MISCELLANEOUS
ARTICLE 64
APPLICATION OF THE COMPANIES ACT
The Companies Act applies to the Credit Guarantee Corporation as if it were a public company registered under the Companies Act with such modifications as are necessary and expedient, but always subject to this Agreement.
ARTICLE 65
OBLIGATION OF CONFIDENTIALITY
A member of the Board, Committees of the Board, Officer, employee or agent of the Credit Guarantee Corporation or person attending any meeting of the Board or Committee of the Board shall not disclose any information which has been obtained by him in the course of his duties or in the course of such meeting and which is not published in pursuance of this Agreement except —
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(a) for any of the purposes of this Agreement;
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(b) for the purpose of any civil or criminal proceedings under any written law;
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(c) in respect of any information available to the public; or
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(d) where otherwise authorized by the Board.
ARTICLE 66
PROTECTION OF PERSONS DEALING WITH DIRECTORS AND AGENTS
(1) A person who deals with the Directors or the Chief Executive Officer of the Credit Guarantee Corporation shall not be affected by any irregularity of procedure in connection with the authorization of the transaction by a general meeting or other meeting of the Credit Guarantee Corporation, or by the Directors or any Committee of the Board, or by the non-fulfilment of any condition imposed by this Agreement in connection with the transaction.
(2) A person who deals with another person who is held out by the Directors as having authority to act on the Credit Guarantee Corporation's behalf in connection with any transaction may treat the Credit Guarantee Corporation as bound by the acts of that other person done within his apparent authority even though he has not been authorised by the Credit Guarantee Corporation to do those acts on its behalf so long as that person has no knowledge whether actual or constructive, that another person has not been so authorized by the Credit Guarantee Corporation.
(3) This Article does not entitle any person to recover a debt from the Credit Guarantee Corporation or to enforce an obligation or liability against it or to treat any obligation as binding on it, if in connection with the same matter, that person is guilty of a fraud upon the Credit Guarantee Corporation or has participated or acquiesced in a fraud committed on the Credit Guarantee Corporation.
ARTICLE 67
DISPUTES
(1) Any dispute between the Participating Governments and other investors or between the Credit Guarantee Corporation and a Participating Government or any other investor, as the case may be, concerning this Agreement shall be submitted to arbitration by a tribunal of arbitrators appointed pursuant to paragraph (2) of this Article.
(2) If the dispute is between —
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(a) only two parties, each party shall be entitled to appoint one arbitrator, and the two parties shall together appoint a third arbitrator, who shall be the Chairperson of the tribunal;
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(b) three or more parties, each party shall be entitled to appoint one arbitrator and all the parties shall together appoint an additional arbitrator, who shall be the Chairperson of the tribunal.
(3) If, within thirty days of receipt of the request for arbitration, any party has not appointed an arbitrator or if within thirty days of the appointment of the arbitrators the parties have not appointed the third arbitrator or, as the case may be, the additional arbitrator, any party to the dispute may request the Chief Justice of the Eastern Caribbean Supreme Court to make the required appointment.
(4) The procedure of the tribunal shall be fixed by the arbitrators, but the Chairperson of the tribunal shall have full power to settle all questions of procedure in the event of disagreement.
(5) A majority vote of the arbitrators shall be sufficient to reach a decision which shall be final and binding upon the parties.
(6) The Chairperson of the tribunal shall be entitled to vote, and in the event of a tie, shall have a casting vote.