Gavi

Gavi

COVAX Portfolio
Briefing to the Gavi Board
June 25, 2020
Richard Hatchett, MD
CEO, Coalition for Epidemic Preparedness Innovation
2
Our mission
CEPI accelerates
development of
vaccines against
emerging infectious
diseases and enables
equitable access to
these vaccines for
affected populations
during outbreaks

Gavi

Report to the Board
Board -2020 -Mtg -3-Doc 01h -Annex A

Annex A: Re cut of A&I 2020 plan

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Board -2020 -Mtg -3-Doc 01h


Section A: Executive Summary
Context
The Managing Director of the Audit and Investigations (A&I) function is required to
report to the Board at least annually. Given the constrain ts on time for this meeting,
it has been agreed with the Board Chair to postpone th at report until the December
meeting. C onsequently , certain items for immediate update are presented in this
paper.
Questions this paper addresses
? The Board has been briefed previously on the need to undertak e an
External Quality Assessment (EQA) of the A&I function by an independent
third party , a requirement of the professional standards by which the
function operates. This assessment was undertaken in late 2019. What are
the results of the EQA?

? In the light of the COVID -19 pandemic, the planned activities of the A&I
function for 2020 have been significantly recast. What considerations have
been taken in to account in revising the plan, and what coverage of risk is
achieved consequently?

? Certain updates are required in A&I ?s Terms of Reference (ToR) , the charter
which sets the foundations for the conduct of the A&I activity and the scope
of its operation . Why are c hanges to the ToR required , and what are they?
What is the basis of the Board ?s approval ?
Concl usions
The EQA resulted in an overall rating of ?generally complies? (which is the highest
achievable). A&I was assessed against 62 criteria and satisfied them all with out
qualification or recommendation . Certain ?value -added? observations , not critical,
were made by the assessors for the further development of the A&I function.
The A&I 2020 plan has been revised with a consideration of : the changing risk
profile which Gavi faces ; the practical effects of not being able to travel to countri es
to conduct programme audits ; and the compromised availability currently of
management and staff members to engage with A&I . The revised plan, approved
by the AFC, is shown at A nnex A.
SUBJECT : CONSENT AGENDA : AUDIT AND INVESTIGATIONS
REPORT
Agenda item: 01 h
Category: For Decision
Report to the Board
24-25 June 20 20

Classified as Internal #
Gavi Alliance Board Workplan
Gavi Board Paper Type No Obj Oct Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec
A.Strategy/Performance/RiskCEO's Report CEO's Report Discussion 2016-2020 Strategy 2016-2020 Strategy: Progress, Risks and Challenges Discussion 2021-2025 Strategy Gavi 5.0 Decision Measurement Framework (Targets & Indicators) Gavi 5.0: Operationalisation Decision Decision Decision Funding Policies* Gavi 5.0: Operationalisation Decision Decision Programmatic Approaches TBD TBD Portfolio Management Processes TBD TBD Review of Partner Engagement Model Gavi 5.0: Operationalisation Decision Decision Innovation (including private sector partnerships) TBD TBD Middle Income Countries (MICs) TBD Decision Decision Risk and Asurance Report Risk and Assurance Report Decision Decision Decision Decision Decision Decision Decision B.Vaccines & SustainablityTyphoid TBD Information Information Pneumococcal AMC (Advance Market Commitment) TBD Information Inactivated Polio Vaccine (IPV) co-financing approach TBD TBD TBD COVAX TBD TBD C.PolicyFragility, Emergencies, Refugees Policy TBD TBD Supply & Procurement Strategy Review of Gavi's Supply and Procurement Strategy Decision Decision Transparency and Accountability Policy Decision D.Country ProgrammesNigeria TBD Information Information Information Information Information Information Information PNG TBD Information Information Post-Transition Support (e.g. Angola, Timor-Leste) TBD Information E.Finance/Audit & Investigations Annual Accounts Annual Financial Report Decision Decision Decision Decision Decision Decision Decision Financial Forecast Financial Update, including forecast Decision Decision Decision Decision Decision Decision Decision Budget Financial Update, including forecast Decision Decision Decision Decision Decision Audit & Investigations Report Audit & Investigations Report Information Information Information Information Information Information Information F.GovernanceBoard Chair Appointment Board Chair Appointment Decision Decision Board Vice Chair Appointment Consent Agenda Decision Decision Decision Decision Committee Chair Appointments Consent Agenda Decision Decision Decision Decision Decision Decision Board and Committee Appointments Consent Agenda Decision Decision Decision Decision Decision IRC Appointments Consent Agenda Decision CEO Appointment Consent Agenda Decision Decision Secretary Appointment Consent Agenda Decision Treasurer Appointment Consent Agenda Decision Amendments to Governance Documents (Statutes, By-Laws, Committee Charters) Consent Agenda Decision Decision IRC Terms of Reference TBD Decision Audit & Investigations Terms of Reference TBD Decision G.ReportingCommittee Chair Reports Committee Chair and IFFIm Board reports Information Information Information Information Information Information Information Information Information Information Information Information IFFIm Chair Reports Committee Chair and IFFIm Board reports Information Information Information Information Information Information Information Information Information Information Information Information Replenishment/Resource Mobilisaton TBD Discussion Discussion HR Report Closed Session Information Information Information Information Information Information Annual Report on Implementation of the Gender Policy TBD Information Information Information Information Information Information Information CEPI Progress Report Annex to Board pack/On BE as additional materials Information Information Information Information Information Information Information Information Information Information Information Information Board and Committee minutes Annex to Board pack/On BE as additional materials Information Information Information Information Information Information Information Information Information Information Information Information H. Pre-Board Technical Briefing SessionsTBCTBC
*Includes Eligiblity & Transition Policy, Co-Financing Policy, HSIS Support Framework, CCEOP
Last updated - 17 June 2020
Next Board Meetings : 16-17 December 2020, Geneva 17-18 March 2021, TBD (Board Retreat) 23-24 June 2021, Geneva 1-2 December 2021, Geneva
2020 2021 2022 2023 2024 2025
Gavi 4.0 Gavi 5.0
Board-2020-Mtg-3-Doc 01i

Gavi Alliance





STATUTS du 2 9 octobre 2008
(Modifi? pour la derni?re fois le 24 - 25 juin 2020 )



La version fran?aise, originale, fait foi






























Gavi Alliance





STATUTES of 29 October 2008
( Last modified on 24 - 25 June 2 020 )



Traduction a nglaise
















Doc 01g - Annex A

2 / 19
I. DISPOSITIONS G ENERALES

Article 1 Nom

Sous le nom " Gavi Allian c e ", il est con s ti tu? une
fondation ? but non lucratif r?gie par les pr?sents
Statuts et par les articles 80 et s ui v an ts du Code
civil suisse.

La Gavi Alliance est inscrite au Registre du
Commerce de Gen?ve et plac?e sous la
surveillance de l'Autorit? f? d?r ale d e
Survei llanc e d es Fondations (ci - apr?s " l? Autorit?
de Surveillance ").


Article 2 But

La Gavi Alliance a pour but de promouvoir la
sant?, (i) en fournissant des vaccins et les moyens
pour les administrer aux habitants des pays les
plus pauvres, ( ii) en c ontribua nt ? la recherche et
au d?veloppement de vaccins de premi?re
n?cessit? en faveur des pays en d?veloppement et
(iii) en fournissant un appui dans le cadre de la
r?alisation des buts susmentionn?s en aidant ?
renforcer les syst?mes de sant? e t l es so ci?t?s
c ivile s q ui soutiennent de tels buts dans les pays
en d?veloppement.

Dans le cadre de ce large but, la Gavi Alliance
concentrera son travail sur l?aide ? l?am?lioration
de la vaccination et l'immunisation dans les pays
les plus pauvres. A cet ef fe t, la Ga vi Al lia nce
?uvre en tant que partenariat public - priv?
international innovateur qui met en relation
diverses organisations et groupes engag?s
activement dans le soutien ? l?immunisation dans
les pays b?n?ficiaires , tels que gou vernements,
orga ni sations des N ati ons Unies, producteurs de
vaccins, fondations, organisations non
gouvernementales et instituts de recherche ainsi
que des individus b?n?ficiant d?exp?rience dans
plusieurs domaines, dont le secteur priv?, qui,
ensemble app ortent l?gitimit ?, cr?dibilit ? et
expertise technique. La Gavi Alliance, I. G E NERAL PROVISI ONS

Article 1 Na me

An independent non - p rofit foundation within the
meaning of Articles 80 et seq. of the Swiss Civi l
Code is referred to as ?the Gavi Alliance ? .


The Gavi All iance shall be register ed at the
Regi stry of Com merce of the Cant o n of Geneva
a nd placed under t he supervision of the Sw iss
Supervisory Board for Foundations (hereafter
referred to as the " Supervi sory Authority ") .


Article 2 Purp ose

The pu rpose of the G avi Alliance is to prom ote
health by: (i) provid ing va ccines and t he means
to d eliver such vacci nes to people in the poo rest
countries; (ii) facilitating the research and
development of vaccines o f primary interest to
the developi ng world; an d (iii) to pro vide support
in connect ion with achie ving the fo regoin g
purposes b y helping to strengthen health care
systems and civil societies supporting such
purposes in the developing world.


Within this br oad purpose, the Gavi Alliance wil l
focus its work in suppor t of improvement of
vac cination and i mmuni s ation in th e poorest
c o untries. To t his effect, the G avi Alliance works
as an innovative international public - private
partnership, which brings together various
organisations and constitu encies activ ely engaged
in supporting immunisatio n in implement ing
co untries ? s u ch as Governm ents, United Nations
organis ations, vacci ne manufacturers,
foundations, nongovernmental organisations and
research in stitutes, as well as individuals with
private s ector and other experience , which
together provid e legitimacy , cred ibility and
technical exp ertise. Recogni s ing and draw ing on
the ma ndates and responsibilities of all
Doc 01g - Annex A

June 2020
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 p rovisions 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 desig nation 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 Board
membership shall be c onsistent with the guiding principles on gender for
Board and Board Committee nominations.




Doc 01g - Annex B

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Board -2020 -Mtg -3-Doc 01g
Report to the Board
24 -25 June 20 20

















SUBJECT: CONSENT AGENDA: REVISION OF STATUTES AND
INTRODUCTION OF OPERATING PROCEDURES
Agenda item: 01g
To follow

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Board -2020 -Mtg -3-Doc 01g
Report to the Board
24 -25 June 20 20

Section A: Executive Summary
? At its meeting of 11 February 2020, Governance Committee members noted
a proposal to:
o review and update Gavi?s Statutes to remove some ambiguities that
currently exist and provide more clarity on a number of its provisions ;
o retire Gavi?s By -laws and replace them with a set of Operating
Procedures for the Board and Board Committees falling under the
purview of the Board; and
o incorporate any elements of the By -laws into the Statu tes which might
be required to ensure compliance with the Swiss Civil Code (as Gavi is
a Swiss Foundation).
? This paper seeks to provide some furthe r context to that proposal and the
ensuing work which has been overseen and endorsed by the Governance
Committee , which now recommends to the Board that it approv e the revised
and updated Statutes and the new Operating Procedures and retire the By -
laws .
? Th e revised and updated Statutes have received the prior approval of the
Swiss Supervisory Authority for Foundations (Supervisory Authority) and
the new Operating Procedures in place of the By -laws have been cleared
by the S upervisory Authority.
Section B: Statutes, By -laws and Operating Procedures
Introduction
1.1 When the Gavi Alliance was set up as a Swiss Foundation in 2009, the
Board approved the Gavi Statutes and the Gavi By -laws as the two principal
governing documents of the organisation.
1.2 Articles 80 to 8 9 of the Swiss Civil Code provide the legal framework under
which Swiss Foundations may operate and determine that their work is
supervised by the Supervisory Authority, which falls within the Federal
Ministry of the Interior.
SUBJECT: CONSENT AGENDA: REVISION OF STATUTES AND
INTRODUCTION OF OPERATING PROCEDURES
Agenda item: 01g
Category: For Decision

1



Board -2020 -Mtg -3-Doc 01f
Report to the Board
24 -25 June 2020

Section A: Introduction
Eight recommendations are being presented to the Board under the Consent
Agenda for consideration. Detailed information on each of the items can be found
in the relevant Committee paper in a dedicated folder on BoardEffect at :
https://gavi.boardeffect.co.uk/workrooms/6459/resources/33754
Section B: Actions requested of the Board
The Gavi Alliance Board is requested to consider the following recommendations
from the Gavi Alliance Governance Committee and Finance and Audit Committee .
Decision One ? Board and Board Committee member appointments
The Gavi Alliance Governance Committee recommend s to the Gavi Alliance
Board that it:
a) Approve the exceptional extension of Stephen Zinser as:
? Unaffiliated Board member effective 1 July 2020 and until 30 June 2021;
and
? Chair of the Investment Committee effective 1 July 2020 and until 30 June
2021.
b) Approve the exceptional extension of David Sidwell as:
? Unaffiliated Board member effective 1 January 2021 and until 31 December
2021;
? Chair of the Audit and Finance Committee effective 1 January 2021 and
until 31 December 2021;
? Member of the Mar ket -Sensitive Decisions Committee effective 1 January
2021 and until 31 December 2021; and
? Member of the Investment Committee effective 1 January 2021 and until
31 December 2021.
c) Appoint the following Board Member:
? Mahima Datla as Board Member representing the vaccine industry
developing countries in the seat currently held by Sai Prasad effective
1 July 2020 and until 30 June 2023.
SUBJECT: CONSENT AGENDA REVISED AT 22 JUNE 2020
Agenda item: 01 f
Category: For Decision