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ITEM I CHAIRMAN's OPENING REMARKS MINUTES OF PREVIOUS MEETINGS I. There are several points to be made about matters arising from the two previous meetings: - the last Executive Committee meeting in London February 18 1980 - the Special Meeting of the Board of Directors in London May 29 1980 2. Points arising from the February I8 meeting: 2.1 The former Secretary General's "Progress Report" dated Feb 18, and headed "Action to be taken, approved in Scottsdale 12th Sept 1979". .2 One of the Companies has asked that we should not forget about "what was approved in Scottsdale and confirmed in London". The 15 points contained in this "Progress Report" are reviewed in the Report from the Secretariat, Item 3 of the Agenda. The Second Reconciliation of accounts for the period July I - 2.3 December 31 1979 is also covered in the Report from the Secre- tariat, Item 3 of the Agenda. The revisions to the ICOSI Charter are covered in the Report from the Secretariat. I'V O ~ z. ~ ~ V , ~-)t. l F~aC., CJ'1 ~ 4: ~ CN ~ 26/7 ./.

ITEM 2 (cont) MINUTES OF PREVIOUS MEETINGS (cont) 3. Points arising from the May 29 meeting: 3.1 The Chairing Company was asked to make proposals for a system of allocating contributions among member companies. This is included in the Report from the Chairing Company, Item 2 of the Agenda. 3.2 The Chairing Company was also asked to make proposals on decision making: those subjects requiring unanimity and those that can be decided by a majority. This is included in the Report from the Chairing Company, Item 2 of the Agenda. 3.3 The Chairing Company was delegated to give the go-ahead to the Information System project for the Secretariat. This is included in Item 2. And the latest situation and progress report on the project is given in the Report from the Secretariat, Item 3. 3.4 The Chairing Company was asked to make appropriate arrangements for recognition to Josephine Shakespeare for her services to ICOSI. Included in Item 2 3.5 Julian Doyle's termination is also commented on in Item 2. 3.6 Actions in conjunction with Third Parties. The minutes read: " It was noted that clarification is necessary regarding activ- ities of ICOSI in conjunction with Third Parties. This matter will be placed on the Agenda of the October 1980 Board of Directors meeting". It is on the Agenda as Item 6. 3.7 Enlarging the membership. The minutes read: "In the light of some of the reservations expressed as to the wisdom of enlarging the membership, it was agreed that this matter should be referred to the next meeting of the Board of Directors". It is on the Agenda as Item 5. 26/7 ./.

ITEM I (cont) MINUTES OF PREVIOUS MEETINGS (cont) 3. Points arising from the May 29 meeting (cont): 3.8 Monitoring. The minutes read: The new Chairman was given authority to approve expenditure of up to $I05'000 on the basis of SAWP's recommendation". This is referred to under Item 2. . 4 ~ . ~

I ITEM I MINUTES OF PREVIOUS MEETINGS There are two sets of minutes to be considered and given final approval: I. The last Executive Committee meeting in London February 18/19 I980 - 2. The Special Meeting of the Board of Directors in London May 29 1980 For convenience copies of the last versions to be distributed of both these minutes are included in this section. I. Executive Committee Meeting London February 18/19 1980 The following specific points arising from these minutes are covered in the Bermuda Agenda as noted: I.I Para 3.1 The former Secretary General's Report on Actions Approved in Scottsdale _ 1.2 The situation on the 15 items contained in this Progress Report dated February 18 are reviewed in ITEM 3 REPORT FROM THE SECRETARIAT. Para 4.2 Second Reconciliation of Accounts for the period JulyI-Dec 31 1980 1.3 This is covered in ITEM 3 REPORT FROM THE SECRETARIAT. Para 5.1 Revisions to the ICOSI Charter 1.4 This is covered in ITEM 3 REPORT FROM THE SECRETARIAT. Para 7.2 Enlarging the membership of ICOSI ~ "In the light of some of the reservations expressed as to the wisdom ~ of enlarging the membership, it was agreed that that matter should be N L!1 ~ referred to the next meeting of the Board of Directors". ~ It is on the Agenda as ITEM 5. U1 ~ ~

2 ITEM I MINUTES OF PREVIOUS MEETINGS (cont) I. Executive Committee Meeting London February 18/19 1980 (cont) 1.5 Para 8.2 Monitoring of International Agencies "The new Chairman was given the authority to approve expenditure on monitoring of up to $I05'000 on the basis of SAWP's recommendations". In fact no request for expenditure approval has been made. The reason is explained in ITEM 7.4 REPORT FROM THE DEVELOPING COUNTRIES AD HOC GROUP paragraph 2.

3 ITEM I (cont) MINUTES OF PREVIOUS MEETINGS 2. Special Meeting of the Board of Directors London May 29 1980 2.1 The following amendment to the Minutes as circulated is proposed, based on comments received from three member companies. It is drafted to reflect the changes requested and what appears to have been the general under- standing of those who attended the meeting on May 29. To replace the final paragraph in section VII, page 6: "It was further agreed that selection of working party chairmen will take into account requisite skills and talents for these positions and the desirability of distribution of such assignments among member companies. Each worki~ party wi_1 select its chairman. If there is no clear confensus among working party members on the selection, a chairman will be nominated by joint decision of the Advisory Group and the Secretary General, and the person nominated will be made avail- able by the member company with whom he is employed". 2.2 A second amendment is also proposed in Section VIII, second paragraph on page 7. Delete the last phrase: "..., as well as assist in preparation of a long term communications plan for SAWP". Replace this by a new sentence: "The responsibility for allocating the necessary budget was delegated to the Chairing Company". 2.3 The meeting's agreement will be sought on these two amendments.

4 ITEM I (cont) MINUTES OF PREVIOUS MEETINGS 2. Special Meeting of the Board of Directors London May 29 (cont) : The following specific points arising from these minutes will,be covered in the Bermuda Agenda as noted: 2.4 Bottom of page 3 "It was noted that clarification is necessary regarding the activities of ICOSI in conjunction with third parties. This matter will be placed on the Agenda of the October 1980 Board of Directors meeting". This is on the Agenda as ITEM 6. 2.5 Section IV "Allocation of Members' Contribution "In advance of the Board Meeting in October, Philip Morris will submit a proposal for allocation of the membership contribution among member companies. The allocation formula will be studied and developed by Arthur Anderson & Co." This is included in ITEM 2 REPORT FROM THE CHAIRING COMPANY 2.6 Section V ~ Selection of Secretary General This is covered in ITEM 2 REPORT FROM THE CHAIRING COMPANY 2.7 Section VI "Former Secretary General "The Directors discussed proposed options regarding Mr Doyle's termin- ation. After thorough discussion, it was agreed that settlement of this matter will be made in accordance with the provisions of Mr poyle's employment contract." This is reported on in ITEM 2 REPORT FROM THE CHAIRING COMPANY.

5 ITEM I (cont) MINUTES OF PREVIOUS MEETINGS 2. Special Meeting of the Board of Directors London May 29 (cont) 2.8 Section VIII, first paragraph ~ "Concern was expressed that the ICOSI Charter provides that al] decisions of the Board of Directors require unanimous vote. The Chair company will submit a proposal in advance of the October Board of Directors meeting setting forth those items which it believes can be decided by a majority and those for which unanimous vote should be required. The proposal will be discussed at the October meeting". This is covered in ITEM 2 REPORT FROM THE CHAIRING COMPANY 2.9 Section VIII Secretariat Information System The Chairing Company was delegated to give the go-ahead for this project. This is included in ITEM 2 REPORT FROM THE CHAIRING COMPANY. The latest situation and a Progress Report on the project is given in ITEM 3 REPORT FROM THE SECRETARIAT. 2.10 Section VIII Mrs Josephine Shakespeare ~ "The Chair company was authorised to provide appropriate recognition to Mrs Shakespeare for her valuable services". - This is reported on in ITEM 2 REPORT FROM THE CHAIRING COMPANY.