Agreement Relating to the “INTELSAT”

Article XII. (Transitional Management and Secretary General)

(a) As a matter of priority after entry into force of this Agreement,
the Board of Governors shall:

(i)Appoint the Secretary General and authorize the necessary
support staff;

(ii)Arrange the management services contract in accordance with
paragraph (e) of this Article; and

(iii)Initiate the study concerning permanent management arrangements
in accordance with paragraph (f) of this Article.

(b) The Secretary General shall be the legal representative of
INTELSAT until the first Director General shall have assumed office. In
accordance with the policies and directives of the Board of Governors,
the Secretary General shall be responsible for the performance of all
management services other than those which are to be provided under the
terms of the management services contract concluded pursuant to paragraph
(e) of this Article including those specified in Annex A to this
Agreement. The Secretary General shall keep the Board of Governors fully
and currently informed on the performance of the management services
contractor under its contract. To the extent practicable, the Secretary
General shall be present at or represented at and observe, but not
participate in, major contract negotiations conducted by the management
services contractor on behalf of INTELSAT. For this purpose the Board of
Governors may authorize the appointment to the executive organ of a small
number of technically qualified personnel to assist the Secretary
General. The Secretary General shall not be interposed between the Board
of Governors and the management services contractor nor shall he exercise
a supervisory role over the said contractor.

(c) The paramount consideration in the appointment of the Secretary
General and in the selection of other personnel of the executive organ
shall be the necessity of ensuring the highest standards of integrity,
competency and efficiency. The Secretary General and the personnel of the
executive organ shall refrain from any action incompatible with their
responsibilities to INTELSAT. The Secretary General may be removed from
office for cause by the Board of Governors. The office of Secretary
General shall cease to exist on the assumption of office by the first
Director General.

(d) (i) The Board of Governors shall designate a senior officer of
the executive organ to serve as the Acting Secretary General whenever the
Secretary General is absent or is unable to discharge his duties, or if
the office of Secretary General should become vacant. The Acting
Secretary General shall have the capacity to exercise all the powers of
the Secretary General pursuant to this Agreement and the Operating
Agreement. In the event of a vacancy, the Acting Secretary General shall
serve in that capacity until the assumption of office by a Secretary
General, who shall be appointed by the Board of Governors as
expeditiously as possible.

(ii) The Secretary General may delegate such of his powers to other
officers in the executive organ as may be necessary to meet appropriate
requirements.

(e) The contract referred to in subparagraph (a) (ii) of this Article
shall be between the Communications Satellite Corporation, referred to in
this Agreement as “the management services contractor”, and INTELSAT, and
shall be for the performance of technical and operational management
services for INTELSAT, as specified in Annex B to this Agreement and in
accordance with the guidelines set out therein, for a period terminating
at the end of the sixth year after the date of entry into force of this
Agreement. The contract shall contain provisions for the management
services contractor:

(i)To act pursuant to relevant policies and directives of the Board
of Governors;

(ii)To be responsible directly to the Board of Governors until the
assumption of office by the first Director General and
thereafter through the Director General; and

(iii)To furnish the Secretary General with all the information
necessary for the Secretary General to keep the Board of
Governors informed on the performance under the management
services contract and for the Secretary General to be present at
or represented at and observe, but not participate in, major
contract negotiations conducted by the management services
contractor on behalf of INTELSAT.

The management services contractor shall negotiate, place, amend and
administer contracts on behalf of INTELSAT within the area of its
responsibilities under the management services contract and as otherwise
authorized by the Board of Governors. Pursuant to authorization under the
management services contract, or as otherwise authorized by the Board of
Governors, the management services contractor shall sign contracts on
behalf of INTELSAT in the area of its responsibilities. All other
contracts shall be signed by the Secretary General.

(f) The study referred to in subparagraph (a) (iii) of this Article
shall be commenced as soon as possible and, in any event, within one year
after entry into force of this Agreement. It shall be conducted by the
Board of Governors and shall be designed to provide the information
necessary for the determination of the most efficient and effective
permanent management arrangements consistent with the provisions of
Article XI of this Agreement. The study shall, among other matters, give
due regard to:

(i)The principles set forth in subparagraph (c) (i) of Article XI
and the policy expressed in subparagraph (c) (ii) of Article XI,
of this Agreement;

(ii)Experience gained during the period of the Interim Agreement and
of the transitional management arrangements provided for in this
Article;

(iii)The organization and procedures adopted by telecommunications
entities throughout the world, with particular reference to the
integration of policy and management and to management
efficiency;

(iv)Information, similar to that referred to in subparagraph (iii)
of this paragraph, in respect of multinational ventures for
implementing advanced technologies; and

(v)Reports commissioned from not less than three professional
management consultants from various parts of the world.

(g) Not later than four years after the entry into force of this
Agreement, the Board of Governors shall submit to the Assembly of Parties
a comprehensive report, which incorporates the results of the study
referred to in subparagraph (a) (iii) of this Article, and which includes
the recommendations of the Board of Governors for the organizational
structure of the executive organ. It shall also transmit copies of this
report to the Meeting of Signatories and to all Parties and Signatories
as soon as it is available.

(h) By not later than five years after entry into force of this
Agreement, the Assembly of Parties, after having considered the report of
the Board of Governors referred to in paragraph (g) of this Article and
any views which may have been expressed by the Meeting of Signatories
thereon, shall adopt the organizational structure of the executive organ
which shall be consistent with the provisions of Article XI of this
Agreement.

(i) The Director General shall assume office one year before the end
of the management services contract referred to in subparagraph (a) (ii)
of this Article or by December 31, 1976, whichever is earlier. The Board
of Governors shall appoint the Director General, and the Assembly of
Parties shall act upon the confirmation of the appointment, in time to
enable the Director General to assume office in accordance with this
paragraph. Upon his assumption of office, the Director General shall be
responsible for all management services, including the performance of the
functions performed by the Secretary General up to that time, and for the
supervision of the performance of the management services contractor.

(i) The Director General, acting under relevant policies and
directives of the Board of Governors, shall take all necessary steps to
ensure that the permanent management arrangements are fully implemented
not later than the end of the sixth year after the date of entry into
force of this Agreement.

Author: international