61st BOD Minutes _Fiji_ by stariya


									                          MINUTES OF THE
                   61 BOARD OF DIRECTORS MEETINGS
                       Frangipani Room, Sheraton Fiji Resort,
                                     Nadi, Fiji
                                 May 10 & 11, 2005

Members Present:

Amb. Jesus P. Tambunting, Planters Development Bank, Presiding Chair
Mr. Falefa Lima, Development Bank of Samoa, Vice Chair
Mr. Zaigham Mahmood Rizvi, House Building Finance Corporation, Vice Chair
Mr. Tukana Bovoro, Fiji Development Bank (Host)
Mr. Md. Noor Yusoff, Bank Industry & Teknologi Malaysia Berhad
Mr. Kraithip Krairiksh, Thai Military Bank Public Co., Ltd.
Mr. Nihal Fonseka, DFCC Bank
Mr. Siilegmaa Monhbat, Trade and Development Bank of Mongolia
Mr. Nawang Gyetse, Bhutan Development Finance Corporation
Mr. Le Dao Nguyen, Bank for Investment & Development of Vietnam
Mr. Mitsuaki Tanno, Executive Director, Development Bank of Japan,
representing Mr. Takeshi Komura
Mr. Liu Wenfang, China Development Bank, representing Mr. Chen Yuan
Mr. Askar Aspandiyarov, Development Bank of Kazakhstan, representing Mr.
Kambar Shalgimbayev
Messrs. Ulugbek Yarkinovich Mukamedov and Otabek Telmanovich Anvarov,
National Bank of Uzbekistan representing Mr. Shukhrat M. Tashmuradov
Mr. Octavio B. Peralta, Secretary General

Others Present:

Mr. Eishi Yasunaga, Development Bank of Japan
Mr. Nobuo Hirohata, Development Bank of Japan
Mr. Wang Bingcai, China Development Bank
Mr. Ngo Duy Chinh, Bank for Investment & Development of Vietnam
Ms. Tran Thi Thanh Mai, Bank for Investment & Development of Vietnam

Members Absent:

Mr. Taci Bayhan, Development Bank of Turkey, Vice Chair
Mr. Ji-Chang Yoo, Korea Development Bank
Mr. V.P. Shetty, IDBI, Ltd.
Mr. B. K. Man Singh, Nepal Industrial Development Corporation
Mr. Mohammad Reza Soltankhah Bidokhti, Bank of Industry and Mine

Note: Those who were absent sent their regrets for their inability to attend the Board Meeting.

The Minutes:

       The 61st Board Meeting consisted of two sessions – Session I was a
board retreat cum brainstorming workshop that was held on May l0, 2005 to map
out strategies and directions of the Association in furtherance of the resolutions
made during the Almaty Board Meeting in May 2004. This session also afforded
the Board to know more about association governance from Dr. John D. Sullivan,
Executive Director of CIPE. On the other hand, Session II was held the following
day on May 11, 2005 to cover Association operational matters.

                           Session I - Board Retreat

   1. The meeting started at 9:00 a.m. with the Secretary General running
      through the program agenda for the session and then introducing the
      Chairman, Ambassador Tambunting, who then called the meeting in

   2. The Chairman explained the rationale for the Board retreat and the
      conduct of the session. He said that the Board retreat held last year in
      Almaty was an affirmation of the Board‟s commitment to be more active in
      the governance of the Association. During the Almaty retreat, the Board
      crafted a new mission statement for ADFIAP. This session in Nadi was for
      the Board to provide guidance to the Secretariat in fulfillment of the new
      mission and that of the 5-year Strategic Plan of the Association approved
      by the Board in its 60th meeting in Kuala Lumpur on August 9, 2004.

   3. The Chairman, noting new faces in attendance of this Board meeting,
      requested each one to introduce themselves. After which, he then
      requested the Secretary General to briefly refresh the Board of the
      provisions of the 5-year Strategic Plan for the benefit of those who were
      not present at the Kuala Lumpur meeting.

   4. The Secretary General then presented by Powerpoint the five strategic
      directions of the Association, namely, (1) membership development (2)
      policy development & advocacy (3) resource development & innovation (4)
      human capital development, professional standards and education and (5)
      support of ADFIAP-affiliated national and sub-regional DFI associations
      and counterpart regional associations worldwide. He elaborated on these
      directions and requested the Board to take a look at the handbook that
      was published by the Secretariat detailing the Strategic Plan.

   5. After his brief presentation, the Secretary General then introduced and
      thanked Dr. John Sullivan, Executive Director of CIPE, for agreeing to
      facilitate again the session. (Note: Dr. Sullivan also facilitated the Board
      retreat in Almaty last May, 2004).

   6. Dr. Sullivan explained the objectives of the session which included (a)
      familiarization of the Board on new governance issues and trends of non-
      profit organizations in other countries, particularly those in the U.S. and to
      relate these in the context of ADFIAP as well as (b) to generate ideas and
      put into place initiatives that are relevant and beneficial to ADFIAP.

   7. After Dr. Sullivan‟s talk, the Board was divided into four groups, along the
      lines of the Strategic Plan and which formed the basis for the creation of
      four new committees that Board approved during this session. The four
      committees are (please see Annex A for members of the committees):

                Membership Committee
                Policy Development & Advocacy Committee
                Finance & Resource Committee
                Training Committee

   8. After lunch, the respective committees then grouped each other and
      discussed within their respective committees, the following three tasks:

                Define ADFIAP, i.e., its identity, by crafting a short, easily
                 remembered phrase (“bumper sticker”) that exemplifies what
                 ADFIAP is.
                Define the name and function (charter) of their own committee.
                Formulate and set plans & directions for their own committee.

   9. After the discussions, the designated rapporteurs of each committee made
      their presentations. Details of the presentations are shown in Annex B.

   10. After the presentations, the Board requested the Secretariat to document
      the discussions and thanked Dr. Sullivan for his invaluable services to the
      Association. Having completed the agenda, the Board adjourned at 3:00

                      Session II - Board Meeting Proper

The Board Meeting started at 9:10 a.m. in the same room as the first Board
session above.

   1. The Chairman, Amb. Tambunting, called the meeting in order and thanked
      everyone who were present. He also thanked the Fiji Development Bank
      by Mr. Tukana Bovoro for hosting the event.

   2. The Chairman then requested the Board to review the minutes of the 60 th
      meeting held in Kuala Lumpur on August 9, 2004 and to set the motion for
      its approval.

3. Mr. Monhbat, in his approving vote for the minutes, took the opportunity to
   commend the Secretariat in Manila for the preparation of the Association‟s
   strategic plan and its ultimate approval. He mentioned that although it is a
   long-term plan in the context of a fast-changing world, there is now a focus
   on where the Association is heading.

4. Mr. Rizvi, also in his approving vote for the minutes, seconded Mr.
   Monhbat‟s compliment of the Secretariat and suggested that the
   Secretariat‟s efforts be fully acknowledged in a proper forum.

5. Having found the minutes of the said last Board meeting in order, the
   Board approved for its adoption. The Chairman then gave the Secretary
   General the chance to respond to the generous comments of the Board on
   the achievement of the Secretariat.

6. The Secretary General thanked the Board for its commendations and vote
   of confidence for the Secretariat. He mentioned that it was a team effort
   and acknowledged Mr. Peña for allowing him early on to learn the “ropes”
   of Association management. He looked forward to the Board‟s guidance,
   now that the strategic plan has been put into motion.

7. The Chairman then called upon Secretary General again to render his
   report to the Board for the period covering September 30, 2003 to May 15,

8. The Secretary General first explained to the Board the composition of his
   report which consisted of three parts: Part I: ROUTINE – matters for
   information/update of the Board, i.e., those approved earlier by the Board
   and are reported as a standard operating procedure. Part II: CONSENT –
   matters for approval by the Board, i.e., those requiring Board action to
   implement in the short term. Part III: STRATEGIC – matters for approval
   by the Board, i.e., those with long-term impact to the Association. He then
   proceeded with his report in this sequential order.

9. Matters arising from the discussions of the Board under Part I were as

      On membership matters:

       a) The Chairman mentioned that in view of consolidation in the
          financial sector in many countries, ADFIAP suffered a decline in
          membership over the years. However, because of a renewed
          interest in development finance, other financial institutions (like
          SME banks, housing banks, microfinance institutions, etc) have
          emerged and this can be an opportunity for ADFIAP to expand its
          membership. He also commended Mr. Rizvi for actively recruiting

       members in Pakistan, which now has the most number of members
       in ADFIAP.

    b) The Board requested the Secretariat to review the existing
       categories of membership and to recommend changes, including
       the Ordinary Member category (voting), which has A, B, and C
       categories, with C having the biggest asset base when it should be
       the other way around.

   On training & credentialing programs

    a) The Board noted the following training programs of ADFIAP:

       o The “DFIs for Corporate Governance” Program
       o The “Greening of DFIs” Program
       o The Asia-Pacific Seminar on SME Financing

    b) The Board noted ADFIAP‟s credentialing program which consists of
       Level 1 (entry level staff); Level 2 (mid-level officer) and Level 3 (for
       CEOs & deputies). The following were the suggestions/comments
       of the Board:

       o Mr. Rizvi suggested to look into the possibility of e-enabled
         courses, especially for Levels 1 and 2 of the credentialing
         program, to supplement long-term face-to-face training events.
         Mr. Bovoro supported Mr. Rizvi‟s idea and mentioned his
         experience with the American Bankers Association which had
         been successful in its e-training courses.

       o Mr. Fonseka suggested that for Level 3, the main consideration
         should be the candidate‟s contribution to development banking
         rather than to focus on his educational degrees.

       o Mr. Bovoro complemented Mr. Fonseka‟s view and mentioned
         that the CEO‟s number of years experience and the contribution
         to the organization and to the society should be mainly

       o Mr. Rizvi seconded the idea of the Secretary General to
         consider the idea of franchising the courses under the
         credentialing program to reputable institutes in the country to
         allow for longer periods of training. Mr. Bovoro who is also
         considering the franchising concept cautioned that for ADFIAP
         to do this, it must make sure that the ownership and the course
         content and standard will be ADFIAP‟s main responsibility.

       o Mr. Yusoff recalled his executive training background by
         attending over 25 years ago the ADFIAP-World Bank-UNDP
         Executive Development Program (EDP) in Manila, a program
         (for Level 2) that he said ADFIM is intending to conduct in
         Malaysia for young banking executives in September.

Wrapping up the discussions on the credentialing program, the Chairman
thanked and agreed with the inputs of the Board and mentioned that the
following will be the direction that the Secretariat will track – the first thing
is to develop a “solid” program, then formulate an accreditation (in lieu of
the term, „franchising‟) criteria and ultimately start accrediting local
learning institutes to run the program. In this way, ADFIAP will have the
flexibility while members will stay in-country and save on travel cost.

   On information programs

    a) The Board noted the following print and web-based information
       products & services of the Association:

           o 2004 Annual Report
           o Journal of Development Finance
           o Newsletter
           o Chief Executive Memogenda
           o Greenbank
           o Governance
           o ADFIAP website: www.adfiap.org
           o Annual Meetings Website
           o E-Newsletter

    b) Mr. Rizvi informed the Board of the experiences of the Pakistan
       Bankers Association (PBA) which came out with a Bankers Digest
       publication for sale as well as the Mutual Fund Association of
       Pakistan that provided capital market information for a fee, ideas
       that ADFIAP may find useful in its quest for new revenue sources.
       He also mentioned that the Secretariat may wish to consider
       „consolidating‟ its many publications (which normally ends at the
       CEO desk only) and come up with a similar publication like the
       Bankers Digest.

   On grants and projects

a) The Board noted the following grant proposals & projects made by the

    o EU-Asia Pro Eco Programme I on Environmental Governance
      Standards for DFIs in Asia
    o EU Small Project Facility on Multisectoral Corporate Governance
    o EU-Asia Pro Eco Programme II on Partnerships for Poverty
      Reduction & Urban Environment Improvements: Development
      Finance Institutions as Intermediaries for Local Urban Policy
    o CIPE Grant on Compliance Officership in Asia-Pacific DFIs
    o Germany‟s InWEnt Grant on Strategies for Sustainable Finance
      and SME Finance Symposium

b) Mr. Rizvi again complimented the Secretariat and the Chairman for
   securing these grants, which to the Chairman‟s mind, also enhances
   the image of the Association. Mr. Rizvi also suggested to get a grant
   for a research paper and perhaps a forum on “Affordable Housing: The
   Role of DFIs” which he will be willing to support in terms of preparing
   for a grant proposal. The Chairman supported the idea and mentioned
   that providing for low-cost housing is really development finance and
   that ADFIAP will make the topic an added feature in annual meetings.

   On international partnerships

a) The Board acknowledged the following international partnerships that
   ADFIAP has at present:

    o   International Trade Centre UNCTAD/WTO (ITC); Switzerland
    o   Center for International Private Enterprise (CIPE); U.S.A.
    o   Illinois State University; U.S.A.
    o   Capacity Building International (InWEnt); Germany
    o   GTZ; Germany
    o   Association for Overseas Technical Scholarship (AOTS); Japan
    o   Association for Sustainable & Responsible Investment (ASrIA);
        Hong Kong, China
    o   Association of Development Finance Institutions in Member-
        Countries of the Islamic Development Bank (ADFIMI); Turkey
    o   Association of Latin American DFIs (ALIDE); Peru
    o   European Development Finance Institutions (EDFI), Belgium
    o   United Nations Environment Programme; Switzerland
    o   Wuppertal Institute for Climate Change, Environment & Renewable
        Energy; Germany
    o   University of Leeds; U.K.
    o   Community Development Finance Association (CDFA); U.K.

    o Asia Pacific Roundtable for Sustainable Consumption & Production;
       Philippines (APRSCP)
   On Secretariat matters

a) The board took note of the following with regards to Secretariat

    o The restructuring of the Secretariat according to result expectations
      rather than administrative functions, as follows:

          -       Membership
          -       Programs
          -       Grants & Projects
          -       Finance & Administration

    o The performance of the Secretariat based on KPIs as mandated by
      the approved business plan:

          -       4 new members (out of 10)
          -       Service fees 1 of US$ 1,200 (out of $ 7,000)
          -       Grant money totaling US$ 45,000 (vs. $ 36,000)
          -       Office rental 2 of US$ 2,200 (from US$2,200)
          -       Savings of US$ 6,100 3 (vs. US$6,000)
                Training fees, sale of publications, sponsorship, etc.
                Lease of rentable office space in headquarters.
                Savings from electricity cost, water & condominium dues.

   On financial matters

a) The Board noted the interim financial report of the Association (as of
   April 15, 2005) with the following highlights:

    o Cash Position: US$151,493.73
    o Cash Flow Balance: + US$171,315.00
    o Membership Dues Collection
          o Total Annual Collectibles: US$232,960 (100%)
          o Monthly Collection: US$116,800.00 (50%)
    o Aging of Receivables: Balance (after write-off): US$26,400 (2-yr.
      arrears write-off policy)

On membership dues receivables and their corresponding collection, The
Board suggested the following measures:

    o Personally appeal to non/late-paying members during the General
      Assembly meeting

      o Suspend immediately the voting right of member

      o Suspend the member‟s right to attend conferences and training

   The Chairman directed the Secretariat to exert all efforts to collect
   membership dues and allow write-offs only when there is no possibility for
   delinquent dues to be collected, especially for those who have resigned as
   members for quite some time. In this regard, the Board requested the
   Secretariat to:

       o prepare an account of those which have to be written off and those
         that can still be collected.
       o undertake regular, periodic review of asset sizes of members, it
         being the basis of annual membership dues that are to be paid by

   b) The Board also noted the schedules on budget vs. actual expenditures
   covering the same period as well as the audited financial statements of
   the Association ending December 31, 2004.

10. Matters arising from the discussions of the Board under Part II (Consent
    Part) were as follows:

      a) The Board accepted the gracious offer of the Bank for Investment &
         Development of Vietnam (BIDV) represented by Mr. Le Dao
         Nguyen, to host the second Board Meeting of the year in Hanoi
         from September 8 & 9, 2005.

      b) The Board approved the granting of Honorary Membership to Mr.
         Orlando P. Peña, ADFIAP founding Secretary General and Dr.
         John D. Sullivan, Executive Director of CIPE, for their outstanding
         services to the Association.

      c) In line with Article 9.1 of the ADFIAP Constitution providing for
         Board representation of “not more than 30 members”, the Board
         approved the inclusion of Rural Development Bank (RDB) of
         Cambodia as the 21st member of the Board.

11. Matters arising from the discussions of the Board under Part III
    (Strategic Part) were as follows:

      a) On the proposal of the Secretariat to add three new categories of
         membership, i.e., sustaining member, sponsorship member and
         individual member, the Board requested the Secretariat to review

         the existing membership categories and make recommendations in
         the next Board meeting.

      b) On the SME Finance Initiative concept paper submitted by the
         Secretariat, the Board approved the setting into motion its

12. Upon completing the agenda at hand, the Chairman adjourned the
    meeting at 12:30 p.m. and thanked once again the host, Fiji
    Development Bank represented by its CEO, Mr. Tukana Bovoro, and Fiji
    National Provident fund, for graciously hosting the Board meeting in
    Nadi, Fiji.

                                                 Prepared by:

                                                 OCTAVIO B. PERALTA
                                                 Secretary General

                                                                      Annex A



  a.   Falefa Lima – Chair (Dev‟t Bank of Samoa)
  b.   Taci Bayhan – Member (Dev‟t Bank of Turkey)
  c.   Le Dao Nguyen – Member (Bank for Investment & Dev‟t)
  d.   Bal Krishna Man Singh – Member (Nepal Industrial Dev‟t Bank)
  e.   Kambar Shalgimbayev – Member (Dev‟t Bank of Kazakhstan)


  a.   Zaigham Mahmood Rizvi – Chair (House Building Finance Corp)
  b.   Subhak Sirawaksa– Member (TMB Bank Public Co. Ltd.)
  c.   Chen Yuan – Member (China Development Bank)
  d.   Mohamad Reza Soltankhah – Member (Bank of Industry & Mine)
  e.   Shukhrat Tashmuradov – Member (National Bank of Uzbekistan)


  a. Dato‟ Md Noor Mohammad Yusoff – Chair (Bank Industri & Teknologi
     Malaysia Berhad)
  b. Nawang Gyetse – Member (Bhutan Dev‟t Finance Corp.)
  c. Siilegmaa Mohnbat – Member (Trade & Dev‟t Bank of Mongolia)
  d. V. Shetty – Member (Industrial Dev‟t Bank of India)
  e. Son Koun Thor – Member (Rural Dev‟t Bank of Cambodia)


  a.   Nihal Fonseka – Chair (DFCC Bank)
  b.   Tukana Bovoro – Member (Fiji Dev‟t Bank)
  c.   Eishi Yasunaga – Member (Dev‟t Bank of Japan)
  d.   Ji-Chang Yoo – Member (Korea Dev‟t Bank)

                                                                      Annex B


                        MEMBERSHIP COMMITTEE

      -    China Development Bank
      -    TMB Bank
      -    National Bank of Uzbekistan (NBU)
      -    House Building Finance Corporation (HBFC)

                Rapporteur: Mr. Zaigham Mahmood Rizvi

Suggested „bumper sticker‟: ADFIAP – YOUR PARTNER IN DEVELOPMENT

-    Increase the scope of eligibility for membership – in view of broadened
     scope of ADFIAP – New Vision.
-    Development finance – a dynamic not a static phenomenon
-    Financial institutions involved in long-term asset-backed financing.
-    Directly and/or indirectly involved in the asset creation/development
-    Creation of ADFIAP „Advisory Board‟
-    Revisit mission every 3 years

Name of the Committee

-    Membership Strengthening Program
-    Networking Enhancement Committee
-    Scope and Support Enhancement Committee
-    Membership Strengthening Committee
-    Scope of Assets from Conventional – manufacturing/service to new assets
     like IT, Infrastructure, housing and real-estate.

-    FI‟s –
     (1)     First year membership free?
     (2)     Year-long continuous and programmed interaction assuring
             participation of senior and middle level management (apart from
-    From development financing role to a role in development phenomenon
-    Institutional and Individual membership.
-    Mission statement should be dynamic.
-    Should respond to emerging needs of its members
-    Continuous and programmed year around interaction between
     -       Members to ADFIAP
     -       Members to Members

-     Responsibility and goal of DFI: “Socially Responsible and Commercially
-     Add more geographical areas – like Middle East or at least Gulf region.
-     China – 3 policy banks, regional banks.
-     Official Invitation Joint – local (Bank and ADFIAP).
-     Senior level delegates visit to a country to follow initial presentation
-     E- enabled training and certification program.
-     Publicity and promotion for ADFIAP
-     Assist member-to-member/ADFIAP-to-member contact



      -    Development Bank of Japan
      -    Fiji Development Bank
      -    DFCC Bank

                       Rapporteur: Mr. Tukana Bovoro


                   to identify barriers to achieving ADFIAP‟s mission.
                   to identify issues challenging DFI‟s now
                   to re-establish DFI‟s role as partners in progress.
                   to suggest solutions to overcome above issues.
                   to introduce mentor institution.
                   secretariat and mentor institution to join strategies in specific

Delivering value to members

●     HR Development
●     Relevance of DFI‟s

●      Dependence on external funding.
●      Funding tied to agendas rather than DFI needs.
●      Very diverse size in members.
●      Different op. environment and models.
●      Language and geography.
●      Narrow membership criteria.

●          Communication between ADFIAP and members to be wider based


- Planters Development Bank
- Development Bank of Samoa
- Bank for Investment & Development of Vietnam
- Development Bank of Kazakhstan

Rapporteurs: Ms. Mai and Mr. Falefa Lima

     1.          Existing Sources

           ●        Fees – increased by 20% in2005
           ●        Lease – ⅓ office space in Manila headquarters
           ●        Program management
                    -     more fees
                    -     USD 40,000 budget surplus

2.         Proposed program to raise funds

           (a)      Lease additional ⅓ of existing office space
           (b)      Membership fee increase by 20% in 2005

Need to raise more funds

- to do more programs
        -     training
        -     workshops
        -     source to attract counterpart funding

Proposed fundraising programs

     (a)         Lease ⅓ of existing office space to generate additional US$6,000 per

     (b)         Setting up of a “TRUST FUND” like the ADFIP „model‟ which has
                 raised Fiji Dollar 1.0 million in 10 years (now worth F$ 1.2 million)


●          definition of “development banking” now broader
●          role of private development banks be emphasized/stressed or
●          role of ADFIAP as a knowledge resource centre (development finance).

●     centre to benefit members.
●     advocacy role

CHANGE ADFIAP NAME: DROP letter “D” in the word ADFIAP



- Bank Industri & Teknologi Malaysia Berhad
- Trade & Development Bank of Mongolia
- Bhutan Development Finance Corporation

Rapporteur: Dato‟ Mohd. Noor Yusoff

1)    WHO ARE WE?         (“BUMPER STICKER”)

      -    “Experience, Challenger, Spirit of Development”.
      -    “Innovations or Development”.
      -    “Development for Gross Happiness”.
      -    “Think Development, think ADFIAP”.


              -   Assist Secretariat to assess the HRD needs and possibilities of
                  ADFIAP members.
              -   Assist the Secretariat to develop HRD strategies and policies.
              -   To supervise and monitor the performance of training unit
                  namely, Institute of Development Finance of ADFIAP.
              -   Assist Secretariat for fundraising and other TAs for HRD.
              -   Assist Secretariat to develop standards for the credentialing
              -   Recommend the approval of the HRD budget to Board
              -   Look after „welfare‟ of Secretariat

      Composition of Members:

              -      Chairman
              -      Vice Chairman
              -      3 members
              -      Secretary: ADFIAP Secretariat

3)    FREQUENCY MEETING: Twice a year.

4)    APPROVING AUTHORITY: Training expenses within budget.

5)    Quorum – 3 members.

Plans & Directions (2005)

(1)   To assist Secretariat to complete the calendar of training activities.
      -     e.g. CEO Forum
      -     AOTS Program
      -     Corporate Governance
      -     Environmental Governance for DFIs.

(2)   To assist Secretariat to prepare working paper for HRD for multilateral
      institutions‟ consideration.

(3)   To approach multilateral institutions e.g. World Bank, ADB, IMF, for
      funding and TA for HRD.


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