Board of Directors

The Boards of Directors continued to ensure adherence to the Bank Group’s Medium-Term Strategy (MTS) 2008-2012, in the regional and country strategies, projects, and other documents it reviewed and/or approved. The implementation of the MTS as well as quality assurance and results, were the cornerstones of the organizational fine-tuning which the Board of Directors of the Bank approved. In this connection, the Board approved a renewed focus and scaling-up of resources to infrastructure development in the RMCs. This would be achieved by splitting the infrastructure department into two departments, namely the: (i) Transport Department and (ii) Energy Department. The Quality Assurance and Results Department was also brought under the supervision of the Vice President, COO, to ensure a comprehensive results and quality-driven operations culture. Furthermore, additional resources were  allocated to enhance quality at entry, through the Board’s creation of an OpsCom Secretariat, also under the oversight of the Vice President, COO. To ensure clarity and a common understanding both  internally and externally, in the measurement of results, the Boards of Directors of the Bank and the Fund approved a “One Bank” Results Measurements Framework (RMF).

Financial resource mobilization, as a key 2010 Bank Group activity, consumed a considerable amount of  the Boards’ time. In this regard, the ADB Board of Directors endorsed the documents containing the proposals for the GCI-VI, as well as the related institutional reforms, and the amendments to the Share Transfer Rules, all of which were approved by the ADB Board of Governors at the 2010 Annual Meetings. Members of the Boards of Directors also participated in all the replenishment meetings for the ADF-12,  and actively made the case with their relevant capitals for the ADF-12.

Fifty percent of the members of the Board of Directors completed their term of office and were replaced  by new members following the general election of Executive Directors, conducted by the Board of  Governors during the 2010 Annual Meetings. Furthermore, to ensure wider shareholder representation  on the Board of Directors, the Governors approved two additional seats (one each for regional and non-regional member countries) to the Board. Following this approval for the increase in Board size, the Board of Directors brought relevant revisions to the subsidiary procedures for representation on the  Board of Directors of the Fund, and the various committees of the Boards.

Board members also focused on issues of integration of new members and had general discussions on  Board performance during the induction and retreat of Board members. The retreat deepened the  successful collaboration between the President, Boards of Directors, and Management regarding the  work ahead.

2011 Administrative Expenses and Capital Expenditure Budgets

In December 2010, the Board of Directors of the Bank approved an Administrative Expenses and Capital Expenditure Budget for 2011 comprising: (i) UA 289.1 million allocated to Administrative Expenses, (ii) UA 40.0 million for the Capital Budget, and (iii) UA 2.9 million to contingency. The Board of Directors of  the Fund approved an indicative Administrative Budget of UA 201.3 million for the Fund for 2011.

Other Activities of the Board

The Boards of Directors function through seven committees: (i) Committee on Administrative Matters  Concerning the Boards of Directors (AMBD), (ii) Committee for Audit and Finance (AUFI), (iii) Committee on Administrative Affairs and Human Resources Policy (CAHR), (iv) Committee on Operations and Development Effectiveness (CODE), (v) Committee of the Whole (CoW), (vi) Ethics Committee (EC), and (vii) Committee on the Annual Report (CAR). The committees jointly held 60 meetings in 2010, as elaborated below.

Committee on Administrative Matters Concerning the Boards of Directors (AMBD)

The work of the AMBD Committee focuses on streamlining processes that will enhance overall Board  performance. In this regard, they met nine times in 2010 to consider and submit recommendations to the Boards on various proposals, including: Board document distribution and deadlines; Boards and Consultation Missions; and Board Efficiency and Effectiveness Enhancement. A key priority in 2010 was for enhanced management of the expenses of Executive Directors.

Audit and Finance Committee (AUFI)

The Audit and Finance Committee (AUFI) held four meetings in 2010 to consider a number documents,  including: (i) the Financial Statements of the ADB, ADF, NTF, as well as the Special and Trust Funds as at  December 31, 2009; (ii) Allocation of ADB Net Income; (iii) External Management Letter for the Year Ended December 31, 2009; (iv) External Auditors’ 2010 Engagement Letter; (v) Semi-Annual Review of  Product and Pricing Flexibility for Middle Income Countries; and (vi) External Auditors’ Update to AUFI on the 2010 Audit of the Bank Group.

Furthermore, AUFI held five joint meetings with CODE to consider audit and financial issues, which  included: (i) 2010 Work Program of the Internal Audit Division; (ii) Follow-Up Report on the  Implementation of Internal Audit Recommendations on Corporate, Finance and Project-Related Audits  for 2008; (iii) 2009 Internal Audit Annual Activity Report; (iv) Review of the Bank Group’s Cost-Sharing Formula; and (v) OPEV’s Three-Year Rolling Work Program and Budget 2011–2013.

AUFI and CAHR also jointly held two meetings to consider the Staff Retirement Plan; External Auditors’ Recommendations Letter for the Year Ending December 31, 2009; External Auditors’ 2010 Engagement  Letter; and the Half-Yearly Review of the Flexibility and Pricing of Financial Products of Middle Income Countries.

Committee on Administrative Affairs and Human Resources Policy Issues (CAHR)

During the year under review, the Committee on Administrative Affairs and Human Resources Policy Issues (CAHR) held ten meetings and two joint meetings with AMBD to consider various corporate issues. These included: (i) recruitment and management of the short-term staff in Tunis; (ii) job  classification of positions for Field Office locally recruited staff; (iii) review of salaries of international professional and locally recruited staff; (iv) Bank Group 2010–2012 Learning and Development Strategy; (v) Career Development Framework; (vi) extension of the mandatory retirement age from 60 to 62; and (vii) Executive Directors’ 2010 Consultation Missions and status of Executive Directors.

Committee on Operations and Development Effectiveness (CODE)

CODE held 24 sessions to consider several policy documents and operational reports, including: (i)  Guideline Paper on the Strengthening of Bank Support to Regional Integration; (ii) Revision of the  Independent Review Mechanism; (iii) Fragile States Facility – Guidelines for Technical Assistance  Program Administration and Capacity Enhancement under Pillar III Operations; (iv) Bank Group Results  Measurement Framework; (v) Revised Guidelines on the Cancelation of Bank Group Approved Loans,  Grants and Guarantees; (vi) Country Portfolio Performance Review Guidelines; (vii) Simplification of  Procedures for Private Sector Operations; (viii) Establishment of the Knowledge Management Trust  Fund and Strengthening Country External Audit Systems in Africa – A Joint Strategy of the ADB and World Bank; (ix) Regional Integration Strategy Papers of Southern and Central Africa; and (x) several CSP mid-term and Completion Reports as well as Country Portfolio Performance Reports.

Committee of the Whole (CoW)

This committee, of which all Executive Directors are members, is chaired by the President of the Bank.  Its key mandate is to review, on an ad-hoc basis, the Bank Group’s annual budgetary proposals as well as other matters referred to it by the Board. In 2010, the Committee met to consider the outline of the  2011 Budget and the three-year 2011-2013 rolling Budget.

Board Committee on the 2009 Annual Report (CAR)

During 2010, the Board Committee on 2009 Annual Report met three times to consider the various  drafts of the Annual Report prepared by the Management of the Bank. The role of the Committee was to provide guidance, comments on the various drafts of the Annual Report, and oversight to the Annual  Report drafting team.

Executive Directors’ Consultation Missions

In-country dialogue with key government officials, civil society, beneficiaries of Bank Group-financed  projects, and representatives of donor agencies is a key annual activity of the Boards of Directors. In this connection, Executive Directors usually visit four regional member countries each year. Board  members split into two groups, with each group visiting two countries. In 2010, a group of Board   members visited Benin and Mali in February, while another group visited Malawi and Zimbabwe in  March. The Executive Directors engaged the leadership of these countries on development issues and were able to appreciate, at close range, the development challenges of the people. Given the positive  impact of these visits on the Bank’s engagement with RMCs, the Senior Advisers and Advisers of  Executive Directors also embarked on missions to African countries with the intention of achieving a  similar objective. The Advisers visited Cameroon and Egypt.