Governance

The Board of directors has set up an Investment advisory committee, called on for an opinion by the General management in order to assess the coherence of the financing and investing projects with Proparco’s strategic orientations, with the missions assigned to the AFD group, but also its financial conditions and main risks. The most significant projects (in terms of amounts and/or risks) are submitted for an assessment by the Investment advisory committee.
It meets each month, in the presence of its members or by means of electronic consultations.

The Investment advisory committee consists of 13 to 16 members, with at least one third being members of the Board of directors:

• the Deputy chairman of the Board of Directors (who chairs the committee);
• 5 members chosen from within the Agence Française de Développement teams as a result of their sector-specific or geographical expertise;
• 5 to 8 external members who provide their technical skills with regard to financing and investment regarding the countries in which Proparco is active;
• representatives of the ministries in charge the Economy, Finance and Foreign affairs.

The Risk and audit committee prepares and facilitates the actions of the Board of directors relative to all matters relating to its area of responsibility, and it reports to the Board of directors.
It monitors the guidelines and rules imposed by French regulations and, in particular, the order of 3 November 2014 relative to the internal control of companies in the banking sector, payment services and investment services subject to oversight by the Prudential Control and Resolution Authority.
The PROPARCO Board of directors has also entrusted the Risk and audit committee with missions including financial audits.

The Risk and audit committee consists of five (5) members appointed by the Board of directors from amongst its sitting members, for the duration of their directorships. The Committee members cannot hold management positions within PROPARCO.
The members of the Risk and audit committee are chosen on the basis of their knowledge, skills and expertise, which enables them to understand and monitor PROPARCO’s strategy and appetite for risk; one of them must also have specific financial or accounting competence.
 

The Appointments committee prepares and facilitates the actions of the Board of directors relative to all matters relating to its area of responsibility, and it reports to the Board of directors.
The task of the Appointments committee is to identify and recommend, to the Board of directors, candidates who could serve as directors. The Appointments committee ensures that the Board of directors is not dominated by a single person or small group of people under conditions that would harm the interests of Proparco.

The Appointments committee consists of three (3) members appointed by the Board of directors from amongst its sitting members, for the duration of their directorships. The Committee members cannot hold management positions within PROPARCO.
The Committee members are chosen on the basis of their knowledge, skills and experience in the field of PROPARCO’s activities.

The articles of association define the company’s general operating rules, and are intended to provide third parties with information.
In particular, they describe Proparco’s corporate purpose (notably encouraging the development of the private sector and, in general, of the competitive productive sector in developing countries and French overseas territories, with the company’s aim being to provide financial assistance to companies in France and abroad, to carry out investments, and also to arrange technical support programmes that are specifically intended to strengthen the capacities of the financed companies or to finance projects focusing on innovation or that are intended to improve performances in environmental, social, governance and other areas).

The provisions for the operation of the Proparco Board of directors are clearly described in its rules of procedure. The Board of directors has also defined provisions for the operation of each of the Committees that it has created, with each one having its own rules of procedure.

For purposes of good governance, the Board of directors has also adopted a Charter for the members of the Board of directors and its Committees, which reiterates the conditions under which the directors (and members of the specialised Committees) perform their tasks: contribution to the efforts of the body in question, rights and means of the different bodies, rules regarding confidentiality, independence, ethics and integrity…

The professional ethics charter of the Agence Française de Développement group reiterates its mission, key values and shared ambition, as well as the major commitments regarding compliance, societal responsibility, and efforts to combat money laundering, corruption and fraud.