Board Decisions

GF/B34/DP07

Approved by the Board on: 17 November 2015

Enhanced Governance Structure

1. Based on the recommendations of the Transitional Governance Committee (the "TGC"), presented in GF/B34/18 - Revision 1, the Board:

   a. Approves, in principle, the establishment of the following three standing committees (the "Standing Committees") and each Standing Committee's respective purpose, functions, and composition:
   i. Audit and Finance Committee to exercise the powers and perform the functions set forth in the draft charter presented in Annex 1 to GF/B34/18 - Revision 1;
   ii. Ethics and Governance Committee to exercise the powers and perform the functions set forth in the draft charter presented in Annex 2 to GF/B34/18 - Revision 1;
   iii. Strategy Committee to exercise the powers and perform the functions set forth in the draft charter presented in Annex 3 to GF/B34/18 - Revision 1;
   
   b. Endorses, in principle, the draft:
   i. Amended and restated Terms of Reference of the Coordinating Group, as set forth in Annex 4 to GF/B34/18 - Revision 1;
   ii. Amended and restated Bylaws, as set forth in Annex 5 to GF/B34/18 - Revision 1; and
   iii. Amended and restated Operating Procedures of the Board and Committees, as set forth in Annex 6, revision 1, to GF/B34/18 - Revision 1; and
   
   c. Notes that the Standing Committees shall replace the Audit and Ethics Committee, Finance and Operational Performance Committee, and Strategy, Investment and Impact Committee upon the conclusion of the first Board meeting in 2016.
   
   

2. Accordingly, the Board requests the TGC (i) consider all potential refinements, suggested by the Board, to the charters and other core governance documents referenced in paragraph 1 above and (ii) propose final versions to the Board for approval as soon as possible to enable the Chair and Vice-Chair of the Board to launch the process for the Board to appoint the Chairs and Vice-Chairs, as well as membership, of the Standing Committees, by no later than the first Board meeting in 2016.