Arbitration (International Investment Disputes) Act, 2011

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THE ARBITRATION (INTERNATIONAL INVESTMENT 
DISPUTES) ACT, 2011 
 
 
 
 
 
CONTENTS 
 
 
 
1.  Short title, extent and commencement.  
2. Definitions.  
3. Registration of awards.  
4. Effect of registration.  
5. Binding on the Government.  
6. Government contribution to expenses under the Convention.  
7. Exclusion of Arbitration Act.  
8. Certain provisions of Convention to have force of law.  
9. Power to make rules.  
10. Federal Government to amend schedule. 
 
SCHEDULE 
[See sections 2(c) and 2(e)] 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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THE ARBITRATION (INTERNATIONAL INVESTMENT DISPUTES) 
ACT, 2011 
 
ACT No. IX OF 2011 
 
[30th April, 2011] 
 
An Act to implement the International Convention on the Settlement of Investment Disputes between 
States and Nationals of other States 
 
WHEREAS Pakistan has signed and ratified the International Convention on the Settlement 
of Investment Disputes between States and Nationals of Other States; 
 
AND WHEREAS it is expedient to enact the law for that purpose. 
 
It is hereby enacted as follows:- 
 
 
1.  Short  title, extent  and  commencement.⸻ (1) This  Act  may  be  called  the  
Arbitration (International Investment Disputes) Act, 2011. 
 
(1) It extends to the whole of Pakistan. 
 
(2) It shall come to into force at once. 
 
2. Definitions. In this Act, unless there is anything repugnant in the subject or context, 
 
(a)  “award” includes any decision interpreting, reversing or annulling an award, 
being a decision pursuant to the  Convention, and any decision as to costs 
which under the Convention is to form part of the award; 
 
(b)  “Centre” means the International C entre for Settlement of Investment 
Disputes established by the Convention; 
 
(c)  “Convention” means the Convention on the Settlement of Investment 
Disputes between States and Nationals of Other States, incorporated in the 
Schedule; 
 
(d)  “Government” means the Federal Government; and 
 
(e)  “Schedule” means the Schedule to this Act. 
 
3.Registration of awards. (1) An award shall be deemed to have been rendered 
pursuant to the Convention on the date on which certified copies of the award were dispatched to the 
parties; 
 
(2) Any person seeking recognition or enforcement of an award rendered pursuant to the 
Convention shall be entitled to have the award registered in the High Court subject to proof of any 
matters that may be prescribed and to the other provisions of this Act. 
 
 
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(3) In addition to the pecuniary obligations imposed by the award, the award shall be registered 
for the reasonable costs of and incidental to registration. 
 
 
(4) If at the date of the application for registration the pecuniary obligations imposed by the 
award have been partly satisfied, the award shall be registered only in respect of the balance, and 
accordingly if those obligations have been wholly satisfied, the award shall not be registered. 
 
4. Effect of registration. Subject to the provisions of this Act, an award registered under 
section 3 shall, as respects the pecuniary obligations which it imposes, be of the same force and 
effect for the purposes of execution as if it had been a judgment of the High Court given when the 
award was rendered pursuant to the Convention and entered on the date of registration under this 
Act, and, so far as it relates to such pecuniary obligations,⸻ 
 
 (a)  proceedings may be taken on the award; 
 
 (b)  the sum for which the award is registered shall carry interest if the award so 
  stipulates; and 
 
 (c)  the High Court shall have the same control over the execution of the  
  award, as if the award had been a judgment of the High Court. 
 
5. Binding  on the Government. Sections 3 and 4 shall bind the Government but not so 
as to make an award enforceable against the Government in a manner in which a judgment would not 
be enforceable against the Government. 
 
Provided that section 3 and 4 shall not be binding on the Government in the case of awards 
to which it is not a party. 
 
 6. Government contribution to expenses under the Convention. Any sums required 
to meet any obligations of the Government arising out of Article 17 of the Convention (which 
obliges the Contracting States to meet any deficit of the Centre) shall be charged on Government 
and paid through the Budget. 
 
 7. Exclusion of Arbitration Act. The provisions of the Arbitration Act, 1940, (X of 1940) 
shall not apply to proceedings pursuant to the Convention. 
 
 8. Certain provisions of Convention  to have force of law. (1) Notwithstanding anything 
to the contrary in any law, the provisions of Articles 18, 19, 20, 21(a), 22 of convention as it applies 
to Articles 21(a), 23(1) and 24 shall have the force of law.   
(2) Nothing in Article 24(1) of the Convention shall be construed as 
 
(a)   entitling the Centre to import into Pakistan goods free of any customs 
duty without restriction on their subsequent sale therein; 
 
(b)  conferring on the Centre and exemption from taxes or duties which form part 
of the price of goods sold; or 
 
(c)  conferring on the Centre any exemption from taxes or duties rendered.
 
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(3) For the purposes of Article 20 and Article 21(a) of the Convention as given the force of 
law by  this section, a statement to the effect that the Centre has waived an immunity in the 
circumstances specified in the statement, being a statement certified by the Secretary­General of the 
Centre, or by the person acting as Secretary­General, shall be conclusive evidence of such waiver. 
 
9.Power to make rules.⸻ The Federal Government may make rules 
 
(a)  to prescribe the procedure for applying for registration of an award under this 
  Act, and to require the applicant to give prior notice of his intention to register 
  to other parties; 
 
(b)  to prescribe matters to be proved on the application and the manner of proof, 
  and in particular to require the applicant to furnish a copy of the award certified 
  pursuant to the Convention; 
 
(c)  to provide for the service of notice of registration of the award by the applicant 
  on other parties; 
 
(d)  to provide for the stay of execution whether provisionally or otherwise of any 
 award r egistered under this Act in accordance with the provisions of the 
Convention; and 
 
(e)  on any other matter which may be necessary to carryout the purposes of this 
  Act. 
 
10. Federal Government to amend  Schedule. The Federal Government may, by 
notification in the official Gazette; amend the Schedule in conformity with any amendments to the 
provisions, of the Convention set out therein which may hereafter be duly made and adopted. 
 
 
 
SCHEDULE 
 
[See sections 2(c) and 2 (e)] 
 
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; 
 
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 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 two­thirds 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 
 
 
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 (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 ex­officio its representative and its alternate 
respectively. 
 
ARTICLE 5 
 
 The  President  of  the  Bank  shall  be  ex­officio  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 sub­paragraphs (a), (b),(c) and (f) above shall be adopted by a 
majority of two­thirds 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 the 
Convention. 
ARTICLE 7 
 
 
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 (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 Secretary­General 
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 two­thirds 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 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 Secretary­General, one or more Deputy Secretaries­General 
and Staff. 
 
ARTICLE 10 
 
 (1) The Secretary­General and any Deputy Secretary­General shall be elected by the 
Administrative Council by a  majority of two­thirds of its members upon the nomination of the 
Chairman for a term of service not exceeding six years and shall be eligible for re­election. After 
consulting the members of the Administrative Council, the Chairman shall propose one or more 
candidates for each such office. 
 
 (2)The offices of Secretary­General and Deputy Secretary­General shall be incompatible with 
the exercise of any political function. Neither the Secretary­General nor  any Deputy 
Secretary­General may hold any other employment or engage in any other occupation except with 
the approval of the Administrative Council. 
 
 (3) During the Secretary­General's absence or inability to act, and during any vacancy of the 
office of Secretary­General, the Deputy Secretary General shall act as Secretary­General. If there 
shall be more than one Deputy Secretary­General, the Administrative Council shall determine in 
advance the order in which they shall act as Secretary­General. 
 
 
ARTICLE 11 
 
 The Secretary­General 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 
 
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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) Person 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 or which he is a national, by that State. 
 
 (3) All designations shall be notified to the Secretary­General and shall take effect from the 
date on which the notification is received. 
 
 
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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 fulfill its functions, it shall enjoy in the territories of each 
Contracting State the immunities and privileges set forth in the 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 traveling facilities as are accorded by Contracting States to the 
representatives, officials and employees of comparable rank of other 
Contracting States. 
 
 
 
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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 
 
 (1) 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 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) of 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 
 
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  (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 Secretary­General 
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 Secretary­General 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. 
 
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 (3)  The  Secretary­General  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 d ispatched by the Secretary­General in accordance with p aragraph (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 14. 
 
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 the 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 
 
 
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 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 endeavor 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 f ailure 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 o therwise 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 of 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 Secretary­General 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. 
 
 
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 (3)  The  Secretary­General  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 patties 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)  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 Secretary­General 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 14. 
 
SECTION 3.⸻ POWERS AND FUNCTIONS OF THE TRIBUNAL 
 
ARTICLE 41 
 
 (1) The Tribunal shall be the judge of its own competence. 
 
 
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 (2) Any objection by a party to the dispute 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 liquet 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 
 
 (1) 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 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 subject­matter of the 
 
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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 Secretary­General 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 
 
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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 Secretary­General 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 Secretary­General 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). 
 
 
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 (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 Secretary­General. Each Contracting State shall notify 
the Secretary­General 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. 
 
 
 
 
 
 
 
 
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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 well­founded 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 Secretary­General in accordance with the regulations adopted by the Administrative 
Council. 
 
ARTICLE 60 
 
 (2) 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 Secretary­General. 
 
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 (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 
 
 (1) 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 Secretary­General. 
 
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. 
 
 
 
 
 
 
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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 Secretary­General 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 two­thirds 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 depository of the 
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 or 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 two­thirds 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. 
 
ARTICLE 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. 
 
 
 
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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 depository 
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 Contracting State pursuant to Article 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 there under 
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. 
 
 
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 DONE at Washington, in the English, French and Spanish languages, 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 fulfill the functions with which it is charged under this Convention.