Summary of Decisions 27th Board of Directors Meeting 4th June 2015, Berlin PAGE | 1 27TH BOARD OF DIRECTORS MEETING 4 JUNE 2015 27th Board of Directors Meeting Berlin, 4th June 2015 SESSION V: WELCOME AND OVERVIEW OF AGENDA Decision: the agenda was approved and Conflict of Interest report noted by the Board members. SESSION VI: NOMINATIONS COMMITTEE REPORT - ELECTIONS Decisions: The Board re-elected Joachim von Braun and Stanley Zlotkin for a second three year term, starting 4 June 2015 and ending 4 June 2018. Joachim von Braun was re-elected Board Vice Chair, and Nominations Committee Chair for the duration of his three-year term. Stanley Zlotkin was re-elected to the Board Program Committee as Member for the duration of his term. The Board elected the new Board Chair, Vinita Bali for a three-year period, starting on 1 November 2015 and ending on 1 November 2018. The transfer of duties will occur on 1 November 2015. The Board thanked Jay Naidoo for his enormous contribution to GAIN over the past twelve years. The Board elected Jay Naidoo as Partnership Council Chair for a two year term from 4 June 2015 until 4 June 2017, acknowledged his end of term of current Board Chair on 1 November 2015. The Board noted that Jay Naidoo will be ex-officio Board Member for the duration of his term as Partnership Council Chair ( 4 June 2015 until 4 June 2017). The Board elected Michèle Costafrolaz as Board Member and new Finance and Audit Committee Chair for a three-year term starting 1 November 2015 and ending 1 November 2018. The Board acknowledged end of term of current Finance and Audit Committee Chair and Board Member Pierre Henchoz, ending on 1 November 2015. The Board elected Omar Dary as Board member for a three-year term, starting on 4 June 2015 and ending on 4 June 2018. The Board elected Omar Dary to the Board Program Committee as Member for the duration of his term. The Board elected Rhoda Peace Tumusiime as Board member for a three-year term, starting on 4 June 2015 and ending on 4 June 2018. PAGE | 2 27TH BOARD OF DIRECTORS MEETING 4 JUNE 2015 The Board acknowledged end of term of Board Member Admassu Tadesse, ending on 4 June 2015. The Board acknowledged end of Finance and Committee Member term of Vinita Bali, ending on 4 June 2015. SESSION VII: REVIEW OF GAIN’S PERFORMANCE: MID-TERM PERFORMANCE REPORT AND KPIs Decisions: The Board approved the MPR report for 2015/2016 and agreed that a session on the revised KPIs be placed on the agenda for the December Board meeting. SESSION VIII: UPDATE ON THE FORTIFICATION ASSESSMENT COVERAGE TOOL (FACT) Decision: for information purposes only SESSION XI: A FINANCE AND AUDIT COMMITTEE (FAC) REPORT Decisions: The Board was presented with the following list of recommendations and the Board provided their approval The FAC approved, and recommended Board approval for the opening of legal entities in Denmark and Rwanda and the closing of the Singapore Office: the Board approved the recommendation. The FAC approved the PWB 2015-16 . The FAC approved the Security Policy and took note of the attached annexes which include memos on Board Liability and Duty of Care, and Standard Operating Procedures: the Board took note and ratified the approval. The FAC approved the modifications to the Bylaws to clarify the delegation of authority of Security duties from the Board to Management and recommends full approval to the Board: the Board approved the modifications to the Bylaws. The FAC approved the proposals on Board visibility and recommends approval to the full Board: the Board approved the proposal presented. SESSION IX: LARGE-SCALE FOOD FORTIFICATION: FUNDING LANDSCAPE Decision: for information purposes only. PAGE | 3 27TH BOARD OF DIRECTORS MEETING 4 JUNE 2015 SESSION XIII-B: IMPROVING ACCESS TO ADEQUATELY FORTIFIED FOODS IN AFGHANISTAN VIA PAKISTAN EXPORTS PROJECT Decision Required: The Board approved in principal of funding for project above BPC threshold of $4 million, which amounts to $5 million for a two year project length. SESSION X: UPDATE ON GAIN’S CORPORATE STRATEGY AND OPERATING MODEL Decision: The Board took note of the Strategy document and overall was positive with the direction presented by Management. It was agreed that at the next Board meeting, the Board will review GAIN’s MIYCN sub-strategy. SESSION XII: PROGRAMME OF WORK AND BUDGET 2015-2016 Decision: The Board approved the PWB 2015/2016 SESSION XIV-A: GOVERNANCE REVIEW Decision: The Board concluded that the Board should go ahead with the Governance review. SESSION XIII: BOARD PROGRAMME COMMITTEE REPORT Decision: the Board approved the recommendations of the BPC report with note that the role and approval process for projects in GAIN needed to be refreshed to match the current context. SESSION XI-B: THE FINANCIAL HIGHLIGHTS Decision: for information purposes only, the Board took note of the Financial Highlights for 2014/2915. SESSION XIV-B: AMENDMENTS TO THE BYLAWS Decision: The Board approved the proposed amendment to the GAIN By-laws. SESSION XIV-C: BOARD AND PARTNERSHIP TRAVEL POLICY Decision: the Board welcomed the policy and offered feedback on their own organization’s practices. PAGE | 4 27TH BOARD OF DIRECTORS MEETING 4 JUNE 2015 SESSION XIV–D: PLANS FOR THE NEXT BOARD MEETING Decision: the Board approved the following dates and locations for the next Board meetings: 28th Board Meeting, Dhaka, Bangladesh 30 November: FAC and BPC Meetings; 1 December: Board Meeting; 2 December: Project Visits 29th Board Meeting, June 2016, Geneva, Switzerland 14 June: FAC and BPC Meeting; 15 June: Partnership Council/Board Joint Meeting; 16 June: Board Meeting PAGE | 5