Third

Session, 45th General Assembly

Elizabeth II, 2006

BILL 12

AN ACT RESPECTING THE

CONVENTION ON THE SETTLEMENT OF INVESTMENT DISPUTES BETWEEN STATES AND NATIONALS

OF OTHER STATES

Received and Read the First Time ...................................................................................................

Second Reading .................................................................................................................................

Committee ............................................................................................................................................

Third Reading .....................................................................................................................................

Royal Assent ......................................................................................................................................

HONOURABLE

THOMAS W. MARSHALL ,

Minister

of Justice and Attorney General

Ordered

to be printed by the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would approve the Convention

on the Settlement of Investment Disputes between States and Nationals of Other

States. This international convention

establishes a fair and impartial arbitration process to quickly resolve

investment disputes between contracting states and foreign nationals who invest

in those states.

The Convention would apply in the

province on the day on which it enters into force for Canada .

A BILL

AN ACT RESPECTING THE CONVENTION ON THE

SETTLEMENT OF INVESTMENT DISPUTES BETWEEN STATES AND NATIONALS

OF OTHER STATES

Analysis

Short title

Interpretation

Purpose of Act

Scope of Act

Crown bound

Enforceability of awards

Enforceability against Crown

Remedies

Stay of enforcement proceedings

Interim measures

Conciliation

Regulations

Application of Convention

Schedule

Be it enacted by the Lieutenant-Governor and

House of Assembly in Legislative Session convened, as follows:

Short title

1. This

Act may be cited as the S ettlement of

International Investment Disputes Act .

Interpretation

(1) In

this Act

(a) "award" means an award rendered by

the Arbitral Tribunal, established by

Article 37 of the Convention, and

includes an

interpretation, revision or annulment of the award under the

Convention; and

(b) "Convention" means the Convention on

the Settlement of Investment Disputes between States and Nationals of other

States, opened for signature in Washington on March 18, 1965 , the text of

which is set out in the schedule.

(2) Unless the context otherwise requires, all

words and expressions used in this Act have the same meaning as in the

Convention.

(3) In the event of an inconsistency between this

Act and another Act, this Act shall prevail to the extent of the inconsistency.

Purpose of Act

3. The

purpose of this Act is to implement the provisions of the Convention concerning

the jurisdiction and powers of the Trial Division with respect to the

recognition and enforcement of awards.

Scope of Act

4. This

Act applies with respect to agreements recording consent to arbitration or

conciliation proceedings entered into under the Convention, and awards

rendered, including those entered into or rendered before the coming into force

of this Act.

Crown bound

5. This

Act binds the Crown, other than a Crown corporation of the province.

Enforceability of

awards

6. Where

a certified copy of an award is produced to the Trial Division, it shall be

registered in that court, and when registered it has the same effect and all

proceedings may be taken to enforce it as if it were a final judgment obtained

in that court.

Enforceability

against Crown

7. An

award is enforceable against the Crown in the same manner and to the same

extent as a judgment is enforceable against the Crown.

Remedies

8. An

award is final and binding and is not subject to appeal, review, setting aside

or other remedy except as provided in the Convention.

Stay of

enforcement proceedings

9. Where

enforcement of an award is stayed under the Convention, the Trial Division, on

the application of a party to arbitration proceedings, shall stay proceedings

in relation to the enforcement of the award.

Interim measures

10. Unless

the parties have so stipulated in their agreement recording their consent to

arbitration proceedings, a party may not request a court or an administrative

tribunal to order interim measures before the institution of the proceedings or

during the proceedings, for the preservation of the party's rights and

interests.

Conciliation

11. Except

as the parties may otherwise agree, a party to conciliation proceedings shall

not, in another proceedings, whether before a court of law, an administrative

tribunal or arbitrators or otherwise, use

(

a) views expressed or statements, admissions or

offers of settlement made by the other party in the conciliation proceedings;

(

b) the report or recommendations made by the

Conciliation Commission.

Regulations

12. The

Lieutenant-Governor in Council may make regulations

which the Crown may enter into an agreement recording consent to arbitration

proceedings under the Convention;

(

b) exempting a person or class of persons from

the application of an enactment or a provision of it, on those conditions that

may be specified in the regulations, to permit them to act in a professional

capacity in an arbitration or conciliation proceeding; and

(

c) generally, to give effect to the purpose of

this Act.

Application of

Convention

(1) The

Convention applies in the province on the day on which it enters into force for

Canada in accordance with paragraph 2 of

Article 68 of the Convention.

(2) The Lieutenant-Governor in Council shall

publish in

Part I of the Gazette a

notice setting out the date on which the Convention comes into force.

Schedule

CONVENTION ON THE SETTLEMENT OF

INVESTMENT DISPUTES BETWEEN STATES AND NATIONALS

OF OTHER STATES

PREAMBLE

The

Contracting States

Considering the need for international cooperation for

economic development, and the role of private international investment therein;

Bearing

in mind the possibility

that from time to time disputes may arise in connection with such investment

between Contracting States and nationals of other Contracting States;

Recognizing

that while such disputes

would usually be subject to national legal processes, international methods of

settlement may be appropriate in certain cases;

Attaching

particular importance to

the availability of facilities for international conciliation or arbitration to

which Contracting States and nationals of other Contracting States may submit

such disputes if they so desire;

Desiring to establish such facilities under the

auspices of the International Bank for Reconstruction and Development;

Recognizing

that mutual consent by the

parties to submit such disputes to conciliation or to arbitration through such

facilities constitutes a binding agreement which requires in particular that

due consideration be given to any recommendation of conciliators, and that any

arbitral award be complied with; and

Declaring

that no Contracting State shall by the mere fact of its ratification, acceptance or approval of

this Convention and without its consent be deemed to

be under any obligation to submit any particular dispute to conciliation or

arbitration,

Have

agreed as follows:

Chapter I

International

Centre for Settlement of Investment Disputes

Section 1

Establishment and

Organization

Article 1

(1) There is hereby

established the International Centre for Settlement of Investment Disputes

(hereinafter called the Centre).

(2) The purpose of

the Centre shall be to provide facilities for conciliation and arbitration of

investment disputes between Contracting States and nationals of other Contracting States in accordance with the

provisions of this Convention.

Article 2

The seat of the

Centre shall be at the principal office of the International Bank for

Reconstruction and Development (hereinafter called the Bank). The seat may be

moved to another place by decision of the Administrative Council adopted by a

majority of two-thirds of its members.

Article 3

The Centre shall

have an Administrative Council and a Secretariat and shall maintain a Panel of

Conciliators and a Panel of Arbitrators.

Section 2

The Administrative

Council

Article 4

(1) The

Administrative Council shall be composed of one representative of each Contracting State . An alternate may act as representative in case of his principal's

absence from a meeting or inability to act.

(2) In the absence

of a contrary designation, each governor and alternate governor of the Bank

appointed by a Contracting

State shall be ex officio its representative and its

alternate respectively.

Article 5

The President of

the Bank shall be ex officio Chairman of the Administrative Council

(hereinafter called the Chairman) but shall have no vote. During his absence or

inability to act and during any vacancy in the office of President of the Bank,

the person for the time being acting as President shall act as Chairman of the

Administrative Council.

Article 6

(1) Without

prejudice to the powers and functions vested in it by other provisions of this

Convention, the Administrative Council shall:

(

a) adopt the

administrative and financial regulations of the Centre;

(

b) adopt the rules

of procedure for the institution of conciliation and arbitration proceedings;

(

c) adopt the rules

of procedure for conciliation and arbitration proceedings (hereinafter called

the Conciliation Rules and the Arbitration Rules);

(

d) approve

arrangements with the Bank for the use of the Bank's administrative facilities

and services;

(

e) determine the

conditions of service of the Secretary-General and of any Deputy

Secretary-General;

(

f) adopt the

annual budget of revenues and expenditures of the Centre;

(

g) approve the

annual report on the operation of the Centre.

The decisions

referred to in sub-paragraphs (a), (b), (

c) and (

f) above shall be adopted by a

majority of two-thirds of the members of the Administrative Council.

(2) The

Administrative Council may appoint such committees as it considers necessary.

(3) The

Administrative Council shall also exercise such other powers and perform such other

functions as it shall determine to be necessary for the implementation of the

provisions of this Convention.

Article 7

(1) The

Administrative Council shall hold an annual meeting and such other meetings as

may be determined by the Council, or convened by the Chairman, or convened by

the Secretary-General at the request of not less than five members of the

Council.

(2) Each member of

the Administrative Council shall have one vote and, except as otherwise herein

provided, all matters before the Council shall be decided by a majority of the

votes cast.

(3) A quorum for

any meeting of the Administrative Council shall be a majority of its members.

(4) The

Administrative Council may establish, by a majority of two-thirds of its

members, a procedure whereby the Chairman may seek a vote of the Council

without convening a meeting of the Council. The vote shall be considered valid

only if the majority of the members of the Council cast their votes within the

time limit fixed by the said procedure.

Article 8

Members of the

Administrative Council and the Chairman shall serve without remuneration from

the Centre.

Section 3

The Secretariat

Article 9

The Secretariat

shall consist of a Secretary-General, one or more Deputy Secretaries-General

and staff.

Article 10

(1) The

Secretary-General and any Deputy Secretary-General shall be elected by the

Administrative Council by a majority of two-thirds of its members upon the

nomination of the Chairman for a term of service not exceeding six years and

shall be eligible for re-election. After consulting the members of the

Administrative Council, the Chairman shall propose one or more candidates for

each such office.

(2) The offices of

Secretary-General and Deputy Secretary-General shall be incompatible with the

exercise of any political function. Neither the Secretary-General nor any

Deputy Secretary-General may hold any other employment or engage in any other

occupation except with the approval of the Administrative Council.

(3) During the

Secretary-General's absence or inability to act, and during any vacancy of the

office of Secretary-General, the Deputy Secretary-General shall act as

Secretary-General. If there shall be more than one Deputy Secretary-General,

the Administrative Council shall determine in advance the order in which they

shall act as Secretary-General.

Article 11

The

Secretary-General shall be the legal representative and the principal officer

of the Centre and shall be responsible for its administration, including the

appointment of staff, in accordance with the provisions of this Convention and

the rules adopted by the Administrative Council. He shall perform the function

of registrar and shall have the power to authenticate arbitral awards rendered

pursuant to this Convention, and to certify copies thereof.

Section 4

The Panels

Article 12

The Panel of

Conciliators and the Panel of Arbitrators shall each consist of qualified

persons, designated as hereinafter provided, who are willing to serve thereon.

Article 13

(1) Each Contracting State may designate to each Panel four persons who may but need not be its

nationals.

(2) The Chairman

may designate ten persons to each Panel. The persons so designated to a Panel

shall each have a different nationality.

Article 14

(1) Persons

designated to serve on the Panels shall be persons of high moral character and

recognized competence in the fields of law, commerce, industry or finance, who

may be relied upon to exercise independent judgment. Competence in the field of

law shall be of particular importance in the case of persons on the Panel of

Arbitrators.

(2) The Chairman,

in designating persons to serve on the Panels, shall in addition pay due regard

to the importance of assuring representation on the Panels of the principal

legal systems of the world and of the main forms of economic activity.

Article 15

(1) Panel members

shall serve for renewable periods of six years.

(2) In case of

death or resignation of a member of a Panel, the authority which designated the

member shall have the right to designate another person to serve for the

remainder of that member's term.

(3) Panel members

shall continue in office until their successors have been designated.

Article 16

(1) A person may

serve on both Panels.

(2) If a person

shall have been designated to serve on the same Panel by more than one

Contracting State, or by one or more Contracting States and the Chairman, he

shall be deemed to have been designated by the authority which first designated

him or, if one such authority is the State of which he is a national, by that

State.

(3) All

designations shall be notified to the Secretary-General and shall take effect

from the date on which the notification is received.

Section 5

Financing the

Centre

Article 17

If the expenditure

of the Centre cannot be met out of charges for the use of its facilities, or

out of other receipts, the excess shall be borne by Contracting States which

are members of the Bank in proportion to their respective subscriptions to the

capital stock of the Bank, and by Contracting States which are not members of

the Bank in accordance with rules adopted by the Administrative Council.

Section 6

Status, Immunities

and Privileges

Article 18

The Centre shall

have full international legal personality. The legal capacity of the Centre

shall include the capacity:

(

a) to contract;

(

b) to acquire and

dispose of movable and immovable property;

(

c) to institute

legal proceedings.

Article 19

To enable the

Centre to fulfil its functions, it shall enjoy in the territories of each Contracting State the immunities and privileges set forth in this Section.

Article 20

The Centre, its

property and assets shall enjoy immunity from all legal process, except when

the Centre waives this immunity.

Article 21

The Chairman, the

members of the Administrative Council, persons acting as conciliators or

arbitrators or members of a Committee appointed pursuant to paragraph (3) of

Article 52, and the officers and employees of the Secretariat

(

a) shall enjoy

immunity from legal process with respect to acts performed by them in the

exercise of their functions, except when the Centre waives this immunity;

(

b) not being local

nationals, shall enjoy the same immunities from immigration restrictions, alien

registration requirements and national service obligations, the same facilities

as regards exchange restrictions and the same treatment in respect of

travelling facilities as are accorded by Contracting States to the

representatives, officials and employees of comparable rank of other Contracting

States.

Article 22

The provisions of

Article 21 shall apply to persons appearing in proceedings under this

Convention as parties, agents, counsel, advocates, witnesses or experts;

provided, however, that sub-paragraph (

b) thereof shall apply only in connection

with their travel to and from, and their stay at, the place where the

proceedings are held.

Article 23

(

l) The archives of

the Centre shall be inviolable, wherever they may be.

(2) With regard to its

official communications, the Centre shall be accorded by each Contracting State treatment not less favorable than that accorded to other international

organizations.

Article 24

(1) The Centre, its

assets, property and income, and its operations and transactions authorized by

this Convention shall be exempt from all taxation and customs duties. The

Centre shall also be exempt from liability for the collection or payment of any

taxes or customs duties.

(2) Except in the

case of local nationals, no tax shall be levied on or in respect of expense

allowances paid by the Centre to the Chairman or members of the Administrative

Council, or on or in respect of salaries, expense allowances or other

emoluments paid by the Centre to officials or employees of the Secretariat.

(3) No tax shall be

levied on or in respect of fees or expense allowances received by persons

acting as conciliators, or arbitrators, or members of a Committee appointed

pursuant to paragraph (3) of

Article 52, in proceedings under this Convention,

if the sole jurisdictional basis for such tax is the location of the Centre or

the place where such proceedings are conducted or the place where such fees or

allowances are paid.

Chapter II

Jurisdiction of the

Centre

Article 25

(1) The

jurisdiction of the Centre shall extend to any legal dispute arising directly

out of an investment, between a Contracting State (or any constituent

subdivision or agency of a Contracting State designated to the Centre by that

State) and a national of another Contracting State, which the parties to the

dispute consent in writing to submit to the Centre. When the parties have given

their consent, no party may withdraw its consent unilaterally.

(2) "National

of another Contracting

State " means:

(

a) any natural

person who had the nationality of a Contracting State other than the State

party to the dispute on the date on which the parties consented to submit such

dispute to conciliation or arbitration as well as on the date on which the

request was registered pursuant to paragraph (3) of

Article 28 or paragraph

(3) Article 36, but does not include any person who on either date also had the

nationality of the Contracting State party to the dispute; and

(

b) any juridical

person which had the nationality of a Contracting State other than the State

party to the dispute on the date on which the parties consented to submit such

dispute to conciliation or arbitration and any juridical person which had the

nationality of the Contracting State party to the dispute on that date and which,

because of foreign control, the parties have agreed should be treated as a

national of another Contracting State for the purposes of this Convention.

(3) Consent by a

constituent subdivision or agency of a Contracting State shall require the approval of that State unless that State notifies the

Centre that no such approval is required.

(4) Any Contracting State may, at the time of ratification, acceptance or approval of this

Convention or at any time thereafter, notify the Centre of the class or classes

of disputes which it would or would not consider submitting to the jurisdiction

of the Centre. The Secretary-General shall forthwith transmit such notification

to all Contracting States. Such notification shall not constitute the consent

required by paragraph (1).

Article 26

Consent of the

parties to arbitration under this Convention shall, unless otherwise stated, be

deemed consent to such arbitration to the exclusion of any other remedy. A Contracting State may require the exhaustion of local administrative or judicial remedies

as a condition of its consent to arbitration under this Convention.

Article 27

(1) No Contracting

State shall give diplomatic protection, or bring an international claim, in

respect of a dispute which one of its nationals and another Contracting State

shall have consented to submit or shall have submitted to arbitration under

this Convention, unless such other Contracting State shall have failed to abide

by and comply with the award rendered in such dispute.

(2) Diplomatic

protection, for the purposes of paragraph (1), shall not include informal

diplomatic exchanges for the sole purpose of facilitating a settlement of the

dispute.

Chapter III

Conciliation

Section 1

Request for

Conciliation

Article 28

(1) Any Contracting State or any national of a Contracting State wishing to institute conciliation proceedings shall address a request

to that effect in writing to the Secretary-General who shall send a copy of the

request to the other party.

(2) The request

shall contain information concerning the issues in dispute, the identity of the

parties and their consent to conciliation in accordance with the rules of

procedure for the institution of conciliation and arbitration proceedings.

(3) The

Secretary-General shall register the request unless he finds, on the basis of

the information contained in the request, that the dispute is manifestly

outside the jurisdiction of the Centre. He shall forthwith notify the parties

of registration or refusal to register.

Section 2

Constitution of the

Conciliation Commission

Article 29

(1) The

Conciliation Commission (hereinafter called the Commission) shall be

constituted as soon as possible after registration of a request pursuant to

Article 28.

(2) (

a) The

Commission shall consist of a sole conciliator or any uneven number of

conciliators appointed as the parties shall agree.

(

b) Where the parties do not agree upon the number of conciliators and the

method of their appointment, the Commission shall consist of three

conciliators, one conciliator appointed by each party and the third, who shall

be the president of the Commission, appointed by agreement of the parties.

Article 30

If the Commission

shall not have been constituted within 90 days after notice of registration of

the request has been dispatched by the Secretary-General in accordance with

paragraph (3) of

Article 28, or such other period as the parties may agree, the

Chairman shall, at the request of either party and after consulting both

parties as far as possible, appoint the conciliator or conciliators not yet

appointed.

Article 31

(1) Conciliators

may be appointed from outside the Panel of Conciliators, except in the case of

appointments by the Chairman pursuant to

Article 30.

(2) Conciliators

appointed from outside the Panel of Conciliators shall possess the qualities

stated in paragraph (1) of

Article

Section 3

Conciliation

Proceedings

Article 32

(1) The Commission

shall be the judge of its own competence.

(2) Any objection

by a party to the dispute that that dispute is not within the jurisdiction of

the Centre, or for other reasons is not within the competence of the

Commission, shall be considered by the Commission which shall determine whether

to deal with it as a preliminary question or to join it to the merits of the

dispute.

Article 33

Any conciliation

proceeding shall be conducted in accordance with the provisions of this

Section

and, except as the parties otherwise agree, in accordance with the Conciliation

Rules in effect on the date on which the parties consented to conciliation. If

any question of procedure arises which is not covered by this

Section or the

Conciliation Rules or any rules agreed by the parties, the Commission shall

decide the question.

Article 34

(1) It shall be the

duty of the Commission to clarify the issues in dispute between the parties and

to endeavour to bring about agreement between them upon mutually acceptable

terms. To that end, the Commission may at any stage of the proceedings and from

time to time recommend terms of settlement to the parties. The parties shall

cooperate in good faith with the Commission in order to enable the Commission

to carry out its functions, and shall give their most serious consideration to

its recommendations.

(2) If the parties

reach agreement, the Commission shall draw up a report noting the issues in

dispute and recording that the parties have reached agreement. If, at any stage

of the proceedings, it appears to the Commission that there is no likelihood of

agreement between the parties, it shall close the proceedings and shall draw up

a report noting the submission of the dispute and recording the failure of the

parties to reach agreement. If one party fails to appear or participate in the

proceedings, the Commission shall close the proceedings and shall draw up a

report noting that party's failure to appear or participate.

Article 35

Except as the

parties to the dispute shall otherwise agree, neither party to a conciliation

proceeding shall be entitled in any other proceeding, whether before

arbitrators or in a court of law or otherwise, to invoke or rely on any views

expressed or statements or admissions or offers of settlement made by the other

party in the conciliation proceedings, or the report or any recommendations

made by the Commission.

Chapter IV

Arbitration

Section 1

Request for

Arbitration

Article 36

(1) Any Contracting State or any national of a Contracting State wishing to institute arbitration proceedings shall address a request to

that effect in writing to the Secretary-General who shall send a copy of the

request to the other party.

(2) The request

shall contain information concerning the issues in dispute, the identity of the

parties and their consent to arbitration in accordance with the rules of

procedure for the institution of conciliation and arbitration proceedings.

(3) The

Secretary-General shall register the request unless he finds, on the basis of

the information contained in the request, that the dispute is manifestly

outside the jurisdiction of the Centre. He shall forthwith notify the parties of

registration or refusal to register.

Section 2

Constitution of the

Tribunal

Article 37

(1) The Arbitral

Tribunal (hereinafter called the Tribunal) shall be constituted as soon as

possible after registration of a request pursuant to

Article 36.

(2) (

a) The

Tribunal shall consist of a sole arbitrator or any uneven number of arbitrators

appointed as the parties shall agree.

(

b) Where the

parties do not agree upon the number of arbitrators and the method of their

appointment, the Tribunal shall consist of three arbitrators, one arbitrator

appointed by each party and the third, who shall be the president of the

Tribunal, appointed by agreement of the parties.

Article 38

If the Tribunal

shall not have been constituted within 90 days after notice of registration of

the request has been dispatched by the Secretary-General in accordance with

paragraph (3) of

Article 36, or such other period as the parties may agree, the

Chairman shall, at the request of either party and after consulting both

parties as far as possible, appoint the arbitrator or arbitrators not yet

appointed. Arbitrators appointed by the Chairman pursuant to this

Article shall

not be nationals of the Contracting State party to the dispute or of the Contracting State whose national is a party to the dispute.

Article 39

The majority of the

arbitrators shall be nationals of States other than the Contracting State party

to the dispute and the Contracting State whose national is a party to the

dispute; provided, however, that the foregoing provisions of this

Article shall

not apply if the sole arbitrator or each individual member of the Tribunal has

been appointed by agreement of the parties.

Article 40

(1) Arbitrators may

be appointed from outside the Panel of Arbitrators, except in the case of

appointments by the Chairman pursuant to

Article 38.

(2) Arbitrators

appointed from outside the Panel of Arbitrators shall possess the qualities

stated in paragraph (1) of

Article

Section 3

Powers and

Functions of the Tribunal

Article 41

(1) The Tribunal

shall be the judge of its own competence.

(2) Any objection

by a party to the dispute that that dispute is not within the jurisdiction of

the Centre, or for other reasons is not within the competence of the Tribunal,

shall be considered by the Tribunal which shall determine whether to deal with

it as a preliminary question or to join it to the merits of the dispute.

Article 42

(1) The Tribunal

shall decide a dispute in accordance with such rules of law as may be agreed by

the parties. In the absence of such agreement, the Tribunal shall apply the law

of the Contracting State party to the dispute (including its rules on the conflict of laws) and

such rules of international law as may be applicable.

(2) The Tribunal

may not bring in a finding of non lique t

on the ground of silence or obscurity of the law.

(3) The provisions

of paragraphs (1) and (2) shall not prejudice the power of the Tribunal to

decide a dispute ex aequo et bono if

the parties so agree.

Article 43

Except as the

parties otherwise agree, the Tribunal may, if it deems it necessary at any

stage of the proceedings,

(

a) call upon the

parties to produce documents or other evidence, and

(

b) visit the scene

connected with the dispute, and conduct such inquiries there as it may deem

appropriate.

Article 44

Any arbitration

proceeding shall be conducted in accordance with the provisions of this

Section

and, except as the parties otherwise agree, in accordance with the Arbitration

Rules in effect on the date on which the parties consented to arbitration. If

any question of procedure arises which is not covered by this

Section or the

Arbitration Rules or any rules agreed by the parties, the Tribunal shall decide

the question.

Article 45

(1) Failure of a party

to appear or to present his case shall not be deemed an admission of the other

party's assertions.

(2) If a party

fails to appear or to present his case at any stage of the proceedings the

other party may request the Tribunal to deal with the questions submitted to it

and to render an award. Before rendering an award, the Tribunal shall notify,

and grant a period of grace to, the party failing to appear or to present its

case, unless it is satisfied that that party does not intend to do so.

Article 46

Except as the

parties otherwise agree, the Tribunal shall, if requested by a party, determine

any incidental or additional claims or counterclaims arising directly out of

the subject-matter of the dispute provided that they are within the scope of

the consent of the parties and are otherwise within the jurisdiction of the

Centre.

Article 47

Except as the

parties otherwise agree, the Tribunal may, if it considers that the

circumstances so require, recommend any provisional measures which should be

taken to preserve the respective rights of either party.

Section 4

The Award

Article 48

(1) The Tribunal

shall decide questions by a majority of the votes of all its members.

(2) The award of

the Tribunal shall be in writing and shall be signed by the members of the

Tribunal who voted for it.

(3) The award shall

deal with every question submitted to the Tribunal, and shall state the reasons

upon which it is based.

(4) Any member of

the Tribunal may attach his individual opinion to the award, whether he

dissents from the majority or not, or a statement of his dissent.

(5) The Centre

shall not publish the award without the consent of the parties.

Article 49

(1) The

Secretary-General shall promptly dispatch certified copies of the award to the

parties. The award shall be deemed to have been rendered on the date on which

the certified copies were dispatched.

(2) The Tribunal

upon the request of a party made within 45 days after the date on which the

award was rendered may after notice to the other party decide any question

which it had omitted to decide in the award, and shall rectify any clerical,

arithmetical or similar error in the award. Its decision shall become part of

the award and shall be notified to the parties in the same manner as the award.

The periods of time provided for under paragraph (2) of

Article 51 and

paragraph (2) of

Article 52 shall run from the date on which the decision was

rendered.

Section 5

Interpretation,

Revision and Annulment of the Award

Article 50

(1) If any dispute

shall arise between the parties as to the meaning or scope of an award, either

party may request

interpretation of the award by an application in writing

addressed to the Secretary-General.

(2) The request

shall, if possible, be submitted to the Tribunal which rendered the award. If

this shall not be possible, a new Tribunal shall be constituted in accordance

with

Section 2 of this Chapter. The Tribunal may, if it considers that the

circumstances so require, stay enforcement of the award pending its decision.

Article 51

(1) Either party

may request revision of the award by an application in writing addressed to the

Secretary-General on the ground of discovery of some fact of such a nature as

decisively to affect the award, provided that when the award was rendered that

fact was unknown to the Tribunal and to the applicant and that the applicant's

ignorance of that fact was not due to negligence.

(2) The application

shall be made within 90 days after the discovery of such fact and in any event

within three years after the date on which the award was rendered.

(3) The request

shall, if possible, be submitted to the Tribunal which rendered the award. If

this shall not be possible, a new Tribunal shall be constituted in accordance

with

Section 2 of this Chapter.

(4) The Tribunal

may, if it considers that the circumstances so require, stay enforcement of the

award pending its decision. If the applicant requests a stay of enforcement of

the award in his application, enforcement shall be stayed provisionally until

the Tribunal rules on such request.

Article 52

(1) Either party

may request annulment of the award by an application in writing addressed to

the Secretary-General on one or more of the following grounds:

(

a) that the

Tribunal was not properly constituted;

(

b) that the Tribunal

has manifestly exceeded its powers;

(

c) that there was

corruption on the part of a member of the Tribunal;

(

d) that there has

been a serious departure from a fundamental rule of procedure; or

(

e) that the award

has failed to state the reasons on which it is based.

(2) The application

shall be made within 120 days after the date on which the award was rendered

except that when annulment is requested on the ground of corruption such

application shall be made within 120 days after discovery of the corruption and

in any event within three years after the date on which the award was rendered.

(3) On receipt of

the request the Chairman shall forthwith appoint from the Panel of Arbitrators

an ad hoc Committee of three persons. None of the members of the Committee

shall have been a member of the Tribunal which rendered the award, shall be of

the same nationality as any such member, shall be a national of the State party

to the dispute or of the State whose national is a party to the dispute, shall

have been designated to the Panel of Arbitrators by either of those States, or

shall have acted as a conciliator in the same dispute. The Committee shall have

the authority to annul the award or any part thereof on any of the grounds set

forth in paragraph (1).

(4) The provisions

of Articles 41-45, 48, 49, 53 and 54, and of Chapters VI and VII shall apply mutatis mutandis to proceedings

before the Committee.

(5) The Committee

may, if it considers that the circumstances so require, stay enforcement of the

award pending its decision. If the applicant requests a stay of enforcement of

the award in his application, enforcement shall be stayed provisionally until

the Committee rules on such request.

(6) If the award is

annulled the dispute shall, at the request of either party, be submitted to a

new Tribunal constituted in accordance with

Section 2 of this Chapter.

Section 6

Recognition and

Enforcement of the Award

Article 53

(1) The award shall

be binding on the parties and shall not be subject to any appeal or to any other

remedy except those provided for in this Convention. Each party shall abide by

and comply with the terms of the award except to the extent that enforcement

shall have been stayed pursuant to the relevant provisions of this Convention.

(2) For the purposes

of this Section, "award" shall include any decision interpreting,

revising or annulling such award pursuant to Articles 50, 51 or 52.

Article 54

(1) Each Contracting State shall recognize an award rendered pursuant to this Convention as

binding and enforce the pecuniary obligations imposed by that award within its

territories as if it were a final judgment of a court in that State. A Contracting State with a federal constitution may enforce such an award in or through its

federal courts and may provide that such courts shall treat the award as if it

were a final judgment of the courts of a constituent state.

(2) A party seeking

recognition or enforcement in the territories of a Contracting State shall furnish to a competent court or other authority which such State

shall have designated for this purpose a copy of the award certified by the

Secretary-General. Each Contracting State shall notify the Secretary-General of the designation of the competent

court or other authority for this purpose and of any subsequent change in such

designation.

(3) Execution of

the award shall be governed by the laws concerning the execution of judgments

in force in the State in whose territories such execution is sought.

Article 55

Nothing in

Article

54 shall be construed as derogating from the law in force in any Contracting State relating to immunity of that State or of any foreign State from

execution.

Chapter V

Replacement and

Disqualification of Conciliators and Arbitrators

Article 56

(1) After a

Commission or a Tribunal has been constituted and proceedings have begun, its

composition shall remain unchanged; provided, however, that if a conciliator or

an arbitrator should die, become incapacitated, or resign, the resulting

vacancy shall be filled in accordance with the provisions of

Section 2 of

Chapter III or

Section 2 of

Chapter IV.

(2) A member of a

Commission or Tribunal shall continue to serve in that capacity notwithstanding

that he shall have ceased to be a member of the Panel.

(3) If a

conciliator or arbitrator appointed by a party shall have resigned without the

consent of the Commission or Tribunal of which he was a member, the Chairman

shall appoint a person from the appropriate Panel to fill the resulting

vacancy.

Article 57

A party may propose

to a Commission or Tribunal the disqualification of any of its members on

account of any fact indicating a manifest lack of the qualities required by

paragraph (1) of

Article 14. A party to arbitration proceedings may, in

addition, propose the disqualification of an arbitrator on the ground that he

was ineligible for appointment to the Tribunal under

Section 2 of

Chapter IV.

Article 58

The decision on any

proposal to disqualify a conciliator or arbitrator shall be taken by the other

members of the Commission or Tribunal as the case may be, provided that where

those members are equally divided, or in the case of a proposal to disqualify a

sole conciliator or arbitrator, or a majority of the conciliators or

arbitrators, the Chairman shall take that decision. If it is decided that the

proposal is well-founded the conciliator or arbitrator to whom the decision

relates shall be replaced in accordance with the provisions of

Section 2 of

Chapter III or

Section 2 of

Chapter IV.

Chapter VI

Cost of Proceedings

Article 59

The charges payable

by the parties for the use of the facilities of the Centre shall be determined

by the Secretary-General in accordance with the regulations adopted by the

Administrative Council.

Article 60

(

l) Each Commission

and each Tribunal shall determine the fees and expenses of its members within

limits established from time to time by the Administrative Council and after

consultation with the Secretary-General.

(2) Nothing in

paragraph (1) of this

Article shall preclude the parties from agreeing in

advance with the Commission or Tribunal concerned upon the fees and expenses of

its members.

Article 61

(

l) In the case of

conciliation proceedings the fees and expenses of members of the Commission as

well as the charges for the use of the facilities of the Centre, shall be borne

equally by the parties. Each party shall bear any other expenses it incurs in

connection with the proceedings.

(2) In the case of

arbitration proceedings the Tribunal shall, except as the parties otherwise

agree, assess the expenses incurred by the parties in connection with the

proceedings, and shall decide how and by whom those expenses, the fees and

expenses of the members of the Tribunal and the charges for the use of the

facilities of the Centre shall be paid. Such decision shall form part of the

award.

Chapter VII

Place of

Proceedings

Article 62

Conciliation and

arbitration proceedings shall be held at the seat of the Centre except as

hereinafter provided.

Article 63

Conciliation and

arbitration proceedings may be held, if the parties so agree,

(

a) at the seat of

the Permanent Court of Arbitration or of any other appropriate institution,

whether private or public, with which the Centre may make arrangements for that

purpose; or

(

b) at any other

place approved by the Commission or Tribunal after consultation with the

Secretary-General.

Chapter VIII

Disputes between

Contracting States

Article 64

Any dispute arising

between Contracting States concerning the

interpretation or application of this

Convention which is not settled by negotiation shall be referred to the

International Court of Justice by the application of any party to such dispute,

unless the States concerned agree to another method of settlement.

Chapter IX

Amendment

Article 65

Any Contracting State may propose amendment of this Convention. The text of a proposed

amendment shall be communicated to the Secretary-General not less than 90 days

prior to the meeting of the Administrative Council at which such amendment is

to be considered and shall forthwith be transmitted by him to all the members

of the Administrative Council.

Article 66

(1) If the

Administrative Council shall so decide by a majority of two-thirds of its

members, the proposed amendment shall be circulated to all Contracting States for

ratification, acceptance or approval. Each amendment shall enter into force 30

days after dispatch by the depositary of this Convention of a notification to

Contracting States that all Contracting States have ratified, accepted or

approved the amendment.

(2) No amendment

shall affect the rights and obligations under this Convention of any Contracting State or of any of its constituent subdivisions or agencies, or of any

national of such State arising out of consent to the jurisdiction of the Centre

given before the date of entry into force of the amendment.

Chapter X

Final Provisions

Article 67

This Convention

shall be open for signature on behalf of States members of the Bank. It shall

also be open for signature on behalf of any other State which is a party to the

Statute of the International Court of Justice and which the Administrative

Council, by a vote of two-thirds of its members, shall have invited to sign the

Convention.

Article 68

(1) This Convention

shall be subject to ratification, acceptance or approval by the signatory

States in accordance with their respective constitutional procedures.

(2) This Convention

shall enter into force 30 days after the date of deposit of the twentieth

instrument of ratification, acceptance or approval. It shall enter into force

for each State which subsequently deposits its instrument of ratification,

acceptance or approval 30 days after the date of such deposit.

Artic l e 69

Each Contracting State shall take such legislative or other measures as may be necessary for

making the provisions of this Convention effective in its territories.

Article 70

This Convention

shall apply to all territories for whose international relations a Contracting

State is responsible, except those which are excluded by such State by written

notice to the depositary of this Convention either at the time of ratification,

acceptance or approval or subsequently.

Article 71

Any Contracting State may denounce this Convention by written notice to the depositary of

this Convention. The denunciation shall take effect six months after receipt of

such notice.

Article 72

Notice by a

Contracting State pursuant to Articles 70 or 71 shall not affect the rights or

obligations under this Convention of that State or of any of its constituent

subdivisions or agencies or of any national of that State arising out of

consent to the jurisdiction of the Centre given by one of them before such

notice was received by the depositary.

Article 73

Instruments of

ratification, acceptance or approval of this Convention and of amendments

thereto shall be deposited with the Bank which shall act as the depositary of

this Convention. The depositary shall transmit certified copies of this

Convention to States members of the Bank and to any other State invited to sign

the Convention.

Article 74

The depositary

shall register this Convention with the Secretariat of the United Nations in

accordance with

Article 102 of the Charter of the United Nations and the

Regulations thereunder adopted by the General Assembly.

Article 75

The depositary

shall notify all signatory States of the following:

(

a) signatures in

accordance with

Article 67;

(

b) deposits of

instruments of ratification, acceptance and approval in accordance with

Article

73;

(

c) the date on

which this Convention enters into force in accordance with

Article 68;

(

d) exclusions from

territorial application pursuant to

Article 70;

(

e) the date on

which any amendment of this Convention enters into force in accordance with

Article 66; and

(

f) denunciations in

accordance with

Article 71.

all three texts being equally authentic, in a single copy which shall remain

deposited in the archives of the International Bank for Reconstruction and

Development, which has indicated by its signature below its agreement to fulfil

the functions with which it is charged under this Convention.

Earl G. Tucker, Queen's Printer