Common use of Institutional Arrangements Clause in Contracts

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this Agreement: (a) The Meeting of Ministers responsible for investment of each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs institutional mechanisms for the implementation of this protocol shall comprise the CMT, Committee of Senior Officials responsible for trade matters, the TNF and the Sector Coordinating Unit. 2. The Committee of Ministers shall be responsible for administering this Agreementtrade matters including the following: (a) The Meeting of Ministers responsible for investment of each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this AgreementProtocol; (b) making decisions or issuing directions appointment of panels of trade experts to resolve disputes that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) arise regarding the interpretation or application of this AgreementProtocol; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review supervision of the effectiveness work of any committee or sub-committee established under this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter.Protocol; 3. The CCI shall be responsible forCommittee of Senior Officials shall: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations report to the CCIA Committee, either CMT on its own initiative or upon the request of the CCIA Committee, concerning matters relating to the implementation of the provisions of contained in this AgreementProtocol; (b) supervise the work of the Sector Co-ordinating Unit; c) clear the documents prepared by the Sector Co-ordinating Unit to be submitted to the CMT; d) preparation liaise closely with both the CMT and development of action plans for the Sector Co-ordinating Unit; e) monitor the implementation of this Agreement; andProtocol; (ef) carrying out such other functions as are assigned to it by or under this Agreementsupervise the work of the TNF. 4. The COMESA Secretariat Trade Negotiation Forum shall provide secretarial services be responsible for the conduct of trade negotiations and shall report to the institutions described Committee of Senior Officials. Its functions shall include: a) regular reviews in paragraph 1which offers shall be made and where the removal of non-tariff barriers shall be requested or offered; b) the creation of a research capacity of experts to monitor the impact of measures already implemented, and offer advice on the potential impact of offers under discussion; c) the establishment of a linkage between trade liberalisation and industrial policy co- ordination, as well as other areas of sectoral co-operation; and d) the establishment of a regional framework on the phased reduction and eventual elimination of tariff and NTBs to trade among Member States. 5. The Manager Sector Coordinating Unit shall perform the following functions: a) coordinate the day-to-day operations in the implementation of this Protocol; b) provide technical and administrative assistance to the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by CouncilCMT, the CCIA Committee of Senior Officials and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of ProcedureTNF. 7. Subject c) provide assistance to the Rules of Procedure agreed pursuant subsidiary committees, sub-committees and panels established to paragraph 6 of implement this Article, the key representatives of Protocol; d) work closely with the private sector sector; e) identify research needs and other stakeholders as may be determined by each Member State, shall participate priorities in the meetings of the institutions described under paragraph 1 of this Article as ex-officio memberstrade area.

Institutional Arrangements. 1. Except as the Bank shall otherwise agree, the Borrower shall maintain, until the completion of the Project, the PIU, and ensure that the PIU functions at all times in a manner and with staffing and budgetary resources satisfactory to the Bank and suitable to enable it to implement the Project, including compliance under the Project with all of the Bank’s fiduciary and safeguard requirements. 2. The following COMESA organs Borrower shall: (i) maintain the Operational Manual in form and content satisfactory to the Bank: (ii) duly perform all its obligations under the Operational Manual; and (iii) not assign, amend, abrogate or waive the Operational Manual or any provision thereof without obtaining the prior approval of the Bank. 3. Beginning with Fiscal Year 2009 and for the duration of Project implementation, the Borrower shall be responsible for administering this Agreementsubmit, not later than August 15 and June 30, respectively, a compliance certificate confirming ongoing compliance with the laws and regulations of the Guarantor applicable to the Borrower and providing information on agreed-upon prudential ratios, as certified by the Borrower’s management on a semi-annual basis as of June 30 and December 31 of each Fiscal Year. 4. For the purposes of carrying out the Project, the Borrower shall: (a) The Meeting of Ministers responsible for investment of each Member State, which for select PB pursuant to the purposes criteria set forth in paragraph B.1 of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this AgreementSection; (b) making decisions or issuing directions that may require relend to each PB the equivalent of the proceeds of the Loan allocated to Category (1) set forth in Section IV.A of this Schedule under a Subsidiary Loan Agreement to be made entered into between the Borrower and each PB, under Articles 18(3)terms and conditions which shall have been approved by the Bank, 18(4)and which shall include without limitation, 24(3) those set forth in paragraphs B.2, B.3, B.4 and 25(5) B.5 of this AgreementSection; (c) recommending ensure that, except as the Bank shall otherwise agree, the aggregate amount of all Sub-loans made provided to any one Beneficiary Enterprise, or group of connected Beneficiary Enterprises, from all PBs shall not exceed the Council any review equivalent of this Agreement when necessaryEuro 10,000,000; (d) making recommendations monitor the overall execution of the Project and the carrying out by the PBs of their obligations under their respective Subsidiary Loan Agreements in accordance with policies and procedures satisfactory to the Council on any policy issues that need Bank; (e) take or cause to be made taken all action necessary or appropriate on its part to enhance enable the objectives PBs to perform in accordance with the provisions of this Agreement. For example their respective Subsidiary Loan Agreements all the development obligations of common minimum standards relating the PBs therein set forth, and not take or permit to investment in areas be taken any action which would prevent or interfere with such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidiesperformance; and (ef) conducting a review exercise its rights under the Subsidiary Loan Agreements in such manner as to protect the interests of the effectiveness of this Agreement Bank and its implementation in the light of its objectives four years after its entry into force Guarantor and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review to accomplish the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request purposes of the CCIA CommitteeLoan, concerning and, except as the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out Bank shall otherwise agree, not assign, amend, abrogate or waive any such other functions as are assigned to it by Agreement or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1any provision thereof. 5. The Manager Borrower shall ensure that the Project is carried out in accordance with the provisions of the COMESA Regional Investment Agency or their representative shall participate in Anti-Corruption Guidelines issued by the Bank on October 15, 2006, which are applicable to all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement IBRD loans and any directions given by Council, the CCIA Committee ▇▇▇ credits and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Proceduregrants. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. Except as the Bank shall otherwise agree, the Borrower shall maintain, until the completion of the Project, the PIU, and ensure that the PIU functions at all times in a manner and with staffing and budgetary resources necessary and appropriate for Project implementation, and satisfactory to the Bank. 2. The following COMESA organs Borrower shall be responsible for administering this Agreementmaintain the Operational Manual in form and content satisfactory to the Bank, shall duly perform all its obligations under the Operational Manual and shall not assign, amend, abrogate or waive the Operational Manual without obtaining the prior approval of the Bank. 3. The Borrower shall, throughout the implementation of the Project, comply with the applicable prudential regulations of the Guarantor. 4. For the purposes of carrying out Part A of the Project, the Borrower shall: (a) The Meeting of Ministers responsible for investment of each Member State, which for the purposes select Participating Banks and Leasing Companies as PFIs pursuant to criteria set forth in paragraph B.1 of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this AgreementSection; (b) making decisions or issuing directions that may require relend to the PFIs the equivalent of the proceeds of the Loan allocated from time to time to Category (1) set forth in Section IV.A of this Schedule under Subsidiary Loan Agreements to be made entered into between the Borrower and each such PFI, under Articles 18(3)terms and conditions which shall have been approved by the Bank, 18(4)and which shall include without limitation, 24(3) and 25(5) those set forth in Section I.B of this AgreementSchedule; (c) recommending ensure that, except as the Bank shall otherwise agree, the aggregate amount of all Sub-loans made or the aggregate amount of all Lease Financing provided to any one Beneficiary Enterprise, or group of connected Beneficiary Enterprises, from all PFIs shall not exceed the Council any review equivalent of this Agreement when necessary$10,000,000; (d) making recommendations monitor the overall execution of the Project and the carrying out by the PFIs of their obligations under their respective Subsidiary Loan Agreements in accordance with policies and procedures satisfactory to the Council on any policy issues that need Bank; (e) take or cause to be made taken all action necessary or appropriate on its part to enhance enable the objectives PFIs to perform in accordance with the provisions of this Agreement. For example their respective Subsidiary Loan Agreements all the development obligations of common minimum standards relating the PFIs therein set forth, and not take or permit to investment in areas be taken any action which would prevent or interfere with such as:performance; (if) environmental impact exercise its rights under the Subsidiary Loan Agreements in such manner as to protect the interests of the Bank and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidiesthe Guarantor and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, not assign, amend, abrogate or waive any such Agreement or any provision thereof; and (eg) conducting a review of use its best efforts to utilize all payments made by PFIs under the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: Subsidiary Loan Agreements (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon extent payments are not required to meet the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation Borrower’s payment and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services repayment obligations to the institutions described in paragraph 1Bank) to finance private exporting enterprises. 5. The Manager Borrower shall ensure that the Project is carried out in accordance with the provisions of the COMESA Regional Investment Agency or their representative shall participate in Anti-Corruption Guidelines issued by the Bank on October 15, 2006, as revised January 2011, which are applicable to all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement IBRD loans and any directions given by Council, the CCIA Committee ▇▇▇ credits and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Proceduregrants. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs Recipient shall be responsible for administering this Agreementcause: (a) The Meeting of Ministers responsible for investment of each Member StateNAC to maintain HAPCO, which for as its national secretariat, in a form and with functions, staffing and resources satisfactory to the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee)Association; and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment each RAC and Chief Executives of Investment Promotion Agencies as may WAC to be designated by each Member Statemaintained in a form and with functions, which for staffing and resources satisfactory to the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI)Association. 2. The CCIA Committee NAC, chaired by the Recipient’s President, shall be responsible for: (a) have overall supervision responsibility for guidance, advocacy or oversight of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafternational HIV/AIDS strategy. 3. The CCI HAPCO shall be responsible for: (a) for coordination and monitoring and keeping under constant review the implementation evaluation of this Agreement; (b) coall HIV/AIDS activities, and coordination, liaison, supervision, long-ordinating the implementation of this Agreement; (c) submiting its reports term planning and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans policy support for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this AgreementProject. 4. The COMESA Secretariat Recipient shall provide secretarial services ensure that the positions of Director General and Deputy Director General at HAPCO shall remain occupied at all times during Project implementation. The Recipient shall also ensure that the positions for program and planning personnel, finance officers, procurement specialists, internal auditors, and monitoring and evaluation personnel at HAPCO shall be kept filled at all times by persons having qualifications, experience and terms of reference acceptable to the institutions described in paragraph 1Association. 5. The Manager HAPCO shall report to its Management Board on the discharge of its functions under the Project; and furnish to the Board, for the approval of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio memberBoard and NAC, consolidated annual work programs, related annual budget proposals, various progress reports and other documents relating to HAPCO’s functions. 6. Subject The Recipient shall cause HAPCO to this Agreement set up Review Boards at Federal, regional and any directions given Woreda levels, with composition and terms of reference satisfactory to the Association. The Review Board Members shall be selected by Council, the CCIA Committee National HIV/AIDS and Regional HIV/AIDS Councils in accordance with criteria set out in the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of ProcedurePIM. 7. Subject The regional HAPCOs shall provide the necessary technical support to the Rules Woredas including organization of Procedure agreed pursuant to paragraph 6 regional training for the Woredas on participatory community appraisal techniques. 8. The Information, Monitoring and Evaluation Department (IMED) shall utilize technical advisory services (including services of this Articlethe Central Statistical Authority, the key representatives Regional Statistical Offices, Universities and private institutions) to assist it in the generation of information and analysis. IMED’s functions shall include: (a) the development of a data collection system, including social impact monitoring, to be used to establish the performance criteria and impact for each component of the private sector and other stakeholders Project as may be determined measured by each Member State, shall participate in the meetings agreed indicators of the institutions described under paragraph 1 Project; (b) the compilation and consolidation of this Article as ex-officio membersmonitoring information including data related to outcome achievement and program performance, expenditure and disbursements; and (c) the preparation of consolidated quarterly implementation reports for the overall Project.

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this AgreementRecipient shall: (a) The Meeting establish a National Steering Committee (NSC), whose mandate, composition and terms of Ministers reference shall be acceptable to the Association, to be responsible for investment providing overall guidance and strategic direction in the implementation of the Project; (b) designate the Directorate-PAUD to serve as the CPICU and, as such, to manage and administer the Project, manage central-level activities, and coordinate Project-related activities at the level of Participating Provinces and Participating Districts; (c) cause CPICU to: (i) recruit, not later than June 30, 2007, a National Management Consultant (NMC) at the national level to facilitate implementation of the Project and provide quality assurance at central-level and at the level of Participating Provinces and Participating Districts; (ii) group Participating Districts into regions, and recruit Regional Management Consultants (RMCs) to be assigned to Participating Districts on a regional basis to support the DPIUs in the implementation of their respective Project- related activities and, in so doing, assist the CPICU in the management of the Project; (d) ensure that the CPICU is provided with adequate funds and other resources, and supported by suitably qualified and experienced personnel in adequate numbers as needed to accomplish the objectives of the Project, including project management, procurement and financial management specialists. 2. The Recipient shall ensure that: (a) in each Member StateParticipating Province, which for the purposes of this Agreement, Dinas Pendidikan shall be known designated to serve as the COMESA Common Investment Area Committee Provincial Project Coordinating Unit ("CCIA Committtee)PPCU) and, as such, to manage and administer the Project-related activities in the Participating Province, coordinate and monitor Project-related activities, and facilitate liaison with RMCs; and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by in each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such asParticipating District: (i) environmental impact the Dinas Pendidikan shall be designated to serve as the District Project Implementing Unit (DPIU) and, as such, to manage and social impact assessmentsadminister the Project, and be responsible for monitoring, evaluation and reporting on Project-related activities in the Participating District, and to provide technical guidance to Eligible Villages; (ii) labour standards a District Coordinating Committee (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review DCC), whose mandate, composition and terms of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI reference shall be acceptable to the Association, to be responsible for: (a) monitoring for providing general oversight and keeping under constant review strategic direction, as well as policy guidance on the implementation consolidation of this Agreement; (b) co-ordinating the implementation of this Agreement;ECED programs. (c) submiting its reports each PPCU, DPIU and recommendations DCC shall be provided with adequate funds and other resources, and supported by suitably qualified and experienced personnel in adequate numbers as needed to accomplish the CCIA Committee, either on its own initiative or upon the request objectives of the CCIA CommitteeProject, concerning including, in the implementation case of the provisions DPIU, project management and financial management specialists, as well as the requisite number of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this AgreementCommunity Facilitation Teams. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs Borrower shall be responsible for administering this Agreementmaintain until the completion of the Project: (a) The Meeting PERU to (i) carry out the procurement, financial management and monitoring and evaluation responsibilities of Ministers responsible the Project, (ii) initiate the baseline data collection for investment each of each Member Statethe Project performance indicators referred to in Section II.A.1 of this Schedule, which in collaboration with the designated focal points referred to in Part A.3 of this Section (“Focal Points”), and (iii) serve as coordinator for the purposes overall Project, including to consolidate the progress reports and inputs received from the Focal Points, and to provide the consolidated, periodic reports to the Project Coordinating Committee, referred to in Part A.1(b) of this AgreementSection, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee)for review; and (b) The Co-ordinating Committee on Investment composed a Project Coordinating Committee, chaired by a Director of senior officials MoFEE and comprising the Focal Points and a representative from Ministeries responsible for investment the private sector, to (i) provide strategic guidance on, and Chief Executives of Investment Promotion Agencies as may be designated oversight of, the overall reform process undertaken under the Project, (ii) approve annual Project work programs and budgets, (iii) review and clear all Project progress reports prepared by each Member StatePERU, which for the purposes including reviewing and clearing all Project reports specified in Section II of this AgreementSchedule, shall be known as before furnishing them to the Co-ordinating Committee on Investment Bank, and (CCI)iv) address any major problems affecting Project implementation. 2. The CCIA Committee Borrower shall be responsible forcarry out: (a) overall supervision Part 1 of the implementation Project through the Board of this AgreementInvestment; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) Parts 2.A and 25(5) 2.B of this Agreementthe Project through PERU; (c) recommending to Part 2.C of the Council any review Project through the Ministry of this Agreement when necessaryBusiness, Enterprise and Cooperatives; (d) making recommendations to Part 3.A of the Council on any policy issues that need to be made to enhance Project through the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) SubsidiesPPP Unit; and (e) conducting a review Part 3.B of the effectiveness Project through the Ministry of this Agreement Renewable Energy and its implementation in the light of its objectives four years after its entry into force and every four years thereafterPublic Utilities. 3. The CCI Borrower shall ensure that the individual executing agencies referred to in Part A.2 of this Section, and the other agencies benefitting from the Project, specifically the Supreme Court, Registrar General’s Office, Bank of Mauritius and Attorney General’s Office, maintain Focal Points, who will be designated respectively by the head of each agency. Each Focal Point shall be responsible for: : (a) monitoring and keeping under constant review the day-to-day implementation of this Agreement; the activities under the respective parts of the Project, including (i) managing the technical aspects of the Project activities, (ii) preparing the terms of reference for, and supervising, the relevant consultants, and (iii) coordinating with government agencies; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request programming of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation annual plans and development of action plans budget for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.relevant Project activities;

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this Agreement: (a) The Meeting of Ministers responsible for investment of each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("“CCIA Committtee)”) ; and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards standards (iii) respect for human rights (iv) Conduct conduct in conflict zones (v) corruption (vi) Subsidiessubsidies; and (e) conducting a review of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this Agreement: (a) The Meeting of Ministers responsible for investment of each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("“CCIA Committtee)”) ; and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards standards (iii) respect for human rights (iv) Conduct conduct in conflict zones (v) corruption (vi) Subsidiessubsidies; and (e) conducting a review of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 11 of this Article. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this AgreementProject Implementing Entity shall: (a) The Meeting establish by no later than three (3) months after the Effective Date, and thereafter maintain throughout the period of Ministers responsible for investment implementation of each the Project, a Steering Committee headed by Executive Director of HEC and comprised of, inter alia, HEC’s Member State(Operations and Planning), representatives not below the rank of Joint Secretary from MoF’s Finance Division, MoFEPT, PD&R and EAD, the Secretaries looking after the affairs of higher education in the provincial governments, Vice-Chancellors of public and private sector universities and a private sector representative; which committee shall be vested with functions, responsibilities, staff and resources, satisfactory to the Association, to provide strategic guidance for the purposes overall design and implementation of this AgreementProject activities, shall be known including: (i) recommending improved implementation and coordination strategies to HEC; (ii) ensuring agreed performance targets and DLRs are met within the respective timelines and advise on remedial actions where necessary; (iii) communicating about the Project to various stakeholders; and (iv) providing oversight on financial management including reviewing progress reports, internal and external audit reports and third party reports as the COMESA Common Investment Area Committee ("CCIA Committtee)well as responses and actions taken on these reports; and (b) The Co-ordinating Committee on Investment composed establish by no later than one (1) month after the Effective Date, and thereafter maintain throughout the period of senior officials from Ministeries responsible for investment implementation of the Project, a Project Coordination Unit, headed by a qualified Project coordinator, acceptable to the Association, and Chief Executives provided with sufficient resources and appropriately qualified staff, in adequate numbers, under terms of Investment Promotion Agencies reference satisfactory to the Association, comprising of, inter alia, four (4) program officers, a financial management specialist, a procurement specialist, an environmental specialist, a social specialist, as may well as communication, and monitoring and evaluation specialists; which unit shall be designated by each Member Statevested with functions, which responsibilities, staff and resources, satisfactory to the Association, as shall be required for the purposes of this Agreement, shall be known as the Coday-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the to-day implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3)Project activities, 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: including: (i) environmental impact coordinating with other departments and social impact assessments institutes for Project implementation; (ii) labour standards complying with reporting requirements under the Project; (iii) respect for human rights advising HEC on planning, implementation and monitoring and reporting processes; (iv) Conduct in conflict zones managing communication and information, including stakeholder consultations; (v) corruption providing guidance and technical support to implementing institutes and provincial governments, including through field visits; (vi) Subsidies; and (e) conducting a review carrying out the call for proposals, selection of the effectiveness of this Agreement beneficiaries, award and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review evaluation of Competitive Research Grants and ISF Grants; (vii) supporting BICs with the implementation selection of this Agreement; proposals and beneficiaries, award, and monitoring and evaluation of ISF Grants; and (bviii) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector managing technical assistance support and other stakeholders as may be determined by each Member State, shall participate in contracted activities under the meetings of the institutions described under paragraph 1 of this Article as ex-officio membersProject.

Institutional Arrangements. 1(a) The Recipient shall vest responsibility for the overall management, coordination and supervision of the Project in IARCSC. (b) The Recipient shall maintain IARCSC with functions, staffing, and resources satisfactory and acceptable to the Association. The following COMESA organs IARCSC shall be responsible for, amongst other things: (i) overall policy guidance and planning, coordination and monitoring of the Project; (ii) financial management, procurement, disbursement and administrative management processes under the Project; (iii) reviewing and recommending for administering this Agreementapproval to the PAR Steering Committee, applications by Participating Line Ministries for support under the Project; and (iv) overall planning, coordination and monitoring of the PAR program including coordination of donors and communicating with public and stakeholders. In carrying out its functions under the Project, IARCSC shall work closely with Participating Line Ministries. 2. The Recipient shall maintain a PAR Steering Committee comprised of, amongst others, senior representatives of IARCSC, the Ministry of Finance and the Office of the President. The PAR Steering Committee shall be responsible for, amongst other things: (i) Project implementation oversight; (ii) recommendation of policy and regulatory improvements; and (iii) approving applications by Participating Line Ministries for support under the Project. 3. For purposes of implementation of Part 1 of the Project, IARCSC shall enter into an agreement in form and with substance satisfactory to the Association, with each Participating Line Ministry, setting out the following: (a) The Meeting the respective responsibilities of, and expected outcomes of Ministers responsible for investment of assistance provided to each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision Participating Line Ministry under Part 1 of the implementation of this AgreementProject; (b) making decisions or issuing directions that may require the amount of resources and level of support available to be made each Participating Line Ministry from IARCSC under Articles 18(3), 18(4), 24(3) and 25(5) the Project to enable the Participating Line Ministry implement its portion of this AgreementPart 1 of the Project; (c) recommending that each Participating Line Ministry shall promptly do all acts and things, and take all actions necessary to enable such Participating Line Ministry to carry out its portion of Part 1 of the Council any review of this Agreement when necessary;Project; and (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives each Participating Line Ministry shall carry out its respective portion of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review Part 1 of the effectiveness of this Agreement and its implementation Project in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of accordance with the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this AgreementAnti- Corruption Guidelines. 4. The COMESA Secretariat IARCSC shall provide secretarial services to carry out the institutions described Project in paragraph 1. 5. The Manager accordance with the Operations Manual and the Financial Management Manual, and, except as the Association shall otherwise agree, shall not amend or waive any provision of the COMESA Regional Investment Agency or their representative shall participate Operations Manual and the Financial Management Manual if, in all the meetings opinion of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement Association, such amendment or waiver may materially and any directions given by Council, adversely affect the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives carrying out of the private sector and other stakeholders as may be determined by each Member State, shall participate in Project or the meetings achievement of the institutions described under paragraph 1 of this Article as ex-officio membersobjectives thereof.

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this Agreement: Parties hereby establish a Labor Affairs Council (aCouncil) The Meeting comprising cabinet-level or equivalent representatives of Ministers responsible for investment of each Member Statethe Parties, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as who may be designated represented on the Council by each Member State, which for the purposes of this Agreement, shall be known as the Cotheir deputies or high-ordinating Committee on Investment (CCI)level designees. 2. The CCIA Committee Council shall be responsible for: meet within the first year after the date of entry into force of this Agreement and thereafter as often as it considers necessary. The Council shall: (a) overall supervision oversee the implementation of and review progress under this Chapter, including the activities of the Labor Cooperation and Capacity Building Mechanism established under Article 17.6; (b) develop general guidelines for consideration of communications referred to in paragraph 5(c); (c) prepare reports, as appropriate, on matters related to the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) Chapter and 25(5) of this Agreement; (c) recommending make such reports available to the Council any review of this Agreement when necessary; public; (d) making recommendations endeavor to the Council on any policy issues that need resolve matters referred to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact it under Article 17.7.4; and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review of perform any other functions as the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafterParties may agree. 3. The CCI All decisions of the Council shall be responsible for:taken by consensus, and shall be made public unless the Council otherwise decides. (a) monitoring and keeping under constant review 4. Unless the Council otherwise decides, each of its meetings shall include a session at which members of the Council have an opportunity to meet with the public to discuss matters relating to the implementation of this Agreement; (b) co-ordinating Chapter. 5. Each Party shall designate an office within its labor ministry or equivalent entity that shall serve as a contact point with the implementation of this Agreement; (c) submiting its reports other Parties and recommendations to with the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4public. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager contact points of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI each Party shall meet as often as they consider necessary or at the request of the Council. Each Party's contact point shall: (a) assist the Council in carrying out its work, including coordination of the Labor Cooperation and Capacity Building Mechanism; (b) cooperate with the other Parties' contact points and with relevant government organizations and agencies to: (i) establish priorities, with a particular emphasis on the issues identified in paragraph 2 of Annex 17.6, regarding cooperative activities on labor matters, (ii) develop specific cooperative and capacity-building activities according to such priorities, (iii) exchange information on the labor laws and practices of each Party, including best practices and ways to improve them, and (iv) seek support, as appropriate, from international organizations such as the ILO, the Inter-American Development Bank, the World Bank, and the Organization of American States, to advance common commitments regarding labor matters; (c) provide for the proper discharge submission, receipt, and consideration of their functions communications from persons of a Party on matters related to this Chapter and shall determine their own Rules of Procedure. 7. Subject make such communications available to the Rules other Party and, as appropriate, to the public; and (d) provide for the receipt of Procedure agreed pursuant cooperative consultation requests referred to paragraph 6 of this Article, the key representatives of the private sector in Article 17.7.1 and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members17.7.

Institutional Arrangements. 1(a) The Recipient shall vest responsibility for the overall management, coordination and supervision of the Project in IARCSC. (b) The Recipient shall maintain IARCSC with functions, staffing, and resources satisfactory and acceptable to the Association. The following COMESA organs IARCSC shall be responsible for, amongst other things: (i) overall policy guidance and planning, coordination and monitoring of the Project; (ii) financial management, procurement, disbursement and administrative management processes under the Project; (iii) reviewing and recommending for administering this Agreementapproval to the PAR Steering Committee, applications by Participating Line Ministries for support under the Project; and (iv) overall planning, coordination and monitoring of the PAR program including coordination of donors and communicating with public and stakeholders. In carrying out its functions under the Project, IARCSC shall work closely with Participating Line Ministries. The Recipient shall maintain a PAR Steering Committee comprised of, amongst others, senior representatives of IARCSC, the Ministry of Finance and the Office of the President. The PAR Steering Committee shall be responsible for, amongst other things: (i) Project implementation oversight; (ii) recommendation of policy and regulatory improvements; and (iii) approving applications by Participating Line Ministries for support under the Project. For purposes of implementation of Part 1 of the Project, IARCSC shall enter into an agreement in form and with substance satisfactory to the Association, with each Participating Line Ministry, setting out the following: (a) The Meeting the respective responsibilities of, and expected outcomes of Ministers responsible for investment of assistance provided to each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision Participating Line Ministry under Part 1 of the implementation of this AgreementProject; (b) making decisions or issuing directions that may require the amount of resources and level of support available to be made each Participating Line Ministry from IARCSC under Articles 18(3), 18(4), 24(3) and 25(5) the Project to enable the Participating Line Ministry implement its portion of this AgreementPart 1 of the Project; (c) recommending that each Participating Line Ministry shall promptly do all acts and things, and take all actions necessary to enable such Participating Line Ministry to carry out its portion of Part 1 of the Council any review of this Agreement when necessary;Project; and (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives each Participating Line Ministry shall carry out its respective portion of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review Part 1 of the effectiveness of this Agreement and its implementation Project in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of accordance with the provisions of this Agreement; (d) preparation the Anti-Corruption Guidelines. IARCSC shall carry out the Project in accordance with the Operations Manual and development the Financial Management Manual, and, except as the Association shall otherwise agree, shall not amend or waive any provision of action plans for the implementation Operations Manual and the Financial Management Manual if, in the opinion of this Agreement; and (e) the Association, such amendment or waiver may materially and adversely affect the carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency Project or their representative shall participate in all the meetings achievement of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedureobjectives thereof. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs shall Borrower shall, throughout Project implementation and to the satisfaction of the Bank, be responsible for administering this Agreementthe overall management of the Borrower’s Respective Parts of the Project; said responsibility shall include: (a) The Meeting maintain, until the completion of Ministers the Project, a Project Management Unit (“PMU”), established within its International Relations Department, to be responsible for investment the overall implementation, management, coordination and oversight of each Member Statethe Borrower’s Respective Parts of the Project, which including the administrative, procurement, environmental and social requirements, disbursement, financial management, and monitoring and evaluation responsibilities, as specified in the Project Operations Manual (“POM”), and providing implementation support to the Municipal Sub-borrowers under Parts A and D.1 of the Project, and their respective Project Implementation Units; (b) ensure that the PMU functions at all times in a manner and with staffing, budgetary resources, and authority necessary and appropriate for the purposes satisfactory implementation of this Agreementthe Borrower’s Respective Parts of the Project, all of which shall be known acceptable to the Bank; and (c) ensure the support of the Borrower’s other specialized and regional departments that shall serve to, inter alia, control and approve technical studies under its Respective Parts of the Project, evaluate the financial capacity of municipalities, review technical specifications as needed, and provide other technical and administrative support, and to monitor subproject implementation. 2. For the COMESA Common Investment Area Committee implementation of Parts A.1 and A.2 of the Project, the Borrower shall ensure, or cause to ensure, that: ("CCIA Committtee)a) each Municipal Sub-borrower receiving a Municipal Sub-loan under Parts A.1 and A.2 of the Project establishes by no later than thirty (30) days following the effectiveness of the first Municipal Sub-loan Agreement to that respective Municipal Sub-borrower, and thereafter maintains throughout the period of Project implementation, a Project Implementation Unit (“PIU”) for the implementation of the relevant Municipal Subproject’s activities financed by this Project; and (b) The Cothe PIUs, established and maintained by the Municipal Sub-ordinating Committee on Investment composed of senior officials from Ministeries responsible borrowers, have functions and responsibilities acceptable to the Bank for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3)the respective Municipal Subproject activities, 18(4)including, 24(3) and 25(5) of this Agreement; (c) recommending to inter alia, carrying out the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) administrative, procurement, environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct requirements, disbursement, financial management, and monitoring, evaluation and reporting requirements in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review of accordance with the effectiveness terms of this Agreement and its implementation further detailed in the light of its objectives four years after its entry into force and every four years thereafterProject Operations Manual. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs Recipient shall carry out the Project through the Steering Committee and the PMU in accordance with the Manual of Procedures, as such Manual may be responsible for administering this Agreementupdated from time to time by agreement between the Recipient and the Association. 2. For the purpose of ensuring the proper coordination and execution of the Project, the Recipient shall maintain the Steering Committee throughout Project implementation, with membership and terms of reference satisfactory to the Association. The functions of said Steering Committee shall include, inter alia: (a) The Meeting approval of Ministers responsible for investment Subproject selection criteria, Staff Service Rules, and the Manual of each Member State, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee)Procedures; and (b) The Co-ordinating Committee on Investment composed entering into and termination of contracts for senior officials from Ministeries responsible for investment PMU staff and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for reviewing the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision performance of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; PMU staff; (c) recommending to the Council any review determination of this Agreement when necessary; remuneration for PMU staff; (d) making recommendations to review and approval of annual budgets for operation of the Council on any policy issues that need to be made to enhance the objectives PMU, and of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidiesquarterly Investment Programs; and (e) conducting a review of quarterly audit reports and quarterly and annual progress reports; (f) approval of contracts for the effectiveness provision of this Agreement goods and its implementation in the light carrying out of its objectives four years after its entry into force civil works with a value of US$200,000 or more prior to conclusion thereof by the PMU; (g) appointment and every four years thereaftertermination of internal auditors for ensuring adequate internal controls; and (h) appointment and termination of external auditors for preparing Project quarterly audit reports. 3. For the purpose of ensuring the proper supervision of the execution of the Project, the Recipient shall maintain the PMU throughout Project implementation with organization, staffing and terms of reference satisfactory to the Association. The CCI Recipient shall be responsible for: ensure that the PMU shall: (a) monitoring and keeping under constant review provide assistance to local governments in preparing priority investment programs, including Subprojects based on established selection criteria set forth in the implementation Manual of this Agreement; Procedures; (b) coappoint consultants and non-ordinating the implementation of this Agreement; governmental organizations for specific assignments, including engineering and construction supervision, and for works involving community participation; (c) submiting its reports enter into contracts for goods and recommendations to the CCIA Committee, either on its own initiative or upon the request civil works with a value of the CCIA Committee, concerning the implementation of the provisions of this Agreement; less than US$200,000; (d) preparation carry out annual monitoring and development evaluation reviews, with adjustments to be made in work approach and procedures on the basis of action plans for the implementation of this Agreementexperience gained; and (e) carrying out such other functions coordinate with governmental and non-governmental authorities and financing agencies; (f) revise and update the Staff Service Rules and the Manual of Procedures as are assigned to it by or under this Agreementneeded; (g) enter into and terminate contracts with PMU support staff; and (h) build the capacity of local consulting and construction firms and non-governmental organizations, and enhance community participation. 4. The COMESA Secretariat shall provide secretarial services For purposes of Part A of the Project, the Recipient shall, from time to time: (a) propose to the institutions described in paragraph 1. 5. The Manager Association, for its review and approval, the financing out of the COMESA Regional Investment Agency or their representative shall participate in all the meetings proceeds of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement Credit of other activities that have a high labor content and any directions given by Councilpositive impacts on the Recipient’s economy, the CCIA Committee social development, education, health and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.environment; and

Institutional Arrangements. 1. The following COMESA organs shall be responsible for administering this Agreement: Recipient shall: (a) The Meeting of Ministers responsible for investment of each Member State, which for cause NACA to carry out the purposes of this Agreement, shall be known as Project at the COMESA Common Investment Area Committee ("CCIA Committtee)Federal level; and and (b) The Co-ordinating Committee on Investment composed cause each Participating State to carry out the Project within its jurisdiction through its respective SACA; all in accordance with the provisions of senior officials from Ministeries responsible for investment the PIM, the ESMF, and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known MWMP and except as the Co-ordinating Committee on Investment (CCI)Association shall otherwise agree, the Recipient shall not amend or waive any provision of any of these documents. 2. The CCIA Committee Recipient shall be responsible for: cause NACA to: (a) overall supervision review, approve and monitor the execution of Subprojects to be carried out at the implementation of this Agreement; national level; and (b) making decisions or issuing directions that may require provide overall national strategic direction as needed to be made under Articles 18(3)enable each SACA to carry out the Project activities within its jurisdiction; this shall include, 18(4)inter alia, 24(3) provision of technical assistance, overall monitoring and 25(5) evaluation of this Agreement; (c) recommending Project activities, and the review of annual work plans and related budgets and procurement plans from each SACA prior to submission to the Council any Association for its review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidies; and (e) conducting a review of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafterapproval. 3. The CCI Recipient shall be responsible for: cause each Participating State to: (a) monitoring endow its respective SACA with the legal status enabling it to discharge the responsibilities entrusted to it in a fiscally responsible and keeping under constant review the implementation of this Agreement; sustainable manner; (b) co-ordinating empower its respective SACA to review, approve and monitor the implementation execution of this Agreement; Subprojects to be carried out within its SACA’s jurisdiction; and (c) submiting require its reports and recommendations respective SACA to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning maintain at all times during the implementation of the provisions of this Agreement; Project qualified and experienced staff in adequate numbers, including: (di) preparation a Project manager, (ii) an accountant, (iii) an internal auditor, (iv) a procurement officer, (v) a community mobilization officer, and development of action plans for the implementation of this Agreement; and (evi) carrying out such other functions as are assigned to it by or under this Agreementa monitoring and evaluation officer. 4. The COMESA Secretariat Recipient shall provide secretarial services cause each Participating State to require its respective SACA to: (a) open and thereafter maintain its SACA Project Account not later than February 28, 2011; (b) deposit into its SACA Project Account, not later than May 31, 2011 an initial amount equivalent to $100,000; (c) replenish its SACA Project Account by the first day of each calendar semester with an amount equivalent to at least $25,000 or such other amount agreed upon with the Association; and (d) ensure that all funds deposited in its SACA Project Account are used by each SACA solely to defray the cost of expenditures related to the institutions described in paragraph 1carrying out of its relevant activities under the Project. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs Borrower shall be responsible maintain the PIU until completion of the Project and shall ensure that the PIU functions at all times in a manner, and with staffing and budgetary resources, necessary and appropriate for administering this AgreementProject implementation and satisfactory to the Bank. 2. The Borrower shall implement the Project in accordance with the Operations Manual and shall at all times comply with the lending eligibility criteria for the Borrower as set forth in the Operations Manual. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Operations Manual or any provision thereof without obtaining the prior approval of the Bank. 3. The Borrower shall at all times comply with all applicable lending and banking regulations of the Guarantor and the NBU. 4. For the purposes of carrying out the Project, the Borrower shall: (a) The Meeting of Ministers responsible select for investment of each Member Statedirect on-lending Energy Efficiency Sub-Projects which meet the criteria set forth in the Operations Manual and which shall include, which for without limitation, those set forth in the purposes of Annex to this Agreement, shall be known as the COMESA Common Investment Area Committee ("CCIA Committtee); and (b) The Co-ordinating Committee on Investment composed of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this AgreementSchedule; (b) making decisions or issuing directions that may require select PBs pursuant to be made under Articles 18(3), 18(4), 24(3) and 25(5) criteria set forth in paragraph A.1 of the Annex to this AgreementSchedule which PBs shall select for on-lending Energy Efficiency Sub-Projects which meet the criteria set forth in the Operations Manual; (c) recommending relend to PBs proceeds of the Council any review of Loan under Subsidiary Loan Agreements to be entered into between the Borrower and each PB, under terms and conditions which shall have been approved by the Bank, and which shall include without limitation, those set forth in the Annex to this Agreement when necessarySchedule; (d) making recommendations ensure that, except as the Bank shall otherwise agree, the aggregate amount of all Sub-loans provided to any one Beneficiary Enterprise shall not exceed the equivalent of $30,000,000; (e) monitor the overall execution of the Project and the carrying out by the PBs of their obligations under their respective Subsidiary Loan Agreements in accordance with policies and procedures satisfactory to the Council on any policy issues that need Bank; (f) take or cause to be made taken all actions necessary or appropriate on its part to enhance enable the objectives PBs to perform in accordance with the provisions of this Agreement. For example their respective Subsidiary Loan Agreements all the development obligations of common minimum standards relating the PBs therein set forth, and not take or permit to investment in areas be taken any action which would prevent or interfere with such as:performance; (ig) environmental impact exercise its rights under each Subsidiary Loan Agreement in such manner as to protect the interests of the Bank and social impact assessments (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidiesthe Guarantor and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, not assign, amend, abrogate or waive any such Agreement or any provision thereof; and (eh) conducting a review exercise its rights in respect of each Sub-loan in such manner as to protect the interests of the effectiveness of this Agreement Bank and its implementation in the light of its objectives four years after its entry into force Guarantor and every four years thereafter. 3. The CCI shall be responsible for: (a) monitoring and keeping under constant review to accomplish the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request purposes of the CCIA CommitteeLoan, concerning and, except as the implementation Bank shall otherwise agree, not assign, amend, abrogate or waive any rights it may have in respect of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this AgreementSub-loan. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs Organs shall be responsible for administering this Agreement: (a) The Meeting of Ministers responsible for investment of each Member State, or cabinet representatives, which for the purposes of this Agreement, shall be known as the COMESA Common Investment Area Committee ("“CCIA CommittteeCommittee”); and (b) The Co-ordinating the Technical Committee on Investment composed of senior officials from Ministeries Ministries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Technical Committee on Investment (CCITCI). 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement; (b) making decisions or issuing directions that may require to be made under Articles 18(3), 18(4), 24(3) and 25(5) of this Agreement; (c) recommending to the Council any review of this Agreement when necessary; (d) making recommendations to the Council on any policy issues that need to be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: (i) environmental impact and social impact assessments; (ii) labour standards standards; (iii) respect for human rights; (iv) Conduct conduct in conflict zones zones; (v) corruption; and (vi) Subsidiessubsidies and incentives; and (e) conducting a review of the effectiveness of this Agreement and its implementation in the light of its objectives four years after its entry into force and every four years thereafter. 3. The CCI Technical Committee shall be responsible for: (a) monitoring and keeping under constant review advising on the implementation technical aspects of this the Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting submitting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (dc) preparation and development of action plans for the implementation of this Agreement; and (ed) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 11 of this Article. 5. The Manager head of the COMESA Regional Investment Agency or their his/her representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member. 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI TCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate in the meetings of the institutions described under paragraph 1 of this Article as ex-officio members.

Institutional Arrangements. 1. The following COMESA organs Recipient, through the MAF and MPI, shall be responsible for administering this Agreementmaintain, throughout the period of implementation of the Project, Project implementation structures at the national, provincial and district levels, all with composition, functions, staffing and resources satisfactory to the Association and set out in the Project Operations Manual. 2. Without limitation to the foregoing, the Recipient, through the MAF and MPI, shall: (a) The Meeting establish and thereafter maintain a Steering Committee, chaired by Deputy Minister of Ministers responsible for investment Ministry of each Member StateAgriculture and Forestry and including members from the Ministry of Agriculture and Forestry, Ministry of Planning and Investment, and other relevant ministries and agencies involved in the implementation of the Project, which for the purposes of this Agreement, shall be known as responsible, inter alia, for: (i) monitoring the COMESA Common Investment Area Committee ("CCIA Committtee)overall progress of the Project and providing strategic guidance on its implementation and the achievement of its objectives; and (bii) The Co-ordinating Committee on Investment composed facilitating coordination of senior officials from Ministeries responsible for investment and Chief Executives of Investment Promotion Agencies as may be designated by each Member State, which for the purposes of this Agreement, shall be known as the Co-ordinating Committee on Investment (CCI) 2. The CCIA Committee shall be responsible for: (a) overall supervision of the implementation of this Agreement;Project activities. (b) making decisions or issuing directions that may require to establish and thereafter maintain a Project Management Unit within MAF, which shall be made under Articles 18(3responsible, inter alia, for carrying out Parts 1, 2, and 3 of the Project’s day-to-day implementation and management, preparation of relevant Annual Work Plans and Budgets and procurement plan(s), 18(4)monitoring and evaluation, 24(3) and 25(5) management of this Agreementrelevant environmental and social impacts; (c) recommending to establish and thereafter maintain a Project Management Unit within MPI, which shall be responsible, inter alia, for carrying out Part 4 of the Council any review Project’s day-to-day implementation and management, preparation of this Agreement when necessaryrelevant Annual Work Plans and Budgets and procurement plan(s), monitoring and evaluation, and management of relevant environmental and social impacts; (d) making recommendations at provincial level, prior to the Council on commencement of any policy issues that need to Project activity in the respective province, establish and thereafter maintain a Provincial Project Coordinating Unit, which shall be made to enhance the objectives of this Agreement. For example the development of common minimum standards relating to investment in areas such as: responsible, inter alia, for: (i) environmental impact providing technical support and social impact assessments supervision for the implementation of Project activities in the province; and (ii) labour standards (iii) respect for human rights (iv) Conduct in conflict zones (v) corruption (vi) Subsidiescoordination with the relevant provincial nutrition committee; and (e) conducting a review at district level, prior to the commencement of the effectiveness of this Agreement and its implementation any Project activity in the light of its objectives four years after its entry into force respective district, establish and every four years thereafter. 3. The CCI thereafter maintain a District Project Implementing Unit, which shall be responsible responsible, inter alia, for: : (ai) monitoring and keeping under constant review implementing the implementation of this Agreement; (b) co-ordinating the implementation of this Agreement; (c) submiting its reports and recommendations to the CCIA Committee, either on its own initiative or upon the request of the CCIA Committee, concerning the implementation of the provisions of this Agreement; (d) preparation and development of action plans for the implementation of this Agreement; and (e) carrying out such other functions as are assigned to it by or under this Agreement. 4. The COMESA Secretariat shall provide secretarial services to the institutions described in paragraph 1. 5. The Manager of the COMESA Regional Investment Agency or their representative shall participate in all the meetings of the organs described under paragraph 1 as an ex-officio member 6. Subject to this Agreement and any directions given by Council, the CCIA Committee and the CCI shall meet as often as necessary for the proper discharge of their functions and shall determine their own Rules of Procedure. 7. Subject to the Rules of Procedure agreed pursuant to paragraph 6 of this Article, the key representatives of the private sector and other stakeholders as may be determined by each Member State, shall participate Project activities in the meetings of district and villages; (ii) deploying and supervising the institutions described under paragraph 1 of this Article as ex-officio memberscommunity mobilization officers; and (iii) coordination with the relevant district nutrition committee and village authorities.