The Boards of Directors discussed and approved a range of policies, projects, and programs during the year under review. In total, they approved 184 operations for an amount of UA 5.72 billion, which is a 39.9 percent increase over the 2010 level of UA 4.09 billion. The focus was on positioning the Bank to assist its regional member countries in a number of areas: to weather the prevailing difficulties in the global economy; to green their economies, in terms of climate change adaptation and clean energy generation; to achieve more socially inclusive growth; and to foster new partnerships in the evolving global development landscape. Furthermore, the Bank Group maintained its operational strategy throughout the period of sociopolitical unrest in North Africa, which became known as the Arab Spring.

The Board endorsed the Mid-Term Review of the Bank Group’s Medium-Term Strategy, underscoring the need to remain focused on the key pillars. The Board, cognizant of the importance of an effective Bank presence in the field to achieve its development objectives, approved the Bank Group’s Decentralization Roadmap. The Board also approved the phased establishment of External Representation Offices (EROs) in Asia, the Americas, and Europe. The EROs will assist in the Bank Group’s advocacy work for the successful mobilization of resources and in the forging and strengthening of partnerships in other global regions.

While acknowledging the Bank’s robust financial position and high institutional reputation, the Board underscored the need for financial vigilance during this time of global financial uncertainty.

In this context, the Board endorsed the Bank’s framework for the management of GCI resources and large loans. In addition, they approved a proposal for a definition of the Bank’s Risk Appetite, Risk Dashboard and Enhancement of Credit Risk Governance, and revised Capital Adequacy and Exposure Management Framework.

The year 2011 witnessed the creation of Africa’s newest state, the Republic of South Sudan. Pending the completion of its membership of the Bank, the Boards – recognizing the urgent development needs of the new state – sought to provide sustained development assistance. Accordingly, the Boards of Directors recommended to the Boards of Governors, the approval of a  Cooperation Agreement with South Sudan, to provide a framework for the delivery of development assistance during the interim period.

2012 Administrative Expenses and Capital Expenditure Budgets

In December 2011, the Boards of Directors of the African Development Bank approved an Administrative Expenses and Capital Expenditure Budget for 2012 comprising:

• UA 292.55 million allocated to Administrative Expenses;
• UA 20.59 million for the Capital Budget; and
• UA 2.92 million to contingency. The Board of Directors of the African Development Fund approved an indicative Administrative Budget of UA 197.5 million for the Fund for 2012.

Boards Committees

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, and (vii) Committee on the Annual Report (CAR). The Boards’ effectiveness has been considerably enhanced in 2011. This has been achieved by prioritizing Board and Committee work and by ensuring the timely implementation of key decisions. The committees jointly held a total of 64 meetings in 2011. Highlights of some of these meetings are elaborated below.

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

The AMBD Committee examines policies and administrative procedures that concern members of the Board of Directors, their Alternates, Senior Advisers, and Advisers. In this connection, during 2011 the AMBD considered proposals to mainstream the outcome of Board consultation missions and Senior Advisers’ and Advisers’ study tours. The AMBD focused in particular on issues of Board efficiency and launched the Board self-evaluation initiative The AMBD met nine times during the course of the year.

Audit and Finance Committee (AUFI)

The Audit and Finance Committee (AUFI) reviews the periodic financial reports and statements and reports to the Board on such matters. It also examines audit matters and policies as well as other financial issues that have a major bearing on the Bank’s financial situation, as well as assessing the Bank’s internal control mechanisms.

AUFI held six meetings in 2011 to consider a number of documents, including: (i) the Financial Statements of the ADB, ADF, NTF, as well as the Special and Trust Funds as at December 31, 2010; (ii) Allocation of ADB Net Income; (iii) External Quality Assessment of the Internal Audit Activity at the African Development Bank; (iv) External Auditors’ 2010 Management Letter and 2011 Audit Plan; (v) Proposal for Revised Capital Adequacy and Exposure Management Framework; and (vi) Effect of the Early Adoption of IFRS9 on the first quarter Financial Statements.

AUFI also held eight joint meetings with CODE, to consider audit and financial issues, including: (i) Managing GCI Resources and Large Loans; (ii) Revised Capital Adequacy  and Exposure Management Framework; (iii) Follow-Up Report on the Implementation of Internal Audit Recommendations on Corporate, Finance and Project-Related Audits for 2009; (iv) 2010 Internal Audit Annual Activity Report; (v) Operational Risk Management Framework; and (vi) Allocation of ADB 2010 income.

AUFI and CAHR jointly held one meeting to consider the Business Continuity Program.

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

The Committee on Administrative Affairs and Human Resource Policy Issues (CAHR) considers policies related to general administration and human resources of the Bank. In this connection, it makes recommendations to the Board and closely monitors the implementation of the Board’s decisions. In 2011, CAHR held nine meetings and one joint meeting with AUFI to consider various institutional matters, including the: (i) Policy for the Bank’s Use of Technical Assistance Services; (ii) issues related to the 2010 Staff Survey; (iii) overview of measures contributing toward enhanced managerial capacity of the Bank; (iv) Total Compensation Framework 2012–2015: proposals for remaining competitive; (v) Performance Management System Review; and (vi) Diversity, AfDB advantage.

Committee on Operations and Development Effectiveness (CODE)

The Committee on Operations and Development Effectiveness (CODE) reviews reports of the Operations Evaluation Department (OPEV) of the Bank as well as the responses of Management to such reports. CODE also identifies or reviews general policies for Board consideration and makes recommendations to the Board. During the year, CODE held 27 sessions to consider several policy documents and operational reports, including: (i) Regional Operations Selection and Prioritization Framework (SCORECARD); (ii) the Bank Group Urban Development Strategy; (iii) Regional Integration Strategy Papers for East Africa, Central Africa, and West Africa; (iv) Transition Framework for Graduating and Reversing Countries; (v) Evaluation of the Implementation of the Paris Declaration at the AfDB; (vi) Roadmap for Improving Performance on Aid Effectiveness and Promoting Effective Development; (vii) Staff Guidance on Implementation Progress and Results Reporting (IPR) for Public Sector Operations; (viii) Bank Group Policy on Policy Based Operations (PBOs); (ix) several CSP mid-term and Completion Reports as well as Country Portfolio Performance Reports; and (x) Private Sector Development and Energy Sector Policies of the African Development Bank.

Committee of the Whole (CoW)

The Committee of the Whole, comprising all Executive Directors, meets under the chairmanship of the President of the Bank Group. Its key mandate is to review, on an ad hoc basis, the Bank Group’s annual budgetary proposals as well as conducting a midterm and end-of-year review of the implementation of such budgets. In 2011, the Committee met once to consider the outline of the 2012–2014 Budget.

Board Committee on the 2010

Annual Report During 2011, the Board Committee on the 2010 Annual Report met twice 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 and oversight to the Annual Report drafting team.

Ethics Committee

The Ethics Committee of the Board of Directors has the mandate to determine all questions relating to the “Code of Conduct for Executive Directors of the African Development Bank and the African Development Fund.” In so doing, the Committee considers alleged violations of the Code and any related matters brought to its attention. The Committee has a relatively wide mandate with respect to matters pertaining to ethical conduct, ranging from conflicts of interest to relations of management and staff. In 2011, the Committee held four meetings and carried out an investigation as well as review of a number of matters that were brought to its attention. The Committee plays a pivotal role in providing advice and guidance on ethical matters.

Executive Directors’ Consultation Missions

In 2011, Executive Directors undertook consultation missions to Angola, Botswana, Burkina Faso, and Niger. These consultation missions afforded Board members the opportunity to: (i) enhance their understanding concerning the needs and challenges faced by regional member countries; (ii) assess first-hand the impact of Bank-financed projects on the development of these countries; and (iii) strengthen policy dialogue between the Bank and the authorities of regional member countries, donors, as well as private sector and civil society organizations. Within the framework of their study tours, Senior Advisers, and Advisers travelled to Chad, Sierra Leone, and Kenya during the year.