Forum for Agricultural Research in Africa
Proposed Revisions to Governance Manual
• Proposed revisions are aimed at ensuri...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
1 It has been
suggested that a
provision on
directors and
mem...
SUBJECT
AREAS
CURRENT PROVISION/S PROPOSED REVISIONS REMARKS
2 Strengthen
guidelines on
conflict of
interest
G.9.1 – Gover...
SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS
3 Include an
exception to the
general rules
regulating the
no...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
4 Clarify whether
Development
Partners should pay
membership ...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
5 Include an exception
to the general rules
regulating the ch...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
6 Include provisions on
discretion and
confidentiality.
G.10....
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
7 Replace the words
“statutory” with
“ordinary”;
“special” wi...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
8 Include provisions
on induction of
new Directors of
the Boa...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
9 Include provisions
on Board self-
assessment process
No cur...
SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
10 Include an exception
to the general rules
regulating the t...
Recommendations: Revisions to GM
The proposed revisions are endorsed for approval.
1. The title of the French version of t...
Recommendations: Revisions to GM
6. Provide details of what issues can be discussed in an ordinary
meeting and an extra-or...
Forum for Agricultural Research in Africa
Thank you
for the attention
To get bi-monthly news on
African agriculture resear...
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Report amendement cons&gov_manual_business_mtn_200713

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Report amendement cons&gov_manual_business_mtn_200713

  1. 1. Forum for Agricultural Research in Africa Proposed Revisions to Governance Manual • Proposed revisions are aimed at ensuring the Board’s rules and procedures remain current, relevant and in line with best practice • Proposed revisions have been collated from: – Joint review recommendations of 2011 – World Bank mid-term review Jan 2012 – Suggestions from the Governance Expert on FARA Board – Board decisions
  2. 2. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 1 It has been suggested that a provision on directors and members’ liability should be included in the manual. No current provision The Board of Directors in the proper exercise of their duties will incur no personal liability in the event of a breach of contract, but they shall be personally liable for breaches of duty or statutory offences. (e.g. acting as a director when disqualified by law – convicted individual, bankrupt; breach of duty of care). A new section needs to be created for this provision.
  3. 3. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 2 Strengthen guidelines on conflict of interest G.9.1 – Governance Manual Members of the Board of Directors are subject to FARA’s codes of conduct which, when amended, will be included in the minutes of the meetings of the Board. These shall relate to participation of members at Board meetings and to assurance of no conflict of interest and activities prejudicial to their independence as Board members. - Directors of the Board shall avoid any situation involving an actual or apparent conflict of interest. - At every Board meeting Directors of the Board shall sign a document indicting any conflicts of interest they may have regarding FARA Board business and the agenda items and to recuse themselves from attendance and participation in deliberations or decision-making connected with that matter. - In case of a dispute between Directors of the Board on whether a situation represents a conflict of interest, the Chairperson resolves the matter in consultation with the other Directors of the Board . 3 new provisions proposed for section G. 9. Move these provisions to the code of conduct
  4. 4. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 3 Include an exception to the general rules regulating the nomination of the Chairperson and Vice –Chairperson. G.7.2 – Governance Manual The Chairperson serves a single 3-year term to the conclusion of FARA triennial General Assembly subsequent to her/his election after which the office rotates to another sub-region. The Vice Chairperson serves a 3-year term and is eligible for re-election for a maximum of one more term of 3 years with the possibility of becoming the Chairperson if nominated by his/her sub-region, after which the office rotates to another sub-region In the event that the next sub-region in the rotation is unable to put forward a suitable candidate within the time frame specified by the Board, the Board shall continue with the sub- regional rotation until a suitable candidate is nominated. This modifies G.7.2 of the Governance Manual
  5. 5. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 4 Clarify whether Development Partners should pay membership fees to attend the business session of FARA General Assembly. Article 8.1.c.i – Constitution … Participation in closed business sessions will be restricted to FARA Board of Directors and paid up members expressly invited by the Chairperson in writing on the basis of their experience and competence in matter/s to be discussed and their commitment to FARA’s ideals and objectives… … Participation in closed business sessions will be restricted to FARA Board of Directors and paid up members expressly invited by the Chairperson in writing on the basis of their experience and competence in matter/s to be discussed and their commitment to FARA’s ideals and objectives. Representatives of the FARA Donor Group on the Board of FARA shall be exempted from paying fees to attend the Business Session of the FARA General Assembly… This was a resolution passed by the board during the 7th FARA Board meeting held in November 2010.
  6. 6. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 5 Include an exception to the general rules regulating the choice of venue for the FARA General Assembly. Article 8.1.c.ii – Constitution The four sub-regions in Africa, represented by the SRO members of FARA will host the meeting of the General Assembly on a rotational basis - In the event that the next sub- region in the rotation is unable to confirm its willingness and ability to host the FARA General Assembly within the time frame specified by the Board, the Board shall continue with the sub-regional rotation until a venue is confirmed. The choice of country in the sub- region to host the FARA General Assembly shall be determined through a competitive process. n/a
  7. 7. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 6 Include provisions on discretion and confidentiality. G.10.4. – Governance Manual The information provided to the Board of Directors is FARA’s intellectual property and the discussions of the Board are confidential N / A The current provisions are deemed adequate and will be retained.
  8. 8. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 7 Replace the words “statutory” with “ordinary”; “special” with “extraordinary” and add “on behalf of the Board chair”. G.11.1 – Governance Manual Notice of statutory and special meetings of the Board will be given to Members by the Executive Director at least 6 weeks before the meeting date. Notice of ordinary and extraordinary meetings of the Board will be given to Directors of the Board by the Executive Director on behalf of the Chairperson at least 6 weeks before the meeting date. This modifies G.11.1 of the Governance Manual
  9. 9. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 8 Include provisions on induction of new Directors of the Board. No current provisions - Induction of new Directors of the Board shall be undertaken by the FARA Secretariat, the Director whose term has ended and the Board. - As part of the induction, the Secretariat shall send formal letters of appointment and an induction information pack to new Board Directors at least 6 weeks after they have been confirmed on to the Board. These new provisions will be inserted in section G. 8 of the Governance Manual.
  10. 10. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 9 Include provisions on Board self- assessment process No current provisions - The Board shall undertake an annual self-assessment exercise during the second ordinary Board meeting. - New Directors shall be exempted from the first Board assessment exercise following their appointment. - A newly appointed FARA Chairperson shall be assessed after one year of service. These new provisions will be inserted in section G of the Governance Manual.
  11. 11. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS 10 Include an exception to the general rules regulating the term of service of the FARA Executive Director. G.H.3 – Governance Manual The appointment of the Executive Director is a fixed term contract for 5 years. Following satisfactory performance, the contract may be renewed for a maximum of one further term not exceeding 5years H.3.1 The appointment of the Executive Director is a fixed term contract for 5 years. Following satisfactory performance, the contract may be renewed for a maximum of one further term not exceeding 5years H.3.2 To assure an effective and smooth transition process between an outgoing and incoming Executive Director, the Board may extend the term of the outgoing Executive Director for a period which shall end at the General Assembly meeting at which the incoming Executive Director will be approved. This will be inserted in section H.3.2 of the Governance Manual to complement existing clauses H.3.2 not endorsed for inclusion in the manual
  12. 12. Recommendations: Revisions to GM The proposed revisions are endorsed for approval. 1. The title of the French version of the Governance Manual should be amended to reflect its true meaning 2. Develop a form which Board of Directors can use for declarations on conflict of interest. 3. Develop a code of conduct as a companion document to the Governance Manual 4. Rules on confidentiality and conflict of interest should be moved into the code of conduct 5. The Constitution must distinguish between an ordinary General Meeting and extra-ordinary General Meeting
  13. 13. Recommendations: Revisions to GM 6. Provide details of what issues can be discussed in an ordinary meeting and an extra-ordinary meeting. 7. Align the provisions of the Governance Manual to the constitution 8. The ED reports to the General Assembly on program activities and the Chairman presents the moral report 9. The Governance Manual should reflect that the Board has the power to dismiss the Executive Director 10. “Honoraria” should be changed to “sitting allowance”
  14. 14. Forum for Agricultural Research in Africa Thank you for the attention To get bi-monthly news on African agriculture research for development visit www.fara-africa.org 25

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