Board of Directors
The Executive Directors provided oversight and strategic direction to the Bank Group during an eventful year for the institution and its RMC clients. Key strategies and policies were approved, notably the Ten-Year Strategy for 2013 to 2022. In addition, the ADF-13 replenishment was successfully concluded. The monitoring of the budget, including its Mid- Term Review, was a key preoccupation, as were discussions on the Bank’s return to Abidjan.
The Boards of Directors discharged their functions through seven specialized committees, including the Committee of the Whole which oversees the budget process. They also consulted widely with the Chair of the Boards in informal sessions, and with Bank staff members through formal seminars chaired by the Bank President. In 2013, the Boards oversaw the work of the Office of the Auditor General, Integrity and Anti-Corruption, Operations Evaluation, Compliance Review and Mediation Unit and Administrative Tribunal to ensure corporate restraint and responsibility. These Organizational Units work at arms-length from the rest of the Bank. In line with these responsibilities, the Boards exercised oversight over the following areas:
- Financial management, accounting, risk and internal controls, procurement, integrity and anti-corruption activities of the Bank Group;
- Selection, compensation, independence and performance of the Bank Group External Auditors;
- Financial reporting process, including the internal control structure and procedures for financial reporting and monitoring the integrity and reliability of the Bank’s financial statements;
- Ensuring the independence and efficient performance of the Bank Group’s internal audit and the integrity and sanctions functions;
- Guiding the evaluation function of the Bank Group; and
- Ensuring best practice in procurement of goods and services and contracting consultants, including corporate procurement.
The Boards of Directors also took note of the work of the Independent Review Mechanism, which ensures that the Bank Group complies with its own policies and procedures. The successful conclusion of a number of cases, reported in Chapter 5 with respect to the work of the Compliance Review and Mediation Unit, was a fitting testament to the rigour and transparency of the process, which has been commended by both beneficiaries and donor countries.
Monitoring the Institution’s budget process during 2013 was an important key oversight function. In discussing the 2014- 2016 Rolling Plan and Budget Proposals, the Boards provided guidance on how the Bank would achieve a higher level of cost efficiency without undue impact on its core activities. Board Members also provided views and advice on the finetuning of the Bank Group’s organizational structure to support the Ten-Year Strategy. They argued that Africa’s structural transformation required the Bank Group to further enhance its efficiency and capacity for delivery.
More than half of the Boards of Directors completed their terms of office in 2013 and were replaced by new members following the general election of Executive Directors by the Boards of Governors at the Annual Meetings in Marrakech.
Key assignments for the Executive Board in 2013
The Boards met in January 2013 to discuss their agenda for the year. The Chair outlined five key assignments:
- Continued implementation of the decentralization roadmap— the Bank saw considerable progress during the year, including among others, mergers of Regional Departments, consolidation of Resource Centres, and the creation of a Nigeria Country Office;
- Approval of the Bank’s return to its Headquarters in Abidjan by the Boards of Governors — this was duly done, with preliminary departure dates for staff back to Abidjan set by the end of 2013;
- Replenishment of the ADF, which in light of the difficult global economic environment was expected to be quite a difficult task—the exercise in September proved more successful than thought earlier;
- Approval and implementation of the Ten-Year Strategy— duly done in the course of the year; and
- Organization of the Annual Meetings—held successfully during May/June in Marrakech, Morocco.
The Board of Directors of the African Development Bank (ADB) comprises 20 members who are neither governors nor alternate governors. Thirteen members are elected by the governors of regional countries and seven by the governors of non-regional member countries. Directors are elected for a term of three years renewable once. Each director appoints an alternate, but no alternate, except the United States Alternate, may be of the same nationality as their director.
Board members are responsible for the conduct of the institution’s general operations. In this capacity, they exercise powers provided in the Articles of Agreement or other powers delegated to them by the board of governors from time to time. The board of directors is resident at the headquarters of the Bank and meets for business as often as the work of the Bank may require. Alternates may be invited to attend Board Meetings.
Furthermore, the board has created a series of permanent committees. The purpose of these committees is to review and discuss policy and programme documents submitted to them, and make appropriate recommendations to the board.
These Committees include:
- Committee on Administrative and Human Resources Policy Issues;
- Audit and Finance Committee;
- Committee on Operations and Development Effectiveness;
- Committee on Administrative Matters concerning the Boards of Directors;
- Committee of the Whole on the Budget.
The board of directors of the African Development Fund (ADF) comprises fourteen directors. State participants select seven directors and seven alternate directors. The African Development Bank (ADB) designates seven directors and their alternates from the Bank’s board of directors. The board of directors shall invite other Bank directors and their alternates to attend ADF board meetings as observers and any such bank director or, in their absence, their alternate may participate in the discussion of any proposed project designed to benefit the country which they represent on the board of directors of the Bank.
The term of office for directors selected by state participants is three years renewable once, but terminates whenever a general increase in subscriptions becomes effective. If the office of a director becomes vacant before the expiration of their term of office, the vacancy is filled by a new director selected by the state participant or participants whose votes their predecessor was entitled to cast. Such a succeeding director holds office for the remaining period of their predecessor’s term of office.
The African Development Bank manages the Nigeria Trust Fund (NTF), on a delegated basis, through its own organization, services, facilities, staff and such other experts and consultants as may be necessary. In the management of the Fund, the Bank consults regularly with the AfDB Governor for Nigeria and obtains their agreement on the pipeline of projects.
Each loan or other form of financing granted out of the fund’s resources is approved by the Bank’s board of directors in accordance with the voting rules set forth in the agreement establishing the African Development Bank in respect of its ordinary capital operations.