Board Decisions

GF/B32/DP05

Approved by the Board on: 20 November 2014

Approving the Governance Plan for Impact

1. The Board acknowledges the:
1. Observations, options and survey results presented in the advisory report issued by the Office of the Inspector General (the “OIG”) on the effectiveness and efficiency of Global Fund governance, as set forth in GF-OIG-14-008 (the “OIG Advisory Report, Governance Review”);
2. Analysis and recommendations presented in the Governance Plan for Impact prepared by the 2014 Ad-Hoc Working Group on Governance, as set forth in GF/B32/08 – Revision 2 (the “Governance Plan”); and
3. Related discussions and deliberations during the Board Retreat held in Montreux, Switzerland on 16 – 18 November 2014.
2. Accordingly, the Board notes the recommendations on governance function contained in the Governance Plan and approves:
1. The finalization of an enhanced governance structure, to be presented at the November 2015 Board meeting, comprised of the Board, Coordinating Group and the following re-configured standing committees:
1. Audit and Finance;
2. Ethics and Governance; and
3. Strategy and Operations.
2. Measures to transition the current governance structure to the enhanced governance structure, by the beginning of April 2016, which consists of:
1. Establishment of the Transitional Governance Committee, under the terms of reference set forth in Annex 2 to the Governance Plan;
2. Modified responsibilities for the Coordinating Group, as reflected in its amended terms of reference, as set forth in Annex 4 to the Governance Plan; and
3. Maintaining the current allocation of responsibilities among the three standing committees (i.e., Audit and Ethics, Finance and Operational Performance, Strategy, Investment and Impact) until the enhanced governance structure is in place.
3. Amended terms of reference for the Chair and Vice-Chair of the Board, as set forth in Annex 5 to the Governance Plan, to reflect the allocation of their shared and individual responsibilities.
3. With respect to cross-cutting activities, the Board approves the recommendations set forth in the Governance Plan regarding the following:
1. The Model for managing cross-cutting activities, as depicted in Figure 5 of the Governance Plan;
2. Responsibilities for risk management;
3. Assessment of organizational performance; and
4. Reaffirmation of the Partnership Forum with a refocused scope, as outlined in the proposed amendments to the By-laws set forth in Annex 6 to the Governance Plan.
4. Furthermore, the Board approves the recommendations set forth in the Governance Plan for the following areas:
1. Transparency of Board and committee votes, including revisions to the Operating Procedures of the Board and Committees set forth in Annex 7 to the Governance Plan;
2. Institutional memory management;
3. Elevating the implementer voice; and
4. Lifecycle management practices as well as constituency management, which shall be overseen by the Transitional Governance Committee described in paragraph 2.b.i of this decision point.
5. In relation to the topic of legal status, the Board decides, noting the unique legal status of the Global Fund, to utilize the transition measures to, and eventual implementation of, the enhanced governance structure outlined in the Governance Plan to facilitate the Board’s understanding and determination of the set of norms and standards the Global Fund strives to comply with in its governance and operations.
6. The Board authorizes the Secretariat, in coordination with the Transitional Governance Committee, to amend, restate or develop the relevant governance documents to reflect the implications of this decision point. Such amended, restated or developed governance documents shall be presented to the Board for approval. In doing so, the Secretariat will also propose additional modifications to rules, procedures or structures established under this decision point, which may be required for its implementation, for further approval by the Board.
7. This decision point and its related modifications to governance documents shall take immediate effect upon the date the Board approves this decision point.

Finally, the Board notes this decision point marks the conclusion of the work and mandate of the 2014 Ad-Hoc Working Group on Governance, and extends its gratitude and appreciation to the 2014 Ad-Hoc Working Group on Governance, as well as the Office of the Inspector General, for their efforts to produce analysis, observations, options and recommendations to guide the Board in furthering the effectiveness and efficiency of governance matters.

Notes

Supersedes GF/B28/EDP04: Terms of Reference of the Chair and Vice Chair of the Global Fund Board (entirely)

Supersedes paragraphs 1 & 3 of GF/B25/DP07: Governance Reform