Approved by the Board on: 03 March 2011
The Board approves to change:
1) Article 8. Secretariat, paragraph 8.1 of the By-Laws to read as follows:
The Secretariat is responsible for managing the day-to-day operations of the Foundation.
The Secretariat is headed by an Executive Director, who is selected by the Foundation Board based on merit, in a non-political, open and competitive manner. The Executive Director acts as the chief executive officer of the Foundation and serves for a term of four years, renewable for not more than one additional term of three years.
The Executive Director is responsible to the Foundation Board for the day-to-day management of the Foundation, and for specific duties and responsibilities assigned to him or her by the Foundation Board.
Secretariat staff are selected by the Executive Director, under policies and procedures approved by the Foundation Board.
2) Section D. ROLES AND RESPONSIBILITIES, paragraph 17 of the Board Operating Procedures to read as follows:
17. Executive Director
17.1 The Executive Director shall attend all Board Meetings, and shall be responsible for the preparation and distribution of all materials required for the meeting, and for such other duties and responsibilities as may be assigned by the Board or the Chair. The Executive Director shall be appointed by the Board for a term of four years, renewable for not more than one additional term of three years.
3) Section G. PROCEDURES FOR APPOINTMENT AND ASSESSMENT OF THE EXECUTIVE DIRECTOR, paragraph 26 of the Board Operating Procedures to read as follows:
26. Appointment of the Executive Director
26.1 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.
26.2 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 shallmay 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.
26.3 26.2 IfWhen 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.
26.4 26.3 The Chair of the Board may also recommend for Board approval updated terms of reference of the Executive Director and the criteria for his or her selection. Following approval of the membership of the Nomination Committee, the recruitment process is launched.
26.5 26.4 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.
26.6 26.5 The mandate of the Nomination Committee shall expire upon the appointment of the Executive Director.