Workstream II: Governance and Institutional Arrangements Revised background note: Factsheets on rules of procedure of the boards and secretariat mandate and functions of selected funds I. Introduction 1. The Conference of the Parties (COP), in its decision 1/CP.16, entrusted the Transitional Committee (TC) with the design of the Green Climate Fund (GCF) to develop and recommend operational documents for approval by the COP at its seventeenth session. The TC, at its initial meeting, held in Mexico City, Mexico, on 28 29 April 2011, agreed to organize its work through four workstreams: (a) Workstream I on Scope, Guiding Principles and Cross-cutting Issues; (b) Workstream II on Governance and Institutional Arrangements; (c) Workstream III on Operational Modalities; and (d) Workstream IV on Monitoring and Evaluation. It also agreed that work under each workstream will be facilitated by two members of the TC, the co-facilitators. The Technical Support Unit is providing support, under the guidance of the co-chairs and Workstream co-facilitators, by preparing background papers and organizing workshops and other consultations as requested. 2. Under the co-chair s proposed Revised Draft Workplan that the TC considered at its first meeting, in April 2011, work under this stream will include, inter alia: (a) Legal and institutional arrangements, including fiduciary management issues, for the establishment and operationalization of the GCF (decision 1/CP.16, appendix IIII, para. 1(a)); (b) Rules of procedure, functions and responsibilities of the Board of the GCF and other governance issues related to the Board (decision 1/CP.16, appendix III, para. 1(b), and decision 1/CP.16, para. 103); (c) The role of the Fund s Secretariat and the procedure for selection of and/or establishing the independent Secretariat (decision 1/CP.16, appendix III, para. 1(f)); (d) Trustee arrangements and issues of fiduciary responsibility for the Fund (decision 1/CP.16, paras. 104 108); (e) The relationship between institutional arrangements of the GCF and other bodies established under the Convention, including the Standing Committee on finance, as well as national entities (decision 1/CP.16, appendix III, para. 1(i)). 3. The first technical workshop of the TC took place from 31 May to 1 June 2011, in Bonn, Germany. At this technical workshop of the TC, the Workstream II co-facilitators proposed subdividing topics into five sub-workstreams: (a) II.1 Legal and institutional arrangements; (b) II.2 The Board; (c) II.3 The Secretariat; 1
(d) II.4 Trustee arrangements; and (e) II.5 Complementarity with the other operating entities of the financial mechanism and other climate, environment and development finance. 4. Thess factsheet has been prepared at the request of TC members. These factsheet provide an overview of the rules of procedure of the Boards of other relevant funds along with their secretariat manadate and functions.. II. Overview of rules of procedure of the Boards of selected funds 5. The table below provides an overview of the rules of procedure of the Boards of: the Global Fund to Fights AIDS, Tuberculosis and Malaria; the Adaptation Fund; the Multilateral Fund (MLF); and the Global Alliance for Vaccines and Immunisation (GAVI Alliance). All four funds have a governing body in place (variously referred to as the Board, Board of Directors, Executive Board and Executive Committee. Global Fund to Fights AIDS, Tuberculosis and Malaria 1 Board of Directors Adaptation Fund Board GAVI Alliance Executive Board Multilateral Fund Executive Committee Mandate/purpose The purpose of the Global Fund to Fight AIDS, Tuberculosis and Malaria is to attract, manage and disburse resources through a public private foundation that will make a contribution to the reduction of infections, illness and death, thereby mitigating the impact caused by HIV/AIDS, tuberculosis and malaria, and contributing to poverty reduction as part of the United Nations Millennium Development Goals The Adaptation Fund shall finance concrete adaptation projects and programmes that are country-driven and are based on the needs, views and priorities of eligible Parties; the Adaptation Fund Board was established to supervise and manage the Fund under the authority and guidance of the Conference of the Parties serving as the meeting of the Parties to the Kyoto Protocol The GAVI Alliance s goal is to improve access to vaccination and strengthen health and immunization systems, contributing to the achievement of the United Nations Millennium Development Goal for child health (a two-thirds reduction in the number of deaths in the under-fives by 2015) The MLF was established by a decision of the Second Meeting of the Parties to the Montreal Protocol (1990). The main objective of the MLF is to assist developing country Parties to the Montreal Protocol whose annual per capita consumption and production of ozone-depleting substances is less than 0.3 kg to comply with the control measures of the Protocol Elements contained in the rules of procedure By-Laws I. STRUCTURE II. PURPOSE I. SCOPE II. DEFINITIONS I. GOVERNING, ADMINISTRATIVE AND I. APPLICABILITY II. DEFINITIONS 1 Note: The Global Fund has By-Laws and Board Operating Procedures in place. 2
Global Fund to Fights AIDS, Tuberculosis and Malaria 1 Board of Directors Adaptation Fund Board GAVI Alliance Executive Board Multilateral Fund Executive Committee III. HEADQUARTERS IV. DURATION V. GOVERNING, ADMINISTRATIVE AND ADVISORY VI. PARTNERSHIP FORUM VII. THE BOARD VIII. SECRETARIAT IX. TECHNICAL REVIEW PANEL X. AUDIT XI. ACCOUNT XII. VACANCIES Board Operating Procedures I. BOARD MEMBER REPRESENTATION II. CALLING BOARD MEETINGS III. CONDUCT OF MEETINGS Agenda; Decision-making; Quorum; Languages; Transparency IV. ROLES AND RESPONSIBILITIES V. ELECTION PROCEDURES FOR CHAIR AND VICE-CHAIR VI. COMMITTEES VII. PROCEDURES FOR APPOINTMENT AND SELECTION AND ASSESSMENT OF THE EXECUTIVE DIRECTOR VIII. MISCELLANEOUS III. THE BOARD IV. OFFICERS V. SECRETARIAT VI. MEETINGS VII. CONFIDENTIALITY AND CONFLICT OF INTEREST VIII. OBSERVERS IX. PROCEDURES FOR PUBLIC COMMUNICATION X. AGENDA XI. TRAVEL XII. TRANSMITTAL OF DOCUMENTS XIII. DECISION-MAKING AND VOTING XIV. TERMINATION OF BOARD MEMBERSHIP XV. COMMITTEES AND WORKING GROUPS XVI. INTERSESSIONAL DECISIONS XVII. LANGUAGES XVIII. AMENDMENTS TO RULES OF PROCEDURE XIX. OVERRIDING AUTHORITY OF THE KYOTO PROTOCOL ADVISORY BODIES II THE BOARD III. EXECUTIVE COMMITTEE IV. BOARD COMMITTEES V. ADVISORY BODIES VI. OFFICERS VII. SECRETARIAT VIII. ADMINISTRATIVE PROVISIONS IX. AMENDMENT X. ENTRY INTO FORCE III. PLACE OF MEETINGS IV. DATES OF MEETINGS V. OBSERVERS VI. AGENDA VII. REPRESENTATION AND CREDENTIALS VIII. OFFICERS IX. VOTING X. LANGUAGES XI. AMENDMENTS XII. OVERRIDING AUTHORITY OF THE MONTREAL PROTOCOL 3
Global Fund to Fights AIDS, Tuberculosis and Malaria 1 Board of Directors Adaptation Fund Board GAVI Alliance Executive Board Multilateral Fund Executive Committee Definitions The Board Meetings No list of definitions provided Composition Appointment of Board members Functions Delegation of Board authority Board operations Quorum Number of meetings per year Notification of meetings List of definitions for the purpose of the rules of procedure: Fund ; Board ; member ; alternate ; meeting ; Chair ; Vice-Chair ; Secretariat ; Trustee ; implementing entities ; executing entities Composition Election of Board members Board member terms Alternate Board members Resignation/replacement Note: The functions of the Board (as outlined in decision 1/CMP.3) are not outlined in the rules of procedure. The functions are outlined in the Board s operational documents Number of meetings per year The seat/location of meetings Observer participation in meetings Open/closed meetings Quorum Meeting reports Maintaining permanent records of meetings List of definitions for the purpose of the rules of procedure: representative Board member ; eligible organization ; eligible constituency ; unaffiliated Board member Functions Composition Board member terms Nomination procedures and qualifications of Board members Resignation, removal and vacancies Alternate Board members Chair and Vice-Chair Quorum Number of meetings Vacancies Notification of meetings Preparation of agenda Participation by means of teleconference or videoconference Quorum Presence of personal advisers at meetings Maintaining permanent records of meetings List of definitions for the purpose of the rules of procedure: Executive Committee ; Committee members ; meeting ; Chairman ; Secretariat ; Fund The terms of reference for the Executive Committee of the MLF are not included in the rules of procedure. The terms of reference are outlined in a separate document. Number of meetings per year Notification of meetings Additional meetings 4
Global Fund to Fights AIDS, Tuberculosis and Malaria 1 Board of Directors Adaptation Fund Board GAVI Alliance Executive Board Multilateral Fund Executive Committee Items dealt with here include Officers Timing of elections and commencement of Chair and Vice-Chair Terms of office for Chair and Vice-Chair Nominations process and eligibility of Chair and Vice- Chair Stipulation of the officers of the Board Election of Chair and Vice- Chair Terms of office Resignation/replacement of Chair or Vice-Chair Functions of the Chair Stipulation of the officers Appointment and operating mandate of officers Accountability of officers Chair and Vice-Chair Composition of the Secretariat Functions of the Secretariat Definition of the Secretariat Functions of the Secretariat Functions of the Secretariat Functions of the Secretariat Secretariat Decision-making and voting NOTE: A separate factsheet on Secretariat mandate, roles and functions (of relevant funds) has been prepared at the request of TC members and the cofacilitators Decision-making by consensus Voting procedures Voting required to pass a motion Decision-making by consensus Decision in the absence of consensus Decision-making by consensus Decision in the absence of consensus Decision-making by consensus Decision in the absence of consensus Committees of the Board The Board may establish such committees, working groups and advisory panels it deems necessary to carry out the business of the Board The Board may establish committees, panels and working groups, if required The following committees have been The Board may establish Standing Board Committees: Governance Committee Programme/Policy Committee For years, the Executive Committee operated through two standing subcommittees: (a) Monitoring, Evaluation and Finance Subcommittee and (b) 5
Global Fund to Fights AIDS, Tuberculosis and Malaria 1 Board of Directors Adaptation Fund Board GAVI Alliance Executive Board Multilateral Fund Executive Committee established: Ethics and Finance Committee and Project and Programme Review Committee Accreditation Panel Audit/Finance Committee Investment Committee Fundraising Committee Subcommittee on Project Review. These two subcommittees have since been abolished and working groups are set up to deal with specific issues as necessary Observers Languages Delegations to Board members may include observers Materials prepared by and for the Board, including minutes of Board meetings, shall be in English. Upon prior request of a Board member, Board meetings will have simultaneous interpretation into any official United Nations language Observers may, upon invitation of the Chair and if there is no objection from the members present, make presentations relating to matters under consideration by the Board or participate without the right to vote in the proceedings of any meeting in matters of direct concern to the body or agency, which they represent. Since December 2010, the AFB engages in a dialogue with civil society organizations on the occasion of each meeting The working language for the Board is English. Simultaneous interpretation shall be provided during its meetings in all of the official United Nations languages that correspond to the actual language requirements of the members and alternates present at that meeting. Late meetings, committees and working groups will be held in English when interpretation is not available. A Civil Society Focal point attends GAVI Alliance Board meetings as an observer Board meetings are conducted in English Except where otherwise decided by the Board, meetings open to observers without the right to vote in proceedings The meetings of the Executive Committee shall be conducted in those official languages of the United Nations required by the members of the Executive Committee. Nevertheless, the Executive Committee may agree to conduct its business in one of the United Nations official languages 6
Global Fund to Fights AIDS, Tuberculosis and Malaria 1 Board of Directors Adaptation Fund Board GAVI Alliance Executive Board Multilateral Fund Executive Committee Documents for the meetings will be provided in English only. The full text of all reports including decisions taken by the Board shall be made publicly available via the Adaptation Fund website in all six official languages of the United Nations 7
Overview of rules of procedure of the Boards of selected funds (continued) Mandate/purpose Elements contained in the rules of procedure Global Environment Facility Council The Global Environment Facility (GEF) operates on the basis of collaboration and partnership among the implementing agencies, as a mechanism for international cooperation for the purpose of providing new and additional grant and concessional funding to meet the agreed incremental costs of measures to achieve agreed global environmental benefits in the following focal areas: (a) biological diversity; (b) climate change; (c) international waters; (d) land degradation, primarily desertification and deforestation;(e) ozone layer depletion; and (f ) persistent organic pollutants 2 I. SCOPE II. DEFINITIONS III. COUNCIL IV. MEETINGS V. AGENDA FOR MEETINGS VI. TRANSMITTAL OF DOCUMENTS VII. ELECTED CHAIRPERSON VIII. CHIEF EXECUTIVE OFFICER/CHAIRPERSON OF THE FACILITY IX. SECRETARY OF THE COUNCIL MEETINGS X. LANGUAGES XI. CONDUCT OF BUSINESS XII. DECISIONS OF THE COUNCIL XIII. RECORD OF THE MEETING XIV. AMENDMENTS TO THE RULES XV. OVERRIDING AUTHORITY OF THE INSTRUMENT Strategic Climate Fund Trust Fund Committee The Strategic Climate Fund (SCF) was established as one of two funds under the Climate Investment Funds, along with the Clean Technology Fund. The SCF aims to provide financing to pilot new development approaches or scale up activities aimed at a specific climate change challenge or sectoral response. Within the framework of the SCF, the following targeted programmes with dedicated funding have been established: (a) Pilot Program for Climate Resilience; (b) Forest Investment Program; and (c) Scaling Up Renewable Energy Program in Low Income Countries (SREP) I. SCOPE II. DEFINITIONS III. PLACE, DATE A ND NOTICE OF MEETINGS IV. ATTENDANCE V. QUORUM VI. AGENDA VII. TRANSMITTAL OF DOCUMENTS VIII. CO-CHAIRS IX. SECRETARY OF THE MEETINGS X. CONDUCT OF BUSINESS XI. DECISION-MAKING XII. DECISIONS WITHOUT MEETING XIII. EXPENSES XIV. RECORD OF THE MEETINGS XV. LANGUAGES XVI. DISCLOSURE XVII. AMENDMENTS TO THE RULES OF PROCEDURE 2 See Instrument for the Establishment of the Restructured Global Environment Facility, available at http://www.thegef.org/gef/sites/thegef.org/files/publication/gef_instrument_march08.pdf 8
Global Environment Facility Council Strategic Climate Fund Trust Fund Committee XVIII. OVERRIDING AUTHORITY OF THE SCF GOVERNANCE FRAMEWORK DOCUMENT NOTE: 3 Definitions The Board/Council/ Committee List of definitions for the purpose of the rules of procedure: instrument ; GEF ; Council ; elected Chairperson ; CEO ; Chair ; Trustee ; implementing agencies ; Secretariat ; participants ; GEF Trust Fund ; Global Environment Trust Fund ; STAP ; attend ; observe ; meeting ; session ; Evaluation Office Composition Members and alternates Appointment/reappointment of member/alternate by a constituency Constituencies Change in constituency grouping List of definitions for the purpose of the rules of procedure: MDBs ; meeting ; member ; observers ; Partnership Forum ; rules ; SCF ; SCF Governance Framework Document ; SCF Subcommittee ; SCF Trust Fund Committee ; Secretary ; Trustee ; World Bank Composition of members of the Trust Fund Committee is spelt out under paragraph 14(a) and (b) of the SCF Governance Framework Document: eight representatives from contributor countries; eight representatives from eligible recipient countries; a senior representative of the World Bank; and one representative of the multilateral development banks (MDBs) Appointment of alternate members Meetings Officers Chair/Vice-Chair Frequency Attendance Executive sessions Quorum At each Council meeting, the Council elects a Chairperson from among its members for the duration of that meeting The position of elected Chairperson alternates from one meeting to another between recipient and non-recipient Council member Frequency Attendance Executive sessions Quorum Two Co-Chairs Six-month term 3 The rules of procedure for the SCF Trust Fund Committee should be read in conjunction with the SCF Governance Framework Document. 9
Global Environment Facility Council Strategic Climate Fund Trust Fund Committee Secretariat Decision-making and voting Observers Languages The GEF Council s rules of procedure do not describe the role and functions of the GEF Secretariat. The roles and functions are outlined in separate terms of reference The GEF Council oversees the work of the Secretariat and assigns specific tasks and responsibilities to the Secretariat An official of the GEF Secretariat designated by the Chief Executive Officer (CEO) serves as Secretary of the Council meetings. NOTE: A separate factsheet on Secretariat mandate, roles and functions (of relevant funds) has been prepared at the request of TC members and the co-facilitators Decision-making by consensus In the absence of consensus, voting takes place Voting method: by roll-call taken in alphabetical order The CEO may, in consultation with the Council, invite representatives of other organizations and entities, including non-governmental organizations, to attend or observe the Council meetings Interventions shall be made at the Council meetings in either English, French or Spanish and shall be interpreted into the other two languages The SCF governance and institutional arrangements include: - SCF Trust Fund Committee, SCF Subcommittee(s), a Partnership Forum, an MDB Committee, an Administrative Unit and a Trustee - The Administrative Unit provides support to the work of the SCF The Head of the Administrative Unit or an official of the Administrative Unit designated by the Head of the Administrative Unit shall serve as the Secretary of any meeting NOTE: A separate factsheet on Secretariat mandate, roles and functions (of relevant funds) has been prepared at the request of TC members and the cofacilitators Decision-making by consensus of decision-making members Paragraph 34 [of the SCF Governance Framework Document?]: If consensus is not possible, the proposed decision shall be postponed or withdrawn The Head of the Administrative Unit, in consultation with the SCF Trust Fund Committee, may also invite representatives of civil society, selected through a consultation among themselves, or of any international or governmental agencies, or other organizations with a mandate to address climate change, to observe any meeting, except for the portions of the meeting that are declared to be executive sessions Meetings conducted in English. Documentation submitted to the SCF Trust Fund Committee for consideration shall be in English. The Co-Chairs summary of the meetings shall be published in English, French and Spanish 10
III. Secretariat mandate and functions 6. The table below provides an overview of the secretariat s mandate and functions of: the Global Fund to Fights AIDS, Tuberculosis and Malaria; the Adaptation Fund; the Multilateral Fund (MLF); and the Global Alliance for Vaccines and Immunisation (GAVI Alliance). Global Fund Multilateral Fund Adaptation Fund GAVI Alliance Secretariat Mandate Process for establishment of the Secretariat The Secretariat was established in 2002. The Secretariat is tasked with executing Board policies; resource mobilization; providing strategic, policy, financial, legal and administrative support; and overseeing monitoring and evaluation. At the inception of the Global Fund, the WHO provided Secretariat staff and other services under an Administrative Services Agreement January 1, 2009, the Global Fund became an administratively autonomous organization, and terminated its administrative services agreement with the WHO The Global Fund now has a permanent Secretariat headquartered in Geneva The Secretariat was established in 1991. The Secretariat operates under the Chief Officer and assists the Executive Committee in the discharge of its functions. UNEP provides secretariat services to the MLF In accordance with Decision 1/CMP.3 of the Conference of the Parties serving as the meeting of the Parties to the Kyoto Protocol, the GEF Secretariat was invited to provide secretariat services to the Board on an interim basis. Paragraph 19 of Decision 1/CMP.3, invites the Global Environment Facility to provide secretariat services to the Adaptation Fund Board on an interim basis. Additionally, a dedicated team of officials provides these services to the Adaptation Fund Board in a functionally independent and effective manner. (para 18, 1/CMP.3) The GAVI Secretariat is responsible and accountable for the day-to-day operations of the GAVI Alliance, including: mobilising resources to fund programmes; coordinating programme approvals and disbursements; developing policy and implementing strategic initiatives; monitoring and evaluation; legal and financial management; and administration for the GAVI governance system. When GAVI was established in 1999, UNICEF agreed to the request from founders that it hosts and provides operational and administrative support for a small secretariat. UNICEF provided space as well as the administrative support of its Geneva Regional Office. Staff served under UNICEF contracts 11
Global Fund Multilateral Fund Adaptation Fund GAVI Alliance Secretariat Specific Functions Organize the receipt and review of grant applications and negotiate and execute grant agreements Commission the Technical Review Panel 4 and ensure the independence of the review process Coordinate the process for recommending members of the Technical Review Panel and other advisory group candidates to the Foundation Board Coordinate the preparation of issues papers and operational strategies for Board meetings and assist committees of the Board, their advisory and technical panels, and other support structures Commission and supervise contracted work Coordinate with relevant agencies Oversee the monitoring and evaluation process Support the Foundation Board in advocacy and fund raising Organize and prepare for meetings of the Partnership Forum Development of the three-year plan and budget and a system for fund disbursement Management of the business planning cycle of the Multilateral Fund Monitoring the expenditures and activities of the implementing agencies Preparation of policy papers and other documents Review and assessment of investment projects, country programmes and the business plans and work programmes of the implementing agencies Liaison between the Committee, governments and implementing agencies Servicing meetings of the Executive Committee Make the necessary arrangements for Board meetings including the issue of invitations and preparation documents and reports Manage the daily operations of the Fund and report to the Board Assist the Board in developing strategies, policies and guidelines for the Fund Ensure timely implementation of the decisions of the Board With respect to the day to day functioning of the Fund, act as liaison between the Board and Parties and implementing and executing entities Develop the work programme and annual administrative budget of the Fund and submit them for approval by the Board Ensure the implementation of the operational policies and guidelines of the Fund developed by the Board Operationalize the project cycle Screening and technical review of project and programme proposals and recommendation to the Adaptation Fund Board s Project & Programme Review In 2007, the hosting arrangement was reviewed, and a permanent independent secretariat established in Geneva Coordinate with GAVI stakeholders and individuals Execute the decisions of the Board and communicate Board decisions to stakeholders Prepare the strategic plan and related work plans and budgets Supervise the expenses in relation to the budget and keep the accounts of the GAVI Alliance and submit them to the Auditors for the annual audit Provide an annual report on the GAVI Alliance work plan, including financial accounts, and revenue and expenditure projections Provide the Board with all necessary and appropriate information to carry out its responsibilities, including 4 The Technical Review Panel is an independent team of experts that reviews applications submitted to the Global Fund, and makes recommendations to Board 12
Global Fund Multilateral Fund Adaptation Fund GAVI Alliance Secretariat Composition Organize translation and interpretation services The Secretariat is headed by the Global Fund s Executive Director Secretariat staff are selected by the Arrange for the custody and preservation of the documents in the archives of the international organ designated as Secretariat of the Convention Generally perform other functions that the Executive Committee may require The Fund Secretariat is headed by the Chief Officer who Committee (PPRC) thereon Review of documentation submitted with NIE / MIE accreditation application to ensure that the application package is complete before forwarding it to the Accreditation Panel Coordinate the formulation and monitor the implementation of projects, ensuring liaison with other bodies as required Liaise, as appropriate, with the secretariats of other relevant international bodies Provide the trustee with all relevant information to enable it to carry out its responsibilities, consistent with decision /CMP.3 and the decisions of the Board Provide services to facilitate communication with Parties Make arrangements for the meetings of the Board Keep meeting records and arrange for the custody and preservation of documents Designate a member of the dedicated team of officials to serve as Secretary of the Adaptation Fund Board The Head of the AFB Secretariat - is the head of the entity [GEF] responsible for rendering by preparing issue papers and operational strategies for Board and Committee meetings Support the work of Advisory bodies and and other support structures Commission and supervise contracted work Support the Board in advocacy and fund raising Accomplish all other tasks and functions as lawfully assigned to it by the Board The Secretariat is headed by the CEO The Secretariat comprising 13
Global Fund Multilateral Fund Adaptation Fund GAVI Alliance Executive Director, under policies and procedures approved by the Foundation Board The Global Fund Secretariat is staffed by 568 employees reports directly to the Executive Committee The Secretariat consists of about 28 staff secretariat services to the Adaptation Fund Board The dedicated team of official comprises 6 full-time staff members (additional crosssupport is provided by relevant GEF staff, as needed) approx. 125 staff 14