AFC -2018 -Mtg -07 1
th


G avi Alliance Audit and Finance Committee Meeting
26 November 2018
G lobal Health Campus , Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 13.00 Geneva time on 26 November 201 8. David Sidwell,
AFC Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack) alongside t he minutes of its meeting on 12 October 2018 (Doc
01b) . The Committee also reviewed its action sheet (Doc 01c).


Decision One

The Gavi Alliance Audit and Finance Committee :

? Approved the minutes of its meeting on 12 October 201 8.

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2. Forward year workplan review

2.1. The Committee note d its forward workplan for 2019 (Doc 02).

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3. Finance update

3a . Financ ial forecast

3a.1 Barry Greene, Managing Director, Finance and Operations, presented to the
Committee a summary of the Gavi financial forecast for the current strategic period
2016 -20 and a projection for the next period 202 1-25.

3a.2 Mr Greene started by reminding the Committee of the forecast from November
2017 for the current period of US$ 9.2 billion. He noted that while programme
decisions made earlier in 2018 by the Board added US$ 353 million to the
expenditure estimate, upda ted estimates of the overall costs for this period
resulted in a reduction of US$ 524 million , mainly from supply constraints and
pricing assumptions. This brought the expenditure forecast to US$ 9 billion prior
to providing US$ 174 million for the decisions for consideration at the November
2018 Board meeting . These decisions would bring the new forecast to US$ 9.2
billion , the same overall expenditure level as was forecast a year ago .

Minutes

AFC -2018 -Mtg -06 1
th


G avi Alliance Audit and Finance Committee Meeting
12 October 2018
Gavi Office, Washington DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 08. 05 Washington DC time on 12 October 201 8. David
Sidwell, AFC Chair, chaired the meeting .

1.2 The Chair noted the Executive Session held by the Committee on 11 October.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack) alongside t he minutes of its meeting on 26 July 2018, including
the commercially sensitive minutes (Doc 01b). The Committee also reviewed its
action sheet (Doc 01c).

1.4 Anthony Brown , Senior Legal Counsel , provided an update to the Committee on
the action item relating to cyber insurance coverage from the Committee meeting
of 4 June 2018. Mr Brown explained that the Secretariat had since met with the
insurance broker and confirmed coverage on all major elements relating to cyber
insurance.

1.5 It was however noted that some gaps had been identified for which additional costs
of between US$ 10,000 -15,000 may be applied for coverage . Mr Brown stated that
Gavi?s main risks from cyber -crime would be data theft or data breach but not
financial loss .

1.6 Finally Mr Brown explained that the Secretariat is looking to put in place a cyber -
security policy to cover these gaps and will consult with the insurance broker on
appropriate furthe r analysis . The Secretariat committed to updat ing the AFC on
any modified coverage at the next insurance update.

Discussion

? In response to a question from a Committee member , t he Secretariat confirm ed
that currently control assessments are not required to validate a cyber insurance
claim. It was clarified that there may be some requirements if a stand -alone cyber -
security policy is pursued but that the relevant analysis would be undertaken
before taking o ut any new policies.

? The Chair noted the positive steps taken by the Secretariat an d ask ed that the
insurance item be discussed on a regular basis by the Committee .

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Minutes

.......
Gavi Alliance
Audit & Finance Committee Meeting
26 July 2018

AFC -2018 -Mtg -05 1




G avi Alliance Audit and Finance Committee Meeting
26 Ju ly 2018
Teleconference


1. Executive session with the independent auditor

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 16. 00 Geneva time on 26 July 2018. David Sidwell, AFC
Chair, chaired the meeting.

1.2 The Committee held an executive session with Pierre -Henri Pingeon and Evgenia
Lopushanskaya from KPMG, Gavi?s independent auditor, to discuss conduct of the
2017 audit (Doc 01 in the Committee pack ). See separate confidential notes.

1.3 The Committee convened in open session at 16.35 .

------

2. Chair?s report

2.1 Standing declarations of interest were tabled to the Committee (Doc 02a).

2.2 The Committee noted the approval of the minutes of its meeting on 4 June 2018
by no objection consent on 23 July 2018 (Doc 02 b). The Committee also reviewed
its action sheet (Doc 0 2c) and its forward workplan for 2018 (Doc 0 2d).

2.3 It was confirmed that a session will take place at the AFC meeting in October in
person regarding the Gavi grant management system .

------

3. 2017 Annual financial Report

3.1 Louis Mkanganwi, Director, Financial Accounting and Reporting , presented the
Gavi Alliance Annual Financial Report (AFR) for the year ended 31 December
2017 ( Doc 03, Annex B ).

3.2 Mr Mkan ganwi confirmed that all internal reviews of the AFR were complete and
that previously proposed amendments from the Committee had been incorporated .
He also explain ed that the report would be updated to reflect that the lease for the
Global Health Campus had now been signed, wit h a recorded start date of
February 2018.



Minutes

AFC -2018 -Mtg -04 1
th


G avi Alliance Audit and Finance Committee Meeting
4 June 2018
Crowne Plaza Hotel , Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 15 .30 Geneva time on 4 June 201 8. David Sidwell, AFC
Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). In reference to the insurance item, the Chair noted that he is on
the Board of Chubb L imited , as recorded in his declaration of interest .

1.3 The minutes of its meeting on 26 April 201 8, including the commercially sensitive
minutes, were tab led to the Committee and were duly approved (Doc 01b) . The
Committee also reviewed it s action sheet (Doc 01c) .

1.4 The Chair noted his appreciation for the time and effort the Secretariat had put in
to preparing for the meeting.


Decision One

The Gavi Alliance Audit and Finance Committee:

? Approved the minutes of its meeting on 26 April 2018

------

2. Workplan review

2.1 The 2018 and 2019 work plans (Doc 02 ) were tabled and the Chair invited the
Committee to submit any considerations or requests to the Secretariat.

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Minutes

AFC -2018 -Mtg -03 1

th



G avi Alliance Audit and Finance Committee Meeting
26 April 2018
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 9.00 Washington, DC time on 26 April 201 8. David
Sidwell, AFC Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee note d the approval of the minutes of its meeting on 8 February
201 8 by no objection consent on 15 March 2018 (Doc 01b) . The Committee also
reviewed its action sheet (Doc 01c) and its forward workplan for 201 8 (Doc 01d) .

1.4 The Chair noted his a ppreciat ion for the time and effort the secretariat had put in
to prepar ing for the meeting .

------

2. Financial update

2.1 Barry Greene, Managing Director, Finance and Operations, and Tony Dutson,
Senior Director , Finance and Chief Accounting Officer, provided the Committee
with the updated Gavi financial resources and expenditures for 2016 -2020 (Doc
02) , which rely on the latest financial forecast for 2016 -2020 presented to the
Board in November 2017 , and which remain s the current forecast .

2.2 The Secretariat noted that it was not aware of any matters which would
significantly change the forecast; whereupon Mr Dutson sta ted that for the current
period, a ssuming donor pledges are extended to 2020, and including the cost of
the proposed additional work programmes in Figure 1, Gavi would still have
US$105 million of available funding.

2.3 Mr Greene highlighted the financial implications of the funding decisions which
would be subject to review of the Programme and Policy Committee (PPC) when
it meets the following week, and which would then be submitted to the Board for
its consideration in June 201 8. He pointed out that the role of the AFC was to
assure the Board that these decisions could be taken in accordance with the Gavi
Programme Funding Policy , which requires that qualifying resources are available
to fund these decisions .

Minutes

AFC -2017 -Mtg -02 1
th


G avi Alliance Audit and Finance Committee Meeting
27 April 2017
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 9.03 Washington, DC time on 27 April 201 7. David
Sidwell, AFC Chair, chaired the meeting .

1.2 The Chair noted that the Committee met for a closed session on 26 Apr il to discuss
various matters including the role , responsibilities and information needs of the
Committee as reflected in its Charter .

1.3 The Chair reiterated his request, as was made at the closed session, for the June
AFC meeting to take place at the Gavi Geneva offices and allow for dial in facility
to include AFC members who may not be attending the Board meeting.

1.4 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). Ted Chaiban representing UNICEF informed the Committee
that based on his organisational interest, he would recuse himself from the first
decision of the Committ ee involving approval of UNICEF fees for 2018.

1.5 The Committee noted the minutes of its meeting on 9 February 201 7 (Doc 1b),
which had been approved by no -objection on 24 March 201 7.

1.6 The Committee also reviewed its action sheet (Doc 1c) and its forward wor kplan
for 201 7 and 201 8 (Doc 1d) .

------

2. Financ e update

2.1 Barry Greene, Managing Director, Finance and Operations, summarised the
objective of the paper. He invited Tony Dutson, Senior Director , Finance and Chief
Accounting Officer, to outline financial implications of decisions that the Gavi
Board may be asked to consider at its meeting in June, and the resources available
to meet those needs to ensure that the decisions taken by the Gavi Board are i n
line with the Gavi Programme F unding Policy (Doc 02).

2.2 Mr Dutson, while presenting the Finance Update paper and its recommendations,
informed the AFC that it was being requested to make recommendation s to the
Board to approve UNICEF procurement fees for 2018 . He provided context for the
procurement fees as well explain ing the basis for the change in fees. He also
highlighted to the Committee that UNICEF had informed Gavi of their intention to

Minutes

AFC -2017 -Mtg -01 1





G avi Alliance Audit and Finance Committee Meeting
9 February 201 7
Teleconference


1. Declarations of interest

1.1 Finding a quorum of members present, the meeting commenced at 10.00
Washington time on 9 February 201 7. David Sidwell, Audit and Finance
Committee Chair, chaired the meeting.

1.2 Standing declarations of interest wer e tabled to the Committee (Doc 1a in the
Committee pack). Philip Armstrong, Director of Governance, noted that he had
received the declarations of interest fr om all the Committee members.

1.3 The Committee reviewed the minutes of its meeting on 5 Decem ber 2016 (Doc
01b) , which had been appro ved by no -objection on 20 January 2017 .

1.4 The Committee a lso reviewed its action sheet (01c) .

1.5 The Committee reviewed its forward workplan (Doc 01d).

1.6 Finally, the new Board -approved AFC Charter (Doc 01e) was included in the pack
for information.

Discussion

? A Committee member asked, while discussing the action sheet, if there were any
terms of reference for the Gavi Geneva office move to the Health Campus. The
Secretariat informed the Committee that while there were no external
assessments or term s of reference for the move of the office, it was expected to
result in annual cost savings of $0.5 to $1.0 million in rent annually, in addition to
allowing Gavi to synergise with the Global Fund , on backend operations where
appropriate . An update on the cost savings would be provided to the Committee
at its June 2017 meeting.

? A Committee member asked after plans for conducting a deep -dive into one or two
top risks for Gavi during a future Board meeting. The Secretariat agreed to discuss
this during the A pril meeting and seek AFC?s input on potential candidates for such
deep -dives with the Board .





Minutes

AFC -2016 -Mtg -05 1




G avi Alliance Audit and Finance Committee Meeting
5 Dec ember 201 6
Sofitel Abidjan Hotel Ivoire, Abidjan, C?te d?Ivoire


1. Declarations of interest

1.1 Finding a quorum of members present, the meeting commenced at 14.32 Abidjan
time on 5 Dec em ber 201 6. David Sidwell, Audit and Finance Committee (AFC)
Chair, chaired the meeting.

1.2 Standing declarations of interest wer e tabled to the Committee (Doc 1a in the
Committee pack).

1.3 The Committee approved the minutes of its meeting on 21 October 2016 (Doc
01b) , noting a technical correction in the dates pertaining to Audit and
Investigations (A&I) Plan for 2016 and 2107.

1.4 The Committee reviewed its action sheet (01c) . The Chair requested that the
action sheet capture the discussion during the 21 October meeting, when it was
ag reed to see how the cash channe led to countries through the partners could be
better audited either through the Gavi A&I team or by leveraging the internal audit
functions of the partners . The Secretariat confirmed that this will be added to the
action sheet.

Decision One

The Gavi Alliance Audit and Finance Committee :

? Approved the minutes of its meeting on 21 October 2016 noting a technical
correction in Section 5.2 referring to the dates of the Internal Audit Plans of 2016
and 2017.

------

2. Forward year workplan review

2.1 The Committee reviewed its forward workplan (Doc 02) .

Discussion

? The Chair noted that during the last meeting it was decided to include periodic
reviews of technology and operations in the AFC agenda , and that t he first review
is planned for the AFC meeting on 9 February 2017 and shall become a standing
item for review in February each year .



Minutes

AFC -2016 -Mtg -04 1
th



G avi Alliance Audit and Finance Committee Meeting
21 October 2016
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 10.0 1 Washington, DC time on 21 October 2016 . David Sidwell,
Audit and Finance Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 0 1a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 28 July 2016 (Doc 01b), which
had been approved by no -objection on 16 September 2016.

1.4 The Committee also reviewed its action sheet (Doc 01c) and its forward workplan
for 2016 and 2017 (Doc 01d) . The Chair noted that periodic review of technology
and operations will be added to the workplan as agreed during the meeting on 28
July 2016.

1.5 The Chair also noted that going forward, AFC meetings in DC will begin earlier
than the current start time of 10am to set the meeting at a more reasonable time
for Committee members and staff attending either via videoconference or
teleconference .

------

2. Financial update

2.1 Barry Greene, Managing Director , Finance and Operations, outlined the financial
implications of the funding decisions which would be submi tted to the Board in
December 2016, and which would be subject to review of the Programme and
Policy Committee when it me ets the following week (Doc 0 2) . He highlighted that
the role of the AFC is to assure the Board that these decisions can be taken in
accordance with the Gavi Progra mme Funding Policy which requires that
qualifying resources are available through 2020 to fund these decisions .

2.2 Mr Greene highlighted to AFC members that there would be a commercially -
sensitive decision brought to the Executive Committee at a meeting to be
convened shortly that will result in increased expenditure of US$ 50 million. He
noted that from a funding capacity perspective, Gavi has sufficient resources
available to meet this need. He also explained that this information was obtained

Minutes

AFC -201 6-Mtg -01 1




G avi Alliance Audit and Finance Committee Meeting
26 February 2016
Teleconference


1. Declarations of interest

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 16 .06 Geneva time on 26 February 2016 . David Sidwell, Audit and
Finance Committee Chair , chaired the meeting .

1.2 Standing declarations of interest wer e tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its joint meeting with the Programme and
Policy Committee on 6 November 2015 (Doc 01b) , as well as the minutes of its
meeting s on 6 November 2015 (Doc 01c) and 1 December 2015 (Doc 01d), both
of which had been approved by no -objection on 13 February 2016 .

1.4 The Committee also reviewed its forward workplan (Doc 01e).

------

2. 2015 audit strategy

2.1 Pierre -Henri Pingeon and Karina Vartanova from KPMG, Gavi?s independent
auditors , outlined KPMG?s plan for the audit of the 2015 consolidated financial
statements, including reporting to management on any issues which might arise.
They provided information on their audit strategy, highlighting that they had
assessed the key audit risks on which they will continue to focus. They reviewed
the materiality thresholds and provided information on the communication plan and
reporting timeline.

2.2 They drew the Committee?s attention to US GAAP standards which will become
applicable when audit ing Gavi?s consolidated financial statements going forward,
but which will not need to be taken in to consideration for the 2015 audit.

Discussion

? Committee members noted that matters which might be identified through the audit
process will be discussed with management and there will be a joint decision on
whether or not appropriate changes will need to be made to the financial
statements before they are issued.


Minutes

AFC -2015 -Mtg -04 1




G avi Alliance Audit and Finance Committee Meeting
6 November 201 5
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 11.15 Washington time on 6 Novem ber 201 5. Wayne Berson, Audit
and Finance Committee Chair, chaired the meeting 1.

1.2 The Chair informed the Committee members that he would have to step out of the
meeting around lunch time and tha t David Sidwell would chair the rest of the
meeting to its conclusion .

1.3 Standing declarations of interest wer e tabled for the Committee (Doc 01a in the
AFC/PPC Committee meeting pack).

1.4 The Co mmittee noted the minutes of its meeting on 21 July 2013 (Doc 01a), which
were approved by no -objection on 7 September 2015. In addition, the Committee
reviewed its action sheet (Doc 01b) and its forward workplan (Doc 01c).

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2. Programme Funding Policy revision

2.1 Following the Committee?s guidance to the Secretariat on a revision of the
Programme Funding policy, Tony Dutson, Senior Director Finance and Chief
Accounting Officer , presented their proposed changes to the Policy (Doc 02). The
core of the Policy is unchanged and the proposed modifications would simplify
programme funding decisions, streamline aspects of the vaccine procurement
process, and clarify operational aspects of cash and investment reserve. The
Committee was asked t o recommend these changes to the Board.

Discussion

? There were no questions on this point.






1 Post meeting note: During the meeting some items were not presented in the order in which they appeared on the
agenda but these minutes record the discussions and decisions in the order originally planned.

Minutes

AFC-2015-Mtg-03 1



Gavi Alliance Audit and Finance Committee Meeting
21 July 2015
Teleconference


Finding a quorum of members present, the meeting co mmenced at 16.00 Geneva time
on 21 July 2015. Wayne Berson, Audit and Finance Co mmittee Chair, chaired the
meeting.
1. Executive session with KPMG
1.1 The Committee held an executive session with Pi erre-Henri Pingeon and Karina
Vartanova from KPMG, Gavi?s independent auditor, to discuss the conduct of the
2014 audit (Doc 01).
1.2 The Committee convened in open session at 16.20 .
------

2. Chair?s report
2.1 Standing declarations of interest were tabled t o the Committee (Doc 2a in the
Committee pack); there were no additional conflicts declared.

2.2 The Committee reviewed the minutes of its meeti ng on 22 May 2015 (Doc 2b). It
agreed to add language noting that the Secretariat would address the financial
implications of vaccine presentation switching thro ugh future updates in the
financial forecast.

2.3 The Committee also reviewed its action sheet (D oc 2c) and forward workplan (Doc
2d).

Decision One

The Gavi Alliance Audit and Finance Committee:
 Approved the minutes of its meeting on 22 May 2015 continge nt upon inclusion
of the amendment agreed at this meeting.

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3. 2014 annual financial report
3.1 Louis Mkanganwi, Director of Financial Reportin g, presented the draft 2014
Annual Financial Report (Doc 03).


Minutes

AFC-2015-Mtg-02 1



Gavi Alliance Audit and Finance Committee Meeting
22 May 2015
Teleconference


1. Chair?s report
1.1 Finding a quorum of members present, the meetin g commenced at 15.30 Geneva
time on 22 May 2015. Wayne Berson, Audit and Financ e Committee Chair, chaired
the meeting.

1.2 Standing declarations of interest were tabled t o the Committee (Doc 1a in the
Committee pack); there were no additional conflicts declared.

1.3 The Committee reviewed the minutes of its meeti ng on 25 February 2015 (Doc
1b), its action sheet (Doc 1c), and its forward wor kplan (Doc 1d).

Decision One

The Gavi Alliance Audit and Finance Committee:
 Approved the minutes of its meeting on 25 February 2015.

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2. Financial forecast and programme funding request

2.1 Barry Greene, Managing Director of Finance and Operations, delivered a report to
the Committee asking it to review the financial imp lications of a programme
funding request and to confirm to the Board and/or Executive Committee that the
programmes could be financed in accordance with the Programme Funding Policy
(Doc 2). The programmes to be considered arose main ly from the
recommendations made on 16-17 March 2015 by the Ind ependent Review
Committee (IRC). The funding request also included financing initiatives that were
recommended by the Programme and Policy Committee ( PPC) during its May
2015 meetings. To support this review, Mr Greene pr ovided an updated financial
forecast.
2.2 In summary, the Board or Executive Committee wi ll be requested to endorse a net
increase in programme budgets by US$ 52.9 million f or the period 2015-2019 to
implement the IRC recommendations and to approve a net increase of near-term
programme liabilities by $51.5 million for 2015-201 6. Further, the Board or
Executive Committee would be asked to endorse a net increase in programme
budgets, and approve a near-term liability, of $30 million for 2015-2016 for
measles strategic investment activities in Ethiopia and the Democratic Republic of
Congo. Finally, the Board would be asked to note th at Gavi has the financial


Minutes

AFC-2015-Mtg-01 1




Gavi Alliance Audit and Finance Committee Meeting
25 February 2015
Teleconference


1. Chair?s report
1.1 Finding a quorum of members present, the meetin g commenced at 16.00
Geneva time on 25 February 2015. Wayne Berson, Audi t and Finance
Committee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled t o the Committee (Doc 1a in the
Committee pack); there were no additional conflicts declared. The Committee
was informed when the annual declarations form woul d be distributed.

1.3 The Committee reviewed the minutes of its meeti ng on 24 October 2014 (Doc
1b), its action sheet (Doc 1c), and its forward wor kplan (Doc 1d).

Decision One

The Gavi Alliance Audit and Finance Committee:
 Approved the minutes of its meeting on 24 October 2014.

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2. 2014 audit strategy
2.1 Pierre-Henri Pingeon and Karina Vartanova from KPMG, GAVI?s independent
auditors outlined KPMG?s plan for the audit of the 2014 Annual Financial Report
(Doc 2). They highlighted the purposes and objectiv es of the audit, key dates
and deliverables, key audit areas, and risks. They also reviewed independence
and materiality thresholds.
Discussion
 The Committee agreed with the outlines of the audi t plan and thanked KPMG for
the quality of the report. The Chair encouraged com mittee members to contact
Mr Pingeon and Ms Vartanova directly or through him on any issue.

 Enhancements to risk management and fiduciary over sight are key issues for
Gavi going forward. Linking these mandates with the financial audit could be
mutually reinforcing.
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Minutes

AFC -2014 -Mtg -04 1




G avi Alliance Audit and Finance Committee Meeting
24 Octo ber 2014
Gavi Offices, Geneva, Switzerland and Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the
meeting commenced at 16.00 Geneva time on 24 Octo ber 201 4. Wayne Berson,
Audit and Finance Committee Chair, chaired the meeting .

1.2 The Chair welcomed members of the Programme and Policy Committee (PPC)
to the meeting. Originally scheduled to be a joint session, unfortunately the PPC
did not have a quorum. However, the Chair invited the PPC members to
participate in the business plan and budget discussion and to offer a collective
view to the Executive Committee whether to recommend the business plan and
budget to the Board.

1.3 Standing declarations of interest wer e tabled to the Committee (Doc s 1a and 1b
in the Committee pack); there were no additional conflicts declared.

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2. 2015 business plan and budget

2.1 Anuradha Gupta, Deputy CEO, and Barry Greene, Managing Director of Finance
and Operations, presented the proposed 2015 business plan and budget (Doc
2). Ms Gupta highlighted that 2015 is a transition year from the 2011 -2015
strat egic plan to the 2016 -2020 strategic plan. With a focus on vaccine
introductions, health systems and supply chain strengthening, and successful
country graduation s, the 2015 business plan would set the stage for a new
paradigm in which Gavi would reinforce its country focus, ensure good grant and
risk management, and leverage purposeful partnerships.

2.2 Mr Greene provided an overview of the proposed business plan budget for
2015. Totalling US$ 250 million, the budget represents an increase of 12% over
2014. Nearly half of the increase is to scale -up supply -chain activities funded by
an earmarked contribution from the Canadian Government. Secretariat budget
growth is focused on programme implementation and risk, and this is partia lly
offset budget reductions in other areas.

2.3 Increases to WHO?s budget are to support IPV introductions, HSS
implementation, data quality efforts, and surveillance. An increase to UNICEF?s
budget would support Gavi?s work around immunisation coverage and equity. The
World Bank would receive funding for work on graduation, financial sustainability,


Minutes

.......
GAVI Alliance Audit and Finance Committee Meeting
13 February 2014
AFC -2014 -Mtg -1 1




GAVI Alliance Audit and Finance Committee Meeting
13 February 201 4
Teleconference


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 13 February 201 4. Wayne Berson, Audit and Finance
Committee Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack) and the Committee members announced no additional
declarations. The Committee reviewed the minutes of its meeting on 10
October 2013 (Doc 1b), its action sheet (Doc 1 c) and its forward workplan
(Doc 1d ). The Secretariat confirmed it would report to the Committee its
discussions with Sweden on releasing the 2012 management letter at the
April meeting.

Decision One

The GAVI Alliance Audit and Finance Committee:

? Approved the minutes of its meeting on 10 O ctober 2013.

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2. Financial forecast and Programme Funding Plan

2.1 Tony Dutson , Senior Director, Finance and CAO , requested the Committee to
review the financial forecast and advise the Executive Committee that the
financial resources were available to finance a Programme Funding Plan .
(Doc 2). The decisions requested of the Executive Committee arise mainly
from the programmatic recommendations of the 7 -22 November 2013 New
Proposals Independent Review Committee meeting.

2.2 In summary, the EC will be requested to approve the initial funding of 25 New
Vaccines Support programmes, endorse a net increase in overall programme
budgets of US$ 129,355,000 for the period 2014 -2020, and approve a net
increase in near -term liabilities (a component of new and previously approved
programme budgets) of $91,028,000 for the period 2014 -2015.

 

1


AFC -2013 -Mtg -4



GAVI Alliance Audit and Finance Committee Meeting
10 October 2013
Geneva, Switzerland/Washington, DC, USA

FINAL MINUTES

Chair?s report 1
1.1 Finding a quorum of members present, the meeting commenced at 1 7.00
Geneva time on 10 October 2013. Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting.
1.2 Standing declarations of interest were tabled. (Doc 01a in the Committee
pack). Dirk Gehl, Audit and Finance Committee delegate, noted that he
recently accepted an appointment to join the Secretariat but had not yet
started. Wayne Berson had agreed prior t o the meeting that he could
attend the entire meeting.
1.3 The Committee noted the minutes of its meeting on 30 July 2013 (Doc 4a),
which were approved by no -objection on 20 September 2013. In addition,
the Committee reviewed its action sheet (Doc 4b) and its forward workplan
(Doc 4c).
------
Benchmarking of GAVI's vaccine procurement arrangements 2
2.1 Helen Evans , Deputy CEO, reported the outcome of the benchmarking
review of GAVI ?s vaccine procurement arrangements with UNICEF as
requested by the Board at its meeti ng in December 2012 (Doc 5).
2.2 In short , the study revealed that UNICEF?s procurement activities bring
cognizable value and its operational performance is good but has potential
for improvement . The report offered recommendations that a joint
UNICEF -GAVI working group will take forward .
Discussion
? The Committee noted that the Executive Committee discussed the study?s
results in September 2013 and would be continuing the discussion during
its November meeting.

AFC -2013 -Mtg -4a 1 PPC -2013 -Mtg -2a



GAVI Alliance Audit and Finance Committee &
Programme and Policy Committee Joint Meeting
10 October 2013
Geneva, Switzerland/Washington, DC, USA

FINAL M INUTES

Chair?s report 1
1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 10 October 2013. Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting by phone from Washington .
1.2 Wayne Berson and Richard Sezibera , Programme and Policy Committee
Chair, welcomed participants to the joint meeting . Standing declarations of
interest for both committees were tabled to all participants. (Docs 01a an d
01b in the pack distributed to each committee ). Dirk Gehl, Audit and
Finance Committee delegate, noted that he recently accepted an
appointment to join the Secretariat but had not yet started. Wayne Berson
noted he had agreed prior to the meeting that Dirk Gehl could attend the
entire meeting.
------
Business plan & budget 2013 -2014 2
2.1 In 2012, the Board approved a two -year business plan and budget
including annual deliverables, activities, and budgets for 2013 and 2014
for all GAVI implementing p artners and for the Secretariat (Doc 2). Based
on experience to date, including pr ogress against the deliverables, a
deepened understanding of the challenges and evolving risks in 2013 ,
Helen Evans, Deputy CEO, proposed some slight adjustments in order to
achieve the programme objectives and yearly deliverables approved in
2012. These a djustments have been made in close consultation with
funded partners. Barry Greene, Managing Director of Finance and
Operations, highlighted the key budgetary aspects of the proposal.
Discussion
? Committee members observed a modest decrease in the forecast for
programme expenditures for 2014 , compared to the corresponding
amount forecast a year ago , due mainl y to updated assumptions on

.......
GAVI Alliance Audit and Finance Committee Meeting
5 February 2013
AFC -201 3-Mtg -1 1




GAVI Alliance Audit and Finance Committee Meeting
5 February 201 3
Teleconference


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting comm enced at 16.00
Geneva time on 5 February 2013 . Wayne Berson, Audit and Finance
Committee Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack). The Committee also reviewed its action sheet (Doc 1b) and
its forward workplan (Doc 1c ).

1.3 Tony Dutson, Senior Director Finance & Chief Accounting Officer noted that
the Secretariat was setting up a process to implement the Board -approved
Carry Forward Policy and would report on it at the Committee?s April 2013
meeting. In addition, he noted that the World Bank was assessing its external
audit arrangements and that the outcome would be reported to the Committee
during the April meeting. He also reported an early indication of the fi rm likely
to receive the appointment.

------

2. Programme Funding Plan approval / IRC Recommendations

2.1 Tony Dutson reported that the Secretariat would request that the Executive
Committee endorse a net increase in programme budgets by US$
392,179 ,000 for 2013 -2017 and a pprove a net increase of near -term
programme liabilities (a sub -component of endorsed programme budgets) by
$226,675,000 for 2013 -2014 (Doc 2).

2.2 In addition, he noted that the EC would be asked to consider conditionally
endorsing a further net increase in programme budgets of $ 288,924,000 for
2013 -2016 and a further approval of near -term programme liabilities of up to
$199,310,000 for 2013 -2014. Funding for these progr ammes had been
recommended by the Independent Review Committee with conditions,
necessitating a further IRC review in March 2013. However, the EC was being
asked to endorse those programmes now, subject to the IRC reporting that its
own conditions had been met.

 

.......
GAVI Alliance Audit and Finance Committee Meeting
30 July 2013
AFC -2013 -Mtg -03 1




GAVI Alliance Audit and Finance Committee Meeting
30 July 201 3
Teleconference


FINAL M INUTES

Finding a quorum of members present, the meeting commenced at 08 .10
Washington time on 30 July 2013 . Wayne Berson, Audit and Finance Committee
Chair, chaired the meeting. Standing declarations of interest were tabled to the
Committee (Doc 3a in the Committee pack).

1. Executive session with the external auditor

1.1 The Committee held an executive session with Pierre -Henri Pingeon , Partner,
and Karina Vartanova , Senior Manager, from KPMG, GAVI?s external auditor
to discuss the conduct of the 201 2 audit (Doc 1).

1.2 At 08 .30 , the Committee convened in open session.

Discussions out of executive session

? The following outcomes were reported during general session:

? Pierre -Henri Pingeon had reviewed the key risk areas that KPMG focus ed on
during its audit , including two risks related to c ash -based programmes and the
effect of the IFFIm downgrade.

? In relation to the cash -based programmes, Mr Pingeon confirmed that KPMG
had worked with Simon Lamb, Managing Director of Internal Audit, and
Bernardin Assiene, TAP Director, to review GAVI?s risk management policies
and procedures around these programmes . The Chair suggested that more
pro active discussions and controls with GAVI -eligible countries should be
established to further mitigate risk. The Committee also request ed the
Secretariat f inance team and KPMG continue to work together to further
improve the control s, and explore additional policies and procedures for risk ier
implementing countries . The Committee also mentioned the possibility of
getting support from partner agencies working in the GAVI countries to reduce
risk. Simon Lamb indicated new ways these process es are being scrutinised.

? In relation to the effect of the IFFIm credit downgrade, Barry Greene ,
Managing Director of Finance and Operations, and Louis Mkanganwi , Director
of Financial Reporting , confirmed GAVI had work ed closely with the World
Bank to address the risks related to this matter , including the risks associated
 

.......
GAVI Alliance Audit and Finance Committee Meeting
22 April 2013
AFC -2013 -Mtg -02 1




GAVI Alliance Audit and Finance Committee Meeting
22 April 201 3
Washington /Geneva


FINAL M INUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 8.30
Washington time on 22 April 2012 . Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Comm ittee pack). The Committee reviewed the minutes of its meeting on 5
February 201 2 (Doc 1b ). In addition, t he Committee reviewed its action sheet
(Doc 1 c) and its forward workplan (Doc 1 d).

------

2. 2012 audit strategy and calendar

2.1 Pierre -Henri Pingeon and Karina Vartanova from GAVI? s external auditor
KPMG outlined their plan for the audit of the 201 2 Annual Financial Report
(Doc 2 a). They highlighted the purposes and obj ectives of the audit , key dates
and deliverables, key audit areas, and risks . They also reviewed
independence and materiality thresholds, and confirmed KPMG will be
working closely with the internal audit and TAP teams in addition to the
finance team.

2.2 Following that, Louis Mkanganwi reviewed the 2012 audit calendar (Doc 2b).
He reported that both the unwinding of the GAVI Fund Affiliate (GFA) and the
discussions between IFFIm and the World Bank regarding IFFIm?s swaps
exposure would be occurring concurrently with the 2 012 audit. He mentioned
that both these matters impact the 2012 financials, but he currently did not
expect either matter to hinder or delay the audit.

Discussion

? In response to questions from the Chair, Louis Mkanganwi confirmed he was
comfortable with KPMG?s audit strategy and KPMG confirmed that there were
no foreseeable issues.

 

.......


GAVI Alliance Audit and Finance Committee Meeting

9 November 2012
AFC-2012-Mtg-04 1





GAVI Alliance Audit and Finance Committee Meeting 9 November 2012
Genev

a, Switzerland/Washington, DC, USA

FINAL MINUTES


1. Chair?s report
1

.1 Finding a quorum of members present, the meeting commenced at 17.05 Geneva time on 9 November 2012. Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting.

1.2 The Chair and Gustavo Gonzalez-Canali, Programme and Policy Committee Chair, welcomed participants to the joint meeting. (PPC members joined for
the parts of the meeting recorded in sections 1, 2a, and 3 of these minutes,
and were not in attendance for sections 2b, and 4-11.)

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the Committee pack). Shanelle Hall, attending the meeting as an observer for
UNICEF Supply Division (SD) declared her interest as UNICEF SD is a
recipient of funding under the Business Plan. ------

2. Business plan & budget 2013-2014

2
a.1 Helen Evans, Deputy CEO, presented the key programmatic aspects of the 2013-2014 Business Plan as had been discussed by the PPC at their meeting
in October. She thanked all partners for their contribution in developing the
Business Plan. Gustavo Gonzalez-Canali confirmed that the presentation
reflected accurately the discussion of the PPC.

2a.2 Barry Greene, Managing Director, Finance and Operations, presented the key budgetary aspects of the 2013-2014 Business Plan, highlighting the evolution
of expenditures, the distribution of the Business Plan budget, and the budget
evolution by partner. He indicated that there is a focus on board priorities to
reach the targets by 2015.

Discussion

 The AFC Chair expressed his particular concern with the evolution of the budget for UNICEF Supply Division (SD). The AFC is under pressure from

.......
GAVI Alliance Audit and Finance Committee Meeting
5 October 2012
AFC -2012 -Mtg -3 1




GAVI Alliance Audit and Finance Committee Meeting
5 October 201 2
Teleconference


FINAL M INUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 10.00
Washington time on 5 October 2012. Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Com mittee pack).

1.3 The Committee noted the minutes of its meeting on 25 July 2012 (Doc 1b) ,
which were approved by no -objection on 27 August 2012. It also noted the
minutes of the decision taken by unanimous consent on 19 September 2012
to recommend the 2011 Annual Financial Report to the Board (Doc 1c).

------

2. Financial forecast / Programme approvals ? unrestricted countries

2.1 Tony Dutson, Senior Director of Finance and Chief Accounting Officer,
informed the Committee of the updated financial forecast for 201 1-2020 . He
reported that the Secretariat intend ed to request from the Executive
Committee endorsement of programme budgets and approval of near -term
financial commitments from programme budgets (Doc 2).

2.2 During this section, he did not address budgets and financial commitments for
Myanmar and Sudan.

2.3 For the other countries , the Executive Committee will be asked to endorse a
net decrease to multi -year programme budgets in the amount of US$
95,415,236 and a net increase to near -term programme liabilities in the
amount of $ 823,194,105 . He confirmed the Secretariat?s assessment that
GAVI could make these approvals in accordance with the Programme
Funding Policy.

Discussion

? Indicative cash outflows increase substantially from 2012 to 2013, but then fall
in 2014. The increase is a result of a large number of new introductions of
 

.......
GAVI Alliance Audit and Finance Committee Meeting

25 July 2012
AFC-2012-Mtg-02 1


GAVI Alliance Audit and Finance Committee Meeting
25 July 2012
Teleconference

FINAL MINUTES

Finding a quorum of members present, the meeting co mmenced at 10.00
Washington time on 25 July 2012. Wayne Berson, Audi t and Finance Committee
Chair, chaired the meeting. Standing declarations o f interest were tabled to the
Committee (Doc 3a in the Committee pack).
1. Executive session with the external auditor
1.1 The Committee held an executive session with Ma rianne Fallon, Pierre-Henri
Pingeon, and Karina Vartanova from KPMG, GAVI?s ext ernal auditor to
discuss the conduct of the 2011 audit (Doc 1). The Committee invited Cees
Klumper, Director of Internal Audit to attend.

1.2 At 10.40, the Committee convened in open sessio n.

Report out of executive session
 The Chair summarised for the minutes the outcomes of the executive session.

 The Committee had discussed a difference in opinio n between GAVI and
KPMG with regard to the methodology used to value A MC pledges. The Chair
reported that in his opinion, and that of another ? Big Four? accounting firm, the
valuation method GAVI had used, which KPMG had acce pted during the past
two years, continued to be the appropriate one, and questioned why KPMG
was advocating a change even though the applicable accounting standards
had not changed. Consequently, before recommending the 2011 annual
financial report to the Board, the Committee reques ted that KPMG clarify:
o Why KPMG?s new position on the methodology was cor rect and why
GAVI?s current position was incorrect, and
o On what basis KPMG had approved the methodology in previous years
and why it changed its position from this previousl y approved
methodology. Derek Strocher from the World Bank off ered to work with
the Secretariat to resolve this issue with KPMG.

 The Committee had discussed KPMG?s characterisatio n of two immaterial
employee benefit issues that had been detected and resolved by the
Secretariat. Whilst KPMG noted they had been approp riately handled, the
 

.......
GAVI Alliance Audit and Finance Committee Meeting
11 April 2012
AFC -2012 -Mtg -01 1




GAVI Alliance Audit and Finance Committee Meeting
11 April 201 2
Washington, DC, USA


FINAL M INUTES

1. Commencement

1.1 Finding a quorum of members present, the meeting commenced at 1 0.04
Washington time on 11 April 2012 . Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack).

1.3 The C ommittee reviewed the minutes of its meetings on 28 October 2011
(Doc 1b) and 3 November 2011 (Docs 1c). In addition, t he Committee
reviewed its action sheet (Doc 1d) and its forward workplan (Doc 1e).

Decision One

The GAVI Alliance Audit and Finance Committee:

? Approved the minutes of its meetings on:
o 28 October 2011
o 3 November 2011 .

------

2. KPMG audit strategy

2.1 Pierre -Henri Pingeon and Karina Vartanova from GAVI? s external auditor
KPMG outlined their plan and strategy for the audit of the 2011 Annual
Financial Report (Doc 2). They highlighted the purposes and objectives of the
audit; key dates, deliverables, and audit areas; and risks.

Discussion

? KPMG confirmed that the audit of the financials for the IFFIm Company, which
are consolidated into GAVI?s financials, had not yet commenced.


 

.......
GAVI Alliance Audit and Finance Committee Meeting
3 November 2011
AFC -201 1-Mtg -06 1




GAVI Alliance Audit and Finance Committee Meeting
3 November 201 1
Teleconference


FINAL MINUTES

1. Commencement

1.1 Finding a quorum of members present, the meeting commenced at 16.02
Geneva time on 3 November 201 1. Wayne Berson , Audit and Finance
Committee Chair , chaired the meeting .

------

2. 2012 business plan budget

2.1 The Committee referred to its discussion on 28 October 2011 that it was not in
a position to recommend the budget to the Board in light of its determination
that it would be helpful for the full Programme and Policy Committee (PPC) to
review the budget implications as well .

2.2 Gustavo Gonzalez -Can ali, Chair of the PPC reported that his committee
reviewed budget implications during a teleconference on 2 November 2011.
He reported that he reminded the PPC that in 2010, the Board had approved
the strategy and business plan for 2011 -2015, the budget fo r 2011, and a
provisional budget for 2012.

2.3 The PPC had supported the priority areas including strengthening
accountability. It was also noted that the 2012 budget request did not support
a change in role for the Secretariat; the emphasis was on enhan cing
engagement and coordination, particularly at country -level. Further, the PPC
discussed the proposed CEO reserve acknowledging that the CEO ought to
have some meaningful flexibility, but that scrutiny over the size and use of the
reserve was part of th e Board?s fiduciary responsibility. The CEO reported that
after listening carefully to the PPC, he had recommended that the reserve be
reduced.

2.4 The PPC also discussed funding for research, increases to the budget for the
law and governance team, implementation of vaccine introduction and health
system strengthening activities, and potential Executive Committee review of
the budget.

 

.......
GAVI Alliance Audit and Finance Committee Meeting
28 October 2011
AFC -201 1-Mtg -05 1




GAVI Alliance Audit and Finance Committee Meeting
28 October 2011
Geneva, Switzerland/Washington, DC USA


FINAL MINUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.02
Geneva time on 28 October 201 1. Wayne Berson , Audit and Finance
Committee Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack).

1.3 The Committee reviewed the minutes of it s meeting s on 23 September 2011
(Doc s 1b and 1c ). The Committee requested that the minutes clarify that it
would like to see best and worst case scenarios in financial forecasting.

1.4 The Committee r eviewed its action sheet (Doc 1 d) and its forward workplan
(Doc 1 e).

Decision One

The GAVI Alliance Audit and Finance Committee :

? Approved the minutes of its meeti ngs on 23 September 2011 (Docs 1b and
1c).

------

2. Financial forecast and programme funding

2.1 Barry Greene, Managing Director of Finance and Operations and Tony
Dutson, Senior Director, Finance and Chief Accounting Officer informed the
Committee of the updated financial forecast for 2011 -2016, and requested
that the Committee confirm that the Board or Executive Committee could
endorse budgets and approve funding for GAVI programmes ( as outlined in
Doc 2) , in accordance with the Programme Funding Policy . The forecast
incorporated the latest demand estimates, funding decisions ta ken to date,
and the current level of resources. Notably, the latter figure reflected the
results of the 13 June 2011 Pledging Conference, additional contributions
 

GAVI Alliance Audit and Finance Committee Mee ting
23 September 2011

AFC -2011 -Mtg -4a 1





GAVI Alliance Audit and Finance Committee Meeting
23 September 2011
Teleconference


FINAL MI NUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.02
Geneva time on 23 September 2011. Wayne Berson , Audit and Finance
Committee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Boa rd pack). No further conflicts of interest were declared.

1.3 The Committee reviewed the minutes of its meeting on 29 July 2011 (Doc
#1b) .

1.4 The Committee noted the record of actions (Doc #1 c). The Secretariat
informed the Committee that the Board would shortly receive the 2010 Annual
Financial Report for consideration and, if though t fit, approval. The
Committee underst oo d that the timeline would result in the Report being
approved by early October 2011.

1.5 The Committee reviewed its forward workplan (Do c #1 d). It decided to move
its 27 October 2011 meeting to 28 October 2011 .

Decision One

The GAVI Alliance Audit and Finance Committee :

? Approved the minutes of its meeting on 29 July 2011.

---

2. Financial forecast and programme funding

2.1 Barry Greene, Managing Director of Finance and Operations and Tony
Dutson, Senior Director, Finance and Chief Accounting Officer informed the
Committee of the updated financial forecast for 2011 -2016, and requested
that the Committee review the financial i mplications of budgets and near -term
funding for GAVI programmes (Doc # 2). These requests derive primarily from

Minutes of the GAVI Alliance Audit and Finance Committee Mee ting
29 July 2011

AFC -2011 -Mtg -3 1




GAVI Alliance Audit and Finance Committee Meeting
29 July 2011
Teleconference


FINAL MI NUTES

Finding a quorum of members present, the meeting commenced at 16.10 Geneva
time on 29 July 2011 . Wayne Berson , Audit and Finance Committee Chai r chaired
the meeting.

1. Executive session with the external auditor

1.1 The Committee moved immediately into executive session with Marianne
Fallon and Pierre -Henri Pingeon from KPMG, GAVI?s external auditor to
discus s the conduct of the 2010 audit (Doc #1 in the Committee pack).

---

2. 2010 GAVI Alliance Annual Financial R eport

2.1 At 1 6.28, the Committee convened in general session.

2.2 Louis Mkanganwi, Director of Financial Reporting reviewed the 2010 Annual
Financial Report (Doc #2). In order to make the financial statements clearer
and more useful to donors, partners and other stakeholders, the Secretariat
made certain enhancements to the report including inserting the IFFIm and
GFA financial statements, crafting a ?Discussion and Analysis? section , and
inserting supplemental schedules analysing contributions and pledges .

2.3 KPMG expected to deliver a clean opinion on the audit .

Dis cussion

? The Committee wanted to ensure that the donors would be comfortable
disclosing the contributions and pledges schedule. It was reported that the
table replicated an unaudited table presented at the 13 June 2011 pledging
event and so the informatio n was generally publically available . The
Committee requested the Secretariat to update the table to state that the
contents only represented incoming funds through 2015 and that confirm that
the donors were comfortable that the table was included in the audited
financial statements.
 

GAVI Alliance Audit and Finance Committee Meeting, 11 May 2011 FINAL MINUTES

AFC -2011 -Mtg -2 1




GAVI Alliance Audit and Finance Committee Meeting
11 May 2011
Geneva/Washington


FINAL MI NUTES

1. Chair?s report

Finding a quorum of members present, the meeting commenced at 15 .00 Geneva
time on 11 May 2011 . Wayne Berson , Audit and Finance Committee Chai r chaired
the meeting.

Standing declarations of interest were tabled to the Committee (Doc #1a in the
Committee pack). Next the Committee reviewed the minutes of its meeting on 24
March 2011 and noted they had been approved by email on 30 April 2011 (Doc #1b).
Finally, the Committee reviewed actions arising from previous meetings (Doc #1c)
and its forward workplan (Doc #1 d).

---

2. Updated long term financials

Tony Dutson, Senior Director, Finance and Chief Accounting Officer updated the
Committee on the financial forecast , which incorporated the latest demand estimates
and funding decisions (Doc #2) .

? Programme expenditure estimates for 2011 -2015 had reduced by
approximately US$ 153 million. The principal reason was a delay in
commencing Rotavirus introduction in Bangladesh and Ethiopia.

? Projected inflows are included in the forecast once a pledge becomes
relatively assured. As a result, as pledges are firm ed up, the projected inflow
increases. Recent pledges by the Crown Prince of Abu Dhabi and the Bill &
Melinda Gates Foundation were confirmed, and the Committee expressed its
appreciation for the support.

? The Committee also discussed the amount of money available from IFFIm for
programmes as well as the impact of the IFFIm gearing ratio on available
funds.

---

 

GAVI Alliance Audit and Finance Committee Meeting, 24 March 2011 FINAL M INUT ES

AFC -2011 -Mtg -1 1




GAVI Alliance Audit and Finance Committee Meeting
24 March 2011
Teleconference


FINAL MI NUTES

1. Chair?s report

Finding a quorum of members present, the meeting commenced at 10.00
Washington time on 24 March 2011 . Wayne Berson , Audit and Finance Committee
Chai r chaired the meeting.

Standing declarations of interest were tabled to the Committee (Doc #1a in the
Committee pack). Next the Committee reviewed the minutes of its meeting on 29
November 2010 (Doc #1b). Finally, the Committee reviewed its forward workplan
(Doc #1c).

Decision One

The GAVI Alliance Audit and Finance Committee moved to:

? Approve the minutes of its meeting on 29 November 2010.

---

2. KPMG audit strategy

Pierre Henri Pingeon and Karina Vartanova from GAVI?s external auditor KPMG
outlined their plan and strategy for the audit of the 2010 consolidated financial
statements (Doc #2). They highlighted key risk areas; KPMG?s focus, workflow, and
timin g; and communication among its audit professionals in Switzerland, the United
States, and United Kingdom.

? KPMG confirmed it would liaise with the World Bank, which serves as treasury
manager for IFFIm among other responsibilities, on the audit timeline.

? KPMG and the Committee are comfortable not consolidating the financials of
the GAVI Campaign into the GAVI Alliance financial statements given , among
other reasons, that the Alliance does not appoint th e board members of the
Campaign, nor does the Alliance control the Campaign .
 

GAVI Alliance Audit and Finance Committee Meeting, 29 November 201 0 FINAL MINUTES

1


GAVI Alliance Audit and Finance Committee Meeting
29 November 2010
Kigali, Rwanda

FINAL MINUTES

Finding a quorum of members present 1, the meeting commenced at 16:45 Kigali time
on 29 November 2010. Wayne Berson chaired the meeting.

1 Review of Minutes
The Committee reviewed the minutes of the meeting of 25 October 2010 (Doc #1 in
the committee pack).

Decision One
The GAVI Alliance Audit and Finance Committee moved to:
Approve the Committee?s minutes from its meeting on 2 5 October 2010 .

2 GAVI Alliance Financial Forecast Update
Barry Greene, Managing Director, Finance & Operations tabled the financial forecast
update (Doc #2) to be discussed at the board meeting on 30 November . The
Secretariat reviewed three scenarios that projected how GAVI could meet its funding
requirements under each scenario. D iscussion followed:
? The Committee observed that numbers in some summary tables in the
forecast document may appear not to add correctly because of rounding (to
one - tenth of a billion) and asked the Secret ariat to consider ways to minimise
any misperception in that regard. It noted that the more detailed underlying
numbers (expressed in millions) were also provided in the document.

? It would be helpful that the Board understand the firmness of the sources of
funding that are described as ?Assured Funding.? The Chair informed the
Committee that he had performed this analysis with the Executive Committee
on 4 November.

? The Board must also understand that a significant step change of funding is
needed in the short -medium term. While the summary numbers describe
needs through 2015, GAVI will require assured funding in the next couple
years , as is indicated in the year -by -year tables . On the other hand , it is
expected that as countries graduate or step up co -financing, there could be
some decrease in needs in the longer term.

1 Attendees are listed in Attachment A

GAVI Alliance Audit and Finance Committee Meeting, 25 October 2010 FINAL MINUTES

1


GAVI Alliance Audit and Finance Committee Meeting
25 October 2010
Washington, DC, USA/Geneva, Switzerland

Final Minutes

Finding a quorum of members present 1, the meeting commenced at 1 6.00 Geneva
time on 25 October 2010. Wayne Berson chaired the meeting.

1 Record of Unanimous Consent
The Committee reviewed the record of unanimous consent from 3 September 2010
(Doc #1 in the committee pack).

Decision One
The GAVI Alliance Audit and Finance Committee moved to:
Approve the record of unanimous consent from 3 September 2010 (concerning
approval of the Committee?s minutes from its meeting on 2 8 July 2010) .

2 GAVI Alliance Business Plan - Budget
Helen Evans, I nterim CEO and Barry Greene, Managing Director, Finance &
Operations tabled a draft 2011 budget for the Committee?s guidance (Doc #2). The
budget funds activities performed by the Secretariat and GAVI?s multilateral partners
to implement the business plan (which itself is being prepared for the Board?s
approval in November 2010). In summary, the US$ 126 million budget represents a
9% reduction over the comparable 2010 budget. 2 Discussion followed:
? The Programme and Policy Committee Task Team will examine GAVI funding
of multilateral partner activities over the course of the next yea r to assess the
level of investment in core partner activities and, where appropriate, develop a
formal plan for transitioning these activities from GAVI back to their ?home?
agencies.

? Although flat line, t he budget contain s funding for nineteen new staff positions
in the Secretariat , many to support the resource mobilisation function ,
strengthen country program me delivery, or to take on responsibilities currently
provi ded by consultants . The Secr etariat was rigo rous in its staffing analysis
and the Director of Internal Audit added that a potential mismatch between
Secretariat workload and resources is a high priority risk.

? Nevertheless, the Committee was concerned about increasing staff before the
permanent CEO is in office and thereby limiting flexibility to make any
1 Attendees are listed in Attachment A 2 Comprised of a $126.4 million administrative budget and a $12.1 million ADIPs budget.

GAVI Alli ance Audit and Finance Committee Meeting, 28 July 2010 FINAL MINUTES
1

GAVI Alliance Audit and Finance Committee M eeting
28 July 2010
Geneva, Switzerland and Washington, DC, USA

FINAL MINUTES

Finding a quorum of members present 1, the meeting commenced at 1 6.30 Geneva
time on 28 July 20 10 . The Committee revi ewed the minutes from its meeting on 25
May 2010 (Doc #1 in the committee pack) .

DECISION
The GAVI Alliance Audit and Finance Committee:
Approved the minutes of its meeting on 25 Ma y 2010

1 Executive Session with the External Auditor
The Committee met in camera, inviting Pierre -Henri Pingeon and Karina Vartanova
from KPMG , GAVI?s external auditor, to summarise the results of its audit
procedures with respect to the 2009 consolidated financial statements (Doc #4) .

2 2009 GAVI Alliance Consolidated Financial Statements
Tony Dutson, Senior Director, Finance & Chief Accounting Officer and Louis
Mkanganwi, Director of Financial Reporting , reviewed the draft 2009 consolidated
accounts of the GAVI Alliance (Doc #2) . Discussion followed:

? This is the first year tha t GAVI?s financials were consolidated within the Swiss
entity. 2 The Secretariat reported a smooth process and an excellent working
relationship with the external auditor.

? The Committee discussed GAVI?s accounting policies and various
components of the fi nancials including Promises to G ive from the IFFIm
Company, the AMC evaluation model, the transfer of assets and liabilities
from the GAVI Campaign (formerly the GAVI Fund), and residual matters of
changing the consolidating entity to the GAVI Alliance. The Committee also
discussed FAS 157 accounting and valuation of certain investments. The
Chair requested the Secretariat to clarify a number of items in the footnotes in
due course.

? The Committee considered the recommendation of the consolidated financia l
statements only. However, some committee members requested to receive
the Swiss entity standalone financials for information.


1 Atten dees are liste d in Attachment A 2 Previously, the GAVI Fund in the United States served as the consolidating entity and its 2008 consolidated
financial statements were tabled for information (Doc #3)

GAVI Alliance Audit and Finance Committee Meeting, 25 May 2010 FINAL MINUTES
1

GAVI Alliance Audit and Finance Committee Meeting
25 May 2010
Teleconference

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 16.30 Geneva
time on 25 May 2010. The Committee reviewed the minutes from its meetings on 11
March 2010 and 14 April 2010 (Docs #1a and #1b in the committee pack).

DECISION
The GAVI Alliance Audit and Finance Committee:
Approved the minutes of its meetings on:
? 11 March 2010
? 14 April 2010
1 2009 -2010 Administration and Work Plan Budget
Tony Dutson, Senio r Director, Finance and CAO updated the Committee on
spending against the 2009 -2010 administrative and work plan budget and noted that
while 2009 expenses were underspent compared to budget, the 2010 administrative
budget is forecasted to be overspent by 6 %, exceeding the Secretariat?s 5%
overspend authorisation (Doc #2). Though the Secretariat was pursuing cost
savings, it requested the Committee to consider the possibility of reviewing a
supplemental budget.
? The Board noted in November 2009 that the Sec retariat may need to
request a supplemental budget to support staffing costs associated with
programmes coming online during 2010, such as the Health Systems
Funding Platform and the innovative finance function.
? Nevertheless, the Committee requested the Secretariat to find sufficient
savings within the standard 5% overage allowance given the climate of
austerity and the fact that the projected overrun was only 6%.

2 Prioritisation Policy
Gian Ghandi, Head of Policy Development, provided an overview of the draft
prioritisation policy recommended to the Board by the Programme and Policy
Committee (PPC) (Doc #3). The policy?s aim is to create a system to rank
Independent Review Committee (IRC) recommended country proposals for New
Vaccine Support (NVS) and c ash -based programmes and inform the prioritisation of
vaccines within GAVI?s portfolio. This policy, along with the programme funding
policy 2, would form the basis of GAVI?s programme approvals architecture.

1 Attendees are listed in Attachment A 2 See section 3 of these minutes

GAVI Alliance Audit and Finance Committee Meeting, 14 April 2010 FINAL MINUTES
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GAVI Alliance Audit and Finance C ommittee M eeting
14 April 20 10
Teleconference

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 16.03 Geneva
time on 1 4 April 2010 .

1 Programme Funding Plan ? Nepal HSS
Subject to the Board?s adoption of the health systems funding platform (HLSP) , the
Secretariat intended to request the Board to endorse a three -year HSS budget and a
near term financial commitment for Nepal (Doc #1 in the subcommittee pack).
Though the Board had decided in Nove mber 2009 that this programme , among
others , would be considered in the context of the prioritisation exercise, the
Secretariat in discussion with the Programme and Policy Committee had concluded
that Nepal would need to be considered in the near term in o rder for it to remain a
viable HLSP candidate. Discussion followed :
? The Committee acknowledged that approving the total budget (approximately
US$ 14 million) and near term financial requirement (approximately $4
million), would not meaningfully hinder the prioritisation exercise and that
GAVI could afford this programme.
? Of all the programmes that the October 2009 Independent Review Committee
(IRC) put forward for funding, only the Nepal programme was time sensitive.
However, the Programme and Policy Comm ittee will need to discuss the
potential equity concerns that accelerating the Nepal programme could raise .
? It was intended to use GAVI Alliance funds to pay for the programme rather
than IFFIm bond proceeds. If there are funds specifically set aside to h ealth
systems, these should be used. However, t hough the new donations to IFFIm
in support of health systems activities are on track, the agreements are not
yet fully in place .
? Though the costs of this programme are relatively small, the Committee noted
that it generally desired more financial information to understand in a
comprehensive sense the ultimate impact of funding decisions . It was
acknowledged that the Secretariat normally provides comprehensive
information ahead of time and that the data was b eing presented verbally .
However, having the charts in front of committee members is helpful.
? One committee member expressed some hesitancy with moving forward too
quickly with a programme before one of GAVI?s HSFP partners had formally
endorsed the platf orm. It was expected that this partner would take a decision
before the end of the month.

1 Attendees are listed in Attachment A.

GAVI Alliance Audit and Finance Committee Meeting, 11 March 2010 FINAL MINUTES
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GAVI Alliance Audit and Finance C ommittee M eeting
11 March 20 10
Geneva, Switzerland & Washington, DC, USA

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 10.00
Washington time on 1 1 March 2010 . The Committee reviewed its ou tstanding
minutes (Doc #1 in the committee pack).

DECISION
The GAVI Alliance Audit and Finance Committee:
Approved the minutes of its meeting on 14 December 2009.

Approved the minutes of the delegation authorised by unanimous
email consent on 31 January 2010 .

Approved the minutes of the Audit and Finance Subcommittee
meeting on 1 February 2010. 2

1 R evised Forecast/GAVI Strategy 2011 -2015
Barry Greene, Managing Director, Finance and Operations and Tony Dutson, Senior
Director, Finance and CAO reviewed GAVI ?s financial forecast (Doc #2) . It was
revised since the November 2009 board meeting to inform the development of the
forward strategy and resource mobilisation effort . In summary, the latest information
point s to a US$ 1.448 billion reduction in GAVI pr ojected expenditures during 2009 -
2015 (representing a 15.6% decrease from the estimate presented to the Board in
November 2009). Discussion ensued :
? During 2010 -2015, GAVI ?s projected net cash outflow is $7.0 billion. Currently,
the Secretariat projects ca sh inflows of pledges in hand to be $2.7 billion and
cash inflows of historical but as of yet unpledged donations to be $1.7 billion. As
a result, to fully fund GAVI ?s ambition during 2010 -2015, GAVI requires $2.6
billion in cash inflow from as yet unident ified sources. Failure to raise full
financing will not jeopardise previously approved programmes but it will impact
GAVI ?s ability to fully contribute to attaining Millennium Development Goal 4. 3
? Forecasted demand, supply, and price are largely responsib le for the change in
projected expenditures. For example, due to the change in the Eligibility Policy,
several coun tries will ?graduate? from GAVI thus lessening potential GAVI
expenditures . In addition, uptake in India, the GAVI -eligible country with th e
greatest number of unimmunised children, is difficult to predict especially with
regard to DTP -Hib -HepB (Pentavalent) vaccine. The number of doses provided
1 Attendees are listed in Attachment A. 2 Magid Al -Gunaid abstained from this decision. 3 ?Reduce by two -thirds, between 1990 and 2015, the under -five mortality rate.?

GAVI Allianc e Audit and Finance Subcommittee Meeting, 1 Feb ruary 2010 FINAL MINUTES
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GAVI Alliance Audit and Finance Subc ommittee M eeting
1 February 20 10
Geneva, Switzerland & Washington, DC, USA

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 15 .15 Washington
time on 1 February 2010 .

1 AMC Firm Order Comm itment
Tony Dutson, Acting CFIO reviewed the financial implications to GAVI?s cash flow and
balance sheet of implementing the firm order commitment associated with the
Pneumococcal Advance Market Commitment ?s (Doc #1 in the subcommittee pack).
Discussion ensued :
? GAVI will have certain financial commitments that underwrite the supply agreements
though there are a number of potential cash flow scenarios . GAVI is looking to work
with its counterparty to execute the most advantageous scenario. As a result, Mr
Dutson provided an upd ate on GAVI?s financial cash flows based on the presented
funding scenarios.
? The Subcommittee considered GAVI?s responsibilities during the firm order
commitment period including the time horizon to fulfil cash transfer notices.
? The Subc ommittee also discussed GAVI and its counterparties? responsibilities after
the conclusion of the firm order commitment period.

DECISION
W ayne Berson and David Crush on behalf of the GAVI Alliance Audit and Finance
Committee:
Acknowledged they had reviewed the financial implications of the AMC
Firm Order Commitment and were comfortable on that basis to move
forward with it .

There being no further business, the meeting was adjourned.



___________________________________
Mr. Kevin Klock, Assistan t Secretary




1 Attendees are listed in Attachment A.

GAVI Alliance Audit and Finance Committee Delegation , 31 January 2010 FINAL MINUTES

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GAVI Alliance Audit and Finance Committee Delegation
31 January 2010

FINAL Minutes


1 Subcommittee on the AMC Firm Order Commitment

DECISION
In accordance with articles 2.7.3 and 4.8 of the GAVI Alliance By -Laws, and article
3 of the Audit and Finance C ommittee Charter, by electronic consent the GAVI
Alliance Audit and Finance Committee unanimously :
1.1 Delegates to a subcommittee of the Committee Chair and one other
Committee Member the authority to review on behalf of the Committee
the financial implicatio ns of the AMC Firm Order Commitment and to
provide any input it feels is necessary to assist the Executive
Committee in making a funding decision on it. 1



_______________________________
Mr. Kevin Klock, Assistant Secretary
1 Consents are listed in attachment A

GAVI Alliance Audit and Finance Committee Meeting, 14 December 2009 FINAL MINUTES

1


GAVI Alliance Audit and Finance Committee Meeting
14 December 2009
Washington, DC, USA

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 9.02 Washington time.
The Committee reviewed the minutes of its meeting on 28 October 2009 (Doc #1 in the
committee pack).

DECISION
The GAVI Alliance Audit and Finance Committee:
Approved the minutes of its meeting on 28 October 2009.

1 Report of the Internal Auditor
The Chair introduced Cees Klumper, GAVI?s new Director Internal Audit. Mr. Klumper tabled
to the Committee draft terms of reference for the internal audit function along with his
proposed workplan for the next three months (Doc #2). Discussion followed:

? The Whistleblower Policy is sufficiently robust but will need to be reviewed from time
to time. Internal audit would be involved in such reviews.

? A full year workplan for the internal audit function is being developed and will be
tabled to the Committee in due course. It was noted that often an organisation?s
internal audit function includes evaluating co mpliance as well as the robustness of
risk management and that GAVI?s internal audit function should as well.

? Committee members questioned whether the current arrangement of the internal
auditor reporting both to the CEO and the Board was appropriate or if instead the
function should report solely to the Board in order to enhance independence. The
Committee determined that reporting to both may allay fears of unintentionally
creating an adversarial relationship between internal audit and management. The
Committee agreed that it would monitor the reporting lines and assess it from time to
time.

? The Committee wanted to ensure that Mr Klumper had the necessary resources to
perform effectively. He suggested that he report back to the Committee after
approximately 12-18 months in order to give him time to establish the function and
perform a peer review of it. Mr Klumper indicated when asked that he expects to be
able to perform 20 to 30 discrete audits annually.

? Some committee members expressed caution about establishing local audit
presence in-country as this would be contrary to what GAVI was intended to be,
which was described as cooperation among already established partners.

1 Participants are listed in Attachment A.

GAVI Alliance Audit and Finance Committee meeting, 28 October 2009 FINAL MINUTES
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GAVI Alliance Audit and Finance Committee meeting
28 October 2009
Geneva, Switzerland & Washington, DC, USA

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 10.07 Washington time
on 28 October 2009. The Committee reviewed the minutes from its meeting on 23 July 2009
(Doc #1 in the committee pack).

DECISION
The GAVI Alliance Audit and Finance Committee:
Approved the minutes of its meeting on 23 July 2009.

1 Managing GAVI?s finances
Helen Evans, Deputy CEO and Tony Dutson, Acting CFIO delivered a report on managing
GAVI?s finances (Doc #2), which outlined a number of scenarios for maintaining a
cash/investment reserve and addressing programme demand from eligible countries.
Discussion followed:
? GAVI has the finances to deliver on country programme budgets which have been
approved and endorsed by the Board. GAVI must address how it will handle
expected demand, particularly if that demand outpaces its resources.
? It is understood that GAVI must maintain a reasonable cash/investment reserve in
order to remain fiscally healthy and to maintain its credibility for delivering vaccine
and finance to eligible countries. However, GAVI must not maintain an unreasonably
high reserve as donors may view this as not effectively deploying resources in
furtherance of its mission.
? The Board and the Audit and Finance Committee acknowledged a need to prioritise
new programme activity depending upon GAVI?s ability to raise new finance. The
Secretariat has drafted a paper on principles for prioritisation that it shared with the
Programme and Policy Committee (?PPC?) and will table to the Board at its meeting
in November 2009.
? GAVI will have a better idea as to its potential resources after its replenishment
meeting planned for March 2010. After that point, the Committee could re-explore
the size of GAVI?s target reserve.

DECISION
The GAVI Alliance Audit and Finance Committee:
1.1 Recommended to the Board that GAVI target an unrestricted cash and
investment reserve of 12 months of annual expenditure with an
absolute floor of 8 months of annual expenditure.
1 Attendees are listed in Attachment A.

GAVI Alliance Audit and Finance Committee teleconference, 23 July 2009 FINAL MINUTES
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GAVI Alliance Audit and Finance Committee teleconference
23 July 2009

FINAL Minutes

Finding a quorum of members present
1
, the meeting commenced at 10.00 Washington time on 23
July 2009. The Committee reviewed the minutes from its meeting on 28 May 200 9 (Doc #1 in the
committee pack).
DECISION
The GAVI Alliance Audit and Finance Committee:
Approved

the minutes of its meeting on 28 May 2009.
1 2010 budget process
Tony Dutson, acting CFIO, briefed the Committee on a process for constructing and vetting the
2010 GAVI Alliance budget (Doc #2). He noted some changes in the process from previous years
that were geared toward enhancing financial transparency. Discussion followed:
? It is appropriate that the Board be able to consider and endorse the size of the annual
programme budget and total expenditures . Secretariat staff and financial experts on the
Independent Review Committee (?IRC?) are now providing additional scrutiny over country
programme budgets.
? Though the Board approved a 2009 -2010 work plan budget, the Board will be asked to
review and re- approve the 2010 portion in November, as well as approve the 2010
administrative budget. In the meantime, t he Secretariat is looking internally and is working
with WHO, UNICEF and the World Bank to identify cost savings in the 2010 work plan.

2 Programme funding plan
Mr. Dutson reviewed the proposed programme budgets and near -term funding requests to support
the recommendations of the IRC New Proposals and Monitoring teams (Doc #3 a). In short, the
Secretariat intended to request that the Executive Committee endorse budgets for country- specific
programmes totalling US$ 177,874,020 and approve a financial commitment of $99,051,000 for near-
term needs. Discussion followed:
? The Board requested the Audit and Finance Committee to review the financial implications of
country programme funding requests on GAVI?s balance sheet. As such, the Committee?s
mandate is to determine whether sufficient funds are available to fulfil the commitments.
? The ?expected? expenses noted in the document are not legally binding or even promised, but
projections based on information received about country demand.
? The financial information provided to the Committee reflects an improved cash balance which is
US$ 100 million greater than that which was presented at the June 2009 board meeting. This is
due to updated financial estimates that were not yet available at the time of the June meeting.
1 Attendees are listed in Attachment A.

GAVI Alliance Audit and Finance Committee teleconference, 28 May 2009 FINAL MINUTES
1

GAVI Alliance Audit and Finance Committee teleconference
28 May 2009

FINAL Minutes

Finding a quorum of members present
1, the meeting commenced at 10.00 Washington time on 28
May 2009 .
2
The Committee reviewed the minutes from its meeting on 23
March 2009 (Doc #1 in
the committee pack).
DECISION
The GAVI Alliance Audit and Finance Committee:
Approved

the minutes of its meeting on 23 March 2009 subject to an amendment in
recommendation 1.2 clarifying that the Committee had recommended a ?supplemental
pr ogramme expenditure? .
1 Executive session with the external auditor
The Committee moved into executive session with Marianne Fallon and Pierre- Henri Pingeon from
KPMG, GAVI?s external auditor to discuss the conduct and performance of the audit.

2 2008 fin ancial statements
Tony Dutson, Chief Accounting Officer reviewed the draft 200 8 GAVI Alliance, Geneva financial
statements (Doc #2) and the representation letter to KPMG (Doc #3). Discussion followed:
? The financials were a reflection of the entity principally when it was known as the GAVI
Foundation and served in a supporting role to the non juridical GAVI Alliance. As such, the
organisation?s activity was nominal and the balance sheet was small. Therefore, KPMG
performed a limited assessment and determined ?nothing has come to our attention that
causes us to believe that the financial statements do not comply with Swiss law and the
foundation?s charter.? The Chair noted this is considered a clean opinion in Switzerland.
? The Chair informed the Secretariat that the Committee also reviewed the financials in
executive session and were pleased with them.

RECOMMENDATION
The GAVI Alliance Audit and Finance Committee :
2.1 Recommended
2.2
to the Board that it acknowledge it has read the ?Report of the
Statutory Auditor on the Limited Statutory Examination to the Board of Trustees.?
Recommended

to the Board that it approve the ?GAVI Alliance, Geneva Financial
Statements 2008.?
1 P articipants are listed in Attachment A. 2 A 9 December 2008 email from Mary Robinson, Board Chair, nominated Wayne Berson to be Chair of the
Audit and Finance Committee. As such, Mr. Berson served as Chair of the Meeting (?Chair?) .

GAVI Alliance Audit and Finance Committee teleconference ? 23 March 2009 FINAL MINUTES

1

GAVI Alliance Audit and Finance Committee teleconference
23 March 2009

FINAL Minutes

Finding a quorum of members present
1
1 Pneumococcal Advanced Market Commitment
, the meeting commenced at 10.00 Washington time on 23
March 2009. The Committee selected Wayne Berson to be chair of the meeting.
Tania Cernuschi, AMC Manager and Tim Nielander, General Counsel updated the Committee on the
Pneumococcal Advanced Market Commitment (?AMC?) (Doc #1 in the committee pack). They
confirmed that entering into the AMC agreements sets the parameters for the deal but does not
constitute a funding decision. Further, they noted the procurement services fee for UNICEF was in
line with previous fees.
2
? Approval of AMC-related financial commitments would follow normal IRC/Board
programme approval processes. Finally, Teresa Taube, Director of Financial Reporting reviewed the AMC
Accounting Policy. Discussion followed:
? The Secretariat is allocating headcount for a position devoted to refining the AMC financial
model. (For example, the staff member will evaluate and adjust inflation rate assumptions as
the programme progresses.) The Committee requested updates on the model and underlying
assumptions from time to time.
? After review of the AMC Accounting Policy, the Committee acknowledged the Secretariat?s
intention to implement it.

RECOMMENDATION
The GAVI Alliance Audit and Finance Committee :
1.1 Recommended
1.2
to the Executive Committee that it authorise the CEO on behalf of
the GAVI Alliance to enter into the relevant AMC transaction documents upon the
advice of legal counsel.
Recommended

to the Executive Committee that it approve a supplemental
programme expenditure of US$ 6,000,000 to UNICEF for procurement services.
2 Policies
Kevin Klock, Corporate Governance Officer, reviewed the draft whistleblower, document retention,
and delegation of authority policies (together the ?board policies?) (Doc #2). The purpose of the
whistleblower policy is to provide a way for board member and employee concerns to be raised
without fear of retribution. The document retention policy would outline the rules for preserving
important GAVI documents. A delegation of authority policy would help to define certain
delegations to the officers and other authorised signatories. Having these documents in place is
considered best practice in many jurisdictions. Mr. Klock also tabled the Procurement Policy
enacted by the Board in March 2008 for further consideration (Doc #2). Finally, the Secretariat
tabled a suite of management accounting policies for review (Doc #3). Discussion followed:
1 Participants are listed in Attachment A. 2 Doc #1 erroneou sly listed the US$ 6 million fee as the total fee requested by UNICEF. Instead, this fee
represents a supplemental fee in addition to $3.2 million already approved and expended.