New Board committee structure approved in principle
Under changes approved in principle by the Board at its meeting on 16-17 November, the mandates of two of three standing committees of the Board will change effective after the first Board meeting in 2016. No changes to the size of the committees are envisioned.
The changes were recommended by the Transitional Governance Committee. If the changes are confirmed, the names of all three committees will be altered. The new names will be:
- Strategy Committee
- Audit and Finance Committee
- Ethics and Governance Committee
The Board may confirm the changes by electronic vote within several weeks.
The mandate of the Strategy Committee would remain essentially unchanged. It would still provide oversight of the strategic direction of the Fund and ensure the optimal impact and performance of its investments in health. The committee would continue to have primary oversight over grant portfolio operations.
The responsibility for overseeing internal audit, including the OIG, would shift from the old Audit and Ethics Committee to the new Audit and Finance Committee. This would bring the internal and external audit oversight functions together under one committee. The Audit and Finance Committee would also exercise the mandate of the current Finance and Operational Performance Committee, which is to oversee financial management of the Fund’s resources, and ensure optimal performance in the operations and corporate management of the Secretariat.
The new Ethics and Governance Committee would retain the ethics-related responsibilities of the current Audit and Ethics Committee, and also take on the responsibility to oversee governance matters.
If the changes are confirmed, the Strategy Committee will be composed of 10 constituency-nominated voting members (five donor, five implementer), a non-voting chair and vice-chair, and four non-voting members: the chair of the Technical Review Panel; the chair of the Technical Evaluation and Review Panel; and two representatives of non-voting Board constituencies. The composition is the same as for the current Strategy, Investment and Impact Committee.
The Audit and Finance Committee will be composed of 10 constituency-nominated voting members (five donor, five implementer), a non-voting chair and vice-chair, and four non-voting members: the representative of the World Bank; a representative of another non-voting Board constituency; an independent person with audit expertise; and an independent person with investigations expertise. The composition is the same as for the current Finance and Operational Performance Committee, except for the addition of the independent persons with audit and investigations expertise.
The Ethics and Governance Committee will be composed of six constituency-nominated voting members (three donor, three implementer), a non-voting chair and vice-chair, and one non-voting member with ethics expertise. This is a significant change from the composition of the current Audit and Ethics Committee which has five independent members and only three constituency-nominated members.
To reflect these changes, the TGC recommended modifications to the charters of each committee, the Fund’s Bylaws, the terms of reference of the Board’s Coordinating Group and the Operating Procedures of the Board and Committees. The Board was scheduled to vote on the modifications at its meeting of 16-17 November. However, Board members asked for more time to discuss the modifications.
If the changes to the committee structure are confirmed, each of the committees will continue to have neutral, non-voting chairs and vice-chairs that will alternate between individuals nominated by donor and implementer constituencies each term. The terms of committee members will still be for two years and all committee members will be replaced at the same time. (The TGC recommended against staggering the terms.)
Board Document GF-B34-18, on the enhanced governance structure, should be available shortly at www.theglobalfund.org/en/board/meetings/34.