-2- 89937 FROM: The Acting Corporate Secretary Minutes of Meeting of the Executive Directors of the Bank and IDA, held in the Board Room on August 7, 2014 at 9:38 a.m. 1. There were present: CHAIR: J.Y. Kim, President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: I. Alturki N. Khosa G. Alzetta L. Larose S. Annamalai A. Lourenco L.K. Atheeq A. Mendes Dias S. Aviel C. Rebillard S. Bajare W. Rissmann P. Cipollone A. Smith A. Foxley R. Studart J. Frieden R. Turrent V. Grishin K. Wissa B. Han B.-H. Yu G. Hines R. Zhukovskyi M. Kan OFFICERS AND STAFF PARTICIPATING: A.-M. Leroy, Senior Vice President and General Counsel S. Suleymanov, Acting Corporate Secretary L. Tuck, Regional Vice President Q. Fan, Country Director A. Pankov, Lead Specialist S. Eckardt, Senior Economist This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -3- Ukraine - First Programmatic Financial Sector Development Policy Loan 3. The Executive Directors considered the President’s Memorandum and Recommendation (R2014-0173, dated July 21, 2014) and approved the First Programmatic Financial Sector Development Policy Loan in the amount of US$500 million in Ukraine, on the terms and conditions set out in the President’s Memorandum and Recommendation. Adjournment 4. The meeting adjourned at 10:32 a.m. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -4- FROM: The Acting Corporate Secretary Minutes of Meeting of the Executive Directors of the Bank and IDA, and the Boards of Directors of IFC and MIGA held in the Board Room on August 7, 2014 at 10:34 a.m. 1. There were present: CHAIR: J.Y. Kim, President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: I. Alturki N. Khosa G. Alzetta L. Larose S. Annamalai G. Letilly S. Aviel A. Lourenco S. Bajare D. Malaspina Hernandez P. Cipollone M. Prasad A. Foxley W. Rissmann J. Frieden A. Smith V. Grishin R. Tan B. Han K. Wissa G. Hines B.-H. Yu M. Kan R. Zhukovskyi M. Kayad OFFICERS AND STAFF PARTICIPATING: A.-M. Leroy, Senior Vice President and General Counsel D. Harris, Deputy General Counsel, IFC A.-M. Betancourt, General Counsel, MIGA S. Suleymanov, Acting Corporate Secretary B. Lauwers, Vice President and WBG Controller J.-Y. Cai, Executive Vice President, IFC A. Honda, Executive Vice President, MIGA This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -5- MIGA Financial Statements for Year Ended June 30, 2014 2. The Board of Directors considered the considered the financial statements of the Agency as of June 30, 2014 and Management's Discussion and Analysis (MD&A) for FY14, and approved the financial statements and authorized their submission (Resolution No. MIGA 2014-0002), following delivery of the independent auditors’ reports, to the Council of Governors to be considered by the Governors at the 2014 Annual Meetings (MIGA/R2014-0065/1, dated August 4, 2014). IFC Consolidated Financial Statements for Year Ended June 30, 2014 3. The Board of Directors considered the financial statements of the Corporation as of June 30, 2014 and Management's Discussion and Analysis (MD&A) for FY14, and approved the financial statements and authorized their submission (Resolution No. IFC 2014-0033), following delivery of the independent auditors’ reports, to the Board of Governors to be considered by the Governors at the 2014 Annual Meetings (IFC/R2014-0269/1, dated August 4, 2014). IBRD and IDA Financial Statements for Year Ended June 30, 2014 4. The Executive Directors considered the financial statements of the Bank and the Association as of June 30, 2014 and Management's Discussion and Analysis (MD&A) for FY14, and approved the financial statements and authorized their submission (Resolution No. IBRD 2014-0003[IDA No. 2014-0002]), following delivery of the independent auditors’ reports, to the Board of Governors to be considered by the Governors at the 2014 Annual Meetings (R2014-0180[IDA/R2014-0269]/1, dated August 4, 2014). Use of IFC's FY14 Net Income: Retained Earnings and Designated Retained Earnings - Final 5. The Board of Directors considered the President's Memorandum entitled "Use of IFC's FY14 Net Income: Retained Earnings and Designated Retained Earnings - Final" (IFC/R2014-0267, dated July 29, 2014), approved the recommendation in paragraph 26 of the Memorandum and adopted the Resolution No. IFC 2014-0034. Allocation of FY14 Net Income - Final 6. The Executive Directors considered the President's Memorandum entitled "Allocation of FY14 Net Income - Final" (R2014-0179, dated July 28, 2014), and approved the recommendation in paragraphs 12 and 13 of the Memorandum. Adjournment 7. The meeting adjourned at 12:18 p.m. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -6- The following item(s) have been approved on an Absence of Objection Basis or have been authorized to proceed on a Streamlined Basis between July 25, 2014 and August 7, 2014 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA: Bolivia - SCF Loan and Grant - Bolivia Climate Resilience - Integrated Basin Management Project 1. The Executive Directors recorded their approval on July 25, 2014 of the loan in the amount of US$36 million and a grant in the amount of US$9.5 million from the Strategic Climate Fund to Bolivia for a Bolivia Climate Resilience - Integrated Basin Management on the terms and conditions set out in the President’s Memorandum (R2014-0166, dated July 8, 2014). Jamaica - Loan - Foundations for Competitiveness and Growth Project 2. The Executive Directors recorded their approval on July 25, 2014 of the loan to Jamaica for a Foundations for Competitiveness and Growth Project in the amount of US$50 million on the terms and conditions set out in the President’s Memorandum (R2014-0165, dated July 8, 2014). Brazil - Development Policy Loan - Strengthening Fiscal Management and Promoting Better and More Inclusive Service Delivery 3. The Executive Directors recorded their approval on July 30, 2014 of the development policy loan to the State of Bahia with the guarantee of Brazil for a Strengthening Fiscal Management and Promoting Better and More Inclusive Service Delivery Operation in the amount of US$400 million on the terms and conditions set out in the President’s Memorandum (R2014-0167, dated July 9, 2014). University of the South Pacific – Grant - Pacific Regional ICT Regulatory Development Project 4. The Executive Directors recorded their approval on July 30, 2014 of the grant to the University of the South Pacific for a Pacific Regional Information Communication Technology (ICT) Regulatory Development Project in the amount of SDR 3 million (US$4.5 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0260, dated July 11, 2014 ). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -7- Global Environment Facility (GEF) - Sixth Replenishment of the GEF Trust Fund and Amendments to the Instrument for the Establishment of the Restructured Global Environment Facility 5. The Executive Directors considered the President's Memorandum entitled "Sixth Replenishment of the GEF Trust Fund and Amendments to the Instrument for the Establishment of the Restructured Global Environment Facility" (R2014-0172 [GEF/R2014-0012], dated July 21, 2014) and approved the recommendation in paragraph 12 of the Memorandum, namely, that the Executive Directors approved the attached Replenishment Resolution authorizing the Bank to act as Trustee of the Sixth Replenishment of the GEF Trust Fund and approved the Amendment Resolution adopting the amendments to the Instrument and adopted Resolution No. IBRD 2014-0002 and Resolution No. IBRD 2014-0004. Senegal – Additional Credit and Restructuring – Public Financial Management Strengthening Technical Assistance Project 6. The Executive Directors recorded their approval on July 31, 2014 of the additional credit to Senegal for a Public Financial Management Strengthening Technical Assistance Project in the amount of SDR 19.5 million (US$30 million equivalent), and a restructuring, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0258, dated July 14, 2014). Lebanon – Loan – Lebanon Environmental Pollution Abatement Project 7. The Executive Directors recorded their approval on August 1, 2014 of the loan to Lebanon for a Lebanon Environmental Pollution Abatement Project in the amount of US$15 million on the terms and conditions set out in the President’s Memorandum (R2014-0166, dated July 15, 2014). Yemen – Additional Grant - Social Fund for Development Phase IV Project 8. The Executive Directors recorded their approval on August 1, 2014 of the additional grant to Yemen for a Social Fund for Development Phase IV Project in the amount of SDR 32.4 million (US$50 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0261, dated July 15, 2014). Bulgaria – Municipal Infrastructure Development Project – Proposal to Restructure 9. The Executive Directors recorded their approval on August 4, 2014 of the recommendation contained in paragraph 4 of the President's Memorandum entitled "Bulgaria – Municipal Infrastructure Development Project - Proposal to Restructure" (R2014-0174, dated July 24, 2014). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -8- Niger – Additional Credit - Agro-Sylvo-Pastoral Exports and Markets Development Project 10. The Executive Directors recorded their approval on August 5, 2014 of the additional credit to Niger for a Agro-Sylvo-Pastoral Exports and Markets Development Project in the amount of SDR 9 million (US$13.8 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0263, dated July 17, 2014). Moldova – Agricultural Competitiveness Project – Proposal to Restructure 11. The Executive Directors recorded their approval on August 6, 2014 of the recommendation contained in paragraph 4 of the President's Memorandum entitled "Moldova – Agricultural Competitiveness Project - Proposal to Restructure" (GEF/R2014-0013 [IDA/R2014-0267], dated July 28, 2014). Vietnam – Loan – Transmission Efficiency Project 12. The Executive Directors recorded their approval on August 7, 2014 of the loan to Vietnam for a Transmission Efficiency Project in the amount of US$500 million on the terms and conditions set out in the President’s Memorandum (R2014-0171, dated July 22, 2014). *************************************************************** THE BOARD OF DIRECTORS OF IFC: India - Investment in SAMHI Hotels Private Limited for the SAMHI Barque Project 13. The Board of Directors authorized on July 30, 2014 an investment in India – SAMHI Hotels Private Limited for the SAMHI Barque Project (IFC/R2014-0255, dated July 18, 2014) in the form of a compulsorily convertible debentures of up to INR 1,260 million (approximately US$21 million equivalent). Bosnia and Herzegovina – Investment in MF Banka SL 14. The Board of Directors authorized on August 6, 2014 an investment in Bosnia and Herzegovina in MF Banka SL (IFC/R2014-0259, dated July 25, 2014) in the form a senior loan of up to Euro 4 million. China – Investment in Fenglin II 15. The Board of Directors authorized on August 6, 2014 an investment in China for the Fenglin II Project (IFC/R2014-0260, dated July 25, 2014) in the form of an “A” loan of up to RMB 187 million (US$30 million). Ms. Aviel wished to be recorded as abstaining. Middle East and North Africa Region – Investment in Abraaj North Africa II L.P. 16. The Board of Directors authorized on August 7, 2014 an investment in the Middle East and North Africa in Abraaj North Africa II L.P. (IFC/R2014-0262, dated July 28, 2014) in the form of equity of up to US$20 million. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. -9- Turkey – Investment in Yapi Kredi Leasing (EE/RE) 17. The Board of Directors authorized on August 7, 2014 an investment in Turkey for the Yapi Kredi Leasing (EE/RE) Project (IFC/R2014-0258, dated July 28, 2014) in the form of an (i) "A" loan of up to US$64 million for IFC’s own account; and (ii) a senior loan of up to US$32 million from IFC acting in its capacity as the implementing entity for the Managed Co-Lending Portfolio Program. *************************************************************** THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC, AND THE BOARD OF DIRECTORS OF MIGA: Remuneration of Executive Directors and their Alternates and Changes in Retirement Benefits for Executive Directors and their Alternates – Extension of Voting Period 18. The Executive Directors recorded their approval on July 28, 2014 of the recommendation entitled "Remuneration of Executive Directors and their Alternates and Changes in Retirement Benefits for Executive Directors and their Alternates – Extension of Voting Period" (R2014- 0177 [IDA/R2014-0268, IFC/R2014-0263, MIGA/R2014-0063, dated July 25, 2014), to extend the deadline for receiving votes to August 5, 2014. Internal Audit Vice Presidency (IADVP) – FY15 Risk Assessment and Work Program 19. The Executive Directors recorded their approval on July 31, 2014 of the “Internal Audit Vice Presidency (IADVP) – FY15 Risk Assessment and Work Program” (R2014-0175 [IDA/R2014-0265, IFC/R2014-0256, MIGA/R2014-0061], dated July 22, 2014). Internal Audit Vice Presidency (IAD) – Terms of reference 20. The Executive Directors recorded their approval on July 31, 2014 of the “Internal Audit Vice Presidency (IAD) – Terms of Reference” (R2014-0176 [IDA/R2014-0266, IFC/R2014-0257, MIGA/R2014-0062], dated July 22, 2014). 2014 Regular Election of Bank Executive Directors (Adoption of Resolution and Tally of Voting) 21. The Executive Directors recorded their approval on August 6, 2014 of the report and the record of voting attached thereto entitled "2014 Regular Election of Bank Executive Directors (Adoption of Resolution and Tally of Voting)" (R2014-0183, dated August 1, 2014). 2014 Regular Election of MIGA Directors (Adoption of Resolution and Tally of Voting) 22. The Board of Directors recorded its approval on August 6, 2014 of the report and the record of voting attached thereto entitled "2014 Regular Election of MIGA Directors (Adoption of Resolution and Tally of Voting)". (MIGA/R2014-0067, dated August 1, 2014). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. - 10 - Record of Previous Meetings 23. The Executive Directors and the Boards of Directors of IFC and MIGA recorded their approval on July 31, 2014 of the Minutes of the meeting held on July 17, 2014, and the Record of Approvals and Authorizations between July 16, 2014 and July 17, 2014 (M2014-0038 [IDA/M2014-0038, IFC/M2014-0038, MIGA/M2014-0031], dated July 24, 2014). 24. The Executive Directors and the Boards of Directors of IFC and MIGA recorded their approval on August 5, 2014 of the Minutes of the meeting held on June 26, 2014, and the Record of Approvals and Authorizations between June 25, 2014 and June 26, 2014 (M2014-0033 [IDA/M2014-0033, IFC/M2014-0033, MIGA/M2014-0026], dated July 29, 2014). 25. The Executive Directors and the Boards of Directors of IFC and MIGA recorded their approval on August 5, 2014 of the Minutes of the meeting held on July 24, 2014, and the Record of Approvals and Authorizations between July 18, 2014 and July 24, 2014 (M2014-0039 [IDA/M2014-0039, IFC/M2014-0039, MIGA/M2014-0032], dated July 29, 2014). *************************************************************** THE EXECUTIVE DIRECTORS OF THE BANK AND THE BOARD OF DIRECTORS OF IFC: Jordan – Country Partnership Strategy Progress Report 26. The Executive Directors noted on August 1, 2014 the joint IBRD-IFC Country Partnership Strategy Progress Report for Jordan for the period FY2012-2015 (R2014-0164 [IFC/R2014-0250], dated July 11, 2014). *************************************************************** This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.