# Decision of the Board of Governors of 20 January 2016 on the Amendments to the Rules of Procedure of the EIB to reflect the Strengthening of the EIB Governance [2016/772], Article 11

Extent: E+W+S+N.I.

1. The Board of Directors shall meet not less than six times per year and shall decide, on each occasion, the date of its next meeting.
2. The Chairman shall convene the Board of Directors before the scheduled date, should one third of the voting members so require or the Chairman think necessary.
3. A Committee on Staff Remuneration and Budget shall be established within the Board of Directors, as part of its responsibilities and in accordance with Article 18 of these Rules, charged with matters identified in advance, in order to give non-binding opinions to the Board of Directors so as to facilitate the decision making procedure.
As part of its responsibilities and in accordance with Article 18 of these Rules, the Board of Directors may decide to create a Risk Policy Committee and an Equity Participation Policy Committee, whose members shall be appointed and whose rules of procedure shall be adopted upon their constitution. These Committees may hold joint meetings when appropriate and invite the Audit Committee to a meeting. They shall issue recommendations and give non-binding opinions to the Board of Directors so as to facilitate the decision-making procedure.
The Committees referred to in this paragraph shall be composed of some of the directors or their alternates.
The President shall chair and be entitled to delegate the chairmanship of the above Committees to a member of the Board of Directors or to a Vice-President. The Secretary-General shall provide secretarial services for the above Committees.
4. An Ethics and Compliance Committee shall be established, composed of the four longest-serving directors who have volunteered to participate in it, plus the Chairman of the Audit Committee. The Committee shall be chaired by the longest-serving director and the term of office as Chairman of the Committee shall be 3 years and shall be renewable in accordance with the terms laid down in the operating rules of the Committee. The Ethics and Compliance Committee shall:
rule on any potential conflict of interest of a member or former member of the Board of Directors, the Management Committee or, on a voluntary basis, a member of the Audit Committee,
provide opinions on any ethical matter concerning a member of the Board of Directors or of the Management Committee,
exercise all other powers provided for in these Rules.
It shall apply the legal provisions concerning incompatibility with duties adopted by the Board of Governors. The Committee shall inform the Board of Directors and the Board of Governors of the decisions adopted.
The Chief Compliance Officer shall participate in the meetings of the Committee without the right to vote.
The Inspector General shall participate in the meetings of the Committee when fraud related matters, such as matters related to the EIB anti-fraud policy as amended from time to time, are discussed without the right to vote.
The Board of Governors shall adopt the operating rules of the Ethics and Compliance Committee.

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Source: https://www.legislation.gov.uk/eudn/2016/772/annex/article/11 (the official version)
Page: https://openlegislation.uk/eu-decision-2016-772/annex/article-11
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.