1. IATI Steering Committee Members Advisory Group – Governance Jamie Attard, Bill & Melinda Gates Foundation

2. Overview and Purpose of Session Overview of MAG IATI Governance Opportunity –Approach of MAG –Voting Protocol for Steering Committee –Overview of MAG recommendations –Recommendation 1: Creation of Governing Board –Recommendation 2: Empowerment of Governing Board –Next Steps

3. Overview of MAG Intent of the Members Advisory Group (MAG) was to conduct preliminary analysis and consultations to empower the Steering Committee in December to make the necessary decisions on the subjects of: –a) Governance, b) Hosting; and c) Strategic vision for the future of IATI. Appreciation provided to the following MAG members: – Lucretia Ciurea (UN Women, formerly Government of Moldova); Carolyn Culey (Development Initiatives, IATI Secretariat); Annelise Parr (UNDP, IATI Secretariat Coordinator); Sarah Johns (Bond); Horia Sohir Debbiche (African Development Bank); Samuel Blazyk (African Development Bank); Robin Uyterlinde (IATI Steering Committee Chair); Alasdair Wardhaugh (DFID); Rafique Siddique (Bangladesh); and Jamie Attard (Gates Foundation). With kind support from Anna Whitson (UNDP). MAG meetings were held between September and November 2015.

4. IATI Governance Opportunity IATI evaluation concluded that: –“IATI’s current governance arrangement is no longer fit for purpose.” Specifically the “…size is too large to allow for practical discussion of governance related issues in an efficient and effective manner.” –“…IATI should structure its governance function so that there are: A ‘General Assembly’ of its members and stakeholders that represent the highest level of authority and decision-making [and] A ‘Board of Governors’ or equivalent composed of representatives of IATI members and approved by the General Assembly…to make explicit and clear IATI’s vision and strategic priorities…” –The “…vision, direction and strategic priorities over the next three years [should be a] responsibility…taken on by [a] Board, which then provides recommendations to the General Assembly.”

5. Approach of MAG Conducted limited landscape analysis of the governance, structure, decision-making process and membership of other standard setting bodies including the International Organization for Standardization (ISO), Open Contracting Data Standard and Paris21. Explored alternative governance structures in terms of their feasibility and budgetary implications. Conducted consultations with select Steering Committee members on draft proposals to obtain further guidance.

6. Voting Protocol For Steering Committee Today’s forum will provide the necessary information and an opportunity to discuss and deliberate recommendations. Decisions need to be made today on the recommendations presented due to the importance and urgency of the matters under consideration. We are seeking consensus on the recommendations presented. Should consensus not be reached the triple-lock system will be activated that requires a simple majority in each of the three stakeholder constituencies.

7. Overview of MAG Recommendations An interim governance structure is proposed, as it will take time to refine and implement a new permanent structure. MAG specifically focused on optimizing the decision making process of the Steering Committee through the creation of a Governing Board. Consideration was provided to appointing an Executive Director but due to its significant financial implication and the limits of our current hosting and funding arrangements this decision was deferred. MAG recommends further revisions to the governance structure be considered along with revisions to vision, strategy, funding arrangements, budget and hosting.

8. Recommendation 1: Creation of Governing Board RecommendationImplication Replace the Steering Committee with a Member Assembly and prescribe certain responsibilities to a Governing Board. Member Assembly retains ultimate decision- making authority but is provided more support in making decisions. Governing Board is comprised of two representatives from each of the three constituencies identified in the IATI Standard Operating Procedures and the Chair of the Technical Advisory Group. Each Board member is elected by its constituency and will have a one-year term renewable by the Member Assembly. Small and representative Governing Board can facilitate faster and more representative decision-making. Only members as defined by the IATI Standard Operating Procedures should be entitled to vote on Member Assembly proposals and serve on the Governing Board. Presently only full fee paying members are eligible. Will need to provide further consideration to the inclusion of partner countries and civil society organizations that are unable to pay their membership fees.

9. Recommendation 2: Empowerment of Governing Board RecommendationImplication Responsibility for developing recommendations for the vision, strategy, hosting arrangement, funding arrangements, budget, and governance structure be delegated to the Governing Board. The Governing Board should be formed with an expectation that Board members meet every 4-6 weeks, on a virtual basis. Governing Board decisions should be made on a consensus basis to ensure due consideration is provided to each constituency. Member assembly retains ultimate authority over changes to vision, strategy, hosting arrangement, funding arrangements, budget, and governance structure. Decisions by the Member Assembly will continue to be made by consensus, allowing for the triple-lock system that requires a simple majority in each of the three stakeholder constituencies where consensus cannot be achieved. The Standing Sub-Group on Finance and Budget will be dissolved and its functions taken on by the Governing Board. The Governing Board should have authority for managing the strategy and budget of IATI as approved by the Member Assembly. The Secretariat will continue to execute its responsibilities in line with the IATI Standard Operating Procedures and additionally provide support to the Governing Board in the execution of its duties.

10. Recommendation 2: Empowerment of Governing Board (Con’t) RecommendationImplication The Governing Board is responsible for electing a Chair and Vice-Chair from amongst Board members that will serve in the same capacity for both the Governing Board and Member Assembly. The Chair and Vice-Chair of the Governing Board and Member Assembly will assume the responsibilities of the IATI Steering Committee Chair and Vice-Chair as detailed in the IATI Standard Operating Procedures. Chair will retain the authority to call ad-hoc virtual meetings of the Member Assembly as necessary to approve urgent recommendations between physical meetings of the Member Assembly.

11. Next Steps In your groups please discuss and vote on the following recommendations: 1.The MAG recommends replacing the Steering Committee with a Member Assembly and creating a Governing Board comprised of and voted in by IATI members. Do members agree? 2.The MAG recommends that responsibility for developing recommendations associated with changes to the vision, strategy, hosting arrangement, funding arrangements, budget, and governance structure be delegated to the Governing Board. These changes would be subject to the approval of the Member Assembly. The Governing Board should further have authority for managing to the strategy and budget of IATI as approved by the Member Assembly. Do members agree?

12. QUESTIONS?