August 4, 2015 Draft Plan for the transition to the establishment of the CGIAR System Organization Background 1. At its meeting in Bogor, Indonesia, the Fund Council agreed to establish a CGIAR System Organization, including a CGIAR System Council and a CGIAR System Office, building on the existing legal personality of the Consortium.1 In considering how to transition to this new system organization, the Fund Council agreed that: a. the Fund Council Chair should establish a team to: i. prepare a transition plan to achieve the changes and modifications to the system, ii. oversee implementation of the plan, iii. support Fund Council and Consortium Board discussions on the required steps to implement the transition, iv. facilitate communications with Fund Council and Consortium Board in intersessional period between meetings, v. oversee preparation of any amended or new legal and other arrangements necessary to achieve the agreed changes, and vi. prepare a budget proposal for approval by the Fund Council to cover costs of transition; b. the following entities should be invited to nominate staff to work with the transition team, as appropriate: (a) Consortium Office, (b) Fund Office, (c) ISPC, (d) Center DGs group, and (e) Trustee; c. The transition plan should be circulated by end of July 2015, for approval by mail by the Fund Council by September 2015. 2. The transition work will consist of two stages. The first stage will be the preparation of the transition plan and the budget for the work to be carried out during the transition period. The second stage will be the implementation of the transition plan, following approval by the Fund Council of the plan and the budget for the transition costs. 3. The Fund Council Chair requested the options team that prepared the paper, Options for CGIAR Governing Structures and Decision Making, to lead the preparation of the transition plan and the budget for the work to be carried out during the transition period. The Fund Council Chair informed the Fund Council on May 19, 2015, that she had requested the options team to take on this additional task and that she planned during the period in which the plan is being 1 Decisions of the Fund Council on the CGIAR System Organization and on Cross-Cutting Issues and Transition Arrangements are included in Annex 1. 1 developed to recruit a transition team to oversee and manage the implementation of the agreed plan. 4. The Center Directors General (DGs) group, the Consortium Office, the Fund Office, ISPC, the Trustee and the World Bank were invited by the Fund Council Chair to nominate a staff member to serve as the focal point for collaborating with the options team in the preparation of the transition plan. Other colleagues from the system entities with specialized knowledge and skills engaged in the work of preparing the plan. 5. The Fund Council Governance Committee and the Chairs of the Fund Council and the Consortium Board were consulted by the options team during the preparation of the transition plan. Framing the CGIAR System 6. The CGIAR System has a unique role as the world’s leading publicly-funded partnership for research and development for sustainable agri-food systems in developing countries. There is no other research organization that has the capacity in terms of people, partners, infrastructure and a presence on the ground in over 60 countries to work on breakthrough discovery research all the way to integrated delivery to millions of farmers. 7. The CGIAR System convenes partners, brokers research, and mobilizes expertise to understand needs, build capacity, accelerate innovation and achieve impact through long-term collaborative relationships among all partners. It provides knowledge platforms and infrastructure to link CGIAR Centers and programs with national agricultural research and extension systems, advanced research institutes, policy bodies, non-government organizations and private-sector companies. 8. CGIAR research informs global debate on sustainable agri-food systems, from gender issues to issues of food policy, food safety and climate smart agriculture. CGIAR aims to make available key research based information and knowledge to inform the debate through high level policy and advocacy work in global fora, from the United Nations General Assembly and specialized multilateral channels, to key countries and multi-stakeholder platforms. 9. The CGIAR System and its partners have generated multi-location, multi-disciplinary, and long-term data and associated information, which is being made accessible in accordance with an ‘Open Access’ strategy to increase the data and information that is easily and rapidly accessible online. 10. The CGIAR System plays a critical role as a convener and facilitator of major international initiatives especially as the agri-food research agendas of developed and developing countries overlap in areas such as climate change or food safety, or for crops of common interest such as wheat. CGIAR Research Programs, such as the Global Rice Science Partnership or on Climate Change, Agriculture and Food Security, have a leading role in setting the global research agenda in their subject areas. 2 11. The CGIAR System produces public goods (from global to sub-national) through its research and innovations and has a strong track-record in leading and conducting interdisciplinary research that combines biophysical and social sciences to combat poverty, hunger, and environmental degradation in developing countries. Its accomplishments in such areas as plant breeding and genetics, crop, livestock and fish production, natural resource management research and food policy are on par with the world’s leading universities and research institutes. More recently, the system has embarked on new research areas that cut across sectoral boundaries, for example on agriculture and climate change, nutrition and health, or data management. 12. CGIAR holds in trust unique genetic resources for agriculturally significant species of central importance to advancing and sustaining productivity for the world’s smallholders in the 21st century. The role of in situ conservation (in farmers’ fields), alongside the collections held in genebanks, will continue to grow together with data integration. 13. The CGIAR System can develop research capacity of national research institutions in developing countries. Specialized training and opportunities for hands-on research as part of a multidisciplinary team remain one of the CGIAR’s unique advantages. Increasingly, CGIAR’s role will be to empower national partners to take the lead in specific areas of research as they acquire a comparative advantage through capacity development. 14. Achieving and maintaining global food security, improving nutrition, and reducing rural poverty all require increased and targeted agricultural research to be supported by an efficient and effective governance and oversight framework, together with more predictable and sustainable funding. Decisions taken by CGIAR donors in 2015 to bring the CGIAR System under one unified governance structure should provide the framework, incentives and conditions through which the CGIAR System, including its Centers and CRPs, can deliver results. Implementation of the governance reforms will improve coordination, accountability and transparency in decision-making throughout the CGIAR System as a whole. This will also require an agreed and sustainable funding envelope to support the portfolio of CRPs expected to be approved in November 2016. 15. Based on the Fund Council decisions to establish a unified governance structure, the CGIAR System (CGIAR) will comprise: a. an organizational structure, the CGIAR System Organization, that includes a CGIAR System Council and CGIAR System Office, the Independent Science and Partnership Council (ISPC) and the Independent Evaluation Arrangement (IEA); b. a central partnership with CGIAR research centers located in a range of countries around the world, each a legal entity with its own board and constitution; c. other partnerships established to contribute to the achievement of the CGIAR Strategy and Results Framework (SRF); d. a CGIAR Fund that provides funding (W1, W2, W3) and bilateral contributions that contribute to the achievement of the SRF; and e. the CGIAR programs (e.g., CGIAR Research Programs (CRPs), Cross-Cutting Platforms). 3 Governance of the System Principles of Good Governance 16. Governance of the CGIAR System should enable the system’s contributors, centers, programs and partners to foster and engage in the highest quality science for development. In a research environment that is fast moving and competitive, leadership at the governance level should: a. articulate a clear and compelling strategy for a coherent system that prioritizes scientific research with development impacts, especially for the poor; b. encourage innovation, problem solving and initiative; c. mobilize sufficient and predictable resources needed to sustain research over time; d. enable the new CGIAR System Office to attract and retain a diverse pool of highly qualified talent to deliver on planned outcomes; e. assure contributors and stakeholders of the meaningful delivery of global and regional public goods; f. provide for complementary, distinct roles of scientific program monitoring and analysis and independent scientific review to promote feedback and evolution of the system; and g. provide for independent and objective assurance about the design, effectiveness and quality of controls or processes in place to manage the key risks impacting programs and system-wide operations. 17. Effective governance should focus on creating the framework, incentives and conditions through which scientists and partners can achieve results. 18. A key element of the CGIAR’s governance should be a structure that drives and supports partnership. The presence of clear and well-publicized objectives, an alignment at all levels in support of those objectives, and clear incentives for achieving results are critical components of a successful partnership. Governance of the CGIAR should reflect and reward partnership, engendering trust in the value of collaboration. 19. The governance structure should be flexible enough to accommodate partners, dynamic enough to adjust to changing circumstances, nimble enough to provide for efficient and effective decision-making but fixed enough in mission to serve the common goal. 20. The duties, roles and responsibilities of governance include: strategic direction, management oversight, resource mobilization, stakeholder participation, risk management, internal and external audit and evaluation. 21. To assure that it maintains the trust of partners and stakeholders in its work, the governance structure should be attentive to preserving the following characteristics: a. legitimacy: governance and management structures should facilitate the participation and voice of stakeholders; b. accountability: accountability should be defined, accepted, and exercised by all partners; 4 c. fairness: partners should perceive that they are being treated fairly, and partners and participants, similarly situated, should have an opportunity to influence or benefit from the partnership; d. transparency: decision-making, reporting, and evaluation processes should be open and freely available to the general public; e. efficiency: governance and management structures should enhance efficiency in the allocation and use of the resources; f. effectiveness: results in terms of outputs and outcomes should be measured and shared; and g. independence: decision-making and oversight should be unconstrained by conflicts of interest. CGIAR System Council 22. The CGIAR System Council will be the governing body of the system. It will be responsible, among other things, for determining the strategy and policies of the system, including principles for effective partnerships, overseeing fund management and accountability, approving programs and funding, and allocating funding at the level of windows and programs. Management of the System CGIAR System Office 23. The CGIAR System Office should be a strong office with delegated authority to manage the system. The duties, roles and responsibilities of the system office will generally include: supporting the CGIAR System Council, overseeing the development of system strategies and policies, monitoring and reporting on program implementation, and promoting collaboration and coordination across the system, including through the development and facilitation of shared system services, administrative efficiency, learning and performance assessment. Fiduciary and other Assurance Services 24. The World Bank will carry out fiduciary services necessary for the CGIAR System Organization to provide financial oversight of the agreed financing provided through the CGIAR Fund. 25. The internal audit function of the system organization will form part of the overall framework to provide independent and objective assurance about the design, effectiveness and quality of controls and processes in place to manage the key risks impacting CGIAR programs and system-wide operations. Trustee 26. The World Bank will continue to provide financial intermediary trustee services to the CGIAR System Organization. 5 IEA 27. The IEA will continue as an independent unit which supports the CGIAR System Organization in managing and supporting external evaluations which aim to provide accountability, support to decision making, and lessons for improving quality and effectiveness of agricultural research for development outcomes. ISPC 28. The ISPC will continue as an independent, scientific body of the system, and work is ongoing, under the leadership of the ISPC, to prepare proposals to empower the ISPC to play a stronger role in the system with a view to strengthening the capacity of the system to pursue research that is highly strategic, likely to yield significant impact, increases knowledge and maintains the quality of science conducted throughout the system. The ISPC’s proposals will be submitted to the fourteenth meeting of the Fund Council in November 2015 for review and approval. The agreement of the Fund Council on the strengthened role of the ISPC will be taken into account and reflected in the work of the transition. CRP Implementation 29. The lead center of a CRP will be responsible for the programmatic and financial performance of the CRPs. The lead center of a CRP will have direct access to the resources from the CGIAR Fund based on a programming document and funding allocation approved by the CGIAR System Council. It is recognized that the CGIAR centers are independent, non-profit research centers, each operating under the authority of its own board and its own policies and procedures (including common policies currently included in the Common Operational Framework). Each center will be responsible for human resource management, supervision of individual research projects and quality assurance. The CRP process is not intended to take over those responsibilities.2 30. The CGIAR System Office will be responsible for programmatic oversight and monitoring of CRP implementation. To carry out its functions, the office will need to maintain a performance monitoring system. The transition plan Framing the transition plan 31. This transition plan is presented in the context of the CGIAR System’s 2015 approval of its 2016 – 2030 Strategy and Results Framework, being the driving force behind the system’s response to the food security and environmental challenges of the 21st century. 32. The transition plan will be implemented concurrently with the development of the second 2 If other partners were to assume the role of a lead center for a CRP, there would need to be a process to provide assurance that the partners meet required standards and have the capabilities required to assume accountability for the CRP. 6 generation of CRPs, to be implemented across 2017 – 2022, to deliver on mid-term SRF planned outcomes, and there is a firm commitment of all stakeholders to ensure that transition activities are undertaken in a manner that ensures final approval of CRP full proposals by end 2016. 33. As a complete transition requires concerted effort over sufficient time to embed the transition at all levels, and taking care to ensure a smooth and transparent transition and continuity of ongoing research activities (including preparation of the new CRPs), the transition plan is aimed at putting in place the basic elements of the agreed organizational structure while leaving scope for there to be continuous improvements during the first years of the operation of the new system’s key elements, thereby ensuring that the objectives of the transition can be fully met. 34. It is also recognized that there will be benefit to the new system of ensuring that talent in the system is retained throughout the transition and beyond, and that early attention should be given to providing incentives to retain such existing talent. Thus, an interim structure for the new system organization, built on the existing staff within the system, should be put in place to ensure continued support for the system until the Executive Director has sufficient time and experience to propose any potential adjustments. 35. This transition plan does not seek to define, in advance, the roles of the various entities, partners or other stakeholders. These definitions are indeed critical and will evolve during the transition period. However, with so many elements being inter-connected to another, it is prudent to recognize that this plan primarily represents the “how” things will be done and according to which timetable. 36. Implementation of the transition plan is also likely to require the Fund Council to pass a number of transition-specific decisions in addition to documents and decisions already anticipated to be considered by the Fund Council across the transition period, with Consortium Board approvals required in a number of instances. As much of the early transition work involves a diagnosis of the most effective instruments to bring the new system organization into effect, this plan focuses on the timing of the various documents rather than setting out draft meeting agendas of the Fund Council and/or the Consortium Board. 37. As strengthening the partnership is a core goal of the new system organization, the evolving governance structure will be developed with the active engagement of the centers, and the transition team will work with the center DGs and Boards of Trustees to agree on the means to best ensure their active engagement. Goals and objectives of the transition plan 38. The CGIAR System Organization should be established no later than July 2016. The system organization will build upon the human, intellectual and policy assets developed since the earlier reform of the system. Existing system units will be reformed and aligned with the revised 7 structure agreed by the Fund Council with new legal agreements underpinning the new system elements. 39. The first CGIAR System Council meeting should be convened in July 2016. This meeting will primarily be an organizational meeting and the agenda is expected to include: (a) appointment of the Executive Director and (b) other basic rules for the functioning of the CGIAR System Council and the CGIAR System Office. A second meeting of the CGIAR System Council should then be convened in October/November 2016 to approve, among other things, the portfolio of CRPs. 40. Development of a new portfolio of CRPs and current research activities will not be disrupted. A goal is to ensure that funds are raised for the next generation of CRPs and agreement reached on their substantive context by October/November 2016. At FC13, the Fund Council agreed that a multiyear resource mobilization process should be initiated with a view to providing more predictable and sufficient funding for the portfolio of CRPs expected to be approved in November 2016. The Fund Council also agreed to review and approve a detailed resource mobilization plan at FC14. 41. The transition process should be open and consultative. The transition team will need to work with all partners in the system, especially the contributors and the centers, to ensure widespread ownership of the legal and policy framework for the system organization. Areas of work 42. To reach these goals, there will be a number of inter-related areas of work to be carried out leading to the establishment of the CGIAR System Organization. It is recognized that work to be carried out in one area will need to take into account and be timed so as to contribute to other areas. A key task of the transition team will be to align and monitor the streams of work and to orchestrate the activities being developed to be mutually supportive and efficient. 43. The work to be pursued includes (not listed in order of priority) the following. Legal Framework 44. Legal arrangements: A determination will be made as to what governing documents, legal agreements and arrangements and policies need to be put in place to establish the CGIAR System Organization and to make it operational. That determination will be informed by a review of current governing documents, legal agreements and arrangements and policies for the Consortium and the CGIAR Fund to clarify which should be terminated and which could be amended and/or superseded by new agreements to establish the CGIAR System Organization and make it operational. Drafts will be prepared of necessary documents and agreements. Such drafts will be circulated to the appropriate parties for their review. Steps will be undertaken to coordinate the approval and execution of new and amended documents and agreements and the termination of superseded agreements by all necessary parties. Early consultations will be carried out with the French Ministry of Foreign Affairs regarding the legal personality of the system organization and the headquarters agreement. 8 Fiduciary Services 45. Elaboration of fiduciary services to be provided by the World Bank: Work will be undertaken to determine the scope of fiduciary services to be provided by the World Bank to the CGIAR System Organization. A contract to be concluded between the World Bank and the CGIAR System Organization with respect to the provision of such fiduciary services will be prepared. Steps will be taken to obtain the necessary approvals. Governance 46. Establishment of the CGIAR System Council: The Fund Council’s decision on the CGIAR System Organization provides that a CGIAR System Council will be established as the single, new governing body of the CGIAR System Organization. Steps will be taken to organize, beginning in January 2016, consultations among eligible contributors, developing countries, and other constituencies expected to identify the members of the CGIAR System Council so they will be able to agree on constituencies and their representatives to serve on the council in advance of the convening for the first council meeting. Steps will also be taken to develop other aspects of the CGIAR System Council’s organization and rules of procedure to be endorsed by the Fund Council, including establishment of committees such as an audit committee, elaboration of the role of “active observers,”3 and the terms of reference for the Chair and associated budget. Predictable and Sustainable Financing 47. Resource mobilization: The Fund Council agreed at FC13 that a multiyear resource mobilization process should be initiated with a view to providing more predictable and sufficient funding for the portfolio of CRPs expected to be approved in November 2016. In this regard, the Fund Council requested the Fund Office to develop, in consultation with the Trustee, the Consortium Office and the centers, a detailed resource mobilization plan for review and approval by the Fund Council at FC14 and implementation during 2016. 48. Consistent with the Fund Council’s decision at FC13 to initiate a multiyear resource mobilization process with a view to providing more predictable and sufficient funding for the portfolio of CRPs to be approved in November 2016, steps will be taken to implement the plan expected to be approved at FC14 during 2016. 49. Aligning the cycle of resource mobilization and GCARD and the Funders Forum: The Fund Council’s decision on cross-cutting issues and transition arrangements called for the preparation of a proposal to align the cycle and timing for the SRF and the CRPs, with the 3 In its discussions of the paper, Options for CGIAR Governing Structures and Decision-Making, and in taking its decision on the CGIAR System Organization, the Fund Council took into consideration the following description of the role of active observers proposed in the options paper: active observers would have the right to participate in the discussions of the CGIAR System Council and propose agenda items and presentations to be made to the council. In principle, active observers should not be excluded from any deliberations of the CGIAR System Council. The rules of procedure should specify that decision-making should normally take place in open sessions and executive sessions should occur only in extraordinary circumstance. 9 convening of GCARD and the Funders Forum. The proposal is to be considered further at FC14. The goal is to facilitate a process where future GCARD and the Funders Forum meetings contribute effectively and in a timely manner to the development of the system’s strategy and the design of the research programs. Based on the decisions of FC14, proposals will be developed, among other things, regarding the Funders Forum and the relationship of the CGIAR System Council to the Funders Forum. CGIAR System Office 50. Executive Director search: The Fund Council decision on the CGIAR System Organization provides that the organization will be managed by an Executive Director, who will be appointed by, and report to, the CGIAR System Council. A process will be followed that will conclude with the appointment of the Executive Director at the first meeting of the CGIAR System Council, based on the recommendation of up to three candidates by a search committee. A search committee will be established which will be responsible for the search process and recommending candidates for consideration by the CGIAR System Council. The search committee will comprise: the Chair of the Fund Council, the Chair of the Center Boards, the Chair of the Center DGs, a Fund Council Member from an OECD country, and a Fund Council Member from a non-OECD country. The Fund Council members to serve on the Search Committee will be identified by the Fund Council Governance Committee. The search committee will manage the process, provide advice based on current practice in executive searches, and actively solicit names and suggestions of possible candidates. An independent consulting firm will be recruited to assist in identifying and screening applications. The transition team will service the search committee and manage the process to ensure that the agreed milestones are met. 51. Staffing and human resource issues: HR assistance will be sought from the Consortium Office and the World Bank to ensure a smooth transition for staff interested in working in the CGIAR System Office. Consideration will need to be given to the HR policies, including terms of recruitment and service, remuneration and benefits, for the Executive Director and the staff of the CGIAR System Office. Relationship of CGIAR System Organization (council and office) to centers 52. Consultations and proposals will be developed by the centers, in discussion with the transition team, as to how best to structure the partnership and collaboration between the system organization and the centers. Work will also be undertaken to clarify the role of the centers as partners in the new system, and to elaborate upon the status of assets generated through CGIAR funded activities. 53. Relationship of CGIAR System Organization to the global development agenda Proposals will be developed in consultation with the international development organizations currently partnering with the CGIAR system (FAO, IFAD and World Bank) as to how the new system can promote close linkage of the CGIAR research agenda with the global development agenda in food and agriculture. 10 54. The Global Conference on Agricultural Research for Development (GCARD) will continue be a key mechanism for convening a wide range of partners, leveraging knowledge, particularly from among regional and national partners, and accessing stakeholder input in an organized fashion. The convening of GCARD and the Funders Forum will be aligned with the cycle and timing for the SRF and the CRPs to allow GCARD and the Funders Forum in the future to contribute effectively and in a timely manner to the development of the system’s strategy and the design of the research program. Once the system organization is established, GCARD will be jointly managed by the Global Forum on Agricultural Research (GFAR) and the CGIAR System Office. Budget issues 55. As the CGIAR system entities operate on a calendar year, budgets for 2016 will be discussed and approved by the Fund Council during its November 2015 meeting (FC14). Taking into account the transition to the new CGIAR System Organization in July 2016, the following is proposed to ensure that budgets are approved in such a way as to ensure continuity of activities and work programs in 2016. a. For those entities that are expected not to be significantly impacted by the transition and whose responsibilities and work programs will continue on their current trajectory (i.e. IEA and Trustee), such entities should prepare a 2016 budget proposal similar to previous years. b. Recognizing that the ISPC is preparing proposals to empower the ISPC to play a stronger role in the system, the ISPC should prepare two budget proposals for 2016. The first should be the budget required to carry out its current responsibilities and expected 2016 work program associated with its current role. Additional budget required for the strengthening of the ISPC activities should be proposed and considered together with the report of the ISPC Task Force addressing the strengthened role of ISPC that will be considered at FC14. c. The Consortium Office should prepare a 2016 calendar year budget that assumes the continuation of its current responsibilities and work program. Any funds allocated for the 2016 budget that have not been committed by the time of the establishment of the CGIAR System Office would be transferred to the new office. d. The Fund Office should prepare a 2016 budget based on the same level of activity and staff up to June 30, 2016. In addition, the budget would include the costs of convening the first meeting of the CGIAR System Council in July 2016 and additional budget for up to three months after July 1 to allow for completion of activities necessary to close the office. Any funds unused as of September 30, 2016, will be returned to the CGIAR Fund. e. The CGIAR System Office would prepare a budget request for any additional costs expected to be incurred by the CGIAR System Organization in 2016 (over and above any funds transferred to it from the Consortium Office) for approval by the CGIAR System Council once it is established. 11 56. In addition, a budget to finance the additional cost of the transition will be proposed for approval by the Fund Council together with the transition plan. Communications 57. It is expected that existing communications functions currently carried out by the system entities will continue during the transition. Communications activities related to the transition will include: (a) ensuring effective system wide communications regarding the transition and (b) developing a communications plan for the launch of the new system organization, including branding. Communications plans will be developed to ensure both external and internal communications during the transition. 58. Joint meeting of Fund Council and the Consortium Board: It is proposed that a joint meeting of the Fund Council and the Consortium Board be convened, together with the Fund Council meeting in Washington, DC, in November 2015, to review and comment on: a) an approach paper for the legal arrangements, b) a proposal for the scope of fiduciary services to be provided by the World Bank, and c) progress being made in implementing the transition plan. On-going work until July 2016 59. Areas of on-going work which will impact the work of the transition include: (a) the development of the CRPs, (b) the strengthening of ISPC, (c) reporting requirements for on-going activities in 2015 and 2016; (d) Fund Council meetings in November 2015 and April/May, 2016, and (e) Consortium Board meetings until the end of June 2016. The work of the Fund Council and the Consortium Board until the end of June 2016 will include steps necessary to complete their work and to sunset their structures. Timing of work 60. The work to implement each of the areas described above will be interrelated, and a challenge for the transition team will be to ensure that each area of work is developed so as to contribute to a cohesive, unified structure. It is clear that some work has to take precedent in timing over other work, since the latter is dependent on proposals formulated under the former. Consultations 61. The process for transitioning to the CGIAR System Organization should be consultative and transparent and engage all the partners, with particular attention given to engaging the contributors and the centers to be certain of achieving a fully operational partnership. Chairs of the Fund Council and the Consortium Board and the Fund Council Governance Committee will be consulted by the transition team regularly throughout the process for guidance. The transition team will work with the center DGs and Boards of Trustees to agree on the means to best ensure their active engagement. Other groups and entities will be consulted as the work requires, and the team will remain open to providing briefings and information as requested. A communication 12 plan for proactive internal communications will be developed which will build on existing opportunities (meetings, newsletters, other consultations) to provide regular information to all partners in the system. A communication plan for external communications will build on existing channels for external outreach and consultations, such as GFAR. Living Document 62. In approving the transition plan, the Fund Council should recognize that the plan is a living document that is likely to need adjustments as the transition is implemented. Once the transition plan is approved, monthly update reports will be posted on the website to indicate progress that has been achieved and adjustments that have been, or will be, made to the transition plan. Current working assumptions 63. This transition plan has been developed based on the following assumptions: a. The Consortium (Board and Office) will continue to operate with its existing mandate and work program until the CGIAR System Organization is established; b. The Fund Council and Fund Office will continue to operate with their existing mandates and work programs until the CGIAR System Organization is established; c. The legal status of the centers and the authority and roles of the Center Boards for governing the individual centers will not be modified by the establishment of the CGIAR System Organization; d. Resource mobilization efforts will lead to multiyear funding through the CGIAR Fund to support the portfolio of CRPs to be approved in November 2016, and the process for mobilizing such resources will be synchronized with the transition to the system organization. The Fund Council is to consider a detailed resource mobilization plan for review and approval by the Fund Council at FC14. e. Current resource mobilization efforts to mobilize funding through the end of 2016 for the financing of the on-going CRPs will continue. f. Discussions and consultations among eligible contributors and other eligible members of the CGIAR System Council will be organized by the Fund Office and the transition team during the transition period, in consultation with the Consortium Office and potentially in conjunction with discussions on resource mobilization, on the formation of constituencies and representation on the CGIAR System Council; g. Work on human resource issues should seek to ensure as smooth a transition for staff as possible; and 13 h. For purposes of branding, the launch of the new branding should coincide with the launch date of the CGIAR System Organization. Implementation of the Transition Plan 64. As agreed by the Fund Council, following approval of the transition plan and the budget for the costs of transition, the Fund Council Chair will establish a transition team to oversee and manage the implementation of the transition to the establishment of the CGIAR System Organization. 65. The transition team will include the following experts to be recruited for the purpose of managing the implementation: a. b. c. d. e. f. g. Team Lead Change Management Specialist Communications Specialist Governance and Management Specialist HR Specialist Legal Specialist Supporting analysts 66. The transition team will consult regularly throughout the transition process with the Chairs of the Fund Council and the Consortium Board and the Fund Council Governance Committee. Monthly briefings of the Fund Council Governance Committee will be organized to provide an opportunity for the transition team to update the committee on progress being made and to seek feedback and guidance. The centers will also be regularly consulted on the work as it progresses. The transition team will reach out to the centers to agree on how best to consult with them during the process. 67. The Fund Council and the Consortium Board will be kept informed of the transition process, and it is recommended that the two bodies meet jointly in November 2015 to review progress and to endorse documentation that is prepared as part of the transition. Representatives of the centers should also be invited to participate in the joint meeting. 68. Partner entities in the system, including the Center DGs and Board Chairs, the Fund Council Governance Committee, the Consortium Office, the Fund Office, the ISPC and the Trustee, will each nominate a representative/focal point to serve as the main channel for engaging the entities in the transition process. The transition team will organize regular consultations with the focal points to promote a transparent and collaborative process. The transition team and the focal points will hold at least two in-person meetings during the transition process. 69. It is expected that staff in the system entities will engage with the transition team to carry out the activities described in this plan and that the engagement of such staff will minimize the need for additional consultants. Nevertheless, additional consultants could be recruited should special skills be required that are not available through the system partners. 14 Preliminary Calendar Highlighting Major Milestones of the Transition June/July 2015 General: Transition Plan and proposed additional budget to support implementation of the plan developed and sent to Fund Council for approval. Transition team established by the Fund Council Chair. September 2015 General: Fund Council approves Transition Plan and proposed additional budget for transition Legal: Preparation of first draft of legal approach paper describing key documents, legal agreements and policies needed to establish the CGIAR System Organization, and current documents to be reviewed to determine which will be superseded and which may be modified to support new system Fiduciary Services: Proposal for scope of fiduciary services to be provided by World Bank to be developed and any necessary internal preliminary approval required from World Bank to be sought Governance: Legal analysis on status of representatives from centers on CGIAR System Council to be prepared CGIAR System Office: Search Committee to approve a work plan, draft terms of reference for the Executive Director and selection criteria. Search Committee will share the work plan and regular updates with the Fund Council while recognizing the importance of candidate confidentiality. An independent firm to be appointed by the search committee based on a minimum of three proposals. Fund Council to be notified once the firm is selected. Communications: Calendar of CGIAR activities running through the transition period to be prepared Develop communication plans for an effective internal communications to keep partners informed of throughout the transition to be developed October 2015 Governance: Finalize proposed approach paper for legal arrangements Begin to prepare background work for first consultations with eligible contributors and developing countries on CGIAR System Council seats 15 November 2015 Governance: Joint meeting of Consortium Board and Fund Council to be convened to review and comment on: a. legal approach paper b. proposal for scope of fiduciary services to be provided by the World Bank c. progress being made in implementing the transition plan CGIAR System Office: Position for Executive Director advertised and notification of position circulated to partners in the system Communications: Begin to develop communication plans for an effective external communications about transition and launch of CGIAR System Organization (branding guidelines, website) December 2015 Legal: Preparation of initial drafts of legal documents Fiduciary Services: World Bank to circulate initial draft of fiduciary services contract to Fund Council and Consortium Board for review and comment CGIAR System Office: Initial screening by independent search firm of all applications for position of Executive Director meeting criteria/qualifications January 2016 Legal: Initial drafts of legal documents circulated to Fund Council, centers and other appropriate partners for review and comment CGIAR System Office: Initial list of Executive Director applicants meeting qualifications sent to the search committee for views on short listing and suggestions of additional candidates February 2016 Governance, Legal and Fiduciary Services: Meeting to be organized with contributors, developing countries and centers to: a. b. c. review and discuss the drafts of the legal documents, review and discuss draft of fiduciary services contract, carry out initial discussions on CGIAR System Council seats and constituencies. CGIAR System Office: Independent search firm to review any new candidate whose application is solicited by the search committee, taking into account the agreed criteria and qualifications 16 March 2016 Legal: Revised drafts of legal documents, taking into account consultations and other comments received, circulated to Fund Council, centers and other appropriate partners for review and comment Fiduciary Services: World Bank finalizes draft of fiduciary services contract and completes all internal approvals Governance: Communication with active observers on representation at CGIAR System Council meetings CGIAR System Office: Search committee prepares a short list of candidates to be interviewed in a first round April 2016 Fund Council meeting. In conjunction with Fund Council meeting, a meeting of contributors and centers will be organized to endorse: a. Legal: legal documents b. Fiduciary services: Fiduciary services contract Governance: Second round of consultations on CGIAR System Council seats and constituencies will also be organized in conjunction with the Fund Council meeting Legal: After endorsement of legal document, steps will be taken to seek necessary approval CGIAR System Office: Search committee to interview short-listed candidates for Executive Director and solicit further feedback as necessary May 2016 CGIAR System Office: Search committee to consult with Fund Council on candidates under consideration and to undertake second round of interviews, if required. June 2016 Governance: Final agreement on constituencies and seats, and invitation to identify representatives and alternates to the CGIAR System Council CGIAR System Office: Search committee to make recommendations 17 July 2016 Launch of CGIAR System Organization Governance: First meeting of the CGIAR System Council to select Executive Director, approve fiduciary services contract, and other organizational rules and procedures Work to continue on developing operational policies August 2016 Legal: Signing of legal agreements, as required October 2016 Second meeting of CGIAR System Council to approve CRP proposals 18 Preliminary Timeline Highlighting Major Milestones of the Transition 19 20 21 22 Annex: Decisions of the Fund Council on the Establishment of the CGIAR System Organization Decision on the CGIAR System Organization 1. Fund Council members welcome the paper, Options for CGIAR Governing Structures and Decision-Making, which was prepared under the oversight of the Fund Council Governance Committee. The Council agrees that the paper provides a sound analysis of the current barriers to maximizing the effectiveness and efficiency of the system and a good analysis of options for strengthened CGIAR governing structures and decision-making. 2. After reviewing the four options proposed in the paper, the Fund Council agrees to establish a CGIAR System Organization which will be comprised of a CGIAR System Council and a CGIAR System Office, building on the existing legal personality of the Consortium. 3. The Fund Council agrees4 to establish a CGIAR System Council to be the governing body of the organization with the following membership: (a) There will be a manageable number of contributor seats, no more than 15, decided as follows: i. To be eligible for a seat on the Council, a contributor must contribute a weighted minimum of US$10 million to the CGIAR system, to be calculated as follows: a. contributions to Window 1 of the CGIAR Fund will be weighted at three times their nominal amount, b. contributions to Window 2 to the CGIAR Fund will be weighted at twice their nominal amount, c. contributions to Window 3 and bilateral contributions to the system will be counted at their nominal amount.5 ii. All contributors eligible in accordance with paragraph 1 will meet to agree on the distribution of seats and the formation of constituencies, if required. iii. In addition, contributors providing less than US$10 million may seek to join any of the constituencies once they are agreed. iv. The determination of whether a contributor meets the requirement of a minimum contribution to be eligible for a seat and the distribution of seats on the Council will be 4 While the Fund Council approves this decision by consensus, it notes that the decision was not unanimous and the reservation of the representative of India to the decision on paragraphs 3, 5 and 6. Details of the objection of the representative of India are appended to the minutes of the Fund Council meeting. 5 Example of weighted calculation of contribution: Xanadu contributes US$ 3 million to Window 1, US$1 million to Window 2, and US$2 million bilaterally to the system. Xanadu’s weighted contribution will equal 9 for Window 1 (3x3), plus 2 for Window 2 (1x2) plus 2 for its bilateral contribution to the system (1x2), equaling US$13 million. 23 reviewed every 3 years, taking into account the average actual annual contributions made to the system in the preceding 3 years. (b) The representative from the Centers’ DGs and the representative from the Center Boards will be invited to participate on the Council either as active observers due to the legal barriers of some contributors that prevent them from serving on a board with recipients of the funding to be approved by the board, or as full members, recognizing that the Council will need to adopt robust conflict of interest rules. 6 (c) In addition to the contributor seats referred to in sub-paragraph (a) above, there will be an additional 5 seats, with voting rights, for contributors from developing countries, countries hosting CGIAR centers, or developing countries with significant national agricultural systems, recognizing their critical contributions to agricultural research and investments for development. Countries eligible for a seat under this sub-paragraph will meet to agree on the distributions of the seats and the possible formation of constituencies, taking into account balance among the following regions: East Asia and Pacific, Latin America and Caribbean, South Asia, SubSaharan Africa, and West Asia and North Africa. (d) FAO, IFAD, World Bank7, ISPC, IEA, the Trustee, and GFAR will be invited to name active observers to participate in the Council. 4. The World Bank is invited to name a senior manager in a substantive area related to the activities of the CGIAR system to serve as Chair of the CGIAR System Council, recognizing that the World Bank’s engagement in this role will serve as an essential link to the global architecture for agriculture research and investments for development. 5. Decisions of the CGIAR System Council will normally be taken by consensus. If, however, consensus cannot be reached, the Chair may call for a formal vote. 6. Decisions requiring a formal vote will be taken by a double weighted majority, that is, an affirmative vote representing both a [2/3][3/4] majority of the total number of members and a [2/3][3/4] majority of the total weighted contributions to the system. 7. The CGIAR System Office will be established in Montpellier to manage the organization and to provide programmatic oversight of the CRPs. 8. The CGIAR System Organization will contract with the World Bank for the provision of fiduciary services. 6 The Fund Council requests Fund Council members with such barriers to confirm with their capitals that the barriers cannot be overcome, recognizing that the two representatives are not participating as actual recipients but would be expected to participate as representatives of all centers. The Fund Council recalls the experience of other partnerships where countries receiving funds through the partnership do serve on the board of the partnership alongside contributing partners. Should it be confirmed that such barriers can be managed through the conflict of interest rules, the Fund Council agrees that the two center representatives would be full members of the CGIAR System Council. 7 If any of the multilateral organizations were to participate as a contributor member pursuant to paragraph 3(a), such organization would not participate as an active observer. 24 9. The Executive Director of the CGIAR System Office will be appointed by, and report to, the Council, and will be an ex officio member of the Council. The Executive Director will be expected to play an important advocacy role for the CGIAR System. 10. The World Bank will continue to provide trustee services. 11. IEA and ISPC will continue to be hosted at FAO. 25 Decision on Cross-cutting Issues and Transition Arrangements 1. The Fund Council agrees that transition to the new structure, arrangements and procedures should be initiated immediately in order that the agreed changes and modifications will be in place by July 2016 and that the CGIAR System Council will be able to meet to approve the second round of CRPs in 2016. 2. With respect to the cross cutting modifications proposed in the paper, the Fund Council: (a) reconfirms the decision taken at FC12 that ISPC’s responsibilities should be elevated to empower it to take a stronger role in providing scientific guidance on the CGIAR research strategy and priority setting, undertaking foresight analyses and monitoring of quality research, and requests the ISPC to ensure that the task force that has been established to prepare detailed options to strengthen the ISPC, including information on the cost implications, presents its proposals to the Fund Council for review and approval at FC14. The Fund Council agrees that agreed steps to strengthen the ISPC should be implemented as early as possible; (b) supports the proposal to seek to align the cycle and timing for the SRF and the CRPs, with the convening of GCARD and the Funders Forum to allow GCARD and the Funders Forum in the future to contribute effectively and in a timely manner to the development of the system’s strategy and the design of the research programs, and requests the transition team, in collaboration with the Fund Office, the Consortium Office and GFAR, to prepare a proposal to achieve this objective for further consideration at FC14, taking into account the development of the CRPs in 2015-1016 and the resource mobilization plan to be developed for further review by the Fund Council. The Fund Council recognizes that GCARD is a key mechanism for convening partners at a high level, leveraging knowledge, particularly from among regional and national partners, and accessing stakeholder input in an organized fashion. The Fund Council expects that GCARD will continue to be jointly planned by GFAR and the CGIAR systems office; 3. The Fund Council agrees to establish a team to oversee the implementation of the transition to the establishment of the CGIAR System Organization and to support the key stakeholders in planning and managing the transition. The Fund Council agrees that the transition team should regularly consult with the Fund Council Governance Committee throughout the transition process and requests the chair of the FCGC and the leader of the transition team to ensure such consultation. 4. The Fund Council Chair is invited to establish the transition team and to invite the Consortium Office, the Fund Office, the ISPC, the Center DGs group, the Trustee and GFAR to appoint staff members to work, as appropriate, with the transition team. Consultants and other experts may be requested to contribute to the team as necessary to complete its work. 26 5. The key tasks of the transition team will be to: (a) prepare a transition plan to achieve the changes and modifications to the system agreed by the Fund Council and oversee the implementation of the plan, (b) support Fund Council and Consortium Board discussions on the required steps to implement the transition and facilitate communications between meetings of the Council and Board, and (c) oversee preparation of any amended or new legal and other arrangements necessary to achieve the agreed changes. The Fund Office, working under the guidance of the Fund Council Chair and in consultation with the FCGC, is requested to prepare a budget proposal to cover the cost of the transition team and to submit the proposal to the Fund Council for approval through a decision by mail. 6. The team is requested to develop and submit to the Fund Council by the end of July 2015, for its approval by mail by September 2015, a transition plan that outlines decisions to be made, steps to be implemented and the partners to be engaged. 7. The team is requested to provide regular updates to the Fund Council Chair and the FCGC on the implementation of the plan. The Fund Council Chair or the transition team is requested to inform the FCGC, and subsequently the Fund Council and the Consortium Board, of any barriers or challenges that may arise that could jeopardize the timely implementation of the transition plan and to recommend steps to be taken to address any such challenges. 27
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