The World Bank Group Boards of Directors refers to four separate Boards of Directors, namely the Board of the International Bank for Reconstruction and Development (IBRD), the International Development Agency (IDA), the International Finance Corporation (IFC) and the Multilateral Investment Guarantee Agency (MIGA). Each Board is responsible for the general operations of their respective organization. The Executive Directors as individuals cannot exercise any power nor commit or represent the Bank unless specifically authorized by the Board of Directors to do so. Executive Directors are appointed or elected by the Governors. Separate elections are held for the Bank and MIGA Board of Directors. Bank Executive Directors serve ex-officio as Directors for IFC and IDA. The current Boards of the World Bank Group consist of 25 Directors*. In line with the Bank's Articles, the Executive Directors select the World Bank President, who is the Chairman of the Board of Directors. The President is the presiding officer, and ordinarily has no vote except a deciding vote in case of an equally divided Board. See the President's contract.
Each Executive Director appoints an Alternate Executive Director who has full power to act for him or her when he or she is not present. 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 Board consisted of 12 Executive Directors, as provided under the IBRD Articles of Agreement, Article V Section 4(b), of which five were appointed and seven were elected. 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 19. The two new seats, Russia and a new group around Switzerland, brought the total number of Executive Directors to 24. An additional chair for Sub-Saharan Africa was added effective January 30, 2009, bringing the size of the Board to 25 chairs.
The voting power of each Member country is based on the number of shares it holds. Shares are allocated differently in each organization, resulting in different voting powers.
The Corporate Secretariat is responsible for coordinating the process of membership as well as assisting members to complete their subscriptions to their allocated shares under 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 on 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.