A. Preamble

Board of Governors instructed the management of the Bank to initiate a program to encourage the other ECO member countries to be also member to the ECOBANK and the Board of Directors to monitor the implementation of the program. In this perspective, “ECOBANK New Membership Principles” was designed to attract new members in an easy way in accordance with their preferences.

B. Pre-conditions

According to Article-3 ‘Membership’ of the establishment Agreement of the ECOBANK;

1. Membership:

Members of the Bank shall comprise of;

(i) The Governments of ECO member countries, and/or
(ii) The Banks and other financial institutions of any member country (with the approval of their respective Governments)

2. Number of Shares

The three ECO founding members viz. Islamic Republic of Iran, Islamic Republic of Pakistan and Republic of Turkey shall at all times hold equal number of shares and their total holding of shares shall always form the majority share capital of the Bank.

C. Decision on the admission of new members

According to sub-paragraph 4 of the Article 4 ‘Authorized and Subscribed Capital’ and Article 14/ii of the establishment Agreement of the
ECOBANK states that;
‘In case of admission of new members the terms and conditions of their subscription of capital shall be determined by the Board of Governors’.

D. Resolution of the Board of Governors (BoG)

In conformity with the Article 14 of the Articles of Agreement, the 4th meeting of the Board of Governors (12 December 2007) of the
ECOBANK decided (Resolution No: 4, ‘Approval of the New Membership Principles’) that;

- Any new member should not have more than 15 per cent share in the Bank.

- If any new member has 15 per cent share in the Bank, will have the right of appointing a member to the Board of Directors.

- In case of a member whose share is less than 15 per cent, it will cooperate with the other members whose share is also less than 15 per cent individually to represent their countries in the Board of Directors.

- The minimum amount should not be less than 2.000.000 EU to become a member of the Bank.

E. Increase of the subscribed capital

In light of the sub-paragraph 5 of the Article 4 of the establishment Agreement of the ECOBANK the authorized capital or the subscribed portion of it may be increased by the vote of the Board of Governors. Therefore, the subscribed capital of the ECOBANK shall be increased to EU 580 million in order to implement the increased capital subscription. The shares of the founding members of ECOBANK would be 17,24 percent for each which is equal to EU 100 million and inconformity with the Article-3 ‘Membership’ of the establishment Agreement of the ECOBANK.

F. Admission of New Member States to the ECOBANK

The increased subscribed capital which is equal to EU 280 million will be shared by the new members in a wide range beginning from 0.34 % up to 15 % share. In other words, in order to be a member of the Bank, the amount of EU 2 million equivalents to 0.34 % share has been defined as a minimum limit for the subscribed capital, while the amount of EU 87 million equivalents to 15 % has been decided as maximum limit.

G. Payment of the subscribed capital

The Board of Governors Resolution No. 03, dated 06.10.2006 with regard to the payment of the subscribed capitals by founding members shall remain effective. Therefore, as resolved by the Board of Governors, the remaining amount of the subscribed capital should be paid in equal consecutive annual installments in five years.

The new member of the ECOBANK would pay their share of subscribed capital in two parts;

(i) Initial payment; this is the amount to be paid immediately as initial contribution which would be 20% of its share to subscribed capital.
(ii) The remaining contribution to be paid on installment basis; the remaining amount of the share of subscribed capital, which is 80% of its share to subscribed capital would be paid in equal consecutive annual installments in five years.

H. Composition of the Board of Governors

The Article 13 of the establishment Agreement of the ECOBANK describes the composition of the Board of Governors as follows;

Each member country shall be represented on the Board of Governors and shall appoint one Governor and one Alternate Governor. Banks and other financial institutions of a particular member country having contributed towards capital of the Bank shall be represented by the Governor appointed by their Government.

İ. Composition of the Board of Directors

The Article 16 of the establishment Agreement of the ECOBANK describes the composition of the Board of Directors as follows;

The Board of Directors shall consist of not more than six Directors and six Alternate Directors. Each ECO Founding Member shall appoint one Director and one Alternate Director.

To be able to appoint a member to the Board of Directors, a new member state should have 15 % share in the Bank. However, it is also possible to appoint a Director for the members whose capital share is less than 15%. Members who have contribution less than 15% can club together and select a Director on the Board provided that their total capital share reaches at least 15% collectively.

The member countries whose share is less than 15 % may also designate their representation to any founding member country or to the Board of Director representing a member or consortium of member countries.