A. The Board Chair and Board Vice-Chair were requested by the Board to lead and oversee a governance reform initiative based on recommendations from the Comprehensive Reform Working Group at the Twenty-Third Board meeting. Drawing from an extensive consultation process, in September 2011 the Chair and Vice-Chair provided the Board with a summary of the emerging governance reform recommendations. These governance recommendations were further complemented by the release of the findings and recommendations of the High-Level Independent Review Panel.
B. On the basis of these recommendations, a number of governance reform decisions were undertaken by the Board at its Twenty-Fourth meeting, including the replacement of the four standing committees with three new standing committees and establishment of a Coordinating Group comprised of Board and Committee chairs and vice-chairs.
To further transform the governance of the Global Fund, the Board decides as follows:
The Board approves the revised Bylaws of the Global Fund as set out in Attachment 1 to the paper titled "Governance Reforms‟, GF/B25/5 ("the Board Governance Paper"), which shall supersede the existing Bylaws of the Global Fund as last amended by the Board on 2 March 2011(GF/B22/EDP/10).
The Board approves a Charter for each of the new standing Committees of the Board, namely:
a. the Strategy, Investment and Impact Committee (as set out at Attachment 2 to the Board Governance Paper);
b. the Finance and Operational Performance Committee (as set out at Attachment 3 to the Board Governance Paper); and
c. the Audit and Ethics Committee (as set out at Attachment 4 to the Board Governance Paper). These Charters shall supersede the standing committees‟ terms of reference as last amended at the Nineteenth Board Meeting (GF/B19/DP8) and ad hoc committees‟ terms of reference.
The Board approves the Terms of Reference for the Coordinating Group as set out at Attachment 5 of the Board Governance Paper.
The Board approves the Operating Procedures of the Board and Committees of the Global Fund (as set out at Attachment 6, Revision 1 of the Board Governance Paper), which shall supersede both the Board Operating Procedures as last amended on 2 March 2011 (GF/B22/EDP/10) and the Committee Rules and Procedures as last amended at the Twentieth Board Meeting.
The Board authorizes the Secretariat to undertake any necessary consequential modifications to existing policies, processes and procedures in order to reflect the amendments to the governance materials of the Global Fund as set out in this decision point.
The amendments to the governance materials of the Global Fund as set out in this decision point shall have immediate effect.
The Board notes that this decision point concludes the first phase of the governance reform program initiated in May 2011.
The Board requests the Board Chair and Board Vice-Chair to proceed to propose further governance reforms as appropriate and present findings and recommendations for decision at the first Board meeting of the 2012 calendar year.
Governance Reform Initiative
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GF/B25/05 Attachment 1 -
Attachments 01 - Bylaws
GF/B25/05 Attachment 2 - 5 -
Attachments 02-05 - Committee Chairs, Coordination Group and ToRs