Introductory text

THE BOARD OF GOVERNORS OF THE EUROPEAN INVESTMENT BANK,

HAVING REGARD TO

1. (1)

   Article 7(3)(h) of the Statute pursuant to which the Board of Governors approves the Rules of Procedure of the Bank;

2. (2)

   Article 11(1) of the Statute pursuant to which, upon proposal of the Board of Directors, the Board of Governors appoints members of the Management Committee; and

3. (3)

   Article 11(2) of the Statute pursuant to which, acting by qualified majority, the Board of Governors may decide to compulsorily retire a member of the Management Committee.

WHEREAS the Bank wishes to reinforce the role of its Ethics and Compliance Committee and to strengthen its internal rules regarding the appointment and possible suspension of members of the Bank's Management Committee;

WHEREAS the role of the Ethics and Compliance Committee should be strengthened by introducing the possibility for this Committee to provide opinions on any ethical matter concerning a member of the Management Committee or of the Board of Directors;

WHEREAS the Board of Governors, which is the competent body under the Statute to decide on the compulsory retirement of members of the Bank's Management Committee, may also decide to temporarily suspend a member of the Management Committee;

WHEREAS a delegation of this power to suspend members of the Management Committee in specific defined circumstances and for a limited duration is desirable to allow the Bank to swiftly respond to exceptional situations; the mechanism proposed foresees such a delegation to the President of the Bank with the agreement of the Chairman of the Board of Governors, or, in cases concerning the President of the Bank, to the Chairman of the Board of Governors;

WHEREAS any such suspension decision will be preceded by a consultation of the Ethics and Compliance Committee;

WHEREAS the applicable relevant procedures are set out in a new Article 23.b of the Rules of Procedure of the Bank;

WHEREAS within the framework set by the above-mentioned rules, the adoption of additional implementing rules for both suspension and compulsory retirement procedures shall be delegated to the Board of Directors;

WHEREAS the above-mentioned rules should be voted by qualified majority of the Board of Governors in light of Article 11(2) of the Statute;

WHEREAS to support the Board of Governors of the Bank in their decision on appointments of members of the Management Committee, an ad hoc appointment advisory committee shall be created with the task of providing non-binding opinions;

WHEREAS to facilitate the decision making on such appointments and to respond to recent developments in best banking practice, some criteria to be applied in the appointment decision should be introduced in the Rules of Procedure of the Bank;

WHEREAS a number of technical changes in Article 11(3) of the Rules of Procedure aimed at ensuring a smooth functioning of the various Committees created within the Board of Directors such as the Risk Policy Committee are required,

HAD HEREBY DECIDED AS FOLLOWS, acting by a qualified majority