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Minutes of the Board Meeting of the Interim Haiti Recovery Commission (IHRC) Wednesday, 6 October 2010 Held by Teleconference

Present: Annex I lists the Board Members and other persons present on the teleconference. Also present on the teleconference were certain Board Members advisors, who are not reflected in these minutes. Also present on the teleconference were members of the press, who are not reflected in these minutes. The meeting of the Board (the Board) of the Interim Haiti Recovery Commission (the IHRC) was called to order at approximately 10:40 a.m. (Haiti time) by Prime Minister Bellerive and President Clinton, who served as Co-Chairs of the meeting. All persons participating in the meeting were able to communicate with each other. A quorum of Board Members was present. In their introductory remarks to the Board, the Co-Chairs announced the creation of three Board committees in the critical areas of housing, debris removal and private sector development. The Co-Chairs indicated that any Board Members interested in serving on the housing, debris removal and private sector development committees should notify the Secretariat of the IHRC. RATIFICATION OF MINUTES OF THE LAST MEETING The first order of business at the Board Meeting was the adoption of the minutes of the 17 August 2010 Board Meeting, which had been previously distributed to all Board Members. The Board approved and adopted the following resolution: RESOLVED, that the Board hereby approves and adopts the Minutes of the 17 August 2010 meeting of the Board as provided to the Board. The resolution was approved unanimously by all Voting Board Members in attendance. APPROVAL OF SECOND AMENDED AND RESTATED BYLAWS The next order of business was the approval and adoption of the Second Amended and Restated Bylaws of the IHRC, which had been previously distributed to all Board Members. At the request of the Co-Chairs, Mr. Gary Lissade, a Board member representing the Judicial Branch of the Government of Haiti and a member of the Bylaws Working Group, gave a brief presentation on the proposed Second Amended and Restated Bylaws on behalf of the Bylaws Working Group. The Board then approved and adopted the following resolution: RESOLVED, that the Board hereby approves and adopts the Second Amended and Restated Bylaws of the Interim Haiti Recovery Commission (IHRC) as provided to the Board.

The resolution was approved by more than two-thirds of the Voting Board Members, with one (1) Voting Board Member in attendance opposed. APPROVAL OF PROPOSED PROGRAMS AND PROJECTS At the invitation of the Co-Chairs, Mr. Gabriel Verret, Executive Director of the IHRC, made a presentation regarding the proposed programs and projects that were recommended for approval by the Board. First, Mr. Verret outlined the review process that was used to arrive at the eighteen (18) programs and projects in the materials provided to the Board. Mr. Verret next summarized the thirteen (13) proposed programs and projects recommended for Board approval (set forth in Exhibit A and Exhibit B), eleven (11) of which required Board approval because they were over the threshold of $10,000,000 and two (2) of which required Board approval because President Clinton recused himself from consideration of those projects with respect to which organizations in which he is involved have an interest. Mr. Verret indicated that a more detailed description of the thirteen (13) programs and projects requiring Board approval, as well as of the five (5) programs and projects approved by the Executive Committee (set forth on Exhibit C), was in the materials provided to the Board Members. The Board discussed the proposed programs and projects presented to the Board. The Co-Chairs took note of the comments provided by Board Members. The Co-Chairs stated that Board Members with comments regarding the implementation of the proposed programs and projects should send their comments to the Secretariat of the IHRC, and that the Secretariat of the IHRC would then communicate those comments to the project proponents. The Board then approved and adopted the following resolutions: RESOLVED, that the Board hereby approves all of the programs and projects set forth on Exhibit A that were presented to the Board at the meeting and identified as funded programs and projects, subject to implementation in accordance with IHRC guidelines; and FURTHER RESOLVED, that the Board hereby approves all of the programs and projects set forth on Exhibit B that were presented to the Board at the meeting and identified as partially funded programs and projects, subject to (i) receipt of funding for such program or project within a reasonable period of time and (ii) implementation in accordance with IHRC guidelines. The resolutions were approved by a majority of Voting Board Members in attendance, with one (1) Voting Board Member in attendance abstaining. Ms. Rebeca Grynspan, representing the United Nations Development Programme (UNDP), recused herself from the vote on those programs and projects described on Exhibit A and Exhibit B with respect to which the United Nations has an interest. Ms. Pamela Cox, representing the World Bank, recused herself from the vote on those programs and projects described on Exhibit A and Exhibit B with respect to which the World Bank has an interest.

IHRC OPERATIONAL MATTERS The Board next addressed certain matters related to IHRC operations. At the request of the Co-Chairs, Mr. David Moloney, the Board member representing Canada and a member of the Performance and Anti-corruption Office (PAO) Working Group, gave a brief presentation regarding the establishment of the PAO and the work done by the PAO Working Group. The Working Group's recommendations, including the revised PAO implementation guidelines, were presented to the Board. The proposed implementation guidelines clarify that, as part of its preliminary risk assessment, the PAO will identify existing project-specific accountability protocols that partner agencies have in place and, wherever practicable, avoid unnecessary duplication and/or redundancy. Furthermore, it was also determined that the Secretariat would make available on the IHRCs website information on rejected proposals, as well as more detailed information on projects that would be submitted to the Executive Committee. MISCELLANEOUS There being no further business, the meeting was adjourned at approximately 2:30 p.m.

Prime Minister Bellerive Co-Chair

President Clinton Co-Chair

ANNEX I BOARD MEMBERS ATTENDING 6 OCTOBER 2010 MEETING Prime Minister Bellerive President Clinton Lucien Jean Bernard Lucien Francoeur Jean Rnald Clrism Suze Percy Filippini Marie George Salomon* Jean-Marie Bourjolly Georges Henry FILS Gary Lissade Joseph Gontran Billy Louis Raoul Pierre-Louis Jean-Claude LeBrun Rginald Boulos Carmle Rose-Anne Auguste Joseph M.G. Bernadel P.J. Patterson Jos Augustin Aguerre Rebeca Grynspan Pamela Cox Rubens Gama Helene Holm-Pedersen Cheryl Mills Espen Rikter-Svendson Luis Rivas Pierre Duquesne Cristina Barrios David Moloney Cristobal Dupouy Philippe Becoulet Co-Chair Co-Chair Senate of Haiti Chamber of Deputies of Haiti Executive Branch of Government of Haiti Executive Branch of Government of Haiti Executive Branch of Government of Haiti Executive Branch of Government of Haiti Judicial Branch of Government of Haiti Judicial Branch of Government of Haiti Haitian Local Authorities (Mayors) Haitian Local Authorities (CASECS) Haitian Labor Unions Haitian Business Community Haitian NGOs Haitian Diaspora CARICOM Inter-American Development Bank United Nations Development Programme World Bank Brazil European Union United States Norway Venezuela France Spain Canada Organization of American States International NGOs

* By proxy granted to Jean Rnald Clrism. *************************************************** Also present at the invitation of the Co-Chairs were: Gabriel Verret Laura Graham Eric Braverman, Lynn Taliento & Saf Yeboah T. Clark Weymouth, Jean Blackerby, Elizabeth M. Donley, Carine S. Stoick, Jeremy Zucker & Darshak Dholakia Executive Director of the IHRC Chief Operating Officer of The Clinton Foundation McKinsey & Company Hogan Lovells

EXHIBIT A FUNDED PROGRAMS AND PROJECTS REQUIRING BOARD APPROVAL

1. 2. 3. 4.

Haiti SME Fund and Business Development Services: Productive Haiti (IDB) Housing and Community Infrastructure Reconstruction (World Bank) The Sun Lights the Way: Brightening Boucan Carre (SELF/NRG Energy) Rebuilding one of Haitis 4 medical schools: The Faculty of Health Sciences at Quisqueya University (Quisqueya University)

EXHIBIT B PARTIALLY FUNDED PROGRAMS AND PROJECTS 1. Natural Disaster Mitigation in the South Department (IDB) 2. Reconstruction of Education Sector (ESR) (IDB) 3. Education for the Transformation (Refondation) of Haiti: Assessment, Debris Clearance and Getting Children Back to School (UNICEF/UNOPS) 4. Protection and support for girls and women victims of violence (UNFPA) 5. Flooding prevention in the city of Jacmel (Ministry of Environment) 6. National program to respond to risks and disasters (UNDP) 7. Earthquake response (OXFAM Great Britain) 8. Haiti South West Sustainable Development Programme 2010-11 (UNEP) 9. Reducing vulnerability of population and infrastructure in the South area (UNDP)

EXHIBIT C PROGRAMS AND PROJECTS APPROVED BY THE EXECUTIVE COMMITTEE

1. Public/Private hospital consortium (Real Medicine Foundation) 2. Community Hospital in Belle-Anse (Regional Government of Valencia) 3. Expanding Access to Essential Sexual and Reproductive Health Services in Response to the Earthquake Disaster (International Planned Parenthood Federation (IPPF)) 4. Earthquake Relief Village Housing Project (Bercy) (Mission of Hope Haiti) 5. Supporting the implementation of the tri-national Biological Corridor of the Caribbean between Haiti, Cuba and the Dominican Republic (Ministry of Environment)