By Toby McIntosh
Confidentiality agreements between the International Finance Corporation and its client borrowers are themselves confidential, the IFC has said.
The IFC on July 8 denied a request by Eye on Global Transparency for access to several confidential agreements, saying their terms are exempt from disclosure under the “Commercially Sensitive and Confidential Information” clause of the IFC’s Access to Information Policy.
The requested confidentiality agreements contain language that allowed the recipient of a controversial IFC loan to veto the release of information about the project, and about the IFC’s plans to fix problems identified by its internal accountability mechanism.
In short, the confidential agreements overrode the IFC’s Access to Information Policy.
But the wording of the agreements is unknown.
Now the IFC has decided that the terms of the confidentiality agreements are confidential.
How prevalent the use of confidentiality agreements is unknown. EYE has asked the IFC for information on this and received the promise of a reply.
Very few confidential agreements have come to light. (A subject for a later article.)
Disclosure of Agreements Denied
The IFC confidentiality agreements EYE requested were with a major bank in the Philippines, the Rizal Commercial Banking Corporation (RCBC), which received IFC financing for 10 coal-fired power plants.
The IFC ombudsman found that the IFC’s loans had violated its environmental and social protection policies. In response, the IFC Board ordered a Management Action Plan (MAP) and a consultant was hired to propose mitigation measures.
But the consultant’s final reports were kept secret. A request for them was made by a nongovernmental organization, Inclusive Development International (IDI). But it was denied, even after an appeal. (See April 2, 2006, EYE article.)
In its denial letter to IDI , the IFC revealed that the confidentiality agreements essentially gave RSBC veto power over disclosure of the documents.
The three person independent appeals panel said that RCBC “refused to consent” to “any disclosure of information, even if redacted.” And RCBC threatened lawsuits, which became another IFC rationale for not disclosing the requested information.
Although the confidentiality agreements were shared with the appeals panel, no operative language was cited by the IFC or the panel. The IFC denial letter termed them “market standard confidentiality obligations.”
Reacting to the denials, David Pred, President and Executive Director of IDI, said, “It makes a mockery of the policies approved by the World Bank board and its entire accountability system if all Management needs to do to subvert it is to sign NDAs [non-disclosure agreements] with their clients.”
EYE Request for Confidentiality Agreements Denied
EYE on June 8 requested the confidential agreements involved, and one related document.
EYE asked for confidentiality agreements between RCBC and Environmental Resources Management (ERM), the consultant that prepared the report for the Board. Also requested were the confidentiality agreements between IFC and RCBC relating to the Management Action Plan. In addition, EYE sought the confidentiality agreements between IFC and RCBC concerning four specific projects.
In its reply, the IFC asserted exemptions in its Access to Information Policy, summarizing, “To disclose such documents would be contrary to the legitimate expectations of such parties, who need to be able to disclose to IFC detailed information without fear of compromising the confidentiality of their projects or other proprietary information in a highly competitive marketplace.”
EYE is considering an appeal.
Access Policy Review Underway
The IFC is in the midst of reviewing its access to information policy.
An October 2025 submission by NGOs was critical of the IFC’s access policy.
A draft revision is expected out in the near future.
Text of IFC’s denial
July 8, 2026
IFCH-485078330
Dear Mr. McIntosh,
Thank you for the information requests submitted on June 8, 2026, pursuant to the IFC Access to Information Policy (AIP). We have reviewed each request carefully and provide the following consolidated response.
Requests IFCH-485078330, IFCH-159914889, and IFCH-1957649611
These requests seek, respectively: (1) confidentiality agreements or other agreements between Environmental Resources Management (ERM) and the Rizal Commercial Banking Corporation (RCBC) relating to ERM’s consulting work under the IFC Management Action Plan (MAP); (2) the contract between IFC and ERM for that same consulting engagement; and (3) confidentiality agreements between IFC and RCBC relating to the MAP, all in connection with IFC Projects #30235, #32853, #34115, and #37489.
The documents sought in these three requests fall within the exception set out in Section 11(a)(i) of the 2012 IFC Access to Information Policy (Commercially Sensitive and Confidential Information), which provides that IFC does not disclose “legal documentation or correspondence pertaining to IFC’s investments or advisory services, including documents or information relating to negotiations between IFC and its clients or other third parties relating to such investments or advisory services.”
To disclose such documents would be contrary to the legitimate expectations of such parties, who need to be able to disclose to IFC detailed information without fear of compromising the confidentiality of their projects or other proprietary information in a highly competitive marketplace. IFC’s commitment in this regard is consistent with the practice of commercial banks and most public sector financial institutions engaged in private sector investment activity. Accordingly, IFC is unable to disclose the documents requested in IFCH-485078330, IFCH-159914889, and IFCH-1957649611.
Requests IFCH-2085969656 and IFCH-1725077908
These requests seek, respectively: (4) all confidentiality agreements between IFC and RCBC pre-dating IFC Projects #30235, #32853, #34115, and #37489; and (5) all confidentiality agreements between IFC and RCBC related to those same projects.
Because the agreements sought in these two requests pre-date the scope of the 2012 AIP, the applicable framework is the 2006 Policy on Disclosure of Information. Section 9(a) of that Policy provides that IFC does not disclose “financial, business, proprietary or other non-public information provided to IFC by its clients or other third parties,” and similarly does not disclose “legal documentation or correspondence pertaining to IFC-financed projects, including documents or information relating to negotiations between IFC and its client relating to a project.” The rationale is the same: disclosure would be contrary to the legitimate expectations of clients who need to share detailed information with IFC without fear of compromising the confidentiality of their projects or proprietary information in a highly competitive marketplace.
The confidentiality agreements sought in IFCH-2085969656 and IFCH-1725077908 constitute legal documentation pertaining to IFC-financed projects and to the relationship between IFC and its client. IFC’s commitment to maintaining such information confidentially is consistent with the practice of commercial banks and most public sector financial institutions. Accordingly, IFC is unable to disclose the documents requested in IFCH-2085969656 and IFCH-1725077908.
Thank you again for your requests.
Best regards,
Access to Information Team, IFC
