The deliberations of the Board of Directors

The Board of Directors met four times in 2016.

Corporate Governance:

• organising Proparco’s governance (notably selecting and appointing members to the different bodies; selecting effective senior executives);
• reviewing the evaluation of Proparco’s governance conducted by external consultants: in 2015, the Proparco’s directors and non-voting directors initiated an evaluation of Proparco’s governance, both in terms of legislation and regulatory provisions and best practices of similar-type financial institutions. The results were presented in April 2016 and an action plan was adopted that will be deployed over time;
• conducting a review of how to improve Proparco’s decision-making processes; review and amendment of limits on executive management operational powers; adapting the scope and terms of reference of the Strategic Investment Committee;
• preparing and convening the General Meeting of Shareholders and setting the agenda.

Strategy:

• tracking the business and operating forecast against the strategy finalised by the Board of Directors in 2014;
• adopting a new strategy for the 2017 to 2020 period in light of changes in AFD’s mandate;
• approving the 2017 budget and business plan;
• approving projects to provide technical support and projects that draw on EU funding.

Financial reporting and management:

• tracking loan and guarantee pricing margins and policy;
• reviewing and approving the financial statements;
• reviewing the quality of published financial information;
• analysing balance sheet management strategy;
• authorising related-party agreements after reviewing financial terms and conditions.

Risks, compliance and internal control:

• evaluating risk control processes and systems;
• analysing the different categories of risk;
• reviewing the different internal control reports (RACI  [business and internal control report], reports on the compliance and ongoing control functions, report on the execution of the 2016 audit programme and the Inspector General’s provisional audit programme for the 2017-2019 period).

Transparency and accountability:

• analysing the results and impacts of Proparco’s operations in development terms;
• reviewing the procedures for setting up a “whistleblowing” facility within AFD (in the areas of financial security and labour law);
• reviewing policy with regard to non-cooperative legal jurisdictions.