Catalog

	Table of Contents
p. 6 of 7 BACK | NEXT I. Introduction II. Current Policies and Practices III. Recent Developments at the World Bank and the IFC IV. Concerns and Constraints Relating to Confidentiality and Disclosure V. General Policy on Disclosure VI. Implementation of the Policy VII. Recommendations

Confidentiality and Disclosure of Information

---

VI. Implementation of the Policy

28. In order to implement the policy of transparency and disclosure, two separate steps are necessary. First, the Bank’s classification system should be simplified and clarified. Such a system does remain necessary to preserve confidentiality of sensitive material, and to provide guidelines to staff in this regard, but it should not be an impediment to disclosure where appropriate. If such a system is maintained, however, there may be a tendency to overclassify documents. To prevent this, as a second step, clear instructions will be issued by Management emphasizing the Bank’s presumption in favor of disclosure with respect to the declassification and release of documents and the importance of instilling a culture of openness among staff. However, information previously provided to the Bank when these new policies had not been adopted will be properly protected and not disclosed without appropriate consent or authorization.

A. Classification System

29. In order to simplify and clarify the Bank’s system for classifying documents, it is proposed to substitute for the classifications described in paragraphs 8 and 9 above the following three classifications of documents: “Confidential,” “For Official Use Only,” and “Unclassified.”

Confidential

1. “Confidential” documents would be those that contain particularly sensitive information for limited internal use of the Bank, release of which would reasonably be expected to have a seriously adverse effect on, or be prejudicial to, the interests of the Bank, its members, borrowers or others. More specifically, “Confidential” documents should be restricted to those documents determined by the Head of the originating Department or Office concerned, subject to guidance and review by Management, to meet such criteria, and which involve at least one of the following categories:

1. information or documentation obtained by the Bank from another party with the expectation, expressed or implied, that it will be kept in confidence;

2. documents or proprietary information owned by others but held by the Bank in the expectation, expressed or implied, that it will be kept in confidence;

3. information derived from the Bank’s deliberative or decision- making process, such as internal staff memoranda, minutes and summaries of discussions at Board meetings unless such information has been authorized to be disclosed;

4. information derived from similar decision-making processes involving open and candid exchanges of ideas between the Bank and any of its members, particularly with respect to policy dialogue;

5. legal and other documents relating to specific private sector investments, including private sector investments by a government or governmental entity, unless consent to disclose has been obtained from the parties concerned; and

6. staff information of a personal nature, such as personnel records and medical files (except for disclosure to the individual staff member concerned).

“Confidential” document should be made available only to Bank staff with a demonstrated need to know the information contained in the document. The classification as “Confidential” would remain for such period of time as determined by Management or the Head of the originating Department or Office, subject to declassification at any time by Management. In general, documents marked “Confidential” by a government will be declassified and released only with the consent of such government.

For Official Use Only

2. “For Official Use Only” documents would be those determined by the Head of the Department or Office concerned, subject to guidance and review by Management, to contain sensitive information for the internal use of the Bank, the release of which could reasonably be expected to interfere with policies or regulations of the Bank or jeopardize its activities or relations with its members, borrowers or others, but which do not necessarily include information falling into the categories described in the preceding paragraph. Information or documents classified “For Official Use Only” would automatically be declassified on a date 5 years after the date of classification, unless the Head of the originating Department or Office expressly determines, at that time, to continue classification provided, however, that documents marked by a government “for official use only” or a similar classification such as “limited official use” will generally be declassified and released only with the consent of that government. With the exception of a document that a government has not consented to release, the Head of the originating Department or Office, subject to review and guidance by Management, would have the discretion to declassify at any time information or documents classified “For Official Use Only.” This classification would provide a means of limiting circulation of sensitive documents without restricting them to the degree required for “Confidential” documents. In addition, this classification would provide for automatic release of such documents from a classified status within a set time frame. Certain financial or administrative policy papers (to the extent not covered by the “Confidential” classification) are examples of documents that might be included in this category.

30. In keeping with the Bank’s policy, the presumption will be that all documents that have been declassified or that can be declassified and those documents that do not fall within the provisions of the preceding paragraph, may be released to the general public. Moreover, heads of department and offices may consult with the Information Office in determining the classification of any document as “Confidential” or “For Official Use Only.” To the extent possible, the Bank will not permit information relevant to a significant allegation of criminal behavior or unethical conduct including conflict of interest to remain classified “confidential” or “For Official Use Only.” Management will be responsible for responding to any request for reconsideration of a decision by any Bank official denying access to a document containing information that is the subject of such an allegation.

31. This classification system would also be applicable to all electronically based and computer-generated information, as well as photographic and graphic material.

32. In the near future, Management would issue instructions to staff as to the appropriate classification of Bank documents to assist in transition from the old system, and to bring the new system into effect. Such instructions would include measures for labeling classified documents, as appropriate.

B. Release of Specific Documents

33. The establishment of a revised classification system, however, will not automatically result in the expansion of disclosure intended. In order to implement the policy of transparency and disclosure, and to provide examples of how to declassify and release documents, Management also proposes to issue instructions covering specified Bank documents. In some cases, the documents to be released will have been originally classified as “Confidential” or “For Official Use Only.” In those cases, sensitive information not appropriate for disclosure would be deleted from such documents when necessary pursuant to Management instructions, and the documents would then be declassified and released to the public. If appropriate, the Bank will attach a statement to the document being released indicating that the Bank does not accept responsibility for the views expressed by the authors of the document. In particular, it is proposed that Management issue instructions on declassification and release of the following information and documents.

Project or Program Profile (Public Sector)

34. Currently, loan proposals for projects and programs in the public sector are listed in the Bank’s publication ADB Business Opportunities at the earliest possible time.⁹ It is proposed that Bank staff should prepare, for all such public sector operations, a more detailed project or program profile (PP) describing the main elements of the proposed project or program including environmental aspects, social information, including information on resettlement and indigenous people, and dates for public consultations if arranged by the proposed borrower or sponsor. The PP would indicate, in about two pages, the major components of the project, objectives, contemplated costs and financing plan, executing or implementing agencies, contemplated procurement and consulting arrangements, contact points for information, and other relevant material. The initial PP would be prepared to coincide with the initial listing of the project or program in the ADB Business Opportunities, and the PP would be updated each time major changes occur in project design (including at each stage in which changes are made in the ADB Business Opportunities reference) up to the appraisal stage. A longer PP with more pages as appropriate would be prepared following appraisal. The PP would be unclassified and would be provided to the Information Office, from which interested parties could obtain copies. The purpose of the PP would be to provide as much information as possible to the public during the earliest stages of project preparation, to ensure adequate debate, dialogue, and participation by parties concerned including affected populations at the formative stages. Subsequent to consideration of a project by the Board of Directors, the PP would be updated at least once a year during project implementation.

Report and Recommendation of the President (RRP) for Projects and Programs (Public Sector)

35. After approval by the Board of Directors of a public sector project or program, copies of the relevant RRP would be declassified, and could be obtained by the general public. The RRPs will provide useful and extensive disclosure of the Bank’s activities as well as of the project or program. Similarly, Board documents relating to amendments to or changes in such projects or programs would also be made available after Board review or consideration. In order to protect borrowers or members prior to negotiation of the concerned loan, the government, borrower and other entities directly concerned would be informed that it is the Bank’s policy to release RRPs after Board approval provided, however, that technical information concerning the project may be made available where issues of confidentiality are not present. (See page 25, which provides for the release of such technical information.) The Bank’s invitation to negotiate would include a request that the prospective borrower’s negotiating team be prepared to indicate, during negotiations, any information or data related to the project or program that is confidential or sensitive, or might adversely affect relations between the Bank and the government or borrower. These issues would be discussed during negotiations and taken into account in preparing the final RRP. Where significant issues of confidentiality do arise for any party concerned, including cofinanciers, relevant portions of the RRP would be circulated separately to the Board in the cover memorandum for the RRP, and would not be subject to subsequent circulation to the general public. In addition, as exceptions to be justified on a case-by-case basis, RRPs that are highly sensitive may be fully restricted from circulation to the public at the request of the Programs Director or Projects Director concerned and with the approval of the Vice-President concerned. In any such highly sensitive case, the Board paper will inform the Board that the RRP will not be released.

Technical Assistance Reports

36. After approval by the Board of Directors or President as appropriate, copies of technical assistance documents that have been submitted to the Board for approval or information will be declassified and may be released to the public, unless Management determines it is necessary to retain a classified status for any such documents for a specified period of time. Feasibility studies arising from such technical assistance reports can be released except to the extent classified by the government concerned and subject to the cost considerations described in paragraph 45 below.

Country Specific Documents

37. Following submission to the Board of an economic review and ADB operations paper (ERBOP) or following Board review or consideration of each draft country operational strategy study (COSS) and Compendium of Country Notes, such documents will be declassified and may be released to the public unless Management approves withholding any portion of such documents. Accordingly, Bank staff in the process of preparing such papers should advise the governments concerned of this new policy and ask the governments to identify confidential information that should be segregated wherever possible from such reports and separately presented to the Board of Directors. In some cases, where confidentiality requires, the entire COSS or ERBOP may be classified by Management as confidential. Subject to the procedures described in paragraphs 46 and 48 below, other country papers will also be disclosed at appropriate times.

Sector Policy Papers

38. In preparing public sector policy papers for Board review or consideration, Bank staff may consult with interested individuals and groups outside the Bank, and may make drafts of such policy papers, including drafts of Board “working papers,” available to such individuals and groups for review and comment. Once such sector policy papers are prepared for submission to the Board for approval, however, they will be treated, depending on the determination of the Head of the originating Department or Office, as “Confidential” or “For Official Use Only” until the full process of Board review and consideration is completed. All public sector policy papers, once approved by the Board of Directors, will be declassified and may be released to the public, as well as all private sector policy papers other than those which the Management has specifically advised the Board are to remain classified.

Environment-Related Documents¹⁰

39. In addition to the summary environmental impact assessments (SEIAs) now available to the public, environmental impact assessments (EIAs), initial environmental examinations (IEEs), and summary initial environmental examinations (SIEEs) for category A and B projects with significant environmental impact proposed to be financed by the Bank, after they have been released locally and officially transmitted to the Bank, will be available to the public upon request, in both public and private sector operations.¹¹

Private Sector Documents

40. Basic policy of disclosure. In line with the Bank’s General Policy on Disclosure (see paragraph 26), the Bank adopts a presumption in favor of disclosure for its private sector operations where disclosure would not materially harm the business and competitive interests of Bank clients. It is important to temper openness and transparency with respect to Bank operations and policies where the Bank is dealing with disclosure of information provided by Bank private sector clients regarding their business plans and objectives. Any disclosure by the Bank regarding the business plans and objectives of a private sector client must only be made with the client’s consent.

41. Constraints on the publication on project information. At the preappraisal and appraisal stages, the intention of a private sector sponsor to undertake a project in a particular industry may, in itself, constitute information that could either deter other investors or provoke a response on the part of competitors. After approval of financing for a private sector project by the Bank’s Board of Directors, the Bank typically continues to receive detailed financial and operating reports which, again, generally constitute privileged and confidential information. Accordingly, the Bank’s disclosure policy in the private sector with regard to business information obtained from clients is governed by a number of well-accepted principles, including the need for the Bank to take particular care to keep contacts and discussions with prospective clients confidential during the time that the Bank is considering an investment proposal in order to protect the legitimate business interests and competitive position of the client and to limit the harm that could result from the Bank’s declining to support the proposal. Subsequently, steps are taken to ensure that during the time the Bank maintains financial assistance to a company, whether as a lender or as a shareholder, informationsupplied by the client to the Bank continues to be treated as confidential, and information provided by the Bank to the public (through further press announcements, ADB’s Annual Report or otherwise) is released only with the prior consent of the client.

42. Specific bank document. References to private sector operations may be found in many Bank publications and documents such as the Annual Report, environment-related documents (see paragraph 35), and legal and other documents relating to specific private sector investments (see paragraph 29(i)(e)). However, the important qualifications applicable to the Bank’s private sector operations require that with respect to private sector PPs, notices in ADB Business Opportunities and RRPs, the following considerations apply.

43. Project Profiles. PPs for specific private sector projects will be prepared and released to interested parties prior to a project’s consideration by the Board of Directors, but only after Bank Management has determined that the project is likely to be presented to the Board for consideration and the project sponsors have consented to the PP’s release. The PP will provide a brief factual summary of the main elements of the evolving project: its sponsors, the project company’s shareholders, total project cost, the location of the project, a description of the project and its purpose, and the environmental category and a brief summary of any environmental issues. Under ordinary circumstances, the PP will be released not later than 30 days prior to consideration of the project by the Bank’s Board. There may be some circumstances where Bank Management determines that such disclosure would be harmful to the project company or where market conditions or timing requirements, such as for securities offerings, would prevent observance of the 30-day period. In any such circumstance, the Board paper will inform the Board that no PP had been released or that its release has been delayed.

44. ADB Business Opportunities. It is also proposed that a loan and investment proposal for any private sector project or program will be listed in ADB Business Opportunities using information in the PP as soon as the PP is released for the project or program.

45. Reports and Recommendations of the President. The reports and recommendations of the President for specific private sector projects may only be disclosed or released to the public with the prior consent of the project sponsors.

C. Other Documents and Requests for Information

Other documents

46. Management will review with other departments and offices concerned and the Publications Committee (PC) the need for further instructions to ensure disclosure as appropriate of other principal documents including loan documents and documents concerning Bank consultants. The PC will be responsible for recommending to Management from time to time as the need arises ways of simplifying and improving the Bank’s policies and procedures including guidelines for staff on disclosing information.

Other technical information on projects

47. If an interested party requests additional information about a public sector project, public sector program, or technical assistance under preparation or implementation, the head of appropriate department or office may declassify and release factual or technical documents, or portions of such documents, after consulting with the government, borrower or recipient to identify any sections that involve confidential material or that could compromise relations between the government, borrower or recipient and the Bank.

Other requests for information

48. Finally, in order to encourage dissemination of information, the following instructions are proposed to be issued by Management to meet external requests for information or documents not covered by any of the preceding arrangements. Any department or office receiving a request for information or documents should relay such request within three working days to the Information Office, which in consultation with the PC, will arrange for a review of the request by the relevant Bank office and where appropriate with the government concerned. The relevant Bank office will give particular regard to the classification of the information or documents and provide a response to the request, either by providing such information or indicating the reasons such information cannot be provided, within 22 working days of the receipt of the request by the Bank.

D. Effective Date and Review

49. It is proposed that, subject to the Board approval of the recommendations proposed in this paper, the new classification system and the proposed procedures for release of documents take effect on 1 January 1995. It is also proposed that a review of the revised classification system and procedures for release of documents be undertaken within 2 years after their implementation. The results of this review and proposals for additional action, if any, will be submitted to the Board.

E. Cost Considerations

50. The procedures recommended in this paper will inevitably result in additional demands on staff (for example, in the preparation of PPs, discussions with borrowers and governments on confidentiality of information, segregation of sensitive information, and responses to requests for information). In addition, dissemination of documents to the public will involve substantial publication or communication expenses. The PC will be responsible for recommending prices of documents provided to the public; in general such prices will be established using the principle that the user should pay the costs of providing documents requested. Also, the contents of the Bank’s Operations Manual and Project Administration Instructions will need to be substantially revised in the near future to clarify which procedures Bank staff are required to follow and which procedures and practices Bank staff may consider but are not required to follow. To the extent possible, the Bank will make use of the Depository Library System for dissemination of documents and will explore various interactive database options to make information accessible through internet or other such servers of information. All steps possible will be taken to minimize costs, or to arrange for the recovery of the costs of disseminating information from the end-users. But in adopting the above measures, the Board must be aware that additional substantial costs to the Bank will be incurred.

____________________

Back V. General Policy on Disclosure	Next VII. Recommendations