Board of directors

As the guarantor of the transparency of its operation and good management, this diversity of participants provides Proparco with considerable expertise in strategic oversight and governance, while ensuring its true added value in its approach to financing projects. It also provides opportunities for collaboration and partnerships that will serve to ensure its growth and expand its areas of expertise that contribute to its pro-development mission. The Proparco Board of directors meets four times each year.

Since the opening of its capital 1990, its governance bodies have brought together:

• representatives of the Agence Française de Développement (its majority shareholder);
• representatives of French, African and Latin American public and private companies (financial and industrial);
• representatives of international financial institutions involved in development, and ethical funds;
• representatives of ministries in charge the Economy, Finance and Foreign affairs, as well as a Government Commissioner.

In 2016 and in 2020, Proparco had an independent external firm provide an assessment of its governance, in order to identify potential improvements that were then adopted by the Board of directors. As such, the Appointments committee was given the task of stabilizing the good governance principles involved in the organisation of the Board of directors. As part of this initiative, the Proparco Appointments committee adopted guidelines regarding the balanced composition of the Board of directors.

A proportion of independent directors in order to guarantee the quality of the discussions and appropriate balance of Proparco’s powers

The Appointments committee has set down the criteria for identifying independent directors within the Board of directors, namely predefined criteria consisting of indicators of the director’s independence, that are then used by the Board in order to perform an individual review of each director’s independence, while considering the behaviour of the director in question and notably his active participation in the Board’s efforts and reflections. In application of these criteria, the Appointments committee drafts a list of the independent directors and ensures the adequate presence of these directors within the Board.

The Appointments committee has defined a policy targeting gender parity between men and women within the Board of directors. The objective of the Appointments committee is to eventually bring about equal representation between women and men within the Board of directors, along with intermediate objectives leading to this parity objective:

• 2017: 5 women 31%
• 2018: 6 women 37.5%
• 2020: 7 women 44%

The Appointments committee has prepared a tool for assessing the balanced composition of the Board of directors, that provides a snapshot of the composition of the Proparco Board of directors while accounting for the skills and characteristics of each of its members; and while setting targeted objectives to ensure balanced and diversified representation in accordance with the areas of expertise required for the tasks performed by the Board of directors.