FOUNDATION AGREEMENT OF THE “GREEN BRIDGE” PARTNERSHIP PROGRAMME

FOUNDATION AGREEMENT

OF THE

“GREEN BRIDGE” PARTNERSHIP PROGRAMME

BACKGROUND

At the 6th UN ESCAP Conference in Astana, 2010 Pacific region countries and their partners have proposed to create interregional partnership to combine efforts, reform experience and technologies to support a green economy for sustainable development (Astana initiative ).

The next year at the Seventh “Environment for Europe” Ministerial Conference the Ministers for Environment of the States members of the UNECE, as well as representatives of the EU, UNEP, UNDP, OSCE, the EBRD, and other international organisations and relevant Business and NGOs have, inter alia:

a) PLEDGED to make every effort towards achieving a green economy, as one of the principal approaches to attaining the Millennium Development Goals for the countries of Europe, Asia and the Pacific;

b) RECOGNISED that the transition to a green economy, as appropriately adapted to country-specific circumstances and as understood in the context of sustainable development, is the main prerequisite of environmental, sustainability and poverty eradication;

To reach their objectives they have supported establishment of inter-regional partnership on a green economy (“Green Bridge” Partnership Programme – GBPP^{^[1]}) that will adhere to the overarching goal to join efforts of the states, international organizations, public and business sectors for the transition to a green economy; and will adhere to the sustainability and operational principles

At the UN World Conference on Sustainable Development held in Brazil in 2012 (Rio +20) the Partnership (GBPP) was supported by the outcome document of the Conference as a voluntary and open to all initiative^{^[2]}.

We signatories duly represented by our authorized representatives, hereby adopt the following Foundation Agreement for the Partnership Programme ‘Green Bridge’:

CHAPTER I

GENERAL PROVISIONS

Article 1

Definitions

For the purpose of the present Foundation Agreement:

a) “Chair and Vice-chair of the Board” means the selected, and rotating, heads and deputy-head of the Governing Board.

b) “Governing Board” is the main governance and decision-making structure of the GBPP and comprising its Board of Directors.

c) “Green Economy” means an economy that is equitable and resilient, and provides a better quality of life for all, within the ecological limits of one planet”^{^[3]}

d) “International Organizations” means those organizations which are intergovernmental.^{^[4]}

e) “International Secretariat” is the main administrative entity of the GBPP.

f) “Observers” means those organizations that are granted Observer status by the GBPP.

g) “Participants” are the signatories and are considered as member participants within the GBPP see article 7 below.

h) “Participants Assembly” includes all of the Participants to GBPP

i) “Programme” means the Europe-Asia-Pacific Green Economy (“Green Bridge”) Partnership Programme, which may also be referred to as “GBPP”.

j) “Regulations of Operations” are the fundamental regulations of the International Secretariat and describe its organizational functioning.

k) “Rules of Procedure” means the Rules of Procedure of the GBPP that concerns and defines the governance of the partnership.

l) “Secretary General” means the Secretary General of the GBPP International Secretariat.

m) “Signatories” are the stakeholders which have duly signed this document.

n) “Subsidiary Organs” means any working group, group of experts, task force, committee or service established by the Governing Board or under its authority.

o) “Green Bridge Institute” is possible Subsidiary Organ that is foreseen to include and foster membership of and involvement by the scientific community into GBPP.

p) “Green Business Committee” is a possible Subsidiary Organ that is foreseen to include and foster membership of and involvement by the business community into GBPP and its objectives.

q) «Green Bridge» Found is possible subsidiary body for assistance of the financing projects and GBPP programs.

Article 2

Establishment of the Partnership Programme

The Signatories establish the ‘Green Bridge’ Partnership Programme. With regard to the establishment the following aspects are agreed:

a) This Foundation Agreement contains the overall terms and conditions regarding the governance, operations and management of the Green Bridge and membership of the GBPP.

b) Further operational aspects are defined in the Rules of Procedure and Regulations of Operations (in separate documents).

c) GBPP is founded with the status of an international organization.

d) The headquarters of the GBPP will be located in Almaty, The Republic of Kazakhstan (as the host country).

e) Given the need, and appropriate approval of the Participants Assembly or Governing Board, the GBPP may set up Subsidiary Bodies as required (possible bodies discussed have included: a GBPP Sustainable Business Committee, Green Bridge Institute, and a Green Bridge Facility).

f) Following the terms of this Foundation Agreement the Participants should use reasonable efforts to promote the objectives and goals of the GBPP.

CHAPTER II

PRINCIPLES AND AREAS OF COOPERATION

Article 3

Overall Mission, Principles and Objectives

The overall mission of GBPP is to assist its members, and the wider-stakeholder community, with the development of a Green Economy. As such the programme should result in the fulfillment of the following objectives^{^[5]}:

a) The GBPP shall provide leadership for green economic growth in Central Asia and any other regions through promoting international cooperation and the facilitation of technology transfer, knowledge exchange and financial support;

b) The GBPP will act as a one of knowledge hubs, to facilitate education, disseminate information and communicate learning;

c) The GBPP will act as a regional facilitator and international contributor to the development and adoption of clean (green) technologies;

d) The GBPP will promote innovative investment solutions for tangible and bankable projects in a range of key sectors to facilitate sustainable growth of the green economy; and

e) The GBPP will take advantage of the efficiencies of the private sector to the maximum extent possible by outsourcing its operations, management, project sourcing, investments, financial and banking functions.

Article 4

Programme Principles

In the activities of the GBPP the following principles underpin the culture and approach of its programme:

a) Institutionally operating with a non-profit basis and serving its mandate set forth in this document;

b) The leading role of states in creating enabling conditions for the transition to a green economy;

c) A long-term and multi-lateral approach to programmes and projects as the necessary prerequisite for fuelling innovations and investments into a green economy and ecosystem services;

d) Integral stakeholder engagement, including: industry (producers), private sector, academia, non-governmental organizations and the general public (consumers);

e) Building on other existing processes and programmes; and focusing on building synergies through joint efforts; and

f) Good governance and impartiality adhered to throughout, with governance being: representative and multi-national, professional and transparent, predictable and stable, reported and verified, result-orientated and focused on practical implementation.

Article 5

Areas of co-operation

The partnership is operationalised around areas of co-operation at various levels. These areas or co-operation are focused toward, but not limited to, five core sectors:

1) Protection of water, mountainous and other ecosystems and enhancing the eco-efficiency of resource use;

2) Sustainable energy, its availability and efficiency

3) Food security and sustainable agriculture;

4) Sustainable urban infrastructure and transport; and

5) Adaptation to climate change, preparedness to natural disasters.

Within these sectors the Programme addresses its activities through the following dimensions:

National and international governance strengthening,
Informational infrastructure of partnership, awareness raising and education;
Promotion of green business and green technologies;
Financial and economic mechanisms; and
Improving standards for a green economy.

Article 6

Stakeholders

Wide involvement in the partnership is a prerequisite for its success therefore membership, within different categories (see Chapter III below), is open to all organizational entities: state bodies, institutional partners, NGOs and Businesses associations. Particular emphasis is placed on coordination and cooperation with other associated regional and international processes and programmes that are promoting the transition to a green economy, and thereby to avoid duplication of effort.

CHAPTER III

PARTICIPATION

Article 7

Membership

Member Participants of the GBPP are those signatories to this Foundation Agreement. The membership of the GBPP is open to any member state of the United Nations, any regional integration organization or intergovernmental organization the majority of whose members comprise member states of the United Nations and that subscribes to the Objectives of the GBPP under Article 3, any private sector or state-owned company that is incorporated/registered and organized under the laws of any member state of the United Nations, any research institute that is formed and located in any member state of the United Nations, and any nongovernmental organization whose headquarters are located in any member state of the United Nations. Any such states, regional integration organizations, intergovernmental organizations, private sector or state-owned companies, research institutes and nongovernmental organizations may become a Member of the GBPP.

Several categories of Membership are available to represent the different stakeholders:

▪ State Participants – including government agencies

▪ Institutional Participants - Political/economic integration organizations – international organizations

▪ NGO Participants - National and international non-governmental organizations

▪ Business Participants – National and international business associations and chambers of commerce of commercial organizations

Article 8

Admission

The GBPP membership is open to organizations (not individuals) particularly states, government agencies, political/economic integration organizations, intergovernmental, national and international non-governmental organizations, and businesses. Any stakeholder which desires to become a Member Participant and is deemed to be able and willing to fulfill the principles and objectives as set forth in this document. All applications for new membership shall be submitted to the Governing Board for consideration and approval according to the Rules of Procedure.

Article 9

Withdrawal

Any Member Participant may withdraw from the GBPP by formally notifying the Governing Board of the GBPP of its decision thereof. Withdrawal shall become effective on the date specified in the notification. As far as the financial obligations are concerned, such withdrawal shall take effect at the end of the financial year in which it is notified.

Article 10

Observer Status

Observer status in the GBPP shall be open, upon request, to any stakeholder category which expresses its readiness to make practical and valuable contribution to the work of the GBPP. Observer status may be granted, suspended or terminated by the Governing Board in accordance with the rules of procedure.

Article 11

Relations with Third Parties

The GBPP shall promote a relationship, via the International Secretariat, with third parties (states, international organizations and institutions) interested to cooperate on various matters of mutual concern through:

Dialogue partnership, within a frame of periodic exchanges and consultations;
Sectoral dialogue partnership, possibility of attending meetings on specific subjects; and
Project co-operation, working together on jointly agreed projects or programmes.

CHAPTER IV

PRINCIPAL AND SUBSIDIARY ORGANS

Article 12

Participants Assembly

The Participants Assembly is hereby established, and shall represent all of the Member Participants to GBPP. The Participants Assembly should meet regularly and at least once per year. The Assembly has the function and responsibility for:

a) Approving or expelling Members and Observers.

b) Electing Directors to the Governing Board.

c) Electing the President and Vice-President of the Assembly.

d) Considering and adopting amendments to this Agreement.

e) Advising on the overall direction of the GBPP’s work and strategy.

f) Reviewing progress in meeting the GBPP’s Objectives.

g) Approving the liquidation or wind-up of Green Bridge.

Further details on the Participants Assembly outside this document are covered in the Rules of Procedure.

Article 13

Governing Board

The Governing Board is the principal regular decision-making organ of GBPP. The Governing Board, within the framework of the GBPP principles and objectives, shall:

a) Decide on all issues pertaining to the functioning of the GBPP;

b) Consider all matters submitted by the International Secretariat, Participants Assembly of the GBPP, and Subsidiary Organs.

c) Take the decisions on membership and observer status.

d) Select the Secretary General.

e) Adopt and modify the Rules of Procedure.

f) Establish Subsidiary organs within GBPP, to assign tasks to them, to define, modify or terminate their mandates.

g) Consider any other matters deemed appropriate.

Core principles of the operation of the Governing Board are:

a) The Governing Board comprises a minimum of nine members to a maximum of fourteen members. Membership takes into account a fair and balanced representation of the all stakeholder groups and regions. Members are nominated and elected by the Member Participants of the GBPP.

b) Board members shall serve for terms of two years.

c) Chair and Vice-Chair of the Board are elected by the Governing Board members.

d) Chair and Vice-Chair of the Board are changed every tree-years (with a possibility of re-election for a subsequent tree-years).

e) The Governing Board must meet a minimum of twice per year.

f) Decision-making should be made by consensus; if consensus cannot be attained then those decisions, that are not expressed herein or in the Rules of Procedure as mandatory consensus decisions, may be based on a two-thirds majority of all Board members present.

Further details on the Governing Board outside this document are covered in the Rules of Procedure.

Article 14

International Secretariat

The secretarial service of the GBPP shall be carried out by the International Secretariat established for this purpose. Its main office is located in a defined host country, with the possibility of sub-offices located in other countries as necessary. The International Secretariat functions under the authority of the Governing Board. That authority shall be executed by the Secretary General.

Core principles of the International Secretariat are:

a) The Secretary General is responsible for rendering the services required by the GBPP and is accountable to the Governing Board;

b) The Secretary General is selected for a term of four-years (with a possibility of re-selection for a subsequent four-years);

c) The staff of the International Secretariat shall perform their duties as international officials with due regard to the principles and objectives of the GBPP; and

d) Conduct shall always conform to the principles of integrity and impartiality required for the work; with the staff only responsible to the Secretariat.

Further details on the International Secretariat outside this document are covered in the Regulations of Operation.

Article 15

Subsidiary Organs

The Governing Board may establish Subsidiary Organs. The Subsidiary Organs shall carry out their mandate defined by the Council, draw up joint projects as well as pursuing the implementation of such projects/activities in their respective areas. The Subsidiary organs shall submit to the Governing Board reports on the progress of their activities, as well as relevant recommendations in accordance with their mandates.

CHAPTER V

QUORUM AND DECISION-MAKING

Article 16

Quorum

Quorum for the Governing Board meetings and Participants Assembly shall be 2/3 of the Board membership or Participant Members respectively. Note:

a) Selection to the Governing Board by the Member Participants shall require a consensus of the quorum present.

b) Selection of the Chair and Vice-Chair of the Governing Board shall require a consensus by the quorum present.

Article 17

Decision-making

Decision-making mechanisms are set out in the Rules of Procedure. The Governing Board and Member Participants shall endeavour to achieve a consensus on all issues. On some issues, as defined in the Rules of Procedure, consensus is mandatory.

Article 18

Dissolution

Upon dissolution of the GBPP, by a decision of 2/3 majority of the signatories, the GBPP’s net assets shall be paid over solely to one or more environmental organizations that are organized and operated exclusively for charitable or educational purposes.

CHAPTER VI

GBPP RELATED BODIES OR SUBSIDIARY ORGANS

Article 19

Establishment of Subsidiary Organs

In conformity with the appropriate Rules of Procedure, GBPP Member Participants, Governing Board Directors or the International Secretariat may suggest the establishment of a Subsidiary Organ or affiliated centers. Establishment of Subsidiary Organs are considered and approved by the Governing Board.

Article 20

General Terms for GBPP Subsidiary Organs

Any GBPP related body or Subsidiary Organ that has their own budget shall perform their functions in accordance with the Regulations of Operation and Rules of Procedure; and with due respect to the principles of the GBPP set out above. The reports of any Subsidiary Organ should be submitted to the Participants Assembly and Governing Board for information and, if necessary, appropriate action.

CHAPTER VII

FINANCIAL PROVISIONS

Article 21

Budget of the Programme

The budget of the GBPP is composed of the financial contributions coming from project support from third-parties or either Members Participants. The GBPP may accept financial or in-kind contributions or earned income if it does not prejudice its mission objectives, independence, impartiality and non-profit character.

The budget shall be authorized and audited on an annual basis. The financial fiscal year shall run from 1^st January to 31^st December. Failure of fulfillment of financial obligations shall be referred to the Members Assembly.

CHAPTER VIII

LEGAL PROVISIONS

Article 22

Legal capacity

The GBPP shall possess juridical personality. It shall have the capacity to:

a) Contract;

b) Acquire an dispose of movable and immovable property; and

c) Initiate legal proceedings.

Article 23

Privileges and Immunities

By joining or participating in the GBPP, no Member or Observer waives any privileges and immunities to which it may be entitled under applicable law.

Article 24

Settlement of disagreements

In the case of a disagreement between two or more Member Participants concerning the interpretation or application of this Foundation Agreement, the parties concerned shall consult and, if necessary, they shall submit the disagreement to the Participants Assembly for consideration and appropriate actions.

Article 25

Amendments

Any Member Participant may propose an amendment to this Foundation Agreement.

The text of any amendment shall be circulated to the Member participants through the International Secretariat and submitted to the Participants Assembly for consideration and approval at least 30 days prior to a duly convened meeting of the Participants Assembly. Amendments to this document, approved by a 2/3 majority of the Participants Assembly, shall come into force immediately.

Chapter IX

FINAL PROVISIONS

Article 26

Signature and Depository

This present Foundation Agreement of the GBPP shall be open to signature by all potential stakeholders as described in Chapter III above. Eligibility is decided by the Governing Board.

The International Secretariat shall be the depository of this Foundation Agreement. The original of this document in a single copy in the English language shall be held at the depository.

Article 27

Entry into force

The mandate of this Foundation Agreement shall enter into force on the first day of the month following the date when four signatories have signed this document to become Member Participants.

IN WITNESS WHEREOF, the undersigned, being duly authorised to that effect, have signed this Foundation Agreement:

State Participants

_________________ _______________ _______________