-2- 94952 FROM: The Corporate Secretary Minutes of Meeting of the Boards of Directors of IFC, held in the Board Room on Thursday, February 19, 2015 at 10:04 a.m. 1. There were present: CHAIR: Jin -Yong Cai, Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: K. Alkhudairy M. Kan S. Bor M. Kayad A. Bvumbe N. Khosa S. Chen B. Lvin B. de Guindos P. Pagano H. Dufey D. Pedro S.-S. Eun W. Rissmann A. Fernandez S. Santala J. Frieden A. Silveira S. Garg S. Sowerby M. Hasan J. Trepanier F. Heemskerk G. Yazganarikan K. Joshi OFFICERS AND STAFF PARTICIPATING: E. Tafara, Vice President and General Counsel S. Suleymanov, Acting Corporate Secretary D. Tsitsiragos, Vice President M. Brujis, Director M. Alemayehu, Senior Manager S. Neeraj, Principal Investment Officer 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- India - Bandhan Financial Services Limited and Bandhan Bank 2. The Board of Directors authorized an investment in India for the Bandhan Financial Services Limited and Bandhan Bank in the form of common equity up to INR 5,760 million (approximately US$94 million equivalent) (IFC/R2015-0027, dated February 5, 2015) and adopted Resolution No. IFC 2015-0005. Adjournment 3. The meeting adjourned at 10:52 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- The following item(s) have been approved on an Absence of Objection Basis or have been authorized to proceed on a Streamlined Basis between February 6, 2015 and February 19, 2015: THE EXECUTIVE DIRECTORS OF THE BANK AND IDA: Award Bestowed upon Dr. Kim – Recommendation from the Ethics Committee 1. The Executive Directors recorded their approval on February 6, 2015 of the proposal contained in the Memorandum from the Vice President and Corporate Secretary entitled "Award Bestowed by the XXIV General Assembly of Latin American and Caribbean Supreme Audit Institutions (OLACEFS) upon Dr. Kim" (R2015-0019, dated February 2, 2015). Panama – GEF Trust Fund Grant – Sustainable Production Systems and Conservation of Biodiversity Project 2. The Executive Directors recorded their approval on February 9, 2015 of the grant to Panama from the Global Environment Facility Trust Fund for a Sustainable Production Systems and Conservation of Biodiversity Project in the amount of US$9.59 million on the terms and conditions set out in the President’s Memorandum (GEF/R2015-0001, dated January 26, 2015). Philippines – Participatory Irrigation Development Project - Proposal to Restructure 3. The Executive Directors recorded their approval on February 11, 2015 of the recommendation contained in paragraph 6 of the President's Memorandum entitled “Philippines – Participatory Irrigation Development Project (PIDP) - Proposal to Restructure" (R2015-0014, dated January 30, 2015). Morocco – Loan - Fourth Municipal Solid Waste Sector Development Policy Loan 4. The Executive Directors recorded their approval on February 12, 2015 of the development policy loan to Morocco for a Fourth Municipal Solid Waste Sector Development Policy Operation in the amount of Euro 104.3 million (US$130 million equivalent) on the terms and conditions set out in the President’s Memorandum (R2015-0003, dated January 22, 2015). Uzbekistan – Loan – Pap–Angren Railway Project 5. The Executive Directors recorded their approval on February 13, 2015 of the loan to Uzbekistan for a Pap-Angren Railway Project in the amount of US$195 million on the terms and conditions set out in the President’s Memorandum (R2015-0011, dated January 27, 2015). The United States wished to record their abstention. Inspection Panel – Kenya – Electricity Expansion Project - Report and Recommendation 6. The Executive Directors recorded their approval on February 13, 2015 of the Inspection Panel's recommendation contained in paragraph 75 of the Inspection Panel Report entitled "Kenya – Electricity Expansion Project – Report and Recommendation" (INSP/R2015-0001, 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- dated February 4, 2015), namely, that an investigation be carried out. Nepal – Credit – Higher Education Reforms Project 7. The Executive Directors recorded their approval on February 19, 2015 of the credit to Nepal for a Higher Education Reforms Project in the amount of SDR 44.9 million (US$65 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2015-0008, dated January 30, 2015). ************************************************* THE BOARD OF DIRECTORS OF IFC: Mozambique – Investment in MM Integrated Steel Mills Mozambique Limitada for the MMI Mozambique Project 8. The Board of Directors authorized on February 6, 2015 an investment in Mozambique – MM Integrated Steel Mills Mozambique Limitada for the MMI Mozambique Project (IFC/R2015-0020, dated January 27, 2015) in the form of an “A” loan of up to US$13.5 million. Southern Europe Region – Investment in EM Bonds 9. The Board of Directors authorized on February 9, 2015 an investment in Southern Europe Region – EM Bonds (IFC/R2015-0022, dated January 28, 2015) in the form of equity of up to US$1.5 million. World Region – Investment in Global Agriculture and Food Security Program (GAFSP) through Global Warehouse Finance Program (GWFP) 10. The Board of Directors authorized on February 11, 2015 an additional investment in World Region - Global Agriculture and Food Security Program (GAFSP) through the Global Warehouse Finance Program (GWFP) (IFC/R2015-0023, dated January 30, 2015) and adopted resolution no. IFC 2015-0003. Appointment of External Sanctions Board Member 11. The Board of Directors recorded their approval on February 12, 2015 of the recommendation contained in the President’s Memorandum entitled “Proposal for Appointment of External Sanctions Board Member” (IFC/R2015-0025, dated February 2, 2015). Asia Region – Investment in NH SEA 12. The Board of Directors authorized on February 13, 2015 an investment in Asia Region – NH SEA (IFC/R2015-0024, dated February 3, 2015) in the form of an “A” loan of up to US$40 million and a Managed Co-lending Portfolio Program (MCPP) loan of up to US$20 million. Trinidad and Tobago – Restructuring of IFC’s Loan in TCL Group of Companies 13. The Board of Directors authorized on February 18, 2015 a restructuring of IFC’s loan in TCL Group of Companies (IFC/R2015-0026, dated February 5, 2015) and adopted the resolution No. IFC 2015-0004. 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- ************************************************* 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- THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC, AND THE BOARD OF DIRECTORS OF MIGA: Reconstitution of the Informal Subcommittee of the Committee on Development Effectiveness 14. The Executive Directors recorded their approval on February 9, 2015 of the memorandum from the Chair, Committee on Development Effectiveness entitled “Reconstitution of the Informal Subcommittee of the Committee on Development Effectiveness” (R2015-0007 [IDA/R2015-0007, IFC/R2015-0016, MIGA/R2015-0003], dated January 29, 2015). Audit Committee and Committee on Development Effectiveness (CODE) (Nomination of Successor to Ms. Aviel) 15. The Executive Directors recorded their approval on February 18, 2015 of the appointment of Mr. Nathan Sheets to serve the remainder of the term of office of Ms. Aviel, that is, until October 31, 2016 (R2015-0029 [IDA/R2015-0021, IFC/R2015-0035, MIGA/R2015-0008; /1, dated February 13, 2015). Executive Directors' Travel to Member Countries Outside Their Constituencies (Group Travel) - Two-Year Program 16. The Executive Directors recorded their approval on February 19, 2015 of the recommendation contained in paragraph 5 of the document entitled "Executive Directors' Travel to Member Countries Outside their Constituencies (Group Travel) - Two-Year Program" (R2015-0023 [IDA/R2015-0015, IFC/R2015-0028, MIGA/R2015-0004], dated February 9, 2015). 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.