The Board of Directors met four times in 2016.
- 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.
- 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.