DOKUMEN 1
Naskah Resmi Dokumen (OCR Terverifikasi)
TERTIFTED T2 : Cc . PY Gene Soon Park General Counsel CREDIT GUARANTEE AND INVESTMENT FACILITY ARTICLES OF AGREEMENT Dated 27 November 2013' 1 Special Meeting of Convibutors for 2013 was held on 27 November 2013 in Shanghai, China AARTICLES OF AGREEMENT or CREDIT GUARANTEE AND INVESTMENT FACILITY (A) The Association of Southeast Asian Nations comprising Brunei Darussalam, Cambodia, Indonesia, Lao People's Democratic Republic, Malaysia, Republic of the Union of Myanmar, Philippines, Singapore, Thailand, and Viet Nam, plus the People's Republic of China, Japan, and Republic of Korea established the Asian Bond Markets InitiatIve to develop and strengthen the local currency and regional bond markets to promote economic growth and financial development and to prevent disruptions to the international financial order so as to allow the use of Asian savings within the region.? (B) In furtherance of that objeotive, these countries together with the Asian Development Bank desire to establish the Credit Guarantee and Investment Faclity to provide credit enhancement and make investments to allow eligible issuers to access local currency bond markets and thereby avoid currency and maturity mismatches by issuing within the region, (C) Each country, entity wholly-owned by an ASEAN43 country, and ADB listed in Schedule 1, pursuant to the Instrument of Acceptance (substantially in the form set out in Schedule 2) deposited with the trustee of CGIF, have adopted the following Articles of Agreement, for the establishment and operation of CGIF. In the case of such wholly-owned entity, the country concerned has also provided assurances satisfactory to the trustee regarding the operation of CGIF. 1. DEFINITIONS Unless the context otherwise reguires, the several terms defined in Schedule 3 to these Articles of Agreement have the respective meanings therein set forth, and shall apply as if they were defined herein 2. OBJECTIVES AND FUNCTIONS OF CGIF 21 Objectives The objectives of CGIF are to promote economic development, to promote resilience of the financial markets, and to prevent disruptions to the international financial order, by developing deep and liguid local currency and regional bond markets. This will result in efficient allocation of Asian savings within the region by facilitating access by entities rated investment-grade to such markets while promoting the issuance of debt securities with Ionger-term maturities to match the gestation of investment projects. ? BR 2013-3E-02: MR 2013.5-3 4 22 Functions The following development functions of CGIF are to be undertaken on commercial terms within the ASEAN:3 countries': 221 guaranteeing bonds that are denominated in local currencies and issued by entities rated Investment Grade in such a manner as to reduce currency and maturity mismatches: 222 guaranteeing bonds that are not denominated in local currencies issued by entities rated Investment Grade: provided the entities concerned are naturally or financially hedged in such currency based on their underiying current business: 223 making investments for development of the bond markets: provided no such investments shall be made until after the Meeting of Contributors shall have determined that CGIF is in a position to commence such type of operations: and 224 undertaking such other activities and providing such other services consistent with its objectives (including appropriate substitute credit rating arrangements for Brunei Darussalam and the new ASEAN member countries of Cambodia, Lao People's Democratic Republic, Republic of the Union of Myanmar and Viet Nam). 23 No Borrowing GIF shall not borrow from any source to finance its Operations described in Article 2.2 except for the purposes of cash management. 3. ESTABLISHMENT 34 Establishment 3.11 The Board of Directors of ADB has approved the establishment of CGIF, and its administration by ADB as the Trustee, in each case in accordance with these Articles of Agreement. The operations of CGIF shall be financed solely from funds that are contributed from time to time in accordance with the provisions of these Articles of Agreement, and any other CGIF property. 3.1.2 ADB in its capacity as the Trustee shall: (a) hold in trust all CGIF funds and other property: BR 2013.3E-02: MR 2013.5-3 2 (b) manage and use CGIF funds and other property only for the purposes of and in accordance with the provisions of these “Articles of Agreement: and (e) subject to the provisions of these Articles of Agreement, appoint and terminate all Executive Staff, professional staff and other experts of CGIF. 32 Trust Only Itis the intention of these Articles of Agreement to establish and define only the relationship of trustee and beneficiary between the Trustee and each Contributor. 4. CAPITAL AND SHARES 44 The authorized capital of CGIF shall be US$700,000,000, divided into 7000 Shares with a nominal value of US$100,000 each. All such Shares shall be subscribed and fully paid in by the Contributors. 42 The authorized capital of CGIF may be increased by an affirmative vote of at least two-thirds of the number of existing Contributors who hold collectively at least two-thirds of the total outstanding Shares. 4.3 The holder of each Share shall have the following rights: (a) as to Voting: the right to receive notice of, altend and vote as a Contributor at any Meeting of Contributors: (b) as to income: the right to receive income, profit and other distribution as provided for in these Articles of Agreement: and (c) as to capital: the right in a winding-up of CGIF, to repayment of capital as provided for in these Articles of Agreement. 44 Each Share subscribed for by a Contributor shall be allocated to such Contributor only after full payment has been received by the Trustee. 45 None of the Shares or capital in CGIF may be pledged or encumbered in any manner whatsoever. 5. CONTRIBUTORS AND PAYMENT FOR SHARES 54 Contributors Each Contributor has ratified, accepted, approved or otherwise confirmed in accordance with its internal procedures these Articles of Agreement by depositing with the Trustee, pursuant to Article 20, a duly completed Instrument of Acceptance. 3 52 Payment for Shares 521 Each Contributor shall subscribe and pay in full for the number of Shares set forth opposite its name in Schedule 1 no later ihan two years following the entry into force of these Articles of Agreement pursuant to Article 20. 522 Payment of Shares shall be made in US dollars to an account or accounts as the Trustee may specify to such Contributor, such account or accounts to be established by the Trustee specifically for that purpose. 5.23 Payment of Shares may also be made by any entity wholly-owned by a Contributor on behalf and in the name of such Contributor. 524 The failure of any Contributor to make any payment when due under this Article 5.2 shall not relieve any other Contributor of its obligation to make its respective payment 53 Limitation of Liability 5.31 No Contributor shall be liable, by reason of its participation in CGIF, for any obligations of CGIF (including any obligations to pay under the guarantees). 532 The liability of each Contributor under these Articles of Agreement shall be limited to the unpaid portion of the Shares it has subscribed for that has become due and payable. 6. LIMITS ON OPERATIONS 61 Limits on Contingent Liabilities and Leverage The level of contingent liabilities to be assumed by CGIF will be determined by the Meeting of Contributors on the recommendation of the Board of Directors based upon an affirmative vote of at least two-thirds of the number of existing Contributors who hold collectively at least two-thirds of the total outstanding Shares. However, where the leverage ratio exceeds 2.5:1, the contingent liabilties in excess of 2.5 times the sum of total paid in capital plus retained earnings less reserves and all iliguid investments made by CGIF must be reinsured and CGIF will seek reinsurance to cover such excess contingent liabilites in appropriately sized portfolios for the reinsurance market." 62 Compliance with Policies The operations of CGIF shall be conducted in accordance with the CGIF Operational Policies and all applicable ADB Operational Policies. “BR 2013-0305: MR 2013-5-3 4 7. MEETINGS OF CONTRIBUTORS TA Meeting of Contributors 7AA The Meeting of Contributors is the highest decision-making organ of cGIF. 71.2 The specific powers of the Meeting of Contributors include, without limitation: Ka) determining the strategic objectives of CGIF, (bj reviewing the operations and financial performance of CGIF and providing the Board of Directors and the Chief Executive Officer with general policy and strategic guidance on the overall operation and management of CGIF: (ce) electing the chairperson and other members of the Board of Directors as set out in Article 8.3: (d) — reviewing and approving the recommendations of the Board of Directors on the selection of the Chief Executive Officer, and the terms and conditions of such selection: (e) reviewing and approving the engagement of the external auditor and the terms and conditions of engagement upon the recommendation of the Board of Directors: ()— reviewing and approving the Annual Report for the preceding Fiscal Year prepared by the Board of Directors: (9) reviewing and approving the recommendations of the Board of Directors on the allocation of the net income of CGIF for the preceding Fiscal Year to the reserves and/or the distribution of any surplus to the Contributors: (hj reviewing and approving the recommendations of the Board of Directors on (i) the commencement and the extent of investment operations that CGIF may undertake for development of the bond market: (ii) the use of leverage and jany subseguent decision on the maximum leverage ratio: and Kii) any revision to the country limits in CGIF operations as set outin the CGIF Operational Policies: (i) determining the suspension or termination of the Operations of CGIF: and Ki) taking any other action that may be taken by the Contributors as specified in these Articles of Agreement. 5 72 Organizational Meeting 7.24 The Trustee shall convene an Organizational Meeting of Contributors by written notice within 30 days from the date when the Trustee shall have received payments for at least 809 of the Shares subscribed for and paid in under Article 4.1 722 The date, time and place of the Organizational Meeting shall be determined by the Trustee. 7.2.3 At the Organizational Meeting, the Contributors shall (i) determine the selection process for appointment of the chairperson of the Meetings of Contributors: (li) elect the first members of the Board of Directors, who have been nominated in accordance with the reguirements set forth in Article 8.3, except the Chief Executive Officer. (ii) approve the first set of the CGIF Operational Policies: (iv) delegate specific powers to the Board of Directors pursuant to Article 10.3.2: (v) approve the initial terms of reference and the establishment of each of the Audit Committee, Internal Control and Risk Management Committee, and Nomination and Remuneration Committee: and (vi) undertake all other actions considered necessary for CGIF to commence operations. Solely for the purposes of this Article 7.2.3, and notwithstanding Articles 4.3(a) and 4.4, the Contributors will be accorded voting rights in proportion to their capital commitments under Schedule 1. 7.3 Annual Meeting of Contributors 7.31 Within five months after the end of each Fiscal Year, the Annual Meeting of the Contributors shall be held at such date and time and in such place as the Contributors shall determine. 7.3.2 Contributors may also participate in the Annual Meetings either: (a) by telephone or other communications facilities which permit all Contributors participating in the Annual Meeting to hear (each other: or (b) by other electronic means, and a Contributor participating in an Annual Meeting by such means is deemed for the purposes of these Articles of Agreement to be present at that meeting 74 Special Meetings T74A The Trustee or the Board of Directors may, and at the reguest of Contributors holding at least 1056 of the outstanding Shares shall, call Special Meetings of Contributors at any time for any purpose (consistent with these Articles of Agreement. 8 7.4.2 Contributors may also participate in Special Meetings either: (a) by telephone or other communications facilities which permit all Contributors participating in the Special Meeting to hear each other, or (b) by other electronic means, and a Contributor participating in a Special Meeting by such means is deemed for the purposes of these Articles of Agreement to be present at that meeting. 75 Notices of Meetings 7.54 Unless otherwise waived by the intended recipient, the Trustee or the Board of Directors, as the case may be, shall provide each Contributor with at least 30 days (in the case of an Annual Meeting) or 21 days (in the case of a Special Meeting) prior written notice of the forthcoming Meeting of Contributors, the agenda and all related materials. The notice shall state the place, date and time of the meeting and, in the case of a Special Meeting, the purpose or purposes for which the Special Meeting is called 7.52 For the purposes of Article 7.5.1, references to written notices include electronic notices such as email, facsimile and other forms of electronic notification that are commonly in use. 76 @uorum AA majority of the number of existing Contributors who hold collectively a simple majority of the total outstanding Shares shall constitute a guorum for matters to be decided at any Meeting of Contributors. 7.7 Voting Except as otherwise provided in these Articles of Agreement, every matter submitted to a Meeting of Contributors shall be decided by the Contributors present at that meeting who hold collectively a simple majority of the Shares represented at that meeting. 7.8 Action by Written Consent in Lieu of Meeting Except for the actions reguired or permitted under Articles 4.2, 6.1, 15, 17.4, and 17.2, any actions reguired or permitted to be taken at a Meeting of Contributors may be taken without a meeting fa consent in writing, setting out the action intended to be taken, as recommended by the Board of Directors, has been signed in one or more counterparts (including those transmitted electronically or by facsimile) by at least two-thirds of the number of existing Contributors who hold collectively at least Iwo-thirds of the total outstanding Shares. 7