The Boards of Directors consist of the World Bank Group President and 25 Executive Directors*. The President is the presiding officer, and ordinarily has no vote except a deciding vote in case of an equal division. See the President's contract. The Executive Directors as individuals cannot exercise any power nor commit or represent the Bank unless specifically authorized by the Boards to do so. With the term beginning November 1, 2010, the number of Executive Directors increased by one, totaling 25.
Alternates to Executive Directors have full power to act in the absence of their respective Executive Directors. Furthermore, Senior Advisors and Advisors assist the Executive Directors in their work, who can, along with the Alternates to Executive Directors, attend most Board meetings in an advisory capacity, without voting rights.
The first Boards consisted of 12 Executive Directors, as prescribed in the IBRD Articles of Agreement, Article V Section 4(b). Increases in the number of elected Executive Directors require a decision of the Boards of Governors by an 80% majority of the total voting power. Before November 1, 1992, there were 22 Executive Directors, 17 of whom were elected. In 1992, in view of the large number of new members that had joined the Bank, the number of elected Executive Directors increased to 20. The two new seats, Russia and a new group around Switzerland, brought the total number of Executive Directors to 24. With the term beginning November 1, 2010, the number of Executive Directors increased by one, totaling 25.
The World Bank and the IMF have adopted a weighted system of voting. According to the IBRD Articles of Agreement, membership in the Bank is open to all members of the IMF. A country applying for membership in the Fund is required to supply data on its economy, which are compared with data from other member countries whose economies are similar in size. A quota is then assigned, equivalent to the country's subscription to the Fund, and this determines its voting power in the Fund.
Each new member country of the Bank is allotted 250 votes plus one additional vote for each share it holds in the Bank's capital stock. The quota assigned by the Fund is used to determine the number of shares allotted to each new member country of the Bank.
Member countries are allocated votes at the time of membership and subsequently for additional subscriptions to capital. Votes are allocated differently in each organization, and result in different voting powers.
The Corporate Secretariat is responsible for coordinating the process for members to complete their periodic capital increases in IBRD, IDA, IFC, and MIGA. It provides advice on the procedures for subscribing to additional shares as authorized under resolutions approved by the Boards of Governors, including required documentation and capital subscriptions payments.
The Code of Conduct for Board Officials (pdf) that took effect in November 1, 2007, supersedes the Code of Conduct and Ethics Committee Procedures approved in August 2003.
The Code of Conduct for Board Officials sets forth principles and ethical standards for the Executive Directors, the Presidents of each of the organizations, Executive Director Designates, Executive Director Post-Designates, Alternate Executive Directors, Alternate Executive Director Designates, Alternate Executive Director Post-Designates, Temporary Alternate Executive Directors, Senior Advisors, and Advisors to Executive Directors (collectively, “Board Officials”) in connection with, or having a bearing upon, their status and responsibilities in the organizations of the World Bank Group.
The Code of Conduct provides that, as these officials are entrusted with responsibilities as prescribed in the Articles of Agreement, By-Laws, and related documents of the organizations, their personal and professional conduct must comply with the standards and procedures set forth in the Code of Conduct. Pursuant to the Code of Conduct, the Board has established an Ethics Committee to address ethics matters concerning Board Officials in order to ensure sound governance pursuant to the Code of Conduct. The Ethics Committee has the authority to advise Board Officials or the President on matters related to conflict of interests, annual disclosures, or other ethical aspects of conduct in respect of Board Officials or the President, and to investigate alleged misconduct by Board Officials or the President.