Gavi

Doc 03 ? Annex H

Classified as Internal





September 2020
COVAX FACILITY INDEPENDENT PRODUCT GROUP
TERMS OF REFERENCE

1. Pur pos e
The Independent Product Group (?IPG?) is established to make recommendations to the Office
of the COVAX Facility on the inclusion of vaccines in the COVAX Facility, regularly review the
COVAX Facility portfolio for balance and review updates on timing and availability of doses and
consider any implications for the COVAX Facility portfolio.
The IPG is not deemed to be a committee of the Board in that its primary role is essentially an
advisory function as contemplated under Article 20 of the Statues. As outlined in these Terms of
Reference the IPG does not have decision -making powers. The aim of the IPG review process is
to make a recomm endation to the Office of the COVAX Facility on vaccine candidate
prioritisation and portfolio balance. Once the Office of the COVAX Facility has negotiated the
ensuing deal terms, taking into consideration independent technical advice from the
Procurement Reference Group (PRG), the deal is then considered by the Market Sensitive
Decisions Committee.
Words and expressions used in this Terms of Reference shall, unless the context requires
otherwise, have the meaning attributed to them in the Board and Commit tee Operating
Procedures.
2. Membership
The membership, resources, responsibilities and authorities of the IPG to perform its role
effectively is stipulated in th ese Terms of Reference which may be amended as an d when
required or deemed necessary.
A. Compositio n and size
The composition of the IPG shall allow it to function efficiently and effectively in fulfilling its
functions and responsibilities. The composition of the IPG is intended to comprise individuals
suitably competent in the affairs and issues falli ng within the Terms of Reference so as to be
able to provide the Office of the COVAX Facility with sound advice on matters set out in this
Terms of Reference.
The IPG shall comprise not less than five persons and no more than fifteen comprising members
and observers. A majority of the IPG members shall comprise independent scientific and

1



Board -2020 -Mtg -5-Doc 03


Section A: Summary
Context
In July 2020 , the Gavi Board approved Gavi as the legal entity to administer the
COVAX Facility (the ? Facility ?), a global mechanism to pool resources and demand
for COVID -19 vaccines with the goal of accelerating the availability of and equitable
access to safe and e fficacious vaccines. The Board also approved the
establishment of the Gavi COVAX AMC (the ? COVAX AMC ?), a financing
mechanism to accelerate and reserve COVID -19 vaccines to ensure that low
income and lower middle -income economies, as well as other IDA -elig ible
economies , have access to COVID -19 vaccines at the same time as wealthier
economies .
The COVAX Facility will have global participation of over 170 economies
representing over 70% of the world?s population. As this paper is being written,
self -financi ng economies have begun to provide their legally binding agreements
which include upfront funding to reserve doses with manufacturers now. This will
allow the Facility to build an actively managed portfolio of 10 -15 vaccine candidates
based upon diverse technologies and geographies to maximise the chance of a
successful outcome and accelerate access with up to two billion doses by end of
2021. The COV AX Facility will shape the vaccine market to expand supply and
achieve economies of scale through aggregating demand and increasing
availability simultaneously in developed and developing countries.
Without a successful COVAX Facility there is a very real risk that lower income
countries will be left behind, and the majority of people in the world will go
unprotected. This would allow the virus and the pandemic to continue unabated
and continue to disrupt the global economy as well as Gavi ?s core mission . The
Gavi Secretariat, including the Office of the COVAX Facility , under the guidance of
the Board, must find the right balance to safe guard the reputation and finances of
the Alliance and successfully deliver on the promise of the Facility. To this end, the
COVAX Facility is designed to ensure the procurement and governance needs of
both Self -Financing Participants (?SFP?) and 92 COVAX AMC -eligible economies
(?AMC92?) are adequately addressed whilst minimising risks to Gavi core
resources and programmes.

SUBJECT : COVAX FACILITY OPERATIONALISATION AND VACCINE
PROGRAMME
Agenda item: 03
Category: For Decision
Report to the Board
29 -30 September 2020

1



Board -2020 -Mtg -5-Doc 04
Report to the Board
29 -30 September 20 20

















SUBJECT: REVIEW OF DECISIONS
Agenda item: 04
No paper

1



Board -2020 -Mtg -5-Doc 05
Report to the Board
29 -30 September 20 20

















SUBJECT: CLOSING REMARKS
Agenda item: 05
No paper

Doc 03 ? Annex F

Classified as Internal

September 2020
COVAX AMC STAKEHOLDERS GROUP
TERMS OF REFERENCE
1. Purpose
The Gavi COVID -19 vaccine (?COVAX?) Advance Market Commitment (?AMC?) Stakeholders
Group is established by the Board of the Gavi Alliance (?Gavi?) to convene the AMC
Stakeholders with the aims of performing the functions as set out in the Stakeholders
Agreement and receiving information about the AMC from the Gavi Secretariat. These aims
are in support of the objective of the AMC, which is to reduce the impact of C OVID -19 within
AMC eligible economies by accelerating the introduction and scale up of vaccines that protect
against COVID -19.
2. Membership
The following shall be members of the Stakeholders Group:
o Founding members of the PCV AMC and which decide to transfer their surplus funds from
the PCV AMC to the AMC;
o Countries entering into AMC Grant Agreements for more than US$10 million;
o Private and/or not -for -profit donors entering into AMC Grant Agreement s for more than
US$ 10 million;
o Multilateral development banks providing support to the AMC
The COVAX Facility Procurement Coordinator and PAHO will also be invited to attend the
Stakeholders Group as observers.
A. Composition and size
Each Member may appoint one formal representative to the Stakeholders Group. All
members are treated equally in terms of membership, rights and privileges .
B. Competencies and skills
Stakeholders Group representatives should be empowered to represent their government?s
or o rganisation?s policies and priorities, and reach agreements on their behalf. M embers are
expected to be willing and able to dedicate sufficient time to fulfil Stakeholders Group roles
and responsibilities. All members are expected to act in a manner cons istent with the
Facility?s goals.
The criteria for Stakeholders Group membership shall be consistent with Gavi?s guiding
principles on gender for Board and Board Committee nominations and Gavi?s Conflicts of
Interest Policy for Governance Bodies.

Doc 03 ? Annex G

Classified as Internal





September 2020
COVAX FACILITY CONSENSUS GROUP
TERMS OF REFERENCE

1. Purpose
The COVAX Facility Consensus Group (? the COVAX Consensus Group?) is established by the Board
of the G avi Alliance (?Gavi?) to support effective operation of the COVAX Facility (? the F acility?)
through consensus -based decision -making .
2. Membership
The COVAX Consensus Group shall comprise the Chair and Vice Chair of the Gavi Board; the Co -
Chairs of the COVAX Shareholders Council; the Co -Chairs of th e COVAX AMC Engagement Group ;
and ? in an ex -officio , non -voting, capacity - the three leads of the ACT -Accelerator vaccine pillar,
namely the CEO of Gavi , the CEO of CEPI (Coalition for Epidemic Preparedness Innovations) and
the Chief Scientist of WHO .
The COVAX Consensus Group shall be chaired by the Gavi Board Chair.
The work of the COVAX Consensus Group will be supported by a Secretary from the Office of the
COVAX Facility.
3. Authority
The COVAX Consensus Group serves as a platform to reach consensus within the Facility on
matters arising where all other possible avenues to resolve the matters have been exhausted .
It will have reasonable access to information, gover nance bodies, personnel, and relevant other
parties within the Facility, as well as external expertise, as required to achieve consensus .
Decisions reached by the COVAX Consensus Group are final.
4. Responsibilities
The COVAX Consensus Group is responsible to ensure that any disputes or challenges arising in
the governance bodies of the Facility can be addressed swiftly and in the best interests of the aims
of the Facility.

Report to the Board
Board -2020 -Mtg -5-Doc 03-Annex A

Annex A: Implications/Anticipated impact
Risk implication and mitigation, including information on the risks of inaction
? Risks associated with the Facility are set out in the paper.
Impact on countries
? The failure of the Facility to provide up to 2 billion doses of COVID -19
vaccines by the end to 2021 will impact equitable access to COVID -19
vaccines, in particular for low -income economies.
Impact on Alliance
? The full Alliance is invested in the success of the COVAX Facility and
COVAX AMC, with Gavi also seeking secondments to ensure that it is fully
leveraging the expertise from across Alliance partners and stakeholders.
Legal and governance implications
? Gavi, as the legal entity of the Facility, will enter into the commitments with
Participants of the Facility and manufacturers and will ultimately bear any
exposure whether financial, programmatic or reputational.
? In addit ion, Gavi must ensure that the administration of the Facility is in
accordance with the decision of the July meeting of the Board to that Gavi
would leverage current governance bodies as well as develop new
decision -making bodies to provide inclusive, tran sparent leadership of the
COVAX Facility and COVAX AMC, and prohibiting Gavi from entering into
commitments with manufacturers relating to SFPs which are not fully
secured by committed resources from the Participants , with appropriate
financial backing for such commitment, as assessed by the MSDC.

Doc 03 ? Annex B

Classified as Internal





September 2020
COVAX FACILITY SHAREHOLDERS COUNCIL
TERMS OF REFERENCE
1. Purpose
The COVAX Facility Shareholders Council (?the Council?) is established by the Board
(?Board?) of the Gavi Alliance (?Gavi?) to convene Self -Financing Participants of the COVAX
Facility with the aim of providing strategic guidance and advice to the Office of the COVAX
Facility (?the Office?) on t he operational aspects of the COVAX Facility .
The Council is not deemed to be a committee of the Board in that its primary role is essentially
an advisory function as contemplated under Article 20 of the Statues. It is empowered by the
Board to undertake t he responsibilities outlined in these terms of reference.
2. Membership
Membership of the COVAX Shareholders Council is open to all Self -Financing Participants of
the COVAX Facility.
A. Composition and size
Each Self -Financing Participant may appoint one formal representative to the Council. All
members are treated equally in terms of membership, rights and privileges .
B. Competencies and skills
Council representatives should be empowered to represent their gov ernment?s policies and
priorities, and reach agreements on their behalf. Members are expected to be willing and able
to dedicate sufficient time to fulfil Council roles and responsibilities. All members are
expected to act in a manner consistent with the Facility?s goals.
The criteria for Council membership shall be consistent with Gavi?s guiding principles on
gender for Board and Board Committee nominations and Gavi?s Conflicts of Interest Policy for
Governance Bodies.
COVAX Facility Co -Chairs shall be selected from among Council members . The Co -Chairs
should normally comprise one Co -Chair from a high -income economy and one fro m an upper -
middle income economy .

Doc 03 ? Annex C

Classified as Internal





September 2020
COVAX FACILITY SHAREHOLDERS COUNCIL
OPERATING PROCEDURES
Purpose
The se Operating Procedures apply to the COVAX Facility Shareholders Council (? the Council?) and
should be ready with the Council?s Terms of Reference w hich define Council membership,
authority and responsibilities .
Council

1 Appointment Process ? Council and Executive Committee
1.1 To be discussed at the Inaugural meeting of the Council
2 Co-Chairs
2.1 To be discussed at the Inaugural meeting of the Council
3 Resignation, replacement and vacancies
2.1 To be discussed at the Inaugural meeting of the Council
Council Meetings

3 Meeting s of the Council
3.1 The Council shall meet as often as necessary, and at least four times per year. Council
Members are expected to participate fully in all meetings of the Council unless
extraordinary circumstances prevent attendance.
3.2 A meeting of the Council can be call ed by either of the Co -Chairs , or by the Secretary 1 at
the direction of either of the Co -Chairs, or at the request of at least ten Council Members.
Notice of any meeting shall be given in accordance with Section 4.

1 From the Office of the COVAX Facility

Doc 03 ? Annex D

Classified as Internal





September 2020
COVAX FACILITY SHAREHOLDERS COUNCIL EXECUTIVE COMMITTEE
TERMS OF REFERENCE
1. Purpose
The COVAX Facility Shareholders Council Executive Committee (?ExCom?) is established by
the Shareholders Council (? the Council?) to prepare and guide its discussions. It is empowered
by the Council to undertake the responsibilities outlined in these terms of reference.
2. Membership
Members will be appointed to the ExCom on a constituency basis, through a nomination and
sele ction process overseen by the Council.
A. Composition and size
ExCom will comprise 12 members plus two Co-Chairs .
Only Council Members may be ExCom Members.
Members will be chose n to represent constituencies as determined by the Council 1.
B. Competencies and skills
ExCom Members must be able to represent their constituency?s priorities and reach
agreements with other ExCom Members on their behalf. M embers are expected to be willing
and able to dedicate sufficient time to engage their constituency and reach positions ahead of
ExCom meetings. All members are expected to act in a manner consistent with the Facility?s
goals.
The criteria for ExCom Member ship shall be consistent with Gavi?s guiding principles on
gender for Board and Board Committee nominations and Gavi?s Conflicts of Interest Policy for
Governance Bodies.
The ExCom will be Co -Chair ed by the Council Co -Chair s.

1 For example, should Shareholders agree to be organised according to WHO constituencies, each
constituency might nominate two members to the Executive Committee.

Doc 03 ? Annex E

Classified as Internal
September 2020
COVAX AMC ENGAGEMENT GROUP
TERMS OF REFERENCE
1. Purpose
The COVAX Facility Advance Market Commitment (?AMC?) Engagement Group (?the AMC
Group ?) is established by the Board (?Board?) of the Gavi Alliance (?Gavi?) to convene
representatives from implementing countries, donors and other parties engaged in the
financing and operation of the AMC portion of the Facility , with the aim of providing st rategic
guidance and advice to the Office of the COVAX Facility (?the Office?) on the operational
aspects of the COVAX Facility .
The AMC Group i s not deemed to be a committee of the Board in that its primary role is
essentially an advisory function as cont emplated under Article 20 of the Statues. It is
empowered by the Board to undertake the responsibilities outlined in these terms of
reference.
2. Membership
Membership of t he AMC Group will be open to representatives of implementing countries,
donors and other parties engaged in the financing and operation of the AMC portion of the
Facility .
A. Composition and size
Given the large number of parties engaged in the AMC, it is expected that the AMC Group will
normally meet as a representative group, drawing on Gavi Implementing Country Board
members, representatives of the non -Gavi AMC countries, and other relevant Board members.
All members are treated equally in terms of membership, rights and privileges .
B. Competencies and skills
All members are expected t o act in a manner consistent with the Facility?s goals.
The criteria for AMC Group membership shall be consistent with Gavi?s guiding principles on
gender for Board and Board Committee nominations and Gavi?s Conflicts of Interest Policy for
Governance Bodies.
AMC Group Co -Chairs shall be selected from among its members . The Co -Chairs sh ould
normally comprise one Co -Chair from a n AMC donor and one fro m an AMC funded
participant .
The Co -Chairs of the Council shall:
o Plan, lead and facilitate the conduct of AMC Group meetings;
o Facilitate and summarise discussions objectively and with clari ty seeking to gain
consensus and exert authority when necessary;