1. Forum for Agricultural Research in Africa
Proposed Revisions to Governance Manual
• Proposed revisions are aimed at ensuring the Board’s rules
and procedures remain current, relevant and in line with
best practice
• Proposed revisions have been collated from:
– Joint review recommendations of 2011
– World Bank mid-term review Jan 2012
– Suggestions from the Governance Expert on FARA Board
– Board decisions

2. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
1 It has been
suggested that a
provision on
directors and
members’ liability
should be
included in the
manual.
No current
provision
The Board of Directors in the
proper exercise of their duties
will incur no personal liability
in the event of a breach of
contract, but they shall be
personally liable for breaches
of duty or statutory offences.
(e.g. acting as a director when
disqualified by law – convicted
individual, bankrupt; breach of
duty of care).
A new
section
needs to be
created for
this
provision.

3. SUBJECT
AREAS
CURRENT PROVISION/S PROPOSED REVISIONS REMARKS
2 Strengthen
guidelines on
conflict of
interest
G.9.1 – Governance
Manual
Members of the Board of
Directors are subject to
FARA’s codes of conduct
which, when amended,
will be included in the
minutes of the meetings of
the Board. These shall
relate to participation of
members at Board
meetings and to assurance
of no conflict of interest
and activities prejudicial to
their independence as
Board members.
- Directors of the Board shall avoid
any situation involving an actual or
apparent conflict of interest.
- At every Board meeting Directors
of the Board shall sign a document
indicting any conflicts of interest
they may have regarding FARA
Board business and the agenda
items and to recuse themselves
from attendance and participation
in deliberations or decision-making
connected with that matter.
- In case of a dispute between
Directors of the Board on whether
a situation represents a conflict of
interest, the Chairperson resolves
the matter in consultation with the
other Directors of the Board .
3 new
provisions
proposed
for section
G. 9.
Move
these
provisions
to the code
of conduct

4. SUBJECT AREAS CURRENT PROVISION/S PROPOSED REVISIONS REMARKS
3 Include an
exception to the
general rules
regulating the
nomination of the
Chairperson and
Vice –Chairperson.
G.7.2 – Governance Manual
The Chairperson serves a
single 3-year term to the
conclusion of FARA triennial
General Assembly
subsequent to her/his
election after which the
office rotates to another
sub-region.
The Vice Chairperson serves
a 3-year term and is eligible
for re-election for a
maximum of one more term
of 3 years with the
possibility of becoming the
Chairperson if nominated by
his/her sub-region, after
which the office rotates to
another sub-region
In the event that the next
sub-region in the rotation is
unable to put forward a
suitable candidate within
the time frame specified by
the Board, the Board shall
continue with the sub-
regional rotation until a
suitable candidate is
nominated.
This modifies
G.7.2 of the
Governance
Manual

5. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
4 Clarify whether
Development
Partners should pay
membership fees to
attend the business
session of FARA
General Assembly.
Article 8.1.c.i –
Constitution
… Participation in
closed business
sessions will be
restricted to FARA
Board of Directors and
paid up members
expressly invited by
the Chairperson in
writing on the basis of
their experience and
competence in
matter/s to be
discussed and their
commitment to FARA’s
ideals and objectives…
… Participation in closed business
sessions will be restricted to FARA
Board of Directors and paid up
members expressly invited by the
Chairperson in writing on the basis
of their experience and
competence in matter/s to be
discussed and their commitment to
FARA’s ideals and objectives.
Representatives of the FARA Donor
Group on the Board of FARA shall
be exempted from paying fees to
attend the Business Session of the
FARA General Assembly…
This was a
resolution
passed by
the board
during the
7th FARA
Board
meeting held
in November
2010.

6. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
5 Include an exception
to the general rules
regulating the choice
of venue for the
FARA General
Assembly.
Article 8.1.c.ii –
Constitution
The four sub-regions in
Africa, represented by
the SRO members of
FARA will host the
meeting of the General
Assembly on a
rotational basis
- In the event that the next sub-
region in the rotation is unable
to confirm its willingness and
ability to host the FARA General
Assembly within the time frame
specified by the Board, the
Board shall continue with the
sub-regional rotation until a
venue is confirmed.
The choice of country in the sub-
region to host the FARA General
Assembly shall be determined
through a competitive process.
n/a

7. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
6 Include provisions on
discretion and
confidentiality.
G.10.4. – Governance
Manual
The information
provided to the Board
of Directors is FARA’s
intellectual property
and the discussions of
the Board are
confidential
N / A The current
provisions
are deemed
adequate
and will be
retained.

8. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
7 Replace the words
“statutory” with
“ordinary”;
“special” with
“extraordinary”
and add “on
behalf of the
Board chair”.
G.11.1 – Governance
Manual
Notice of statutory and
special meetings of the
Board will be given to
Members by the
Executive Director at
least 6 weeks before the
meeting date.
Notice of ordinary and
extraordinary meetings of the
Board will be given to
Directors of the Board by the
Executive Director on behalf
of the Chairperson at least 6
weeks before the meeting
date.
This
modifies
G.11.1 of
the
Governance
Manual

9. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
8 Include provisions
on induction of
new Directors of
the Board.
No current provisions - Induction of new Directors of the
Board shall be undertaken by the FARA
Secretariat, the Director whose term
has ended and the Board.
- As part of the induction, the
Secretariat shall send formal letters of
appointment and an induction
information pack to new Board
Directors at least 6 weeks after they
have been confirmed on to the Board.
These new
provisions
will be
inserted in
section G. 8
of the
Governance
Manual.

10. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
9 Include provisions
on Board self-
assessment process
No current provisions - The Board shall undertake an
annual self-assessment exercise
during the second ordinary Board
meeting.
- New Directors shall be exempted
from the first Board assessment
exercise following their
appointment.
- A newly appointed FARA
Chairperson shall be assessed
after one year of service.
These new
provisions will
be inserted in
section G of
the
Governance
Manual.

11. SUBJECT AREAS CURRENT
PROVISION/S
PROPOSED REVISIONS REMARKS
10 Include an exception
to the general rules
regulating the term
of service of the
FARA Executive
Director.
G.H.3 – Governance
Manual
The appointment of
the Executive
Director is a fixed
term contract for 5
years.
Following satisfactory
performance, the
contract may be
renewed for a
maximum of one
further term not
exceeding 5years
H.3.1 The appointment of the
Executive Director is a fixed term
contract for 5 years. Following
satisfactory performance, the
contract may be renewed for a
maximum of one further term
not exceeding 5years
H.3.2 To assure an effective and
smooth transition process
between an outgoing and
incoming Executive Director, the
Board may extend the term of the
outgoing Executive Director for a
period which shall end at the
General Assembly meeting at
which the incoming Executive
Director will be approved.
This will be
inserted in
section H.3.2 of
the
Governance
Manual to
complement
existing clauses
H.3.2 not
endorsed for
inclusion in the
manual

12. Recommendations: Revisions to GM
The proposed revisions are endorsed for approval.
1. The title of the French version of the Governance Manual should
be amended to reflect its true meaning
2. Develop a form which Board of Directors can use for declarations
on conflict of interest.
3. Develop a code of conduct as a companion document to the
Governance Manual
4. Rules on confidentiality and conflict of interest should be moved
into the code of conduct
5. The Constitution must distinguish between an ordinary General
Meeting and extra-ordinary General Meeting

13. Recommendations: Revisions to GM
6. Provide details of what issues can be discussed in an ordinary
meeting and an extra-ordinary meeting.
7. Align the provisions of the Governance Manual to the
constitution
8. The ED reports to the General Assembly on program activities
and the Chairman presents the moral report
9. The Governance Manual should reflect that the Board has the
power to dismiss the Executive Director
10. “Honoraria” should be changed to “sitting allowance”

14. Forum for Agricultural Research in Africa
Thank you
for the attention
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