GF/B13/EDP03
Approved by the Board on: 10 July 2006
Amendments to Bylaws and Board Operating Procedures
The Board amends the Board Operating Procedures by inserting the following text as Section “G” and renumbering the remaining text accordingly:
G. PROCEDURES FOR APPOINTMENT AND ASSESSMENT OF THE EXECUTIVE DIRECTOR
26. Appointment of the Executive Director
No later than six months prior to the end of the term of the incumbent Executive Director, the Board shall, in accordance with Article 8.1 of the Bylaws and this Section of the Board Operating Procedures, decide on a procedure for the appointment of the next Executive Director.
At this time, the Board shall normally launch a competitive recruitment process, publicly inviting applications for the position of Executive Director. Where the incumbent Executive Director has not served more than one term of office, the Board shall invite him or her to re-apply, together with other candidates, for such position and publicly announce such invitation. Where appropriate the Board may launch such a recruitment process without inviting the Executive Director to re-apply for the post or, based on a satisfactory performance appraisal and if the incumbent Executive Director has not served more than one term, extend the appointment of the Executive Director for a further term of three years without the normal recruitment process.
If the Board decides to launch a recruitment process, it shall be assisted by an ad hoc Nomination Committee. At least six months prior to the end of the term of the incumbent Executive Director, or at any other time decided by the Board, the Chair of the Board shall, notwithstanding the otherwise applicable procedures under these Board Operating Procedures and the Committee Rules and Procedures, recommend for Board approval the terms of reference of the Nomination Committee and nominate for Board approval a Chair and the membership of that Committee. Membership in the Nomination Committee shall not count towards the two committee limit referenced in Section 23 of these Board Operating Procedures.
The Chair of the Board may also recommend for Board approval updated terms of reference of the Executive Director and the criteria for his selection. Following approval of the membership of the Nomination Committee, the recruitment process is launched.
The Nomination Committee shall interview and rank candidates, and present the highest ranking candidates to the Board, which shall then select a candidate, consistent with the terms of office of the Executive Director that are stated in Section 17 of these Board Operating Procedures.
The mandate of the Nomination Committee shall expire upon the appointment of the Executive Director.
27. Assessment of the performance of the Executive Director
The Chair of the Board shall ensure that the performance of the Executive Director is assessed each year based on best practices. All documentation related to such assessment shall be provided to the Board not later than the end of the first quarter of the calendar year.