Board Decisions


Approved by the Board on: 22 April 2005

Committee Restructuring

The Board decides to reorganize the Board Committees by canceling the GPC,

MEFA, PFSC, PMPC, RMCC and constituting the following three committees:

  1. The Policy and Strategy Committee (PSC)
  2. The Portfolio Committee (PC)
  3. The Finance and Audit Committee (FAC)

Decision Point 2:

The Board adopts Option 1 with regard to Committee structure and Membership.

Decision Point 3:

The Board adopts the Committee Rules and Procedures in GF/B10/11, Annex 3, as amended by the Board at its 10th meeting.

The Board adopts the Terms of Reference in GF/B10/11, Annex 2, as amended by the Board at its 10th meeting.

Decision Point 4:

The Board decides to amend Section 23 and Section 25 of the Board Operating Procedures as follows:

23. Size and Membership of Committees

Committees will have a maximum of seventeen members. The Board Chair and Vice Chair, in consultation with the committee chair, and the Executive Director, will propose the constituencies to be included on each committee, based on applications made by constituencies for committee seats, for full Board approval. There will be no more than one member per constituency on any single committee. Each constituency may participate in a maximum of threetwo committees. Membership on the Ethics Committee shall not count toward this three two-committee limit, nor shall membership on other ad-hoc committees where the Board specifically provides that membership shall not apply toward this limit. Where demand for committee seats exceeds the maximum, priority will be given to ensuring balance.

Constituencies will designate an individual to represent them on a given committee. While it is preferable that constituencies choose Board Members or Alternate Members to serve on committees, they are free to choose any individual to represent them. While substitutes should be discouraged, committee members will be able to send substitutes as an exception without the approval of the committee chair. Only committee members (or their substitute) will attend committee meetings, unless other individuals are invited to do so by the committee chair. Because committee chairs must chair the committee meeting without prejudice, they may bring an additional representative of the constituency to participate as a member of the committee. Where considered necessary by the committee chair, the vice chair of a particular committee may be permitted to bring an additional representative of the constituency to participate as a member of the committee.

25. Ethics Committee

The Ethics Committee shall be a permanent committee of the Board. The Ethics Committee shall consist of four members. The Board Vice Chair shall be a member of, and shall Chair, the Ethics Committee.

The Ethics Committee shall operate under these Board Operating Procedures, the committee guidelines of the Board, and the Ethics Committee procedures and rules, as may be adopted and amended from time to time by the Board. In circumstances where these Ethics Committee procedures and rules conflict with these Board Operating Procedures or the committee guidelines of the Board, the Ethics Committee procedures shall govern.