foreword
Considering the necessity of international cooperation to promote economic development and the role of international private investment in this regard; Notes that disputes relating to such investments may arise from time to time between nationals of States parties and nationals of other States parties; Recognizing that although such disputes will usually be subject to domestic legal procedures, in some cases, international settlement may be appropriate; Pay special attention to facilitating international mediation or arbitration, and nationals of all contracting parties and other contracting parties may submit such disputes to international mediation or arbitration upon request; Willing to establish such facilities under the auspices of the International Bank for Reconstruction and Development; Recognizing that both parties agree to submit such disputes to mediation or arbitration through this mechanism, which constitutes a binding agreement, which specifically requires due consideration of any suggestions made by the mediator and compliance with any arbitral award; Declaring that a Contracting State has ratified, accepted or approved this Convention does not mean that it is obliged to submit any particular dispute to mediation or arbitration without its consent.
Chapter I International Center for Settlement of Investment Disputes
Section 1 Establishment and Organization
first
I. The International Center for Settlement of Investment Disputes (hereinafter referred to as the Center) is hereby established.
2. The purpose of this center is to facilitate the mediation and arbitration of investment disputes between nationals of contracting States and nationals of other contracting States in accordance with the provisions of this Convention.
second
The center is headquartered in the office of the head office of the International Bank for Reconstruction and Development (hereinafter referred to as the Bank). According to the decision of two-thirds majority of the members of the Executive Council, the headquarters can be moved to another place.
essay
The center should have an administrative Council and a secretariat, as well as a panel of mediators and arbitrators.
Section 2 Administrative Council
Article 4
1. the executive board consists of a representative of each state party. When the chief representative is unable to attend the meeting or perform tasks, he may be represented by a deputy representative.
Two, in the absence of appointment to the contrary, the directors and deputy directors of the banks designated by the contracting States shall of course become the representatives and deputy representatives of their respective countries.
Article 5
The president of the bank is the ex officio chairman of the Executive Council (hereinafter referred to as the "Chairman"), but has no right to vote. When the president is absent or unable to perform his duties, and when the position of bank president is vacant, the person who temporarily acts as the president shall serve as the chairman of the administrative Council.
Article 6
1. Without prejudice to the powers and functions conferred on it by other provisions of this Convention, the administrative council shall:
(i) Adoption of the administrative and financial regulations of the Centre;
(2) adopting the procedural rules of mediation and arbitration;
(3) adopting the rules of conciliation and arbitration procedures (hereinafter referred to as "conciliation rules and arbitration rules");
(4) to approve the agreement reached with the bank on the use of its administrative facilities and services;
(5) To determine the conditions of service of the Secretary-General and any Deputy Secretary-General;
(6) To adopt the annual budget of the Center;
(seven) to approve the annual activity report of the center.
The decisions in items (1), (2), (3) and (6) above shall be adopted by a two-thirds majority vote of the members of the executive board.
2. The executive board may establish such committees as it deems necessary.
3. The Administrative Council shall also exercise such other powers and functions as it deems necessary to fulfill the provisions of this Convention.
Article 7
1. The executive board shall hold annual meetings and other meetings, which may be decided by the board or convened by the chairman or the secretary-general at the request of at least five board members.
2. Each member of the executive board has one vote. Unless otherwise stipulated in this Convention, all matters of the Council shall be decided by a majority vote.
Three, the quorum of any meeting of the Executive Council shall be more than half of its members.
4. The Executive Board may decide to establish a procedure by a two-thirds majority of its members. According to this procedure, the chairman can vote on the board of directors without convening a meeting of the board of directors, and this vote can only be considered valid if most members of the board vote within the time limit stipulated in the above procedure.
Article 8
The center does not pay remuneration to the members and chairman of the executive board for their work.
Section III Secretariat
Article 9
The secretariat consists of a Secretary-General, one or more Deputy Secretaries-General and staff.
Article 10
1. The Secretary-General and any Deputy Secretary-General shall be nominated by the President and elected by the Executive Council on the basis of a two-thirds majority of its members. The term of office shall not exceed six years and may be renewed. After consultation with members of the Executive Committee, the Chairman may propose one or more candidates for each of the above positions.
2. The duties of the Secretary-General and the Deputy Secretary-General should not be linked to the implementation of any political tasks. Unless approved by the Executive Council, the Secretary-General or any Deputy Secretary-General shall not hold any other position or engage in any other occupation.
3. When the Secretary-General is absent or unable to perform his duties, or when the post of Secretary-General becomes vacant, the Deputy Secretary-General shall act as Secretary-General. If there is more than one Deputy Secretary-General, the Executive Council shall decide in advance the order in which they will serve as Secretary-General.
Article 11
The Secretary-General is the legal representative and principal official of the Center and is responsible for the administrative affairs of the Center, including the appointment of staff in accordance with the provisions of this Convention and the rules adopted by the Administrative Council. He shall perform the functions of registrar and have the right to certify arbitral awards made under this Convention and their copies.
Section 4 Groups
Article 12
The panel of mediators and the panel of arbitrators are each composed of qualified personnel, who shall be appointed and willing to provide services according to the following provisions.
Article 13
1. Each State Party may assign four persons to each group, who may be, but not necessarily, nationals of that State Party.
Two, the chairman may assign ten people to each group, and the assigned personnel shall have different nationalities.
Article 14
First, the personnel assigned to the group should have high moral quality, recognized ability in law, commerce, industry and finance, and can be trusted to make independent judgments. For the members of the panel of arbitrators, their legal ability is particularly important.
2. In appointing the members of the panel, the Chairman should also pay due attention to ensuring the representation of all the major legal systems and major economic activities in the world in the panel.
Article 15
1. The term of office of the group members is six years, and they can be re-elected.
2. If a team member dies or resigns, the institution that appointed the member has the right to appoint another person to serve for the remaining term of the member.
Third, team members should remain in office until their successors are appointed.
Article 16
One person can serve in two groups.
2. If more than one State Party or one or more States Parties and the Chairman appoint a person to serve in the same group, that person shall be deemed to have been appointed by the institution that originally appointed him; Or if one of the institutions that appointed him is his country of nationality, he shall be deemed to have been appointed by that country.
3. All transfers shall be notified to the Secretary-General and shall take effect as of the date of receipt of the notification.
Section V Funds of the Center
Article 17
If the fees or other income collected by the center for using its facilities are insufficient to cover its expenses, the State Party that is a member of the bank shall bear the excess according to the proportion of its subscribed capital share, while the State Party that is not a member of the bank shall bear the excess according to the rules adopted by the management committee.
Section 6 Status, Immunities and Privileges
Article 18
The center has full international legal personality. The legal capacity of the center should include:
Ability to conclude contracts;
(2) the ability to acquire and dispose of movable and immovable property;
(3) the ability to prosecute.
Article 19
In order to enable the Centre to perform its duties, it shall enjoy the immunities and privileges provided for in this section within the territory of each State Party.
Article 20
The Center and its property and assets enjoy immunity from all legal proceedings unless the Center waives such immunity.
Article 21
The chairman, members of the executive board, persons acting as conciliators or arbitrators or members of committees appointed in accordance with Article 52, paragraph 3, and employees of secretariat officials:
(a) The right to immunity from legal proceedings in all acts performed by the Centre, unless the Centre waives such immunity;
(2) If they are not local nationals, they shall enjoy the same exemption from immigration restrictions, the conditions for registration of foreigners and exemption from national military service obligations, the same convenience in foreign exchange restrictions and the same treatment in terms of travel convenience as those granted by the State Party to representatives, officials and employees of other States parties at corresponding levels.
Article 22
The provisions of Article 21 shall apply to those who appear in court as parties, agents, consultants, defenders, witnesses or expert witnesses in litigation according to this Convention, but item (2) of this Article only applies to their travel and stay to and from the litigation place.
Article 23
First, the archives of the center, no matter where, should be inviolable.
2. With regard to official communications, the treatment given to the Centre by States parties should not be less favourable than that given to other international organizations.
Article 24
1. The transactions, assets, property and income of the Center, as well as the commercial activities permitted by this Convention, shall be exempted from all taxes and duties. The center should also be exempted from the obligation to collect any taxes or customs duties.
Two, except for local nationals, allowances or other remuneration paid by the center to the chairman or members of the administrative Council shall not be taxed.
3. As a mediator or arbitrator, or as a member of the Committee appointed in accordance with paragraph 3 of Article 52, remuneration or allowances obtained in the procedures provided for in this Convention shall not be taxed, if taxation is based on the location of the center, the place where the above-mentioned procedures are conducted or the place where remuneration or allowances are paid.
Chapter II Central Jurisdiction
Article 25
1. The jurisdiction of the Center shall apply to any legal dispute arising directly from investment between a contracting state (or any part or institution of the country designated by the contracting state to the Center) and nationals of another contracting state and submitted to the Center with the written consent of both parties. When both parties agree, neither party may unilaterally revoke the consent.
"Nationals of the other Contracting State" means:
(1) Any natural person who has the nationality of a contracting state that is not a party to the dispute on the date when both parties agree to submit the dispute to mediation or arbitration and on the date when the request is registered according to paragraph 3 of Article 28 or paragraph 3 of Article 36, but does not include any person who also has the nationality of a contracting state that is a party to the dispute on any of the above dates;
(2) Any legal person who has the nationality of a Contracting State that is not a party to the dispute on the date when both parties to the dispute agree to submit the dispute to mediation or arbitration, and any legal person who has the nationality of a Contracting State that is a party to the dispute on the above date, and the legal person is under foreign control, both parties agree that such legal person shall be regarded as a national of the other Contracting State for the purposes of this Convention.
3. The consent expressed by a component or institution of a State Party must be approved by the State Party, unless the State Party informs the Center that approval is not required.
4. Any Contracting State may, at the time of ratification, acceptance or approval of this Convention, or at any time thereafter, inform the Center that it will consider or not consider one or more types of disputes submitted to the Center. The Secretary-General shall immediately transmit this notification to all States parties. The notification does not constitute the consent required in the first paragraph.
Article 26
Unless otherwise specified, both parties agree to submit to arbitration in accordance with this Convention, which shall be deemed as agreeing to exclude any other remedies and submit to the above arbitration. A Contracting State may require the exhaustion of its administrative or judicial remedies as a condition for its consent to arbitration under this Convention.
Article 27
1 ... A Contracting State shall not grant diplomatic protection or make international demands for a dispute between its nationals and another Contracting State that has agreed to submit or submit to arbitration in accordance with this Convention, unless the other Contracting State fails to abide by and perform the award made on the dispute.
2. In the first paragraph, diplomatic protection should not include informal diplomatic exchanges for the sole purpose of promoting the settlement of disputes.
Chapter III Mediation
Section 1 Request for Mediation
Article 28
1. Any State Party or any national of a State Party wishing to submit conciliation proceedings shall submit a written request to the Secretary-General, who shall send a copy of the request to the other party.
2. The request shall include matters related to the dispute, the identities of both parties, and their agreement to conduct mediation according to the procedural rules for submitting mediation and arbitration.
3. The Secretary-General shall register this request, unless he considers that the dispute obviously does not fall within the jurisdiction of the Center according to the content of the request. He shall immediately notify both parties to register or refuse to register.
Section 2 Composition of Mediation Committee
Article 29
1. The Mediation Committee (hereinafter referred to as the "Committee") shall be established as soon as possible after being registered in accordance with the requirements of Article 28.
2.( 1) The committee shall be composed of a mediator or any other mediator designated by both parties.
(2) If both parties fail to reach an agreement on the number and appointment method of mediators, the Committee shall be composed of three mediators, one appointed by each party, and the third appointed by both parties through agreement, and shall serve as the chairman of the Committee.
Article 30
If the Committee cannot be formed within 90 days after the Secretary-General notifies that the request for registration has been made in accordance with Article 28, paragraph 3, or within such other period as may be agreed by both parties, the Chairman may, at the request of either party and after consultation with both parties as far as possible, appoint one or more mediators who have not yet been appointed. Article 31
1. In addition to the appointment made by the Chairman in accordance with Article 30, persons outside the panel of conciliators may be appointed as conciliators.
2. Mediators appointed from outside the panel of mediators should possess the qualities mentioned in Article 14, paragraph 1.
Section 3 Mediation Procedure
Article 32
1. The committee shall be the decider of its own power.
Second, the objection raised by one party to the dispute, that is, the dispute does not fall within the jurisdiction of the Center or the jurisdiction of the Committee for other reasons, should be considered by the Committee and decided whether to deal with it as a preliminary issue or together with the merits of the dispute.
Article 33
Any mediation procedure shall be conducted in accordance with the provisions of this section, and unless otherwise agreed by both parties, it shall be conducted in accordance with the mediation rules in effect on the date when both parties agree to mediate. If there are any procedural issues not stipulated in this section, the rules of conciliation or any rules agreed by both parties, the issues shall be decided by the Committee.
Article 34
1. The Committee has the responsibility to clarify the disputes between the two parties and try to make the two parties reach an agreement under acceptable conditions. To this end, the Committee can propose settlement conditions to both parties at any stage of the proceedings. Both sides should sincerely cooperate with the Committee so that it can perform its duties and give the most serious consideration to its recommendations.
If both parties reach an agreement, the committee shall draft a report. Point out the dispute and explain that the two sides have reached an agreement. If, at any stage of the proceedings, the Committee considers it impossible for both parties to reach an agreement, it shall terminate the proceedings and draft a report stating that the dispute has been submitted for mediation and that both parties have failed to reach an agreement. If a Party fails to attend or participate in the above procedure, the Committee shall conclude the procedure and draft a report stating that the Party failed to attend or participate.
Article 35
Unless otherwise agreed by both parties to the dispute, neither party involved in the mediation procedure has the right to quote or rely on any opinions or statements made or acknowledged or proposed by the other party involved in the mediation procedure in any other procedure, whether before arbitrators or in a court or other institution, nor can it quote or rely on the report or any suggestions made by the Committee.
Chapter IV Arbitration
Section 1 Arbitration Request
Article 36
1. Any Contracting State or any national of a Contracting State wishing to initiate arbitration proceedings shall submit a written request to the Secretary-General, who shall send a copy of the request to the other party.
Two, the request shall include the relevant disputes, the identity of the parties and their agreement to submit to arbitration in accordance with the rules of mediation and arbitration procedures.
3. The Secretary-General shall register this request, and unless he considers that the dispute is clearly beyond the jurisdiction of the Center according to the contents of the request, he shall immediately notify both parties of the registration or refusal to register.
Section 2 Composition of the Arbitration Tribunal
Article 37
1. The arbitral tribunal shall be constituted as soon as possible after registering the request in accordance with Article 36.
2.( 1) The arbitration tribunal shall be composed of a sole arbitrator or any even number of arbitrators appointed by both parties.
(2) If both parties fail to reach an agreement on the number of arbitrators and the way to appoint them, the arbitration tribunal shall be composed of three arbitrators, one appointed by each party, and the third person shall be appointed as the presiding arbitrator by mutual agreement.
Article 38
If the arbitral tribunal cannot be constituted within ninety days after the Secretary-General sends a notice stating that the request has been registered in accordance with Article 36, paragraph 3, or within such other time limit as may be agreed by both parties, the Chairman may, at the request of either party and with the consent of both parties as far as possible, appoint one or more arbitrators who have not yet been appointed. An arbitrator appointed by the Chairman in accordance with this article shall not be a national of a State Party to the dispute, nor shall he be a national of a State Party to the dispute.
Article 39
Most arbitrators should not be nationals of a contracting party to the dispute, or nationals of a contracting party whose nationals are a party to the dispute; However, the sole arbitrator or each member of the arbitration tribunal shall be appointed by mutual agreement, and the above provisions of this article shall not apply.
Article 40
1. Arbitrators may be appointed from outside the panel of arbitrators unless they are appointed by the Chairman in accordance with Article 38.
2. Arbitrators appointed from outside the panel of arbitrators shall possess the qualities mentioned in article 14, paragraph 1.
Section 3 Functions and Powers of the Arbitration Tribunal
Article 41
1. The arbitral tribunal shall be the arbiter of its own power.
2. The arbitral tribunal shall consider the objection raised by one party to the dispute, that is, the dispute does not fall within the jurisdiction of the Center or the arbitral tribunal for other reasons, and decide whether to treat it as a preliminary issue or to deal with it together with the merits of the dispute.
Article 42
1. The arbitration tribunal shall decide the dispute according to the legal rules that may be agreed by both parties. In the absence of such an agreement, the arbitration tribunal shall apply the laws of the Contracting State which is a party to the dispute (including its conflict of laws rules) and the applicable rules of international law.
Two, the arbitration tribunal shall not make an award on the pretext that the law is not expressly stipulated or the meaning is unclear.
3. The provisions of paragraphs 1 and 2 shall not affect the power of the arbitral tribunal to make an award on the basis of fairness and good faith with the consent of both parties.
Article 43
Unless otherwise agreed by both parties, if the arbitration tribunal considers it necessary at any stage of the arbitration proceedings, it may:
(a) Require both parties to submit documents or other evidence;
(2) Visit the scene related to the dispute and conduct any investigation it deems appropriate.
Article 44
Any arbitration proceedings shall be conducted in accordance with the provisions of this section, unless otherwise agreed by both parties, in accordance with the arbitration rules in effect on the date when both parties agree to submit for arbitration. Any procedural issues not specified in this section, the arbitration rules or any rules agreed by both parties shall be decided by the arbitration tribunal.