This Policy introduces Gavi’s approach to protection of children and adults against sexual misconduct and outlines our principles and commitments for prevention of sexual exploitation, abuse, and harassment ('PSEAH').

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Board -2023 -Mtg -04 -Doc 01e -Annex M
Report to the Board
6-7 December 2023

Annex M: Comparison of Key Commercial Terms in the Proposed Amendment

December 2022 executed agreement December 2023 amendment
Size $US 1 billion (max $350m outstanding
at any one time)
Same
Partners US DFC Same
Duration 2 years to draw funds; final repayment
by 15 December 2026
4 years to draw funds; final repayment
by 15 December 2030
Eligible
donors
Sovereign nations with A - or better
long -term credit rating or satisfactory
(to DFC) corporations, foundations or
philanthropic organisations
Same
Collateral 50% of the value of undocumented
pledges;
66.7% of the value of outstanding
signed grant agreements; and cash
deposited in the secured collection
account
Same
Recourse Limited recourse to Gavi
• No recourse to Gavi balance
sheet for repayment of
principal, except in the case of
certain breaches of the
agreement (relating to a
prohibited use of proceeds, or
breach of compliance
obligations)
• Gavi will be obligated to pay
interest, expenses above
$90,000 and claims under the
indemnity
Same
Use of funds • 83 AMC countries
• C19 vaccines +/or associated
costs (no cap on mix between
the two)
• Chinese & Russian vaccines
excluded
• 83 countries
• C19 vaccines +/or routine
vaccines + associated
costs (no cap on mix)
• Potential to finance novel
vaccines subject to additional
acceptability criteria to be
mutually agreed at the time of
a future outbreak
• Chinese & Russian vaccines
excluded

Annex C: 10 existing IRC members proposed to be
exceptionally extended to a third term
1 Board Meeting, 6 - 7 December 2023Members currently serving a second term to be exceptionally extended for an additional three - year term
# Name Nationality Gender Expertise
1. Jean Marc Olive France Male Fragility, NVS, M/MR
2. Jean Rostand Kamga Côte d'Ivoire Male Finance & budget
3. John Crump New Zealand Male NVS, TCV, Outbreaks
4. Kondwani Msampha Malawi Male HSS, Finance & budget
5. Lisa Cairns Canada Female NVS, M/MR
6. Natasha Howard Canada Female Fragility, NVS, HPV, Malaria
7. Toagoe Karzon Liberia Male Finance & budget
8. Viviana Mangiaterra Italy Female NVS, Malaria, HSS
9. Vivien Tsu USA Female NVS, HPV
10. Wassim Khrouf Tunisia Male Finance & budget
Members bring experience in areas of key strategic focus for Gavi’s 5.1 strategy,
including HPV, malaria and financial cross - cutting skills that were not sufficiently
replenished during the 2023 recruitment.
Doc 01e - Annex C

1 | P a g e December 2022 2023
BOARD AND BOARD COMMITTEE
OPERATING PROCEDURES
Purpose and definitions
These Operating Procedures apply to the governance, administrative and advisory bodies
as list e d in Article 8 of the Statutes . Unless defined in these Operating Procedures all
capitalised terms used in these Operating Procedures shall have the meaning given to
such terms in the Statutes (as amended from time to time). Section mean s sections of
these Operating Procedures. “Business day” means a working day in the Canton of Geneva.
Board
1. Appointment Process
1.1. The Board has formed a “ Governance Committee ” responsible, among other
things, for recommending the appointment of qualified candidates to the
Board in accordance with the Statutes a nd these Operating Procedures.
1.2. The Governance Committee duties, whether or not delegated to another Board
C ommittee (as defined in Section 1 8 ) or a sub - committee, shall be subject to
the provisions of Section 1 8 .
1.3. The Governance Committee shall recommend the nomination of candidates for
Board membership in accordance with the procedures herein.
1.4. The Governance Committee may establish, subject to Board approval,
additional procedures with respect to the designation and nomination of
Board members as are reasonably necessary to carry out these provisions.
1.5. The Governance Committee may establish, subject to the approval of the
Board, minimum criteria as to the qualifications and competencies of all Board
members, provided such criteria shall not unreasonably restrict or interfere
with the right of any Eligible Organisation or Eligible Constituency to select its
Board member(s) according to its Selection Process. The criteria for B oard
membership shall be consistent with the guiding principles on gender for
Board and Board Committee nominations.
Doc 01e - Annex E

Annex D: 1 existing IRC member proposed to be
exceptionally extended to a fourth term
1 Board Meeting, 6 - 7 December 2023Member currently serving a third term to be exceptionally extended for an additional three - year term
# Name Nationality Gender Expertise
1. Aleksandra Caric Croatia Female NVS, M/MR, Malaria, Campaigns, Data & M&E
In addition to bringing experience in areas of key strategic focus for Gavi’s 5.1 strategy,
Aleksandra Caric has been identified as a potential IRC Vice Chair.
Doc 01e - Annex a

December 2020 2023
GOVERNANCE COMMITTEE CHARTER
1. P U RP O S E
The Governance Committee (“Committee” or “ the GC ”) is established by the Board
(“Board”) of the Gavi Alliance (“Gavi”) to support the Board in fulfilling its oversight
responsibilities relating to developing and implementing sound governance policies and
practices for Gavi and to recommend the appointment of qualified candidates to the
Board in accordance with Gavi’s Statutes and Gavi Board and Board Committee Operating
Procedures (“Operating Procedures”) .
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board may
request.
Words and expressions used in this Charter shall, unless the context requires otherwise,
have the meaning attributed to them in the Operating Procedures .
2. M E M B E RS H I P
The membership , resources, responsibilities and authorities of the Committee to perform
its role effectively are stipulated in this Charter, which may be amended by the Board as
and when required or deemed necessary and are specifically governed by Article 18 of
the Statutes and Section 18 of the Operating Procedures.
A. Composition and size
The composition of the GC shall allow it to function efficiently and effectively in fulfilling
its functions and responsibilities . The composition of the GC is intended to comprise
individuals suitably competent in the affairs and issues falling within the Charter so as to
be able to provide the Board and the Secretariat with sound a dvice on matters set out in
this Charter .
The GC shall be chaired by the Board Vice Chair in accordance with Section 4.4 of the
Operating Procedures and shall comprise up to 12 members according to the following
representational composition in addition to the Board Vice Chair :
Doc 01e - Annex G

Annex B: 25 existing IRC members proposed to be
extended to a second term
1 Board Meeting, 6 - 7 December 2023Members currently serving a first term to be extended for an additional three - year term
# Name Nationality Gender Expertise
1. Alima (Tene) Essoh Côte d'Ivoire Female NVS, HPV, Campaigns, HSS
2. Anne McArthur - Lloyd UK Female NVS, HPV
3. Barbara Johnson USA Female Lab
4. Beatriz Ayala - Öström Mexico Female Fragility, Malaria, CCL, HSS
5. Beena Varghese India Female NVS, Data, M&E, Finance & budget, HSS
6. Bolanle Oyeledun Nigeria Female HPV, Data, M&E, HSS
7. Borja Cuervo Alonso Spain Male Fragility, pro - equity & gender, HSS
8. Femi Oyewole Nigeria Male Fragility, HSS
9. Gavin Surgey South Africa Male Finance & budget, HSS
10. Giorgi Pkhakadze Georgia Male Data, M&E, HSS, HSS
11. Helen Saxenian USA Female Fragility, NVS, Finance & budget
12. Joanne Thomson Australia Female Pro - equity & gender
13. Joses Kirigia Kenya Male Data, M&E, Finance & budget
14. Kate Gallagher UK Female NVS, HPV
15. Linda O'Neal Eckert USA Female NVS, M/MR, HPV
16. Mohamed Dramé Guinea Male Fragility, HSS
17. Ousmane Amadou Sy Senegal Male HSS, finance & budget
18. Ousmane Dia Senegal Male Fragility, HSS, CCL
19. Oyewale T. Tomori Nigeria Male Fragility, pro - equity & gender
20. Pat Taylor USA Female HSS
21. Pierre Corneille Namahoro Rwanda Male Fragility, HSS, CCL
22. Sabine Beckmann Germany Female Fragility, Campaigns/SIA, HSS, pro - equity & gender
23. Teklay Desta Ethiopia Male NVS, M/MR, Data & M&E
24. Tippi Mak Canada Female NVS, pro - equity & gender
25. Valerie Chambard France Female CCL Doc 01e - Annex B