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DRAFTGCF Governance PolicyFor Consideration by GCF MembersAugust 10, 2011I. IntroductionThe GCF’s 2009-2010 Joint Action Plan establishes the objectives of the GCF and contains three pagesfocused on GCF Composition, Governance, and Responsibilities. 1 At the 4 th GCF Meeting in Santarém, Paráin September 2010, the GCF devoted a full day to the in depth discussion of these and other issues, seekingto gauge member input on, and concerns about, the GCF’s objectives, structure, roles and responsibilities,and governance procedures. 2 The procedures used for the Santarém session and all of the input receivedfrom members that day are available in Appendix 1 to this document, which formed the basis for thisProposed GCF Governance Policy.In Santarém, the members determined that the GCF Secretariat, in coordination with an ad-hoc group ofseven volunteer GCF representatives, 3 would develop a draft Governance Policy to supplement the JointAction Plan provisions on Composition, Governance, and Responsibilities. The GCF members identified thefollowing priority issues for coverage in the Governance Policy (in order of importance to the members):1. General governance2. Decision making policy3. Membership policy4. Technical/advisory body procedures5. Meeting proceduresA stakeholder involvement policy and a fundraising strategy were also identified as important, but Task 4finalized a GCF Stakeholder Involvement Policy separately, 4 and a fundraising strategy is focused in 2011 onthe development of a GCF Fund as part of of Task 2 (Financing Opportunities) responsibilities.The Secretariat submits this proposed document for review by the remaining members of the ad-hoc groupnoted above, the Country Coordinators in Brazil and Indonesia for discussion among those states andprovinces, and to the GCF members in the U.S., Mexico, and Nigeria directly. Please send all edits,suggestions, and other comments to julie.teel@colorado.edu by Friday August 26, 2011. A revisedGovernance Document will be available for approval by the GCF at the Annual Meeting in CentralKalimantan, Indonesia.All guidance from the Joint Action Plan is specifically noted where relevant. If not specifically noted, the textbelow represents new recommendations and requirements.1 GCF Joint Action Plan (August 2009), at 8-10, available at http://www.gcftaskforce.org/documents/GCTF-1000-2009-031.pdf.2 The process was facilitated by Luis Meneses (former GCF consultant) and Paul DeLong (former GCF representativefrom the State of Wisconsin).3 Juliane Mello (Amazonas) (not available to assist post-Santarem); Natalie Unterstell (Amazonas) (no longer with thestate government); Yakob Ishademy (Aceh); Ilarius Wibisono (Aceh); Arikpo Arikpo (Cross River); Monica de Los Rios(Acre); and Paul DeLong (Wisonsin) (new Governor of Wisconsin has withdrawn from the GCF).4 GCF_Guidance_Document_on_Stakeholder_Involvement, ver. 1 (October 2011), available athttp://www.gcftaskforce.org/documents/GCF_Guidance_Document_on_Stakeholder_Involvement_2010.pdf(translation of final version underway).DRAFT GCF Governance Policy 1

II.General GovernanceA. Governance StructureB. Roles and Responsibilities of GCF Governance Bodies & Participants1. GovernorsThe GCF Governors are required to designate two representatives to the GCF (JAP at 8). They are alsoexpected to provide high-level input to the GCF process, ensure the GCF delegates have the time andresources they need to participate in the GCF process, and facilitate a smooth transition to new leadershipwhen relevant.2. GCF AssemblyThe “GCF Assembly” refers to the body of GCF state and province representatives, which makes executivedecisions on key matters for the GCF (JAP at 9). It is composed of 2 representatives selected by theGovernor of each member state and province (JAP at 8). 5 Governors may designate individuals from NGOsand other entities to act as representatives for the states and provinces (JAP at 8). Each GCF state/provincecan designate additional observer, non-voting governmental participants in GCF activities from theirstate/province (JAP at 8).Starting in 2011, the Assembly meets once a year and (more informally) at the UNFCCC Conference of theParties. The Assembly is responsible for making major decisions relevant to the activities of the GCF,5 The founding states and provinces are Acre, Amapá, Amazonas, Mato Grosso, Pará, Aceh, Papua, California, Illinois,and Wisconsin (which withdrew in 2011). The other 2011 GCF members are East Kalimantan, West Kalimantan, CrossRiver State, Campeche and Chiapas.DRAFT GCF Governance Policy 2

including approving key GCF policy documents, the admission of new members, and fundamental changes inthe role or composition of the GCF. It oversees the work of the Secretariat, Coordinators, and the GCFTechnical Advisory Bodies.The GCF Assembly is led by the Chair state or province who serves for one calendar year (JAP at 8) (see Chairbelow).Observer states, provinces, and other government representatives and other stakeholders are permitted toattend GCF meetings and offer input to the GCF and Technical Advisory Bodies, with the exception of closedsessions limited to GCF members (see Observers below).3. GCF Members & Representatives (see also New Member Policy below)The GCF members are those states and provinces that were (1) part of the founding member group(signatories of 2008 MOUs and Acre, see supra fn 5); or (2) nominated by a founding GCF member andapproved for formal membership by consensus (see Decisionmaking below) by the GCF Assembly (JAP at 8-9). Members are expected to: 61. Make executive decisions on recommendations to implement the MOU forest sector provisions (JAPat 10).2. Work with the other members to coordinate GCF activities with their respective nationalgovernments (JAP at 10).3. Respond to GCF communications and deliverables.4. Attend and actively participate in GCF meetings and Technical Advisory Bodies.5. Engage with stakeholders in their state/province.6. Nominate stakeholders. 77. Create and dissolve Technical/Advisory bodies.8. Nominate technical representatives to participate on the Technical/Advisory bodies.9. Assist the Secretariat in identifying needed consultant and expert support.10. Ensure smooth transitions between administrations or during other time of staff turnover.11. Disseminate information about GCF activities.12. Identify institutional and funding support for their GCF activitie .13. Regularly update the GCF members, Coordinators and Secretariat about REDD+ advances in theirstate/province, including through the GCF REDD+ Knowledge Database effort.4. Chair 8The GCF Assembly is led by a Chair. The chairmanship of the GCF rotates annually and must be held by adifferent state or province and country every year (JAP at 8). The Chair is selected and voted upon by theAssembly and begins duties on the 1 st of the following year. The Chair is expected to:1. Help to organize and define the agenda for the GCF Assembly meeting.2. Lead the GCF Assembly Meeting in coordination with the Secretariat.3. Develop the annual workplan with the Secretariat and members.4. Identify and secure finances to implement GCF activities.5. Coordinate with GCF states and provinces through regular meetings (telephone and otherwise).6. Assist with new member issues and recruitment (particularly from the demand side).7. Assist with stakeholder/intergovernmental outreach and coordination.6 Note: Many/most of these were from Brazilian input. Need to consider whether to streamline, add others, etc.7 Note: this was a Brazilian recommendation, need clarification on what they mean.8 Note: the Indonesians wanted a co-chair, one from developing country state/province, one from a demandstate/province. But with only 2 demand side, CA and IL, this is not really feasible.DRAFT GCF Governance Policy 3

8. Conduct decision-making processes and consulting with the members when there is a need for suchactions outside of the GCF Assembly Meeting.5. SecretariatThe GCF Secretariat is comprised of a small paid professional staff currently based at the University ofColorado. The Secretariat of the GCF has the authority to coordinate the work of the GCF, keep the effortsof the GCF running smoothly, and ensure the continuity of the GCF’s efforts. The Secretariat is responsiblefor:1. Communicating with GCF Chairs and Assembly members using methods that keep lines ofcommunication clear and open.2. Implementing decisions and strategic planning approved by the state members.3. Ensuring that work products are completed and deadlines are met by GCF working groups andconsultants.4. Working with members to produce and review of background documents for the GCF meetingsand other GCF reports.5. Interfacing with GCF members, donors, NGOs and other stakeholders and partners on behalf ofthe GCF.6. Assisting in outreach and coordination with the broader REDD policy community.7. Keeping the GCF informed of relevant issues in the broader REDD policy debates that couldimpact the GCF process.8. Overseeing the GCF process, grant administration, and project management, includingcoordinating all technical and financial reports to the donors, coordinating and helping facilitatemeetings and activities amongst the states, consultants, and stakeholders, and retainingTechnical/Advisory Body consultants.6. Technical/Advisory Bodies & Consultants (see also Technical/Advisory BodyProcedures below)The GCF Technical/Advisory Bodies develop recommendations regarding the regulatory and institutionalinfrastructure necessary to generate compliance-grade offsets from REDD and other international forestcarbon activities. The GCF currently has 7 Technical/Advisory Bodies: 3 Working Groups formed in 2009;and 4 Task Groups formed in May 2010 specifically to guide activities from Aceh into 2011. The WorkingGroups are currently “dormant” as the GCF focuses on the implementation of the Task Group mandates.The GCF Secretariat and the Working Groups/Task Groups may organize technical workshops to produceissue-specific technical work, the results of which will be reported to the GCF Assembly. The GCFconsultants are individuals or organizations retained by the GCF Secretariat in response to a GCF Assemblyor Technical Advisory Body need to prepare a specific deliverable or deliverables for the GCF’sconsideration. 9 7. GCF CoordinatorsIn 2010, the GCF created the positions of GCF Coordinators for the 5 GCF states in Brazil and 5 GCF provincesIndonesia. The States/Provinces are involved in the selection and renewal processes for the Coordinators.GCF Coordinators are expected to:1. Communicate regularly with the GCF member states to provide input to the Chair, Secretariat, andCountry Coordinator for Indonesia.2. Facilitate information-sharing opportunities and technical support for the GCF states/provinces.9 To date, the GCF has retained John Nickerson (CAR 2009), Terra Global Capital (Working Group 2, Task 1, 2010), JohnO. Niles/Tropical Forest Group (Task 1, 2, 2010-2011), Luis Meneses (Task 3 Brazil, 2010), Emerald Planet/Jim Davie &Toby Garrit (Task 3 Indonesia, 2010-2011), and Keyvan Izadi (Task 3, Annual Meeting assistance, Summer/Fall 2011) forspecific deliverables.DRAFT GCF Governance Policy 4

3. Act as the hub for the states/provinces to collaborate among themselves and with the federalgovernment in an effort to develop a common approach to REDD.4. Assist in the effort to develop deeper collaborations with current and potential partners.5. Assist in the organization of and state/province participation in the GCF meetings.6. Participate on the Technical/Advisory Bodies.7. Facilitate information-sharing opportunities and technical support for the GCF states/provinces.8. Act as the hub for the states/provinces to collaborate among themselves in an effort to develop acommon approach to REDD.9. Assist in the organization of state/province participation in the GCF meetings.10. Assist with translating GCF documents and communications.11. Forward meeting notes and other relevant documents that have been approved by the states andprovinces in Indonesia or Brazil to the Secretariat.The GCF Secretariat serves in this role informally for California, Illinois, Campeche, Chiapas, and Cross RiverState.8. Observers (see also Observer & New Member Procedures below)Observers are states and provinces the GCF has invited to attend a GCF Assembly meeting and otherwiseparticipate in open GCF activities. They are nominated for this role by one of the 15 current GCF members,which must seek and obtain approval of the observer by consensus from the GCF members (see Proceduresbelow). While there are no formal rules about participation, it is expected that observers participate in allsessions of the GCF Assembly meeting except for closed GCF business sessions.As a general matter, the GCF does not fund observers to attend the GCF Asssembly meeting. However, insome years, the GCF does have a modest amount of funding to support a limited number of observers toattend the Annual Meeting.9. StakeholdersGCF Stakeholders are non-governmental organizations (representatives from non-state/province entities,including non-profit organizations, academia, the private sector, and inter-governmental organizations) andindividuals who have expressed interest in being involved in the GCF activities. This may be in one of severalways, including (1) a GCF member invited them to participate on a GCF Technical Advisory Body; (2) thestakeholder expressed interest in staying informed of the GCF activities; and/or (3) the stakeholderexpressed interest in attending the open portions of a GCF workshop or meeting (to date GCF meetings havebeen open to any interested individuals, limited only by space and resource limitations). More informationabout stakeholder involvement is available in the GCF Guidance Document on Stakeholder Involvement. 1010. Partners/DonorsGCF Partners/Donors include entities that provide support to the GCF, most notably the funders of theproject to date: The Gordon and Betty Moore Foundation (2009, 2010, 2011), ClimateWorks Foundation(2010, 2011), and the David and Lucile Packard Foundation (2009).III. Decision making procedures 111. Each member state and province has one (1) voting member and decisions are made byconsensus where possible (JAP at 8).10 http://www.gcftaskforce.org/documents/GCF_Guidance_Document_on_Stakeholder_Involvement_2010.pdf.11 Note: it was unclear what if any additional detail the members are looking to include. Would be helpful to getfeedback on whether this is sufficient.DRAFT GCF Governance Policy 5

2. Where there is no consensus, the majority vote is followed, with dissenting opinions oralternative views noted (JAP at 8).IV.Observer & new member proceduresA. Observers1. Observers are states and provinces the GCF has invited to attend a GCF Assemblymeeting and otherwise participate in open GCF activities (see above).2. They are nominated for this role by one of the 15 current GCF members, which mustseek and obtain approval of the observer from the GCF members by consensus (seeabove).3. An observer nomination must be accompanied by a letter of interest from a highrankingoffical in the proposed observer state/province, which describes its interest inthe GCF and REDD and includes who their designated representative is for purposes ofGCF communication.4. Observers may participate in all sessions of the GCF Assembly meeting except for closedsessions designated for member states and provinces only.5. Observer states may express interest in becoming full members to a founding memebrof the GCF, who will then institute the new member process described below.Observers may also choose to remain as observers.6. Observers can also include representatives from international, federal and localgovernmental entities merely interested in observing the GCF Assembly and being keptapprised of GCF activities, but they are not eligible to become full members.7. As a general matter, there is no funding to support observer attendance at GCFmeetings.B. New Members1. A founding GCF member (California, Illinois, Acre, Amapa, Amazonas, Para, MatoGrosso, Aceh, and Papua) must submit a formal nomination letter for a proposed newmember state/province (JAP at 9) that explains why the state/provide should beadmitted to GCF.2. A new member nomination must be accompanied by a letter from the Governor of theproposed new member state/province, which indicates who tits designatedGCFrepresentatives would be, explains the state/province’s interest in becoming amember, and provides background information about the state/province’s forests,deforestation drivers and rates, experience with REDD+, REDD+-related laws, policies,projects and programs (both existing and planned), any other relevant information. 123. Votes on new members must take place at the GCF Assembly meeting, except underspecial circumstances.4. New members must be accepted by consensus (JAP at 9).5. New members will have the same rights as founding members (JAP at 8).6. New members are required to adopt all key GCF documents (JAP at 9).7. New members are expected to engage as outlined in Section 3 (GCF Members &Representatives) above.V. Technical/advisory body procedures 1312 Note: there has been discussion in the past about whether there should be additional membership criteria(recruitment, removal/retirement of members)—this is still an open questions.13 Note: we need more guidance on what the states/provinces want to see here. We could add the requirement (asone member suggested in Santarem) that GCF members are required to participate actively on at least oneDRAFT GCF Governance Policy 6

1. The GCF Assembly forms the Technical/Advisory Bodies by consensus.2. The GCF Technical/Advisory Bodies develop recommendations regarding the regulatoryand institutional infrastructure necessary to generate compliance-grade offsets fromREDD and other international forest carbon activities.3. The Technical/Advisory Bodies in coordination with the Secretariat may recruit GCFmembers, stakeholders, and private consultants to participate on and produce the workproducts of the Technical/Advisory Bodies.4. The GCF Working Groups/Task Groups report to the GCF Assembly and are supervisedby the Leads (designated either by the GCF Assembly or by the Working Group/TaskGroup members) and by the Secretariat. 145. The Lead is responsible for framing the Body’s objectives, developing the timeline for itsdeliverables, dedicating time to completion of the deliverables (including overseeingwith the Secretariat any consultants retained by the Working Group/Task Group for thispurpose as well as engaging with the Group’s members to provide input), andencouraging the participation and input of stakeholders into its work products.6. The GCF Secretariat and the Working Groups/Task Groups may organize technicalworkshops to produce issue-specific technical work, the results of which will bereported to the GCF Assembly.VI. Meeting procedures 151. There is one GCF Annual Meeting per year 16 and one less formal gathering at theUNFCCC COP (see above).2. The agenda for these meetings is developed by the Chair, Secretariat, and Coordinators,with input from the GCF members and consultants.3. The Chair runs the Annual Meeting with assistance from the Secretariat andCoordinators.4. Participation is open to stakeholders whenever feasible, but some meetings or sessionsare have limited capacity and/or are closed for resolution of internal GCF matters.5. Additional workshops and meetings occur in the GCF regions, depending on thepriorities and funding available for a given year.Technical/Advisory Body. However, the reality is that getting state and province input and participation throughout theyears has been challenging. As a practical matter, most have not had the time to engage.14 Note: currently, the 4 Task Groups are supervised and led by the Secretariat. It has been very challenging to getstate/province representatives to participate in these groups substantively and regularly throughout the year. Usuallyeven with state/province leads designated it is the Secretariat, Coordinators and consultants who have the time to dothe work required. As a result, the current approach has been to work on the 4 Task Group objectives, and send newsand deliverables for review to the Country Coordinators and all GCF members when ready for input. We need todiscuss what approach is desirable and practical here.15 Note: what else did the states envision, is more necessary? Our meetings have gone quite well. Please get moreguidance on what the states/provinces want to see—we do not want to add too much detail here that limits the GCFability to create different kinds of agendas based on the needs and priorities of that year.16 Note: the GCF Annual Meeting location rotates, it is never in the same location twice in a row, but there are no GCFrules governing this issue. It may be a good idea to leave this flexible because it may even make sense to hold anAnnual Meeting outside of the GCF states and provinces for ease of travel, to coincide with another important event oropportunity, etc.DRAFT GCF Governance Policy 7