination and Seconding a Nomination.
2. DELIVERY
31 January 2020 5:00 p.m., Abidjan,local time: Final date and time for the delivery of candidatures (Article 3(l) of the Election Rules, as amended).
3. VERIFICATION
11-13 February 20202 Verification, by the Steering Committee of the Board of Governors, of the conformity of the individual candidatures with the criteria of eligibility (or profile) set forth in Article 36 of the Bank Agreement and the conditions of candidature set forth under Article 2 of the Election Rules, as amended.
4 COMMUNICATION OF'THE FINAL LIST OF' CANDIDATES
2l February 2020: Settlement and Publication of the list of Duly Registered Candidates who fully satisff the conditions for the deposit of Candidatures and Communication to the Board of Governors of a Detailed Report giving Particulars of such Candidates, by the Steering Committee of the Board of Governors (Article 3(2) of the Election Rules, as amended).
5. ELECTION
28May 2020 at [ ] p.m.o Abidjan,local time: Election of the President during the 2020 Annual Meeting of the Board of Governors of the Bank. 3
PROCEDURE
Each candidate for the Offìce of President of the Bank shall have the profile prescribed in Afticle 36 of the Bank Agreement, specifically, that he/she shall be a national of a regional member state and shall be a person of the highest competence in matters pertaining to the activities, management and administration of the Bank.
2 Candidatures for the Office of President of the Bank shall be deposited with the Secretary General of the Bank, for transmittal to the Steering Committee of the Board of Governors, by the Governor for the regional member State of which the candidate is a national. The candidature shall be presented by way of a letter from the Governor or by means of the attached Nomination Form duly completed and addressed to the Secretary-General. The nomination shall be accompanied by a detailed curriculum vitae of the candidate.
J Candidatures shall be supported by one or more Governor(s) of regional member State(s). Such support may be given in writing, addressed to the Secretary General of the Bank, and confirmed by sending a letter or the duly completed Form for Seconding a Nomination, to the Secretary General.
4 The list of candidates shall be settled and published and a detailed report transmitted to the Governors on 21 Febru ary 2020 in accordance with Article 3(2) of the Election Rules, as amended, after verification by the Steering Committee of the Board of Governors, of the conformity with the criteria of eligibility set forth in Article 36 of the Bank Agreement and the conditions of candidature set forth under the Election Rules. AFRICAN DEVELOPMENT BANK AFRICAN DEVBLOPMENT FUND
BOARDS OF GOVERNORS
Resolution BtBGlzû 9/13- FÆGt20t9107
Adopted at the First Sitting of the Fift-v-Fourth Annual Meeting of the African Development Bank (the "Bank") and the Fort-v-Fifth Annual Meeting of the African Development Fund (the "Fund"). on l2 June 2019
Dates and Venue of the 2020 Annual Meetinss of the Boards of of fhe Rank anrl the Fund
THE BOARDS OF GOVBRNORS,
HAVING REGARD to Article 31(1) of the Agreement establishing the Bank and Article 25(l) of the Agreement establishing the Fund;
RECALLING ResolutionBlBGl20l6l0l - F/Bcl20l6l02 adopted by these Boards on 25 May 2016 fixing the dates and venues of the2017,2018,2019,2020,and2021 Annual Meetings of the Bank and the Fund;
HAVING CONSIDERED:
(i) Resolution BlBGl92l07 concerning the venue of Annual Meetings;
(ii) The invitation of the Government of Côte d'Ivoire expressing its desire to host the Annual Meetings of the Bank Group in Abidjan (Côte dolvoire) in2020;
(iii) The Report of the meeting of the Joint Steering Commiffee held on 1l June 2019 (the "Report"), in particular the recommendations contained therein regarding the venue of the 2020 Annual Meetings of the Boards of Governors of the Bank and the Fund (collectively, the "Bank Group"); and
(iv) The recommendations of the Joint Steering Committee contained in the Report;
DECIDE to amend Resolution B,lBGl2016l0l -F/BGl20l6l02 as follows:
(i) The 2020 Annual Meetings shall be held in Abidjan, Côte d'Ivoire from 25 to 29 May 2020 at the invitation of the Government of Côte d'Ivoire; and
(ii) That except as approved in the foregoing provisions of this Resolution, all other provisions of Resolution BlBGl20l6l0l -FlBGl20l6l02 shall remain the same. ANNEX 2
AFRICAN DEVELOPMENT BANK AFRICAN DEVELOPMENT FUND
BOARDS OF GOVERNORS
FIFTY.FOURTH ANNUAL FORTY-FIFTH ANNUAL MEETING OF THE ADB MEETING OF THE ADF MALABO, EQUATORIAL GUINEA MALABO, EQUATORIAL GUINEA 11 - 14 JUNE 2019 11 - 14 JUNE 2019 AFRICAN DEVELOPMENT BANK AFRICAN DEVELOPMENT FUND ADB/BG/ AGI2O19I54 ADF/BG/AGI2O19I45 11 June 2019 Original: ENGLISH BOARDS OF GOVERNORS REPORT OF THE JO¡NT STEERING COMMITTEE MEETING
1 The Joint Steering Committee of the Boards of Governors of the African Development Bank (ADB) and the African Development Fund (ADF) met on 11 June 2019 in Room 4302, Sipopo Conference Center, Malabo, Equatorial Guinea. The following members of the Joint Steering Committee participated in the meeting: Eritrea, Gabon, Ghana, Malar,vi, Togo, United Kingdom, and the United States of America. Argentina and Egypt were not represented.
1.1 The meeting was chaired by His Excellency, Mr. Cesar Augusto Mba ABOGO, Governor for Equatorial Guinea and Chairperson of the Boards of Governors. He was assisted by the First Vice-Chairperson, the Governor for the United States of America and the Second Vice Chairperson, the Governor for Mozambique. The President of the African Development Bank Group, Dr. Akinwum¡ ADESINA, also attended the meeting. The Joint Steering Committee unanimously designated the Governor for Togo as Rapporteur.
I. JOINT DOCUMENTS
ITEM 1.1 Adoption of the Provisional Agenda
2 The Joint Steering Committee considered the Revised Provisional Agenda of the 2019 Annual Meetings, attached to this report, and recommends its adoption by the Boards of Governors.
2.1 The Joint Steering Committee noted that the Republic of Côte d'lvoire has expressed the interest to host the 2020 Annual Meetings that was previously to be hosted by the Bank Group. The Joint Steering Committee recommends the incorporation of this proposal in the revised agenda of the 2019 Annual Meetings. ITEM 1.2 By-Election of Executive Directors of the African Development Bank and Ghoice of Executive Director of the African Development Fund
3 The Joint Steering Committee recalled that, on 26 May 2016, the Board of Governors conducted the General Election of Executive Directors and elected 20 members of the Board of Directors of the Bank, for a maximum term of three years with effect from 1 July 2016. The Committee also noted that one of the Executive Directors, Mr. Domenico FANIZZA (ltaly), left the Bank on 31 October 2018, before the end of his first mandate and that his constituency consisting of ltaly, the Netherlands, and the United Kingdom has notified the Bank and the Fund of the nomination of Ms. Federica DIAMANTI as his successor.
3.1 The Joint Steering Committee, therefore, requests the Boards of Governors to confirm the election and selection of the nominee as successor to the outgoing Executive Director, from the date of assumption of duty (1 November 2018) to 30 June 2019, and adopt the related resolutions.
2 ITEM 1.3: General Election of Executive Directors of the African Development Bank and Selection of Executive Directors of the African Development Fund 4 The Joint Steering Committee noted that the Rules for the Election of Executive Directors of the Bank provide in paragraph 2 that
4.1 ln compliance with the above provisions and rules, therefore, the Joint Steering Committee recommends that the ADB Board of Governors proceed with the election and selection of Executive Diiectors of the Bank and the Fund, respectively on 13 June 2019, as scheduled and adopt the relevant resolutions.
ITEM I.4 Proposal for the Extension of the Term of Current Executive Directors to 31 July 2019 and adjust the commencement of the term of new Executive Directors to I August
5 The Joint Steering Committee considered the above proposal and noted that extending the term of current Executive Directors will help to address the operational and administrative challenges associated with the exit and on-boarding of outgoing and incoming Executive Directors. ln particular, it will enable the Secretariat to ensure that the exit of Executive Directors is not logistically impacted by preparations for the Annual Meetings; it will enable a smooth transition between the outgoing and incoming Executive Directors and prevent a situation where incoming Executive Directors proceed on recess soon after assuming duty on 1 July.
5.1 The Joint Steeríng Committee also noted that the proposal does not seek to modify Article 33(4) of the Bank Agreement and Article2T(6) (b) of the Fund Agreement, which provide in pertinent part, that an Executive Director of the Bank and Fund can be elected or selected for a maximum of two three-year terms or a maximum cumulative period of six years. The proposal aims at extending the term of office of each of the current Executive Directors to 31 July (by one (1) month) while ensuring that no Executive Director will exceed the maximum term limit prescribed in the Bank and Fund Agreements.
5.2 Therefore, the Joint Steering Committee recommends to the Boards of Governors to consider and approve this proposal and the related Resolutions extending by one (1) month, the current mandate of Executive Directors of the Bank and the Fund to 31 July 2019, with the understanding that no Executive Director will exceed the maximum term limits allowed under the Bank and Fund Agreements.
ITEM 1.5 The lndependent Review Mechanism 2018 Annual Report 6 The Joint Steering Committee considered the above-mentioned report and took note of the activities carried out by the Bank Group's lndependent Review Mechanism (lRM) in 2018. During the year, the Compliance Review and Mediation Unit (CRMU) registered new requests relating to projects financed by the AfDB in Regional member countries. It completed the resolution of complaints, the monitoring of action plans and mediation process in several African countries and carried out spot-checks of five projects. The lessons learnt from the spot checks are expected to feed into the Bank operations
3 processes. The Compliance department also organized outreach and capacity building activities in different RMCs, including Cameroon, Côte d'lvoire, Morocco, and South Africa. The consultations with CSOs, projects promoters, and Bank staff strengthened their knowledge and understanding about the relevance of IRM functions to the effectiveness of AfD B-financed operations.
6.1 The Joint Steering Committee commended the IRM for the work done and requested that, going forward, the IRM should incorporate in its report more granularity on the outcome of the cases and the historical comparison of the total number of cases considered and those completed.
6.2 The Joint Steering Committee, therefore, recommends that the Boards of Governors take note of the report.
ITEM 1.6 Water Sector - Bank Group Activities and lnitiatives in 2018 7 The Joint Steering Committee considered and took note of the lnformation Note on Bank Group Activities and lnitiatives in the Water Sector in 2018. ln addition to its non- operational activities such as knowledge production and capacity building, the water sector achieved its lending targets in 2018 with the approval of thirteen (13) projects for a total amount of UA 963 million representing 182% of planned target of UA 527 million for the year. Eight water projects were completed in 2018 with a total disbursed amount of UA 216 million representing 93% of the committed amount of UA 232 million. The countries covered are Kenya, Mali, Niger, Sudan, Tunisia, Uganda and Zambia. Altogether, the projects components included infrastructure, institutional capacity, governance, and research studies on Water, Sanitation and Hygiene (WASH) services delivery, and benefited about 7 million people with improved water and sanitation services. These projects added to a range of positive outcomes, which helped to reduce the prevalence of waterborne diseases, unemployment and economic and financial hardships. The interventions ultimately contributed to improvements in the socioeconomic status and quality of life in the project countries.
7.1 The Joint Steering Committee, therefore, recommends to the Boards of Governors to take note of the lnformation Note on Bank Group Activities and lnitiatives in the Water Sector in 2018.
ITEM I.7 Application of lreland to become a State Participant in the African Development Fund and a member of the African Development Bank and authorization of a special Capital lncrease for the purpose thereof
I The Joint Steering Committee considered the application of lreland to become a State participant in the African Development Fund with an initial subscription of Fifty-Two Million, Three Hundred and Seventy Thousand, Three Hundred and Sixteen Units of Account (UA 52,370,316) and a member of the African Development Bank for 53,620 shares of the stock reserve for subscription by non-regional member countries at a par value of Ten Thousand Units of Account (UA 10,000) per share. Six per cent (6%) of the subscription will represent paid-up stock and ninety-four per cent (94%) callable stock, corresponding to 0.799% of the total stock of the Bank.
8.1 The Joint Steering Committee noted that there are currently no GCI-Vl shares available for subscription by non-regional countries to allow the subscription by lreland to the number of shares described above. Therefore, it is necessary to authorize a special increase of the authorized share capital of the Bank to allow for such subscription, in 4 accordance with the provisions of Article 5(3) of the Agreement Establishing the Bank. The Capital increase will be done in a way as to comply with 60/40 ratio requirement between the shareholding of regional and non-regional members, as provided by Article 5(a) of the Bank Agreement.
8.2 The Joint Steering Committee also considered the proposal to increase the authorized capital of the Bank from Sixty-Six Billion Nine Hundred and Seventy-Five Million and Fifty Thousand Units of Account (UA 66,975,050,000) to Sixty-Eight Billion Three Hundred and Fifteen Million Five Hundred Fifty Thousand Units of Account (UA 68,315,550,000) with a corresponding increase of the number of shares from 6,697,505 shares to 6,831,555 shares, out of which 53,620 shares shall be available for subscription by lreland and 80,430 shares shall be available for subscription by regional members. ln accordance urith Article 6(2) of the Bank Agreement; the new shares available for subscription by the regional members as a result of such capital increase shall be offered to regional members on the basis of each member's pre-emptive right, i.e. in a portion "equivalent to the proportion which its stock theretofore subscribed bears to the total capital stock of the Bank."
8.3 The Joint steering Committee therefore recommends to the Boards of Governors to approve the application of lreland to become a State Participant in the African Development Fund and a member of the African Development Bank, authorise the special capital increase as proposed and adopt the related draft resolutions.
ITEM 1.8 Report of the lndependent Evaluation of the lmplementation of the Development and Business Delivery Model (DBDM) of the African Development Bank I The Joint Steering Committee considered and took note of the Report of the lndependent Evaluation of the lmplementation of the Development and Business Delivery Model (DBDM) of the African Development Bank. The Committee noted that an interim report of that evaluation was presented to the Governors' Consultative Committee meeting held in Washington on 11 April 2019 and the outcome of the DBDM evaluation will be discussed by the GCC in the context of the Seventh General Capital increase and factored into the commitments to be agreed with Management.
9.1 Therefore, the Joint Steering Committee requests the Boards of Governors to note that the Report of the lndependent Evaluation of the lmplementation of the Development and Business Delivery Model (DBDM) of the African Development Bank will be discussed by the GCC, which will submit a separate report.
II. ADB DOCUMENTS ITEM 2.1 The Annual Report and Audited Financial Statements for the Financial Year Ended 31 December 2018 10. The Joint Steering Committee noted the unqualified opinion of the External Auditors on the Bank's financial statements and therefore recommends that the Board of Governors approve the Bank's balance sheet and statement of profit and loss in accordance with Article 29(2)(ù of the Agreement establishing the Bank. 10.1 ln addition, the Joint Steering Committee recommends to the Board of Governors to approve the Annual Report and Audited Financial Statements for the Financial Year Ended 31 December 2018 and adopt the related draft resolution.
5 10.2 The Joint Steering Committee also recommends that the Board of Governors commend the Board of Directors, Management and staff for the results recorded despite the challenges faced during the year. ITEM 2.2 Allocation and Distribution of the Net lncome of the ADB for the Financial Year Ended 31 December 2018
11 The Joint Steering Committee considered the Board of Directors' recommendation to retain UA 90,000,000 of the 2018 allocable income to strengthen reserves, and to distribute and transfer part of the 2018 income as follows:
o Distribute an amount of UA 35,000,000 to the African Development Fund;
Distribute an amount of UA 27,000,000 to thê Democratic Republic of Congo Debt Relief Mechanism; and
o Transfer an amount of UA 1,520,000 to the Surplus Account.
11.1 The Joint Steering Committee further considered the Board of Directors recommendation to make the following distributions from the Surplus Account:
a Distribute an amount of UA 6,000,000 for the benefit of the Special Relief Fund, a Fund created by the Bank for the purposes of granting relief to African countries affected by unforeseen disasters;
a Distribute an amount of UA 3,000,000 for the benefit of the Middle lncome Countries TechnicalAssistance Fund ('MIC-TA Fund") in view of its expected utilization; and
o Distribute an amount of UA 3,000,000 for the benefit of New Partnership for Africa's Development, lnfrastructure Project Preparation Facility (.NEPAD-IPPF') to catalyse contributions from other donors and to enable the Facility to implement its work programme.
11.2 The Joint Steering Committee endorses these proposals and recommends them as well as the related draft resolution to the Board of Governors for approval. The Joint Steering Committee also took note of the intention of the United States to abstain on the Allocation and Distribution of the Net lncome of the ADB for the Financial Year Ended 31 December2018.
ITEM 2.3 Distribution of part of the Net lncome of the NTF for the Financial Year ended 31 December 2018 12 The Joint Steering Committee noted that the Nigeria Trust Fund (NTF) earned an income, before transfers approved by the Board of Governors, of UA2,662,000 for the financial year ended 31 December 2018.
12.1 The Joint Steering Committee considered the Board of Directors' proposal to allocate the net income of the NTF for 2018 as follows:
a To Distribute UA 266,200 to the HIPC lnitiative, representing ten per cent (10%) of the 2018 income before distributions approved by the Board of Governors;
a To allocate UA 2,444,000 to strengthen the NTF reserves
6 12.2 The Joint Steering Committee recommends that the Board of Governors approve the above proposals and adopt the related draft resolution.
ITEM 2.4 New Partnership for Africa's Development (NEPAD) lnfrastructure Program -Annual Report 2018 13 The Joint Steering Committee considered the update on the implementation status of the key activities undertaken by the Bank in collaboration with the NEPAD Agency and other partners. The Committee noted that in 2018, the Bank in partnership with the African Union Commission ("AUC"), the NEPAD Agency, the United Nations Economic Commission for Africa ("UNECA"), the Regional Economic Communities ("RECs") among other specialised institutions and key partners, the Bank contributed to closing the infrastructure gap in the continent by developing and financing key regional infrastructure projects as identified under the Programme for lnfrastructure Development in Africa (PIDA) Priority Action Plan (PAP) and as prioritized by the Regional Member Countries (RMCs). Further, the Bank in collaboration with its partners continued to support several capacity building programmes for the delivery of PIDA projects as well as to the RECs. Similarly, the Bank stepped up its support to the Africa Union ("AU") initiative of boosting intra-Africa trade and accelerating Africa's market integration by providing institutional support to the Continental Free Trade Area ("CFTA"). The Africa Visa Openness lndex is another aspect supported by the Bank in collaboration with the AUC and the World Economic Forum ("WEF') Global Agenda Council on Africa, among other key partners. The CFTA and the Africa Visa Openness lndex along with the NEPAD - lnfrastructure Program play a key role in fostering deeper regional integration on the continent.
13.1 The Joint steering Committee recommends that the Board of Governors take note of the 2018 Annual report of the New Partnership for Africa's Development (NEPAD) Infrastructure Program.
ITEM 2.5 GCI-Vll lnterim Measures: USD 1.1 Billion (UA 800,000 Million) Temporary Callable Gapital Subscription by Ganada
14 The Joint Steering Committee noted that pending an approval for a capital increase by the Board of Governors, and in order to safeguard its rating challenged by the Fitch ratio (coverage of debt by AAA callable capital), Management sought, as an interim measure, non-voting temporary callable capital from countries rated Triple-A. This short-term option would provide temporary relief to the current constraint on the Fitch ratio, ensuring it remains above the trigger limit of 100% in 2019.
14.1 The Committee also noted that, on April 12,2019, in Washington, D.C., the Canadian Minister of lnternational Development and Minister for Women and Gender Equality announced Canada's intention to temporarily increase its callable capital stock in the African Development Bank by subscribing to USD 1.1 billion (UA 800 million) if necessary, to help the institution preserve its AAA ç¡sdit rating, while providing support to its client countries during the seventh General Capital lncrease (GCl-Vll) negotiations.
14.2 Therefore, the Joint Steering Committee recommends to the Board of Governors to permit the Bank to temporarily increase its authorized capital by UA 800 million and the subscription thereto by Canada.
7 III. ADF DOCUMENTS
ITEM 3.1 Annual Report and Audited Special Purpose Financial Statements for the Year ended 3l December 2018
15 The Joint Steering Committee took note of the External Auditors' unqualified opinion on the Annual Report and Audited Special Purpose Financial Statements for the Year ended 31 December2018.
15.1 The Joint Steering Committee, therefore, recommends that the Board of Governors approve the Annual Report and Audited Special Purpose Financial Statements for the year ended 31 December 2018 and adopt the related draft resolution.
ITEM 4.1 Offer of the Republic of Cote d'lvoire to host the 2020 Annual Meetings
16 The Joint Steering Committee was informed that the Republic of Côte d'lvoire has expressed the interest to host the 2020 Annual Meetings that was previously to be hosted by the Bank Group.
16.1 The Joint Steering Committee considered the proposal and recommends to the Boards of Governors to approve the hosting of the Bank Group 2020 Annual Meetings by Côte d'lvoire.
His Excellency, Mr. Cesar Augusto Mba ABOGO Governor for Equatorial Guinea and Ghairperson of the Boards of Governors