Committee on Governance and Executive Directors ...documents.worldbank.org/curated/en/... · COGAM will consider additional proposals in the next term of the Board. 9. The Committee

Committee on Governance and Executive Directors' Administrative Matters

(COGAM)

Combined 2009 and 2010 Annual Report to the Board of Executive Directors

November 2010

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

Pub

lic D

iscl

osur

e A

utho

rized

wb370910

Typewritten Text

58198

2009 and 2010 COGAM Annual Report i

2009 AND 2010 ANNUAL REPORT TO THE BOARD OF EXECUTIVE DIRECTORS

TABLE OF CONTENTS

PART I – 2010 ANNUAL REPORT

EXECUTIVE SUMMARY ........................................................................................................................ 1

I. INTRODUCTION ......................................................................................................................... 2

II. STRENGTHENING GOVERNANCE AND ACCOUNTABILITY ......................................... 2

A. Shareholder Stewardship and Oversight ................................................................. 2

B. Maintaining Trust and Legitimacy.......................................................................... 3

C. Operational Reforms and Governance of Core Business ....................................... 3

D. Institutional Reforms and Overall Board-Management Relations .......................... 4

E. Other Governance Issues ........................................................................................ 5

III. ADMINISTRATIVE MATTERS ................................................................................................. 5

PART II – 2009 ANNUAL REPORT

EXECUTIVE SUMMARY ........................................................................................................................ 6

I. INTRODUCTION ......................................................................................................................... 7

II. GOVERNANCE ISSUES .............................................................................................................. 7

A. World Band Group Voice Reform .......................................................................... 7

B. Strengthening Board Effectiveness, Oversight and Strategic Involvement ............ 8

C. Governance of Core Business ................................................................................. 8

III. ADMINISTRATIVE MATTERS ............................................................................................... 10

ANNEX 1: Terms of Reference ......................................................................................................... 11

ANNEX 2: List of Meetings held - October 2008-October 2010 .................................................... 12

2009 and 2010 COGAM Annual Report ii

Abbreviations and Acronyms

CAS Country Assistance Strategy

CODE Committee on Development Effectiveness

COGAM Committee on Governance and Administrative Matters

DC Development Committee

DTC Developing countries and countries with economies in transition

EFRO External Financial Review Officer

IBRD International Bank for Reconstruction and Development

IDA International Development Association

IFC International Finance Corporation

MIGA Multilateral Investment Guarantee Agency

OPCS Operations Policy and Country Services

PwC PricewaterhouseCoopers

SEC Corporate Secretariat

SECCA Corporate Secretary Corporate Affairs and Administration Unit

SECES Corporate Secretary Executive, Membership and Subscription Services

SECPO Corporate Secretary Policy Operations Unit

SSA Sub-Saharan Africa

VSP Voice Secondment Program

WBG World Bank Group

2009 and 2010 COGAM Annual Report 1

COMMITTEE ON GOVERNANCE AND EXECUTIVE DIRECTORS' ADMINISTRATIVE MATTERS (COGAM)

PART I - 2010 ANNUAL REPORT TO THE BOARD OF EXECUTIVE DIRECTORS (November 2009 – October 2010)

EXECUTIVE SUMMARY

i. During the period covered by this Annual Report, November 2009 to October 2010, the Committee on Governance and Executive Directors' Administrative Matters (COGAM) considered an array of proposed reforms to the World Bank Group's (WBG) governance and accountability framework as a response to requests for such actions from the Development Committee (DC) and as a follow up to previous work undertaken by the Board. In this respect, the Committee's work focused on establishing a comprehensive framework for governance reforms by reviewing ‘accountability and oversight’ relations between all stakeholders; reviewing governance relations in regard to shareholder stewardship, maintaining institutional trust and legitimacy, operational reforms, and institutional reforms; and considering other issues related to the governance and effectiveness of the institution and the Board. The Committee discussed reforms to the Annual Meetings and Development Committee, which led to a first phase of modifications to the format of the Annual Meetings, implemented at the October 2010 meetings. The Committee established two ad hoc working groups to help the Committee and the Board advance work on specific governance reforms. The Committee discussed the second phase of the Voice reform package, which aimed to enhance the voice of developing countries and countries with economies in transition (DTC) and contribute to overall WBG governance reforms, culminating with an institutional Voice reform package for Ministers’ guidance. The Committee also considered the Board's Financial and Outside Interest Disclosure Program, the Executive Directors' Budget, and other governance and administrative matters. ii. In the coming year, the Committee is expected to continue its efforts to forge a stronger accountability culture and enhance the overall governance framework of the World Bank Group, in order to respond to the October 2010 Development Committee Communiqué's request for proposals. The Committee also will address administrative policies applicable to Board Officials.


I. INTRODUCTION 1. This Annual Report provides an overview of the discussions of the Committee on Governance and Executive Directors' Administrative Matters (COGAM) from November 2009 to October 2010.

2. Terms of Reference. The Terms of Reference (TORs) for COGAM can be found in Annex 1.

3. Membership: The Committee, constituted in November 2008, was composed of Messrs. Aass (who was succeeded by Ms. Brandt), Kumar (who was succeeded by Mr. Chatterji), Contreras, Hasan, McIntosh, Debevoise (who was succeeded by Mr. Solomon), Treffers, and Watson. In August 2009, Mr. Watson became Chairman, succeeding Mr. Aass. In March 2009, Mr. Hasan became Vice Chairman, succeeding Mr. Kumar.

4. Work Program: COGAM met 19 times, including 5 Informal Consultations and 1 informal lunch. The Committee also held its Annual Retreat in May 2010, the first joint retreat with the IMF Board to deliberate on cross-cutting issues. The Committee reviewed 37 reports and 13 presentations. Overall, 23 reports to the Board (“green sheets”) were issued summarizing these discussions. A list of the meetings held by COGAM is attached as Annex 2. All regular meetings and informal consultations were open to non-member Executive Directors and their staff.

5. Acknowledgements: The Committee expresses its appreciation to LEG, OPCS, SECCA, SECES, the "Voice team" in SECVP, and the WBG Management and staff for their collaboration and assistance in carrying out its work program. It would also like to thank the staff of the Corporate Secretariat, particularly the Policy and Operations Unit (SECPO), for their support.

II. STRENGTHENING GOVERNANCE AND ACCOUNTABILITY

6. Given its mandate to consider issues related to the governance of the institutions of the WBG and Board effectiveness, the Committee undertook a work program that focused on addressing the requests in the October 2009 and April 2010 Development Committee (DC) Communiqués for reports on progress and proposals on reforms to the institution's internal governance and accountability structures. The Committee's work led to two comprehensive reports on Strengthening Governance and Accountability for the Spring 2010 and Fall 2010 Development Committee meetings, respectively. The reports served as responses to the DC's aforementioned requests and established a comprehensive framework for implementing governance improvements and a foundation for continued work on reforms.

A. Shareholder Stewardship and Oversight

7. The Committee considered proposals to improve the oversight and accountability framework between shareholders and the institution. In this respect, COGAM discussed Revamping the Annual Meetings and Development Committee on four occasions, including at its annual retreat which was open to Bank and IMF Board members. The Committee recommended a first phase of modifications to the format of the Annual Meetings, which were implemented at the October 2010 meetings. These changes included a condensed Plenary to launch the Annual Meetings and key messages on the accomplishments of the two institutions. Governors' statements were video-taped and posted on the websites of the Annual Meetings’ for both institutions, immediately expanding the audience. The purposes of the Annual Meetings were clarified to reflect the current expectations from the Governors’ gathering.


8. This first phase of reforms established a foundation for further work to modify and improve the current arrangements and to enhance the engagement of the Governors in providing strategic guidance and shareholder oversight. COGAM will consider additional proposals in the next term of the Board.

9. The Committee established a working group composed of Board and Management representatives to begin work on developing a framework for the dual performance feedback of the Board and President. COGAM discussed a report from the Board members of the Working Group and endorsed it as a significant input to continued work on the framework, which would be taken up by a renewed, integrated Board-Management working group in the next term of the Board. The Committee also recommended a pilot self-assessment exercise by the Board. The Committee subsequently met to discuss the comprehensive results from the pilot. It was agreed that lessons learned from the exercise would feed into further work on the development of a comprehensive framework.

10. The Committee also established a working group to develop recommendations for strengthening the selection process of the President in line with the April 2010 DC Communiqué, which reiterated “the importance of an open, merit-based and transparent process for the selection of the President of the World Bank Group.” The Committee received an oral update from the working group; work will continue in the next term of the Board.

B. Maintaining Trust and Legitimacy

11. The Committee convened on four occasions in meetings and consultations open to all Executive Directors to participate on an equal basis to address Phase 2 proposals for the Voice and Participation reform package. COGAM's deliberations focused on the elements of Phase 2 reforms, including IBRD shareholding principles; an approach for the 2010 IBRD shareholding realignment; the development of a transparent, dynamic and rules-based formula for future shareholding reviews; IFC Voice Reforms; and IDA Voice Reforms. The Committee served as an open forum for negotiations which, in conjunction with other fora, culminated in a WBG Voice reform package for Ministers’ guidance.

12. COGAM also met to consider a concept note on COGAM Consultations on Access to Information Policy. The Committee's discussion focused on the modalities for COGAM to address issues related to interpretation and implementation of the Access to Information Policy with regard to its application to Board records and Board papers. The Committee agreed that the full COGAM would proceed to consider initial cases. The issue of how COGAM should organize itself to address requests and emerging issues in the future would be considered by the Committee in the next term of the Board.

C. Operational Reforms and Governance of Core Business

13. The Committee addressed several items related to operational reforms, which aimed at reaffirming the roles of the Board and Management and supporting greater effectiveness and efficiency in their respective roles.

14. The Committee considered a Country Assistance Strategy (CAS) Pilot option for early conditional Board approval of operations. COGAM supported the proposal for certain lending operations for a participating country program to be given conditional approval by the Executive Directors at the time of the CAS discussion. The Committee agreed that early conditional Board approval of operations could reduce the number of operations considered by Executive Directors and save time for discussions of more strategic value. Early conditional approval could also maximize savings in administrative and document preparation, without infringing upon the Board’s mandate to approve individual operations. The Committee requested that Management come back to COGAM after one year to discuss implementation


progress. The Committee agreed that at that time, a further simplification could be considered. The Committee also recommended a formal review at the end of the pilot period.

15. The Committee held two meetings on Modification of IFC Streamlined Procedure. Following clarifications and refinements requested by COGAM, the Committee endorsed the proposal to modify IFC Streamlined Procedure based on a risk-based approach. The foundation of the proposal on an enhanced risk management framework—which would enable IFC to balance adaptability and responsiveness to stakeholder demands, with oversight and decision-making authority commensurate with project risk profile—was well received. COGAM acknowledged the signaling effect the proposal will have to IFC clients and staff with respect to efficiency and client responsiveness. The Committee also noted that the Board would be able to engage earlier in the project cycle and focus on strategic, policy and programmatic issues. Members welcomed the opportunity for an enhanced strategic engagement between the Board and IFC.

16. COGAM reviewed Operational Policy Waivers, including the approval process for different types of waivers. The Committee considered formalizing the existing approval procedure for waivers and reflecting that practice in reporting and monitoring guidelines. Consideration of these issues is continuing.

17. As a first step toward further consolidation of reporting to the Board, the Committee discussed a concept note on Strengthening Board Review of World Bank Group Financial and Operational Outcomes (Quarterly ‘Flash’ Report). The proposal intended to alert the Board at an early stage and on a quarterly basis of key trends and developments of the underlying, comprehensive quarterly financial and operational issues. The Committee supported the concept, with the view that it would add to the strategic quality of Board-Management interaction.

18. In the spirit of enhancing the efficiency and effectiveness of the Board’s decision-making process, COGAM considered a Proposed New Format and Structure for Board Policy Papers. The Committee agreed that the revised structure and format would support Board decision-making by providing the necessary information to provide guidance on policy, processes, periodic reviews, and sector strategies. A number of Board papers were submitted using this new format during the period of this report.

19. The Committee discussed a Review of the Executive Directors' Budget on two occasions. COGAM requested the review in the spirit of generating further efficiencies and effectiveness and in consideration of long-term strategic orientations. The objective of the review was to assess the adequacy of the overall Executive Directors’ budget and identify possible enhancements, cost savings, and trade-offs. The Committee endorsed several options to achieve budget savings and efficiencies in the short term, and requested further work on longer term options for subsequent consideration.

D. Institutional Reforms and Overall Board-Management Relations

20. The Committee considered a number of institutional reforms in addition to the operational and core business initiatives.

21. The Committee discussed a concept note and received an oral presentation on Review of Delegation of Authority in an Informal Consultation. The review is focusing on strengthening accountability and responsibility through review of current delineations of authority within the management structure of the Bank and an assessment of the strengths and weaknesses in the existing delegation scheme.


22. On three occasions, COGAM met to consider a Review of Oversight and Accountability Units. The Committee agreed that an external review should be undertaken to assess how effectively the oversight and accountability units contribute to the overall governance framework, uphold the integrity and standing of the institution, and serve the Board in fulfilling its oversight and fiduciary functions.

23. The Committee also considered a note on Strengthening Board Agenda Setting. COGAM supported the efforts to enhance work program processes and tools in line with internal governance objectives, support a more strategic role for the Board, and improve the Board's efficiency and effectiveness. The Committee requested that the new Steering Committee process be better aligned with key quarterly reporting and corporate milestones and supported by enhanced documentation. Speakers welcomed the opportunities for enhanced informal consultations with Management.

E. Other Governance Issues

24. COGAM reviewed a proposal for the 2010 Financial and Outside Interests Disclosure Program for Board Officials. The Committee welcomed improvements to the program, the clarity provided in the roles of relevant staff and consultants, and efforts to reduce costs. It was agreed that henceforth the program would be reviewed by COGAM every two years; filing under the program would remain annual.

25. The Committee discussed the Voice Secondment Program at two meetings and an informal consultation. There was broad consensus that the VSP has achieved its primary objectives and should be continued. Several speakers underscored the significant benefit to their constituencies derived from the program’s opportunities, and noted that the program should be considered an institutional priority. Given budget constraints, the Committee subsequently endorsed the request to seek additional funding for the VSP through existing Bank-managed multi-donor trust funds during FY11-FY13.

III. ADMINISTRATIVE MATTERS

26. The Committee reviewed and endorsed the FY11 Executive Directors' Budget. As noted above, COGAM asked that a comprehensive review of the Executive Directors' budget be initiated to include options for potential enhancements, cost savings, and efficiencies.

27. The Committee also discussed and supported a proposal to provide Enhanced Flexibility in the Executive Directors’ Miscellaneous Budget category.

28. The Committee endorsed on an absence-of-objection basis (i) the Discontinuation of the Annual Determination of a Ceiling for Official Representation of Executive Directors during Annual Meetings; (ii) Remuneration of Senior Advisors to Executive Directors; and (iii) two initial trips to South Asia and Middle East and North Africa, respectively, under the 2010-2012 Group Travel Program.


COMMITTEE ON GOVERNANCE AND EXECUTIVE DIRECTORS' ADMINISTRATIVE MATTERS (COGAM)

PART II - 2009 ANNUAL REPORT TO THE BOARD OF EXECUTIVE DIRECTORS (October 2008 – October 2009)

EXECUTIVE SUMMARY

i. During the period covered in this Annual Report, October 2008 to October 2009, the Committee on Governance and Executive Directors’ Administrative Matters (COGAM) considered a wide range of issues related to WBG governance reforms as a follow-up to previous undertakings by the Board and Bank management, and as a response to requests from the Development Committee (DC). COGAM held numerous discussions and consultations related to the second phase of the Voice reforms ultimately narrowing down the options and criteria for reform and establishing a foundation for Spring 2010 reform package. COGAM discussed other internal governance matters dealing with strengthening Board effectiveness, oversight and strategic involvement as well as the roadmap for the implementation of internal governance reforms. The Committee also considered revisions to the Bank’s disclosure policy, the Board’s Financial and Outside Interest Disclosure Program, IFC Board Procedures, the Executive Directors' Budget, and other governance and administrative matters. ii. In the coming year, the Committee is expected to continue its work towards enhancing the overall WBG governance with a special emphasis on the road ahead towards the package of governance reforms for Spring 2010 meetings.


I. INTRODUCTION 1. This report provides an overview of the main issues and recommendations which emerged from the deliberations of the Committee on Governance and Executive Directors’ Administrative Matters (COGAM) from October 2008 through October 2009. 2. COGAM’s mandate is to assist the Board in issues related to the governance of the institutions of the World Bank Group, the Boards’ effectiveness, and the administrative policy applicable to Executive Directors’ offices. The Committee regularly reviews issues related to the institutions’ governance, the effectiveness of the Boards and the administrative policy applicable to Executive Directors and their Alternates and Senior Advisors. 3. Membership. From October 2008 to September 2009, the Committee was composed of Messrs. Aass (succeeded by Ms. Brandt), Kumar (succeeded by Mr. Chatterji), Contreras, Debevoise, Hasan, McIntosh, Treffers, and Watson. Mr. Aass served as Chairman (succeeded by Mr. Watson) and Mr. Kumar served as Vice Chairman (succeeded by Mr. Hasan). 4. Work Program. The Committee met 23 times, including a joint meeting with the Committee on Development Effectiveness (CODE), two informal lunches and its Annual Retreat. A total of 24 reports were reviewed. A total of 23 reports to the Board (“green sheets”) were issued summarizing these discussions. A list of all meetings held by COGAM is attached as Annex II. All regular meetings were open to non-member Executive Directors and their staff. 1 The meetings were attended regularly by the relevant representatives from senior management and staff of IBRD/IDA, IFC and MIGA, respectively. 5. Review of Terms of Reference. The Resolutions on Standing Committees, which included a package of revised Terms of Reference for the Standing Committees, were approved by the Board of Executive Directors for the Bank, IDA and IFC on July 15, 2009 (R2009-0164; IDA/R2009-0208; IFC/R2009-0200), and by the Board of Directors of MIGA on August 3, 2009 (MIGA/R2009-0048). COGAM’s revised Terms of Reference are appended as Annex I.

II. GOVERNANCE ISSUES

A. World Bank Group Voice Reform

6. Following Development Committee (DC) endorsement of an initial package of reforms (Phase 1) at the Fall DC 2008 meeting, the Committee discussed Enhancing Voice and Participation of Developing and Transition Countries in the World Bank Group (“Voice”) seven times.2 7. COGAM's deliberations focused on the Phase 2 Shareholding review and on establishing clear objectives, principles and criteria by Fall 2009 with detailed proposals by Spring 2010. Multiple elements of Phase 2 were considered, including principles and criteria for IBRD shareholding realignment and the range of possible shift, DTC definition, borrowers’ and IDA contributions, and IFC and IDA voice reforms. A range of views was also expressed on the issue of "moving over time

1 Both IFC and MIGA have Boards of Directors and not Boards of Executive Directors and therefore the use of the term "Executive Director" is not correct with reference to those institutions. However, for ease of reading, the term "Executive Director" has been used throughout this document, and it should be inferred that the term "Director" is intended if the reference is to either IFC or MIGA. 2 Meetings were open to all Executive Directors to participate on an equal basis.


towards equitable voting power between developed and developing countries;" on the meaning of dynamic reform; and on the implications of other major reform issues (e.g. governance initiatives). 8. A majority expressed support for criteria for IBRD share allocation based on evolving weight in the world economy; IDA contributions; a capital increase as a mechanism for share reallocation; and a dynamic share allocation formula with a periodic review. Consensus began to emerge around an increase in basic votes at IFC and enhancing DTC voice in IDA. 9. The Committee endorsed putting forward one Resolution containing three decisions to the Board of Governors: (a) increasing Basic Votes to 5.55 percent of total votes (doubling); (b) allocating unallocated IBRD shares on an exceptional basis to DTC members that would experience a dilution as a result of the increase in Basic Votes; and (c) adding a 20th elected Executive Director so that the two Sub-Saharan Africa (SSA) constituencies may be recombined into three constituencies. The Committee’s frank and open deliberations helped form areas of consensus establishing a foundation for Spring 2010 reform package.

B. Strengthening Board Effectiveness, Oversight and Strategic Involvement

10. The Committee discussed Internal Governance – Working Group Recommendations and Proposed Actions, which presented a roadmap for taking the work of the Working Group on Internal Governance forward.3 The discussion centered on the need to expedite implementation of proposed actions, the scope of the actions, and the timeline for implementation of reforms. The Committee agreed that the Board had a responsibility to move forward on internal governance reform and expressed its support for the phased approach in implementation of the proposed roadmap. The Committee agreed that Board oversight would be the starting point for implementation and proposed a round of consultations, open to all Board members, to develop a common understanding of oversight. The Committee deliberated on the phased approach vis-à-vis the original “package concept;” the timing of the IFC discussion on its Board procedures; and the possibility of broadening or amending the recommendations on which the implementation matrix was based. 11. After an open and inclusive consultation process held under the broad headings of Board Effectiveness, Oversight and Strategic Involvement, the Committee discussed Review of Internal Governance – Provisional Results of the Consultations with Executive Directors. Discussions centered around conclusions and proposals stemming from the COGAM consultations and the reforms as set out in the report of the Working Group on Internal Governance relating to shareholder oversight and policy guidance as well as next stages of the reform process. The paper also brought forward actionable recommendations for implementation that followed later (e.g., Board Effectiveness; Policy Papers; CAS Pilot; External Review of Oversight Units; Waiver Policy; Delegation of Authority; IFC Streamlining). The Review of Internal Governance – Provisional Results of the Consultations with Executive Directors was endorsed by the Board and subsequently provided as a background report to the Development Committee’s April 2009 meeting.

C. Governance of Core Business

13. The Committee considered Financial and Outside Interest Disclosure Program by Board Officials six times during the period under review and ultimately expressed broad support for the

3 See Report of the Working Group on Internal Governance (R2008-0197/1) ( Familiar Report). This report undertook a broader review of the Bank’s Governance framework, including the role of the Board of EDs and the Board’s relationship to management and put forwards a series of recommendations for future internal governance reforms.


program. COGAM also endorsed several recommendations to enhance the program Improved transparency and uniformity were noted as important achievements of the program. 14. Other matters discussed by the Committee related to improving the outreach to Board Officials, increasing understanding of the program, and enhancing theprocess for managing conflicts of interest. The Committee also considered how best to accomplish the overall objectives of the program, security arrangements to prevent unauthorized disclosure of information, details of program administration and forms, and clarification of the roles of the EFRO, the Corporate Secretariat, and the Ethics Committee. 15. During the year, the Committee met once to discuss the Voice Secondment Program to provide guidance on whether to begin the selection process for the sixth cohort prior to the evaluation of the initial five-year pilot phase (the discussion of which was scheduled for late-2009). The VSP Program Secretariat (PS) provided details on the program, noting that 96 participants had graduated from it, that it prioritizes low-income countries, and that most of those countries are located in the Africa Region. Survey results were high in satisfaction, and positive results from the program were increasing. The PS indicated that the Bank’s absorptive capacity for participants is 25 and recommended that this limit be maintained. The Committee acknowledged the success of the program and endorsed the proposal that the Program Secretariat proceed to nominate a sixth cohort with recommended enhancements, prior to the scheduled comprehensive review. The Program Secretariat underscored the strong link between the program and the Bank’s strategic objectives. 16. During the year, the Committee also held two meetings on Toward Greater Transparency – Rethinking the Bank’s Disclosure Policy. In a joint meeting with CODE, the Committees discussed a proposed paradigm shift in the Bank’s approach to disclosure in line with the Bank’s expressed presumption in favor of disclosure. From a policy that spells out what documents the Bank discloses (“a positive list”), the Bank would be expected to allow access to any information not on a list of exceptions (“a negative list”). 17. COGAM also discussed Toward Greater Transparency – Rethinking the Bank’s Disclosure Policy: The Disclosure of Board Records and Related Issues. The Committee supported the change in approach towards the disclosure of Board Records to make it consistent with the proposal in the Approach Paper discussed jointly with CODE. The importance of the two principles underpinning the change was emphasized, namely, that deliberative Board records not be disclosed until eligible for declassification, and that final decisions and outcomes be disclosed immediately. The Committee underscored the need to strike the right balance between transparency and protecting Executive Directors’ ability to speak candidly. 18. Other issues discussed included the need to safeguard the Board’s deliberative process, the nature of disclosure, disclosure of project documents and policy papers simultaneously with their distribution to the Board, and disclosure of Executive Directors’ statements. Comments focused on disclosure of legal opinions, a recommendation to restrict communication between Executive Directors’ offices and their authorities, and the possibility of piloting the reform before fully adopting it. Deliberations also included the appeals process, the handling of Ethics Committee documents, and costs. 19. The Committee considered IFC Board Procedures and generally supported IFC’s pursuit of more systematic engagement with the Board on strategic issues, expressing a range of views on the proposals.


III. ADMINISTRATIVE MATTERS 20. The Committee reviewed and endorsed the Executive Directors’ FY10 Budget and a companion paper, Issues Raised on Budgetary Matters. 21. The Committee considered Extension of Changes in Shipping Benefits on Appointment and Ending Employment of Executive Directors, Alternates, and Senior Advisors to Executive Directors. The Committee endorsed the proposal to allow Board Officials to use the option of selecting the existing version of shipping benefits, which includes an air freight shipment, or the revised staff package, which includes a cash excess baggage allowance. 22. The Committee also considered a revised Options Note on Externally Funded Advisors in Executive Directors’ Offices, and endorsed two options to preserve the option of appointing externally funded Advisors subject to flexible and practical rules that maintain high governance standards. 23. The Committee discussed and endorsed Executive Directors’ Travel to Member Countries Outside Constituencies (Group Travel) Two-Year Program which included some revisions to past reporting practices, timing of trips, and number of trip participants. 24. The Committee discussed 2009 Annual Meetings: Note on Travel Arrangements for Executive Directors and Alternates and Attendance of Advisors and ACS Staff to Executive Directors. The Committee agreed that the paper presented real, effective options for reducing costs, and noted the importance of the Board setting an example on cost containment and prudence, while preserving its ability to carry out its representation functions at the Annual Meetings. 25. The Committee also considered a Note on Official Representation of Executive Directors at the 2009 Annual Meetings and supported the lowest cost option.


ANNEX I Approved July 15, 2009

COMMITTEE ON GOVERNANCE AND EXECUTIVE DIRECTORS’ ADMINISTRATIVE MATTERS

Terms of Reference

1. PURPOSE

1.1 The primary purpose of the Committee on Governance and Executive Directors' Administrative Matters (the Committee) is to assist the Boards in issues related to the governance of the institutions of the World Bank Group, the Boards' own effectiveness, and the administrative policy applicable to Executive Directors' offices.

2. RESPONSIBILITIES AND DUTIES

2.1 The Committee will consider issues related to the institutions' governance, the effectiveness of the Boards and the administrative policy applicable to Executive Directors and their Alternates and Senior Advisors.

2.2 The Committee will exercise its duties with respect to issues referred to it by the Boards or on the Committee's own initiative.

2.3 In fulfillment of its responsibilities, the Committee shall:

2.3.1. Consider questions of governance and make recommendations to the Boards on governance-related principles, practices and procedures to be followed in the organization.

2.3.2. Keep up to date on the trends and best practices in governance followed by multilateral institutions, not-for-profit organizations, and the private sector and evaluate their applicability to the organization.

2.3.3. Evaluate the effectiveness of the Boards and Board Standing Committees and make recommendations to the Boards when appropriate.

2.3.4. Consider questions of administrative policy relating to Executive Directors and their Alternates and Senior Advisors and make recommendations to the Boards.

2.3.5. Upon request of the President or any Executive Director or Alternate concerned, consider, and in the absence of a request for reference to the Boards, decide questions involving individual Executive Directors and Alternates, arising under established administrative policy.

2.3.6. Maintain close liaison with the IMF Executive Board on relevant matters relating to administrative policy bearing in mind the need for parallelism between the two institutions.

2.3.7. Consider governance aspects related to representation and shareholding in World Bank Group institutions.

2.4 The Committee may also consider issues that do not fall within the mandates of existing Committees that have become increasingly important in Board governance, as referred to in 'Proposal to Establish a Committee on Governance and Executive Director's Administrative Matters (OM2002-0110), Enhancing Corporate Governance.


ANNEX 2

LIST OF COGAM MEETINGS HELD OCTOBER 2008 THROUGH OCTOBER 2010

October 2008-October 2009

Wednesday, October 22, 2008 COGAM Annual Report Financial and Outside Interest Disclosure Program by Board Officials: 2007 Program Report of

Recommendations Voice Secondment Program: An Interim Decision for the Nomination of the Sixth Cohort Extension of Changes on Shipping Benefits on Appointment and Ending Employment of Executive

Directors, Alternates and Senior Advisors to Executive Directors

Wednesday, October 29, 2008 Enhancing Voice and Participation of Developing and Transition Countries in the World Bank

Group: Implementation of Reforms Financial and Outside Interest Disclosure Program by Officials-Addendum to 2007 Program Report

of Recommendations; Further Analysis on Verification Recommendations

Wednesday, December 3, 2008 Selection of COGAM Chairman and Vice Chairman

Monday, December 8, 2008

Options Note on Externally Funded Advisors in Executive Directors' Offices Monday, December 8, 2008

Lunch: Work Program Wednesday, December 17, 2008 (AM)

Internal Governance – Working Group Recommendations and Proposed Actions Executive Directors' Travel to Member Countries Outside Constituencies (Group Travel) Two-Year

Program

Wednesday, December 17, 2008 (PM) (Joint with CODE) Toward Greater Transparency - Rethinking the Bank's Disclosure Policy: Approach Paper

Wednesday, February 4, 2009

Financial Disclosure – Follow-up to Steering Committee Lunch (Please refer to document Financial and Outside Interest Disclosure Program by Board Officials: 2007 Program Report of Recommendations

Internal Governance -– Working Group Recommendations and Proposed Actions Monday, March 30, 2009 (AM)

Selection of Vice Chairman Final Report on Financial Disclosure 2007:

The World Bank Group: Financial and Outside Interest Disclosure Program by Board Officials - 2007 Program Results Interim Report Discussion Note on Steps to Improve Outreach to the Financial and Outside Interest Disclosure Program by Board Officials


Monday, March 30, 2009 (PM)

Review of Internal Governance: Provisional Results of the Consultations with the Executive Directors IFC: Board Procedures (Draft)

Wednesday, April 1, 2009

Enhancing Voice and Participation of Developing and Transition Countries in the World Bank Group: Spring 2009 Progress Report

Wednesday, April 8, 2009

Proposal for the 2009 Financial and Outside Interests Disclosure Program by Board Officials Wednesday, April 29, 2009

Executive Directors’ FY10 Budget Issues Raised on Budgetary Matters

Friday, May 1, 2009

2009 Retreat for the Committee on Governance and Executive Directors' Administrative Matters Tuesday, May 12, 2009

Lunch: Proposed Revision of the World Bank's Disclosure Policy Wednesday, May 13, 2009

Oral Briefing on Voice and Participation: Update on Work Program Wednesday, May 27, 2009

2009 Annual Meetings: Note on Travel Arrangements for Executive Directors and Alternates and Attendance of Advisors and ACS Staff to Executive Directors

Note on Official Representation of Executive Directors at the 2009 Annual Meetings Monday, June 8, 2009

Enhancing Voice and Participation of Developing and Transition Countries in the World Bank Group: Phase 2 – Draft Discussion Paper (Revised)

Wednesday, July 8, 2009

Oral Update on Financial and Outside Interest Disclosure Program by Board Officials Oral Update on Voice and Participation

Wednesday, July 22, 2009

Toward Greater Transparency – Rethinking the World Bank’s Disclosure Policy: The Disclosure of Board Records and Related Issues

Thursday, August 6, 2009

Oral Update on Enhancing Voice and Participation of Developing and Transition Countries in the World Bank Group: Follow-up

Monday, August 31, 2009 Selection of Chairman

Wednesday, September 2, 2009

Enhancing Voice and Participation of Developing and Transition Countries in the World Bank Group (Phase 2) – Discussion Paper for Development Committee Deputies


November 2009-October 2010 Wednesday, November 11, 2009

Modification of IFC Streamlined Procedure Draft Letter from COGAM Chair

Monday, November 23, 2009 Enhancing the Voice and Participation of Developing and Transition Countries in IFC: Draft

Options Note Wednesday, December 9, 2009

Voice Secondment Program - Review Paper Wednesday, January 13, 2010

Enhancing the Voice and Participation of Developing and Transition Countries in IFC: Revised Draft Options Note [Background document: Technical Note on IFC's Capital Increases]

Monday, January 25, 2010

Review of Progress on Internal Governance Reforms and Work Program for 2010: World Bank Group Governance Reforms - Outline Effectiveness Proposed New Format and Structure for Board Policy Papers Strengthening Board Agenda Setting

Oversight Progress Update and Framework for Self-evaluation of Board Management (Presentation) Concept Note: Strengthening Board Review of World Bank Group Financial and

Operational Outcomes Review of World Bank Oversight Agencies (Presentation)

Strategy CAS Pilot Option for Early Conditional Board Approval of Operations Timing and Scope of Policy Note on Waivers (Presentation)

Wednesday, February 3, 2010 Lunch: Work Program and Retreat Agenda - members only

Friday, February 12, 2010

Informal Consultations: Voice and Participation Wednesday, February 17, 2010

Informal Consultation: Internal Governance – Outline

Monday, March 8, 2010 Draft Proposal for the 2010 Financial and Outside Interests Disclosure Program for Board Officials Oral Briefing on Document Retention Policy for Financial Disclosure

Monday, March 22, 2010

Informal Consultation: World Bank Group Voice Reform Wednesday, April 7, 2010

Informal Consultation: Preparation for COGAM Retreat – Shareholder Stewardship: Annual Meetings and Development Committee Review of Delegation of Authority Policy Note on Waivers


Wednesday, May 19, 2010

Executive Director’s FY11 Budget and Supplemental Information

Friday, May 21, 2010 Committee Annual Retreat

Monday, June 21, 2010

Update from the Working Group on Performance Feedback of the Executive Board and President (formerly, the Working Group on Evaluation)

Revamping the Annual Meetings Review of Operational Policy Waivers Review of Oversight and Accountability Units: Self-Assessment of Oversight and Accountability Units Proposal for External Review of the Oversight and Accountability Units

Wednesday, June 30, 2010

Enhanced Flexibility in Executive Directors' Miscellaneous Budget Work Plan for Review of the Executive Directors’ Budget

Monday, August 2, 2010 Informal Consultation: Future Reforms to the Annual Meetings and Development Committee

Review of Oversight and Accountability Units - Proposed Terms of Reference Review of Oversight and Accountability Units - Areas for Immediate Action Other Business: Voice Secondment Program

Wednesday, September 15, 2010

Strengthening Governance and Accountability - Update and Recommendations Update on Review of Delegation of Authority - Stage 1 (Presentation) Update from the Working Group on Process for Selection of President and Management

(Presentation) Other Business – Endorsement: Review of Oversight and Accountability Units - Proposed Terms of Reference (Revised) Voice Secondment Program - Request for Partial Multi-Donor Trust Funding

Monday, September 20, 2010

Modification of IFC Streamlined Procedure (Draft) Report of the Board Members of the Working Group on Dual Performance Feedback of the

Executive Board and the President Draft Concept Note - COGAM Consultations on Access to Information Policy Strengthening Governance and Accountability - Update (Revised)

Monday, October 22, 2010 (AM) (Restricted Executive Session) Monday, October 22, 2010 (PM)

Review of the Executive Directors’ Budget: Review of the Methodology PowerPoint Presentation eDistribution of Board Documents Pilot Self-Assessment of the Board - Consolidated Results (Presentation)