TERMS OF REFERENCE FOR THE ETHICS OFFICER The Ethics Officer shall be responsible for providing impartial services to IDB management and staff regarding the IDB’s policies and procedures related to integrity in the workplace. The objective of the Ethics Officer is to provide assistance in reviewing and resolving matters regarding ethics and conduct in the workplace in a manner that contributes to the good governance of the IDB and helps to maintain its reputation for probity, integrity, and impartiality. The Ethics Officer shall accordingly provide, upon request, advice to management and employees on the application of workplace rules related to integrity, including the Code of Ethics and Staff Rule No. 323 (Respect in the Workplace), and lead training programs aimed at increasing awareness on ethics issues. The Ethics Officer shall serve as Secretary of the Ethics Committee in accordance with the Code of Ethics and Secretary of the Conduct Review Committee in accordance with Staff Rule No. 323. As Secretary of the Ethics Committee, the Ethics Officer shall be responsible for maintaining and operating the Conflict of Interest and Financial Disclosure Program of the IDB, in accordance with the Code of Ethics and the guidelines issued by the Ethics Committee. 1. Characteristics of the Ethics Officer The Ethics Officer must meet the highest standards of individual integrity and discretion, and possess a solid understanding of the dynamics of a culturally diverse environment and workplace problems, including various forms of disrespectful behavior. The Ethics Officer must understand how to handle and respond to workplace problems and how to refer staff to appropriate resources. The Ethics Officer shall possess the necessary experience and qualifications regarding ethics and respect in the workplace matters, and to resolve conflicts or grievances including mediation, conciliation and conflict resolution skills, and must be perfectly bilingual in English and Spanish. The Ethics Officer shall be guided by the principles of objectivity, accessibility and confidentiality. Objectivity includes impartial attention to all available perspectives, in the context of the Code of Ethics, Rule 323 (Respect in the Workplace) and other IDB policies and procedures related to integrity in the workplace. The Ethics Officer shall be readily accessible to all employees, providing timely solutions and responses to requests for advice on such matters. 2. Functional Relations The Ethics Officer shall be appointed by the President and shall report to the Vice President for Finance and Administration (except when a matter concerns that Office). Additionally, in relation to his or her functions as Secretary of the Ethics Committee and the Conduct Review Committee the Ethics Officer shall report to such Committees to fulfill his or her obligations in accordance with the applicable policies. The Ethics Officer shall not hold any other office or perform any other service in the IDB or in the IIC. The Ethics Officer’s appointment would be for a non-renewable fixed term of 5 years. The President may terminate this appointment prior to the end of the 5 years only for good cause. After serving as Ethics Officer, an individual shall not be eligible for employment in the Bank or in the Inter-American Investment Corporation in any capacity. 3. Authority In the performance of his/her duties, the Ethics Officer shall have direct access to the President, the Executive Vice President, the Vice President for Finance and Administration, all Managers and supervisors and any office, unit or authority of the Bank. In exercising his/her duties the Ethics Officer shall be independent and impartial. 1 The Ethics Officer shall: (a) receive complaints under the Code of Ethics, respond to requests for advice, and perform those functions related to reporting, record keeping and other matters as defined in the Code of Ethics for the Ethics Committee; (b) receive complaints for the Conduct Review Committee, respond to requests for advice, and perform those functions related to reporting, record keeping and other matters as defined in Staff Rule No. 323 for the Conduct Review Committee; (c) conduct preliminary reviews of all allegations and promptly advise the Ethics Committee or the Conduct Review Committee of the allegations and the results of the preliminary review; (d) implement the required mechanisms and procedures for facilitating compliance with the requirement to file statements of interests contained in the Code of Ethics and propose such mechanisms and procedures to the Ethics Committee for approval; (e) manage the interest disclosure mechanism and its procedures, including supervision, analysis, providing advice, recommending the appropriate course of action when required, and making recommendations, when required, to the Ethics Committee on the adoption of the appropriate course of action; (f) provide support in the implementation of advice, authorizations, recommendations, decisions and other actions of the Ethics Committee and the Conduct Review Committee; (g) design, promote, organize and deliver informational and educational programs and workshops for management and staff in cooperation with the Office of Learning of the Human Resources Department to support the purposes of the Code of Ethics, Staff Rule No. 323 and the Bank’s integrity framework. 4. Guidance to Management and Staff The Ethics Officer shall provide guidance to IDB staff and management to ensure that IDB policies, procedures and practices reinforce and promote the ethical standards called for under the Code of Ethics and Staff Rule No. 323 (Respect in the Workplace), and that these standards are clearly understood. Such guidance does not, however, replace the need to obtain approvals through the appropriate channels for paid or unpaid external activities (i.e., by the Ethics Committee, pursuant to the Code of Ethics). Staff members shall not be subject to adverse action for having taken any action on the basis of advice given by the Ethics Officer on any matter, provided that all material facts have been accurately disclosed. 5. Confidentiality In the performance of all of his or her functions, the Ethics Officer shall respect the Bank’s policies regarding the confidentiality of information, including the provisions of the Code of Ethics in relation to the performance of duties for the Ethics Committee, Staff Rule No. 323 in relation to the performance of duties for the Conduct Review Committee, and any other applicable Bank policy. 2 6. Reports In addition to fulfilling the reporting requirements of the Secretary of the Ethics Committee under the Code of Ethics, the Ethics Officer shall provide a semi-annual and an annual report to the President, the Executive Vice President and the Vice President for Finance and Administration of the Bank. The reports shall include an overview of the Ethics Officer’s other activities, specific cases and systemic issues related to policies, procedures and practices that have come to his/her attention. The reports shall specify the number and nature of matters (including remedial measures and enforcement of penalties) brought to his/her attention and describe the extent to which they were or were not resolved, together with the reasons for the lack of resolution. 7. Other Recourse for Employee Complaints The provisions of these terms of reference shall not be interpreted or construed as limiting any employee’s access to any other recourse for the resolution of complaints. 3