The Boards of Directors (the Board) is made up of representatives of the Bank’s member countries that appoint them or elected them. They exercise powers delegated by the Boards of Governors.
Election or Appointment to the Boards
Member countries of the World Bank Group appoint or elect Executive Directors to the Boards 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). While there are four Boards, Executive Directors serving on these Boards are usually the same.
Election or Appointment of Directors
Regular elections of Executive Directors are held every two years at the time of the Annual Meetings. The rules adopted for each regular election are approved in advance of the election by a majority vote of the Boards of Governors, who represent member countries. In the event that an Executive Director elected during the regular election terminates service before the next regular election, the constituency affected by the vacancy holds an interim election for a successor. Such interim elections are conducted either by mail vote or during an Annual Meeting that does not fall in a regular election year.
Under the IBRD Articles of Agreement, each of the five members having the largest number of shares appoints an Executive Director, and the remaining members elect the other Executive Directors. Presently, IBRD Board consists of 25 Executive Directors.
Under the IDA Articles of Agreement and the IFC Articles of Agreement, the Executive Directors of IBRD serve, ex officio, as Executive Directors of IDA and as members of the Board of Directors of IFC. MIGA has its own separate Board of Directors, consisting of 25 members. In practice, the same individuals are chosen to serve on the IBRD Board of Executive Directors and the MIGA Board.
Role of Executive Directors
Executive Directors (or Alternates) fulfill a dual function, as officials of the Bank and as representatives of the member country or countries that appointed or elected them. The Executive Directors are responsible for conducting the day-to-day business of the World Bank. Under the IBRD Articles of Agreement, the Executive Directors are responsible for the conduct of the general operations of the Bank. The Executive Directors consider and decide on loan and credit proposals made by the President, and they decide policy issues that guide the general operations of the Bank. 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.
Number of Executive Directors
There are 25 Executive Directors and 25 Alternate Executive Directors representing the 189 member countries.
Chairman of the Boards of Directors
The President of the World Bank Group serves as Chairman of the Board, and is selected by the Executive Directors. The President is the presiding officer, and ordinarily has no vote except a deciding vote in case of an equally divided Board.
Frequency of Meetings
The Board usually meets twice a week on Tuesdays and Thursdays. Other meetings such as Board Committee meetings are held at various other times whenever required.
Quorum
A quorum for any meeting of the Board shall be a majority of the Executive Directors, exercising not less than one-half the total voting power of the Board.
Voting Powers
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.
Ethics Matters
The Code of Conduct for Board Officials (pdf) that took effect on November 1, 2022, supersedes the Code of Conduct of the Bank and the Association, and the Boards of the Corporation and the Agency respectiively, on October 19, 2018, as amended on August 6, 2021.
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.
Last Updated: Apr 05, 2023
