50th Board Meeting - WorldFish Center

WORLDFISH CENTER 

BOARD OF TRUSTEES 

FULL BOARD 

FIFTIETH MEETING 

15 TH NOVEMBER 2011 

WESTIN HOTEL, DHAKA, BANGLADESH 

Present: - Ambassador Remo Gautschi Board Chair 

- Dr. Wendy Craik Vice-Chair 

- Mr. Axel Wenblad Member 

- Dato’ Ahamad Sabki Mahmood Member, Ex-officio 

- Dr Stephen J. Hall Member, Ex-officio, Director General 

- Ms Vimala Menon Member 

Absent with - Dr. Judi Wakhungu Member 

Apologies: - Prof. Mohamed F. Osman Member 

Board - Mr Wayne Rogers Director, Corporate Services 

Secretary: 

Staff in Attendance: Dr Patrick Dugan, Ms Fok Siew Choy, Mr. Thomas Asare 

Agenda Item 1a: OPENING REMARKS 

DRAFT MINUTES 

The Board Chair welcomed all to the meeting, and gave a special welcome to Dr. Entsua- 

Mensah who is attending as an observer. Dr. Entsua-Mensah will join the Board of Trustees 

effective January 2012. Dr. Entsua-Mensah introduced herself. 

The Board Chair reminded the board of the Terms of Reference and commented that this 

should be reviewed in light of the CGIAR reforms. 

Agenda Item 1b: APOLOGIES 

Dr. Wakhungu sent her apologies that she was unable to attend this Board Meeting. There was 

no indication as to the whereabouts of Prof. Mohamed. Mr. Rogers informed the Board 

members that Prof. Mohamed is no longer the President of the ARC, Egypt. The Board Chair 

commented that we should discuss the Egyptian representation at the next meeting. 

Agenda Item 1c: DECLARATION OF CONFLICT OF INTEREST 

There were no conflicts of interests. 

Agenda Item 2: REVIEW AND APPROVAL OF THE PROPOSED AGENDA 

The Board reviewed and approved the proposed agenda for the 50 

12/03/2012 12:43 Agenda 3/Full Board/Nov 2011 1 

th Board of Trustees meeting.

Agenda Item 3: REVIEW AND APPROVAL OF THE 48 TH AND 49 TH BOARD OF 

TRUSTEES MEETING MINUTES 

The Board reviewed the 48 th and 49 th Board of Trustees Meeting Minutes and agreed the 

following amendments. 

Ms. Menon pointed out that in the 48 th Meeting minutes, Audit Committee Minutes, Agenda 8 

page 16, we need to remove the repetitive sentence. 

Dr. Craik pointed out in the 48 th Meeting minutes in page 20, the word Tri-annual should be 

replaced with Triennial. 

Board Decision: 

The Board approved the minutes of the 48 th and 49 th Board of Trustees minutes subject 

to the changes above. (Board Action 50-1) 

Agenda Item 4: BUSINESS ARISING FROM THE MINUTES 

Ambassador Gautschi asked the Board members if there was any issue overlooked. 

Dr. Craik asked for two items to be discussed: 

1. The CGIAR / CRP 1.3 launch and showcase in Bangladesh that was delayed. 

2. Progress reference the partnership with the Stockholm Resilience Centre. 

Dr. Hall commented that he would cover these items in his report. 

Agenda Item 5: REVIEW BOARD ACTION PLAN TO 50 th BOARD MEETING 

Mr. Rogers presented the Board Action Plan. 

Dr. Hall commented that when the Program Oversight Panel is in place for CRP 1.3, there 

needs to be an update of the Board Handbook Terms of Reference to include the governance 

aspects and engagement with the PoP. 


The Board approved 1) the Board Action Plan and 2) when the Program Oversight Panel 

is in place for CRP 1.3, there will be an update to the terms of reference for the BoT and 

the PoP. (Board Action 50-2) 

Agenda Item 6: REPORT OF THE CHAIR AND UPDATE ON THE CGIAR AND 

CONSORTIUM BOARD. 

The Board Chair gave his report to the members. 

12/03/2012 12:43 Agenda 3/Full Board/Nov 2011 2

Ambassador Gautschi commented that the CEO is leaving the Consortium in Montpellier. The 

reasons for his departure were not completely clear, but this is a blow to the initial stages of the 

Consortium. Dr. Hall commented that there were indeed challenges in the establishment of the 

CG Consortium and that the next appointment will be critical. 

Mr. Wenblad asked what could be the possible consequence of this to WorldFish. Dr. Hall 

replied that in his opinion it was an “irritant” rather than mission critical but the situation needs to 

be fixed long term. 

Ambassador Gautschi agreed with Dr. Hall’s conclusion. He commented that it is always sad at 

the beginning when a false start is made, but that this is a chance for a refresh. The issue has 

obviously created a lot of problems, starting with the Consortium staff and as a consequence 

the system is being carried by the Centres at present. 

Mr Wenblad agreed with Ambassador Gautschi. He reiterated that the governance aspects of 

the CRPs need to be given special attention. 

Ambassador Gautschi commented that the Board is responsible if CRP 1.3 should fail. A 

change in mindset is required from projects to a combined program. We need to get good 

representation with partner management and pay attention to money flows. This will represent a 

demanding workload. Ambassador Gautschi said that there is no mention of the CRP in the 

Centre’s proposed KPGs for the next year and that this will need to be discussed. 


The Board notes the report by the Chair and update on the CGIAR and Consortium 

Board. 

Agenda Item 7: SUMMARY REPORT OF THE DIRECTOR GENERAL 

The Director General’s summary report was taken as read. 

Dr. Hall highlighted the positive news on the pipeline. This is a consequence of a long effort to 

get the right products to sell. 

Dr. Hall commented that he is disappointed that we will not make our restricted funding budget 

in 2011 but the overall the positive financial results are encouraging. 

The CRPs have provided a good context for fund raising and we can see this in our committed 

funding levels for 2012. Having a member of the ISPC at Science Week and the way it was 

conducted has resulted in good feedback. Our positioning is about right, and having submitted 

some of the best quality CRP proposals, has set us up well. The implementation of CRPs will 

be the next big challenge. We are ahead of the pack, but thinking through how to deliver and 

staff in key areas is critical. 

Dr. Hall added that we have added leadership capacity. Mr. Bill Downing joined as the program 

manager for CRP 1.3, and Ms. Diane Willis joined as Director of Organisation and People 

Development. 


Dr. Hall also commented that we are making progress in our Marketing Strategy and have 

identified five major strategic elements in the marketing plan. This plan has been worked 

through with the SLT. He also commended the efforts of the Communications and Donor 

Relations Director, Ms. Fiona Chandler on the communications reports and the efforts around 

the new website. 

In summary, as a Centre, we are off the launch pad, hovering in the lower atmosphere and with 

hard work will achieve our objectives over the next 2 to 3 years. 

Dr. Hall invited questions from the board members on his report. 

Ms. Menon commented that she is happy that the pipeline is looking better and that the 

mechanism of handling CRP financials is looking good, but she has 2 questions. 

Firstly, whether Ms. Diane Willis is in SLT, and secondly, as we have not signed the contract 

with Consortium and we have started program, are there any risks? 

Mr. Wenblad commented that mistakes will be made, but focus on delivery will make a good 

impression. Delivery is important. 

Dato’ Sabki added that we should use some of our success stories of the past to support the 

marketing plan. 

Dr. Hall answered Ms. Menon’s concerns. Commencing work on the CRP is in essence not 

risky as long as there is transition funding in process; this funding is not contingent on contract 

signing. Risk is shared across all whole CG. With regards to HR, this is a key appointment and 

is the result of the decision to upgrade our capacity, taken in the SLT. We wanted someone who 

could work through cultural and organisation design issues. This position is a replacement but 

at a higher level. 

Dr. Hall commented on progress with the Stockholm Resilience Centre on SRC Dr. Malcolm 

Beveridge was at the SRC a month ago, there was a good meeting of minds but the work 

required to cement a solid partnership needs to be reviewed. 

With regard to the CRP launch in Bangladesh, we struggled to get the Bangladeshi government 

to commit. Given the timing, and the need to get other centres to agree to the timeframe and 

efforts. It was better to defer. 

Ambassador Gautschi commented that to stage a complex launch needs lots of energy and coordination 

and capacity. We can learn from this and it is wise to pull back. He also agreed that 

Dato’ Sabki’s remark on success stories is a good one. 

Ambassador Gautschi then invited the board members to comment on the marketing plan. 

Ms. Menon commented that this is a good start, and asked who is accountable for this plan. Dr. 

Hall replied that the Director General is accountable with Ms Chandler providing the necessary 

support with other aspects of the plan delegated to the SLT. 

Ms Menon then said that the plan is clearly designed, and it should get into someone’s KPIs. 


Mr. Wenblad commended that this is a good start and a well structure document. “The future of 

fish” is a good idea. He offered his assistance with both marketing initiatives and with the SRC 

should the need arise. 

Dr. Craik commended Dr. Hall on a well presented and beautiful document. Over delivering 

would be an excellent outcome. 

Ms. Menon mentioned that should there be local Malaysian events, she would like to be 

informed so that she can decide if she wants to attend. 

Dr. Hall shared the news with the members that Malaysia is developing an aquaculture zone 

and Dato’ Sabki shared the news article in which he appeared when he was interviewed about 

the setting up of the aquaculture zone. 

Ambassador Gautschi then said that progress had been made in restructuring the marketing 

plan and that every initiative has to be well thought through and analysed. 


The Board notes the summary report of the Director General including the report of 

CGIAR change process. 

Agenda Item 8: MEDIUM TERM FUNDING OUTLOOK 

Mr. Rogers presented this paper as read. 

He commented that in 2011 we will miss the bilateral funding targets with the major reasons 

being that we are still unable to convert projects in Zambia and that there have been delays in 

Bangladesh. Difficulty with the ADB, will again spill over to 2012. 

In the MTFO graph, he pointed out that there is no gap in the funding outlook for 2012. This is a 

major change as it is the first time since he has been at the Centre that we can see where 

income is coming from and with confidence. 

The most important aspect is that over 70% of bilateral funding for 2012 is already contracted. 

More than 80% of total income is secured. He agreed with Dr. Hall’s previous comments that we 

are close to being back on the track we set ourselves two years ago. 

Mr. Rogers invited comments from the Board members. 

Dr. Craik asked 2 questions: 

First, Dr. Craik commented that EU funding is volatile. It may be secure in the short term but 

research funds could be in danger in the longer term. Mr. Rogers replied that the Fund, the main 

conduit for the CRPs, is showing a healthy and growing commitment from donors. But there is 

a longer term risk for bilateral restricted funding. It will come down to the quality of proposals 

submitted and the quality of the projects. 


Secondly Dr. Craik commented that half of projects are less than $100K, and there are many 

small projects. Mr. Rogers replied that this is expected to change as we expect more and more 

multi year large programs in support of the CRPs. 

Mr. Wenblad followed up on Dr. Craik concerns. He believes the EU is uncertain and asked if it 

is a rosy picture beyond 2012. How about 2013/2014, are we being conservative enough in our 

forecast? Mr. Rogers replied that the funding gaps we see are smaller than in the past but that 

critical assessment is still required as we move forward. 

Ms. Menon asked what the definition of secured funds is as applied to 2012 funding. Mr. 

Rogers replied that funding is secured when contracts are signed for bilateral funds. 

Ambassador Gautschi expressed his satisfaction with the pipeline of projects and that it has 

given him confidence looking at the MTFO chart. 2013/2014 is already at a high level compared 

to the past. He commented that 2012 is not the problem, but if there is a large crisis in EU, the 

cut from donors will come in 2013 and beyond. 


The Board notes the Medium Term Funding Outlook. (Board Action 50-3) 

Agenda Item 9: REVIEW AND APPROVAL OF CENTER’S 2012 BUDGET AND 

UPDATE ON CURRENT 2011 FINANCIAL STATUS (D) 

Mr. Rogers presented this paper and it was taken as read. 

Mr. Rogers commented that there will be a surplus in 2011. He proposed that the centre write 

off the OCS expenditure that we have been carrying in Capital WIP. 

Ms. Menon replied that to do this we will need to take a finite decision now whether or not to 

write off OCS expenditure as incurred. The initial policy was to capitalise and depreciate OCS 

expenditure over 5 years. Ms. Menon further said that if the surplus is not big enough to offset 

the OCS expenditure, then we should capitalise the expenditure as previously decided. 

Mr. Rogers replied that in his view expensing expenditure is conservative and is his preferred 

course of action if possible. 

Mr. Rogers continued his presentation. He commented that the only real underlying weakness 

is the pipeline in Zambia. In the 2012 budget we have budgeted for a surplus of $ 400 K, after 

making investment in capacity to deliver the CRPs. This is possible due to the significantly 

increased level of expected income from contracted bilateral projects. 

Mr. Rogers highlighted that the 2012 budget maintained our target of maintaining reserves in 

the 110-120 day range. He pointed out that if budgeted expenditure increased up to $ 30 million, 

we will need to add $ 1.5 million to our reserves to maintain the 120 days level. 

Ambassador Gautschi said that have to manage our surplus and reserves carefully. If there is 

too much surplus we can be accused by donors of not using income for the benefit of our 

mission, we need to account for our expenses conservatively and maintain adequate reserves. 


Dr. Craik had two comments: Firstly, how are we getting the funds for Zambia? Secondly, a 

38% increase in expenses from one year to the next is big. 

Ms. Menon asked whether budgeted expenses are in line with income to be received. She 

asked clarification as to why 80% of our income is contracted. 

Mr. Wenblad is concerned with Zambia, its activities, and why income generation is not 

happening. 

Mr. Rogers commented that the 80% is derived from core income, service charge recovery and 

grants. In terms of the large percentage increase in spending, this reflects the new level of 

activity and there is execution risk if we under spend. The expenditure in Zambia is 

underwritten by CRP restricted funds in support of the Zambian hub, we are now going through 

process to determine appropriate level of funding required. The current indication is that the 

pipeline is not strong for the country. 

Ambassador Gautschi commented on the volatility of the World’s financial position and believes 

that there will be a new crisis in 2 years, the dollar crisis driven by the USA’s increasing national 

deficit. If this is not addressed it will cause more turmoil than today in EU. 

Dr. Dugan reiterated that the critical issue to work through in the budget surrounds identifying 

Zambia as priority. He believes that it is as, 1) the country has important wild fisheries and these 

play an important role 2) there is significant growing demand for aquaculture and 3) Aquatic 

systems are key to solving the challenges the country faces. We face funding challenges 

everywhere in Africa and it is challenging to find finds to support work we want to do there. We 

are opportunistic in seizing this funding. For example, funding in Malawi from SIDA was 

opportunistic, and so is funding in Ghana. There is a current significant funding opportunity from 

USAID via IITA, but again it is opportunistic. 

Ambassador Gautschi agreed that we have been struggling in Zambia for the last few years. 

We have to give it a chance and make it succeed. 

Mr. Wenblad commented on the administration cost of an organisation. If there is downturn, we 

need to maintain a lower level of overhead. 

Mr. Rogers replied that our objective in terms of overhead is to maintain or reduce our 

“overhead” cost. Slight increases in salaries are unavoidable, but we need to find efficiencies to 

offset this. What we should see is a reduction in our overhead percentage as our income 

increases. 

Ambassador Gautschi summarised by saying that the Board approves the budget as presented 

but warned us all about the outlook in two years time. He also restated the policy of maintaining 

the minimum level of reserves at 120 days of expenditure as we move forward. 


The Board approved the Centre’s 2012 Budget and update on current 2011 financial 

status. (Board Action 50-4) 


Agenda Item 10: UPDATE ON 2011 KEY PERFORMANCE GOALS AND REVIEW OF 

PROPOSED 2012 GOALS (D) 

Dr. Hall presented this paper and it was taken as read. 

He commented that there was more green than red for 2011 and that the red is due to the 

centre not meeting the restricted funding goals in 2011. More attention will have to be paid to 

this. 

Ambassador Gautschi invited comments on the 2011 KPGs. 

Dr. Craik was happy to see more green this year. 

Ambassador Gautschi commented that as there is only one red, and look forward to a good 

2012. 

Dr. Hall continued the presentation of the 2012 KPGs. He stated that key to CRP 

implementation will be effective partnership and we need to pay appropriate attention to working 

well with our partners. With regard to project management, we might think again on how to 

achieve concrete milestones and clear timelines when we roll out the CRPs. Dr. Dugan agreed 

that we need to focus on CRP milestones and report back to the Board. 

Dr. Hall also reiterated that there are challenges around gender and gender balance. We have 

to keep working at that. 

Ambassador Gautschi commented that it is really important that there is a measurement of our 

performance in rolling out the CRPs. It is one of the KPGs we need to include. 

Mr. Wenblad said that we need to deliver results and milestones have to measure management 

capacity. 

Dr. Hall agreed that we will bring back to the Board the key milestones on CRP implementation. 

Dr. Dugan said that we need to have separate KPGs on CRP implementation. There are two 

areas to measure. Program implementation milestones for CRP 1.3 and program partnership 

milestones. 

Ms. Menon commented that the KPGs here are very broad, and we need to have accountability, 

and link them to individuals. She asked if we achieve all the KPGs will we meet our budget. 

Mr. Rogers replied that this would be the case. 

Dato’ Sabki asked if there is any KPG linked to the poor. Dr. Hall replied that the consequences 

of achieving the KPG will give transfer benefits to the poor but this will take longer than on an 

annual basis. 


The Board notes the update on 2011 key performance goals and approves the proposed 

2012 goals with the addition of a KPG on CRP implementation. (Board Action 50-5) 


Agenda Item 11: STATUS OF INTERNATIONAL & REGIONAL AGREEMENTS (I) 

Mr Rogers took this paper as read and he presented the status of the International and Regional 

agreements of the centre. He commented that this year, the Zambia Country Office was 

accorded Diplomatic Status by the Government of Zambia within the Diplomatic Immunities and 

Privileges Act. 


The Board takes note of the status of International & Regional agreements. 

Agenda Item 12 : UPDATE ON CRP 1.3 (I) 

a) Report on implementation and plans for 2012 

b) Appointment of POP 

c) Update on Program Implementation Agreement and Letter of 

concerns for CRP 1.3 

Dr. Dugan presented this paper and took it as read. 

Dr. Dugan highlighted that the initial assessment of how well the CRPs have been implemented 

will take place between the end of 2012 and end of 2013. Attention will have to be paid to CRP 

support systems but primarily our ability to deliver and implement will be people dependent. We 

have added the following key capacities. Mr. Bill Downing as the program manager for CRP 

1.3, Boru Douthwaite as principle scientist for PESS in innovation, monitoring and evaluation 

Kevin Kamp will manage the operations of Bangladesh for all the programs and we appoint two 

gender scientists, one at a senior level. 

Dr. Craik commented that with the right people on board half the job is done. 

Dr. Dugan replied that a program manual is being developed and countries and hub managers 

will identify activities, outcomes and related impacts. 

Mr. Wenblad commented on the CRP performance matrix. The document only refers to 

subcontractor’s impact on programs. How will this second document be used? Dr Dugan 

replied that this document emerged as a request of the chair of the Fund in order for them to 

evaluate performance against the PIA. 

Dr. Dugan commented that the Centre has a much better impact assessment capacity, much 

better than in the past. Mr. Wenblad said he is happy with the milestone document. The 

performance matrix is something that we should use internally. Dr. Dugan explained that the 

high level linkage from the program proposal to work and outputs will be refined progressively 

as the initial diagnosis of hubs is completed. Program support proposals will be refined to 

outline the actual outcomes and impacts expected. 

Mr. Wenblad then requested that the Board revisits this in April 2012. 


Ambassador Gautschi reiterated that the Board wants to be informed as to the milestones and 

the track to CRP Implementation and development. 


The Board took note of the update on CRP 1.3 and that the Board wants to be informed 

as to the milestones and to track CRP implementation and development. 

(Board Action 50-6) 

Agenda Item 13: REPORT OF THE DEPUTY DIRECTOR GENERAL 

Dr. Dugan presented this paper and took it as read. 

Dr. Dugan highlighted that the MTP report attached emphasised: One, the increasing 

dimensions of the CRPs reflected in our work. Two, impact assessment – a new approach is 

being discussed with the CSIRO and ACIAR to explore the development of new methods of 

assessing impact. We must have better approaches to this issue. 

The ISPC is in the process of conducting a stripe review of NRM, and it is clear that they will 

recommend that CG invests in impact assessment. We are ahead of the game. Team wants to 

come to Penang for the review. This type of initiative is what is being looked for and we will get 

a positive response. 

MTP 2012-2014, we do not yet have a draft, but will now go through a process to produce in 

time for April 2012’s Board meeting. (for 3 years and not updateable annually). 

Dr. Dugan also stated that progress has been made on the recommendations with regard to the 

AQ CCER review. 

Questions were invited from the board members. 

Dr. Craik asked if we work with ACIAR and CSIRO, what will be different? Dr. Dugan replied 

that he cannot give details. There will be a first six months of preparatory period. Problem to 

address is the need to develop approaches that are relevant to NRM. 

Ambassador Gautschi thanked Dr Dugan for the update and stated that the timing of next MTP 

is good as it will reflect CRP development. 

Dr. Dugan then proceeded to the SAC report. Dr. Dugan commented that management was in 

agreement with recommendations that came out of Science Week from the SAC. 

Ambassador Gautschi commented that this is a positive report but questioned why nutrition is 

missing from CRP 3.7. Dr. Hall commented that it is included in CRP 4. 

Ambassador Gautschi commended that this is a good final document and should be taken on 

board. 


Dr. Hall concluded that we should write a letter to SAC to thank them in person for their advice 

and guidance. 


The Board takes note of the update by the Deputy Director General. 

That the Board takes note that for MTP 2012-2014, we will go through a process to 

produce a draft for April 2012’s Board meeting. (for 3 years and not updateable 

annually). 


That the Board takes note that we should write a letter to SAC to thank them in person 

for their advice and guidance. (Board Action 50-8) 

Agenda Item 14: UPDATE ON WORLDFISH ENGAGEMENT IN ABBASSA (I) 

Dr. Hall presented the paper as read. 

He commented Egypt is included in the portfolio of value chains included in CRP 3.7 which was 

approved. We also had the opportunity (with the good office of our Board Chair) to discuss the 

provision of development grant funds from SDC. This will be used to strengthen strategic 

partnerships with the Egyptian public and private sectors and with CARE, who is our partner in 

developing the full proposal. He is quietly confident that the proposal will be successful. 

Dr. Hall also stated that there will be national dialogue organised by IFPRI on Egypt. 

Egypt is therefore a core country for us as well as for CRP 3.7. 

Dr. Hall then invited comments from the Board members. 

Mr. Wenblad said that last year he was the most critical on our engagement in Abbassa but 

pleased that we are on track. We have to be careful on investment in facilities and it will be good 

to get the private sector involved. 

Dr. Craik said that she was happy with the good outcome. There is a significant increase in 

growth rate of the strain at Abbassa (35%), which is a great improvement, it is a substantive 

gain. 


That the Board takes note and approves the update on WorldFish’s engagement in 

Abbassa and Egypt. 

Agenda Item 15: UPDATE ON ONE CORPORATE SYSTEM & IMPLEMENTATION (I) 


Mr. Rogers presented this paper and took it as read. 

We have made steady progress and are now getting to the meat of implementation. Unit 4, 

Worldfish and IRRI are now working with CIP to review some initial prototypes. It is envisaged 

that we will get the detailed system blue prints by end of the year. 

Although July 2012 is the target implementation date it is unlikely that this will be achieved. The 

complexity of managing a multi Centre implementation is introducing delays as is the capacity of 

the Centre to undertake this work in addition to the other changes that we are making alongside 

the CRP roll-out. A more realistic implementation date is November 2012. 


That the Board takes note of the update on One Corporate System and progress on 

implementation. 

Agenda Item 16a: REPORT OF THE AUDIT COMMITTEE 

The Audit Committee Chair presented the minutes of the Audit Committee meeting and 

recommended the Board take note of and agree to the following: 

The Audit Committee Chair opened the meeting at 15.30 and welcomed Ambassador Gautschi 

(Board Chair) and the other members to the meeting. 

Agenda Item 1. Review and Approval of the Proposed Agenda (D) 

The Committee reviewed and approved the proposed agenda. 

Agenda Item 3 Review and Approval of minutes of the 41st Committee Meetings (D) 

The Committee considered and approved the minutes of the 41 st meeting. 

Agenda Item 4. Business Arising from the Minutes 

Mr. Rogers requested the Board’s approval to accelerate the depreciation of the OCS costs in 2011. 

He explained that current performance is based on a conservative forecast and that there is the 

potential to achieve a better performance if other funding sources should materialize. After brief 

deliberation, approval was granted to accelerate the write off of OCS this year if the Centre has 

sufficient surplus and that we should apply the same policy in future years. 


Agenda Item 5. External Audit Planning Memorandum for 2011 (D) 

The committee considered the Planning Memorandum received from the external auditor. The 

2011 Planning Memorandum lays out the main areas of work to be covered by the external 

auditors relating to the year to 31 December 2011 and how they intend to resource this work. 

This was an update of the memorandum considered at the April meeting. Mr. Rogers informed 

the committee that the update takes into consideration the concerns raised by the Committee on 

strategic risks issues and changing operational environment of CGIAR. 


That the Board approves the updated Audit Planning Memorandum as submitted by 

Grant Thornton for 2011 audit. (Board Action 50-9) 

Agenda Item 6 Internal Auditor’s Report 

Mr. Rogers in his introduction remarked that Committee had previously expressed its concern 

regarding Internal Audit Unit’s (IAU) performance. He further stated that he is now happy to 

state that IAU has been re-organised and that Mr. Blanshard Marke is the newly appointed IAU 

Director. 

Mr. Marke then emphasized to the Committee that his one objective is to ensure that by 31 

December 2011 the WorldFish audit plan will be up-to-date without compromising on quality. He 

stated further that IAU has completed 7 engagements, out of which 4 reports have been issued 

and three are in draft for management response. He also assured the Committee he has 

reviewed all the reports and there no significant issues to be brought to their attention. Also 

three audits for Procurement, Zambia Regional Office and Research Project Management are 

scheduled to be completed by the end of 2011. The Committee noted the improvement in 

service and found the way forward very reassuring. 

The IAU Director requested the Committee’s approval for one change to be made to the 2011 

audit plan, specifically to carry-over the Human Resource audit to 2012. He explained that the 

reason was mainly to allow the newly appointed Director that oversees the function to settle in 

and to offer her the opportunity to provide input into the Terms of Reference (TOR). Also a 

special HR consultant will be utilized for the assignment. Internal Audit has identified the 

implementation of the ERP system and the introduction of new funding mechanism as key risks 

emerging from the CGIAR change management system, Regarding the ERP system, IAU will 

review and satisfy itself that adequate controls are inbuilt in the system and sign off before it 

goes live. It is also working to ensure that appropriate revenue recognition policy is adopted for 

the funding mechanism. IAU may also consider including the management of partner 

relationship that is an inherent risk with funding mechanism in its work plan. 

Mr. Wenblad expressed concerns whether the review of controls by IAU will not unduly delay 

the ERP system implementation. Mr. Rogers explained that there are several Centres involved 

in the implementation and that in itself poses the risk of delay but it also has the advantage of 


inging out consensus and quality. Ambassador Gautschi then sought clarification on how the 

revenue recognition policy will be adopted and for which the IAU Director responded that the 

Consortium has put together a working committee that is developing the policy on revenue 

recognition. 

Mr. Marke informed the Committee that IAU has conducted an external quality review and its 

quality standard was found to be satisfactory. The assessment followed a two stage approach, 

first an IAU’s own assessment which was followed by independent external validation. He 

ended his presentation with a note that IAU will strive to be among the best internal audit 

functions. 

The Chair thanked the IAU Director for his presence at the Board and indicated that the Audit 

Committee is comforted by his report and expressed the hope that the Audit committee would 

have continued good interaction with him. 


The Board approves the proposed change to the 2011 plan and carry-over of HR audit to 

2012. (Board Action 50-10) 

Agenda Item 7. Update in Risk Management Activities (I) 

Mr. Rogers stated that there are three new risks that have emerged from the assessment, 

specifically: compliance with CRP Program Implementation Agreement (PIA), achievement of 

full cost recovery and effective decentralized controls. Other risks that require critical attention 

include the Centre’s capacity and skills set to actually deliver on its programs and how to obtain 

the required cash to pre-finance huge grants that operate on cost reimbursement basis. 

He noted that the Centre will work with the donor partners to understand the difficulty of 

operating on cost reimbursement basis and how to better alleviate cash flow impact on the 

smooth implementation of projects. 

Agenda Item 16b: REPORT OF THE GOVERNANCE COMMITTEE 

The Governance Committee Chair presented the minutes of the Governance Committee 

meeting and recommendations to the Board. 

Agenda Item 2 Review and approval of the proposed agenda 

The Committee reviewed and approved the agenda. 

Agenda Item 3 Review and approval of the 14 th Governance Committee Meeting 

Minutes 

The minutes were reviewed and approved by the Committee with the following changes. 


Agenda Item 7, Establishment of a Program Oversight Panel (POP) for CRP 1.3 page 4, the 

word tri-annual should be replaced with triennial (which means once every three years). 

Recommendation: That the 14 th Governance Committee Meeting minutes be approved with 

the changes made above. 

Agenda Item 4 Matters arising from the Minutes 

There were no matters arising from the Minutes. 

Agenda Item 5 Review membership and Actions to be taken (D) 

5a) Review of board member needs and profile. 

Ambassador Gautschi commented on the terms of reference of the Board of Trustees, it was 

mentioned that since there is no longer a CGIAR secretariat and it has been replaced by the 

Consortium, the term “a minimum of (1) member chosen in consultation with the CGIAR and 

elected by the Board as CGIAR nominee” is no longer relevant. Moreover, it was decided that 

Ms. Menon is a board member at large. 

We will need to amend the terms of reference to reflect the above. We will also need to amend 

the term, a minimum of 3 members at large to 4 members at large elected by the Board. 

The Governance Chair commented that we need to agree the election of Mr. Wenblad as Vice- 

Chair of the Board. It was also agreed that his Vice Chair term will be the same as his 

membership term, which is from January 2012 to December 2012. 

The Governance Chair then proceeded to review the board database. She commented that 

with her leaving at the end of December 2011, Dr. Entsua-Mensah will replace her as board 

member. 

The Governance Chair also informed the committee that Dr. Wakhungu’s term as board 

member is due to expire in June 2012. 

It was expressed that Dr. Wakhungu appeared to be overloaded with her other work 

commitments. The Governance Chair will make a telephone call to Dr. Wakhungu to discuss 

her ability to continue as a member of the Board with her. 

Mr. Wenblad commented that as the WorldFish Center is a small organization and we only have 

2 face to face meetings, it is important for all board members to be active and be able to attend 

board meetings. 

Ambassador Gautschi commented that we have to consider that during the last 2.5 years, Dr. 

Wakhungu has not been consistently participating in board activities. He felt that we should 

ascertain the expected level of her commitment in the future. 

Dato’ Sabki commented that continuity is important. 


The Governance Chair then reiterated that she will call Dr. Wakhungu and report back to the 

Board on the next day. Her response would pave the way for the decision on re-election. 


That the Board approves: 

a) The amendment to the Board of Trustees terms of reference from a minimum of 3 

members at large to 4 members at large elected by the Board and to remove the para on 

CGIAR nominee. ( Board Action 50-11) 

b) The election of Mr. Wenblad to the Vice Chair of the Board with terms from January 

2012 to December 2012, in line with Mr. Wenblad term as Board member. (Board 

Action 50-12) 

c) The re-election of Dr. Wakhungu to be considered in the next Governance Meeting. 


5b) Review of new potential Board Members. 

The Governance Chair discussed the table of potential board member candidates. 

The committee discussed the merits of the potential nominations. It was concluded that further 

research should be done with regard to the three fund raising possibilities put forward by 

Ambassador Gautschi and these together with Dr O’Brien & Dr Pinto will be considered at the 

next meeting. 

Due process for the above nominees will be conducted by Mr. Rogers. 


That the Board approves the selection of the shortlist of board member candidates, and 

that due process will be followed after that. (Board Action 50-14) 

Agenda Item 6 Appointment of the independent members of the Program Oversight 

Panel for the CGIAR Research Program on Aquatic Agricultural Systems. 

The Governance Chair welcomed Dr. Dugan to present this agenda item. 

Dr. Dugan commented that Dr. Hall had sent on behalf of the Board Chair an invitation to CG 

Centers, Donors and SLTs canvassing for candidates for POP for CRP 1.3. 

Conversations were held with some of the candidates on the list, and a final set of 

recommendations was put together, 6 of them, and second choices as well highlighted in 

yellow. 

Dr. Hall also had a one on one conversation with Jo Luck the prospective chair. 

The criteria for the selection was based on science expertise in the developmental context. 

There was also strong gender expertise. 


Mr. Wenblad commended Dr. Dugan for a great job done in assembling the list. His reflection 

was Bangladesh is an important country for this exercise. 

Dr. Dugan advised that in each of the focus country focus, eg. Cambodia and Zambia, there will 

be a program committee. 

Dr. Craik raised the question of having an independent “non aid fraternity” person on the Board. 

Dr. Dugan said that a number of the proposed members were reasonably independent of the 

aid community. 

Ambassador Gautschi commented that management has to feel happy with the selections and 

the Board will trust and support these decisions. 

He realized that this is a long list, and asked why there were 2 Indian nationals and 2 gender 

specialists given the location of CRP work. 

Dr. Dugan replied that in terms of gender it is important that inequality and marginalization in 

communities are addressed. The 2 female candidates will bring strong views and capacity to 

the POP which also has gender balance. 

The proposed POP Chair was considered because she has substantial expertise. 

Ambassador Gautschi supported Dr. Dugan and that his proposal makes sense. 

It is proposed to have the first POP meeting in February 2012 in Penang, followed by another 

one in July. The POP Chair will give an annual report to the Board annually in November. 

Dr. Dugan concluded the presentation by requesting the Governance Chair and other members 

of the committee to think of alternatives during renewals of POP members, which will be very 

welcomed. 


a) That the Governance Committee recommends to the Board to approve the 

appointment of POP members. (Board Action 50-15) 

Agenda Item 7 Evaluation of Board Performance 

Mr. Rogers presented the evaluation of Board Performance. There seem to be no major issues 

raised by the evaluation. It was felt by committee members that greater interaction with the 

Centre’s senior leadership team would be beneficial. 

Board Decisions: 


1) That the Board approves that an external review of the Board of Trustees 

functions be conducted in 2013. (Board Action 50-16) 

2) That the Board notes the results of the evaluation of the Board by Board Members 

and the SLT and that an informal session is held with the SLT at the Penang 

meeting and that appropriate time is set aside within the Board program. 


Agenda item 8 Other Governance Committee matters 

Recommendation for Axel Wenblad to attend next BOP 

The Governance Chair presented the findings on behalf of Dr. Wakhungu. 

Mr. Wenblad commented that he would like to review the context and timing of the BOP before 

he enrols for the program. 


The Board approves the recommendation that Mr. Wenblad attends the next BOP, 

subject to his review of program context and timing of the BOP. 


DG Position 

The Governance Chair drew the Committee’s attention to the DG being in the second half of his 

second term. The Board Chair undertook to have a discussion with the DG in the near future on 

his intentions. 

Agenda Item 17: ELECTIONS OF BOARD MEMBERS (D) CLOSED SESSION 

This agenda item was dealt with under Governance Committee Meeting Agenda 5. 


The Board takes note that this agenda was dealt with under Governance Committee 

meeting Agenda 5. 

Agenda Item 18: MEMBERSHIP & SUCCESSION PLAN FOR POP FOR CRP 1.3 (D) 

CLOSED SESSION 

This agenda item was dealt with under Governance Committee Meeting Agenda 6. 



The Board takes note that this agenda was dealt with under Governance Committee 

meeting Agenda 6. 

Agenda Item 19: EVALUATION OF BOARD PERFORMANCE 

This agenda item was dealt with in the governance committee report Agenda 7. 


The Board takes note that this agenda item was dealt with under Governance Committee 

meeting Agenda 7 

Agenda Item 20: CORPORATE SERVICES REPORT INCORPORATING HUMAN 

RESOURCES REPORT (I) 

Mr. Rogers presented this paper and took it as read. 

Mr. Rogers reported that there had been a rationalisation of the office of the Deputy Director 

General where the MTFO and Grants and Project Management were moved to the office of the 

Director of Corporate Services. This is to enable the DDG to fully focus on CRPs. 

Mr. Wenblad commented that, based on the statistics presented, that the percentage of 

headcount in research should preferably increase. Mr Rogers pointed out that research 

assistants and other employees directly focussed on research and support activities but who are 

not scientists are not currently in the research statistics. If included the number would increase 

significantly. 


That the Board notes the Corporate Services Report incorporating Human Resources 

Report. 

Agenda Item 21: DONOR RELATIONS & COMMUNICATIONS REPORT (I) 

Dr. Hall presented this paper and took it as read. 

Dr. Hall commented that since the arrival of Ms. Chandler we have seen more targeted 

approach on communications and Donor relations activities. We now have a better website and 

messaging. Knowing the psychology of different donors helps to drive marketing behaviour. 

Dr. Craik commended the new website and thought it was good. 


That the Board notes the Donor Relations and Communications Report. 

Agenda Item 22: OTHER BOARD MATTERS 

Agenda Item 22a: Update by Dato’ Sabki on funds for the upkeep of HQ facility 


Mr. Rogers presented this paper and requested Dato’ Sabki to give an update. 

Dato’ Sabki commented that after receiving the Centre’s letter requesting for funds for the 

upkeep of HQ facility, the Department of Fisheries wrote a one off letter to the Cabinet on 15 th 

August, 2010, and that the request was rejected on 19 th August, 2010. On 27 th September, 

2010 an appeal was written requesting for 50 % of the maintenance. Again it was rejected. 

Dato’ Sabki then informed the Board that his department could not get the funds to upkeep the 

HQ facility from the Malaysian Government. He also reiterated that under the host country 

agreement maintenance is the responsibility of the Centre. 

Dr. Hall commented that he wrote to the Malaysian EPU (Economics Planning Unit) cc Dato’ 

Sabki to get the Malaysian government’s support for work on genetics development in the 

region as well as delivering our mandate. Dr. Ismail of the Fisheries Department was extremely 

supportive of this proposal. The EPU liked the concept, and Dr. Hall is now working with Dr. 

Ismail on the concept note for US$ 5 million a year. A full proposal has been requested. 

Nottingham University has established the crops of the future facility in Kuala Lumpur, 

supported by the Malaysian government to the tune of $ 38 million. Discussions are being held 

with the head of the centre. Linkage with this has potential and the new ADB agreement for 

regionally focussed projects will make it easier. The partnership could be focused on genetic 

improvement and feed development. 

Ambassador Gautschi thanked Dato’ Sabki for doing what he could, and asked Dr. Hall to keep 

the Board informed of new initiative. 

Ms. Menon said that Cabinet refusal is common and not reversible. 


That the Board notes the update by Dato’ Sabki on funds for the upkeep of the HQ 

Facility. 

Agenda Item 22b: Update on request for reduced Electricity Tariffs. 

Mr. Rogers informed the board that we not able to get reduced electricity tariffs for the Centre. 

Ms. Menon suggested that we ask consultants who have contracted government work on this, 

or find out from other non profit organisations. 


That the Board notes the update on request for reduced electricity tariffs. 

Agenda Item 22c: Update on project field trip. 

Mr. Rogers presented this paper. 


Agenda Item 23: TIME AND PLACE OF NEXT MEETING (D) 

Mr. Rogers presented this paper. The dates and venues of board meetings up to and including 

the April 2013 meeting were presented and approved. 


The Board approves the timing and place of board meetings. 


Agenda Item 24: OTHER BUSINESS 

There was no other business. 

Agenda Item 29: CLOSING REMARKS 

Ambassador Gautschi was satisfied with the Board Meeting. He could see a rosier picture and 

felt optimism for the future. It is satisfying for the staff, Director General and SLT that the last 2 

to 3 years of effort are starting to bear fruit. 

Ambassador Gautschi thanked the staff, Senior Management and the Board members for their 

good participation. He remarked that he was happy with the content of the contributions and he 

thanked the Board members for the atmosphere. 

Finally, Ambassador Gautschi gave his thanks to Dr. Craik for her invaluable contributions to the 

Board during her six years of mambership. 

The meeting ended at 4-00 pm.

50th Board Meeting - WorldFish Center

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