The General Counsel and Legal Services Department (GECL) provides legal services and advice to the statutory organs of the Bank and the Fund. In addition, GECL provides legal advice on the administration, operations and financial activities of the Bank. GECL ensures that the Bank Group‘s activities and operations are consistent with the constitutive documents and other legal instruments of the Bank Group; policies, and as appropriate, with the norms and principles of international and commercial law and the best practices of international development banking.
GECL functions under the direction of the General Counsel who provides independent advice to the Boards of Governors, the Boards of Directors and to the President.
The General Counsel reports directly to the President on all matters; and supervises the four divisions below:
- the Public Sector Operations, Policy and Governance Division GECL1;
- the Private Sector Division GECL2;
- the Finance Division GECL3 and
- the Administrative Affairs Division GECL4.
Public Sector Operations, Policy And Governance Division (GECL1)
The Public Sector Operations, Policy and Governance Division’s principal duties are to handle public sector transactions and project implementation for loans and grants for AfDB, AfDF, and other special vehicles such as trust funds, projects and programs. It also provides legal assistance on operations’ policies and governance, environmental and procurement related matters.
These activities include the following:
- draft, vet, review, negotiate and provide advice on the implementation of all agreements, contracts and other formal arrangements for operational activities of the Bank Group with members and non-member states, international organizations and governmental and non-governmental entities;
- provide legal service and assistance for loans, grants and related operations of the Bank and the Fund, throughout the identification, preparation, appraisal, supervision and post-evaluation stages;
- draft, amend and negotiate loan, equity participation, grant and other financing and co-financing agreements with other multilateral and bilateral financial institutions and related arrangements, and advice on the execution and entry into force of such agreements and arrangements, including the review of legal opinions and other legal documents submitted in fulfillment of loan conditions;
- provide legal services and technical assistance to regional member countries and to regional and sub-regional institutions in connection with matters pertaining to the purpose, functions and activities of the Bank and to developmental issues and activities in general; and
- provide legal services and assistance for negotiating and implementing bilateral and multilateral cooperative arrangements, including the drafting, reviewing and negotiation of agreements, contracts and all related legal documents and instruments.
Private Sector Division (GECL2)
The Private Sector Division‘s main activities are to handle private sector and other non-sovereign transactions and support the work of the Bank’s private sector division, OPSM. These activities include the following:
- Review and comment on the project concept note as well as contribute to any legal section contained therein, and assist in the structuring of the project.
- Participate in the appraisal process and, as members of the project team, take part in any required missions.
- Review and provide input on the project appraisal report, draft the resolutions and assist in preparing the project for Board presentation.
- Draft, or review and oversee, the legal documentation, including term sheets, loan agreements, common terms agreements, inter-creditor agreements, security documentation, assignment agreements, shareholder agreements, subscription agreements, information memoranda, as well as other documentation depending on the nature of the project and the type of financing.
- Review all existing project contracts, including development or construction contracts, supplier agreements, concession agreements, joint venture agreements, management agreements, stockholder agreements or other project documentation.
Finance Division (GECL3)
The Finance Division’s main activities are to provide legal and advisory services in the mobilization, investment and management of the financial resources of the Bank. These activities include the following:
- supporting and advising the Bank’s Treasury in the negotiation and drafting of documentation to effect Bank borrowings in the international capital and money markets, and drafting or reviewing all legal documents required for the implementation of the Bank‘s borrowing strategy and capital markets transactions;
- preparing legal documentation for the Bank’s derivatives and other risk management transactions, negotiating relevant master agreements and drafting and reviewing individual transaction documents;
- advising on the legal aspects of cash management, bank account agreements, and contracts for the custody or investment of the Bank’s financial resources;
- drafting legal documents concerning membership and subscription to the Bank’s capital, contributions to the African Development Fund and the creation of trust funds and special funds; and
- providing legal advice on the Bank Agreement, the General Authority on Asset and Liability Management, financial regulations, policies and rules and participating in the work of the Bank’s Asset and Liability Management Committee and its working groups.
Administrative Affairs Division (GECL4)
The Administrative Affairs Division provides legal advice and assistance in connection with
all administrative and human resources management matters of the Bank, ;institutional procurement; corporate legal issues arising from the interpretation and application of various Bank instruments. These activities include the following:
- provide advisory support in all human resource matters including recruitment, salary reviews, administration of staff benefits, contract negotiations, promotions, litigious issues and performance evaluations;
- lead the negotiations of the terms of every institutional procurement activity of the Bank Group, including leases of real property, procurement of various services necessary for the administration of the Bank, procurement of IT hardware and software and other capital investment activities;
- assist the General Counsel in advising on constitutional and corporate legal issues arising from the interpretation and application of the Bank‘s Charter and other instruments such as the Financial Regulations, Presidential Directives, Staff Retirement Plan, Staff Regulations and Rules and assist as needed in drafting legal documents concerning membership and participation in the Bank and the Fund and creation of special funds;
- advise on legal documentation relating to the organizational structure and administration of the Bank and the relations of the Bank and the Fund with third parties, including international organizations and member states, particularly in respect of the privileges, immunities and exemptions of the Bank and the Fund and those enjoyed by officers of the Bank, its employees, experts and consultants;
- and draft and negotiate host agreements for the establishment of field offices, support all activities related to the establishment of these offices and advise on field office-related legal matters.