Board -2020 -Mtg -01 1
Minutes




Gavi Alliance Board Meeting
19 March 2020
Teleconference


1. Chair?s Report

1.1 Finding a quorum of members present, the meeting commenced at 13. 30 Geneva
time on 19 March 2020 . Dr Ngozi Okonjo -Iweala, Board Chair, chaired the
meeting.

1.2 The Chair commenced the meeting by taking a moment to reflect on the life and
work of Dr Peter Salama , WHO, who had recently passed away . She confirmed to
Board members that she had communicated, also on the Board?s behalf, sincere
condolences to his wife and family and WHO . She indicated that a number of
senior Gavi Secretariat staff had represented Gavi a t the memorial service held in
Geneva for Dr Salama. She informed participants that when the Board has the
opportunity to meet ne xt in person, time will be taken to properly remember Dr
Salama and his life?s work dedicated to global health and humanitarian
endeavours and his many extraordinary achievements.

1.3 The Chair welcomed new Board members and Alternate Board members.

1.4 Standing declarations of interest were tabled to the Board (Doc 01a in the Board
pack). The Chair asked that Board members who had not yet completed their
annual declaration and submitted it to the Governance team do so as soon as
possible.

1.5 The Chair referred to the consent agenda (Doc 01 b) where a recommendation
from the Governance Committee was being presented to the Board for
consideration. The decisions would be presented at the end of the meeting during
the Review of Decisions.

1.6 It was agreed to dispense with a review of the Board workplan for this meeting.

Decision 1

The Gavi Alliance Board:

a) Appoin ted the following Board Members:
? Zsuzsanna Jakab as Board Member representing WHO in the seat formerly held
by Peter Salama, effective immediately and until her successor is appointed.

 

Board -2020 -Mtg -02 1
Minutes


With Board for approval by no -objection consent by 22 June

Gavi Alliance Board Meeting
11 May 2020
Teleconference


1. Chair?s Report

1.1 Finding a quorum of members present, the meeting commenced at 14.35 Geneva
time on 11 May 2020 . Dr Ngozi Okonjo -Iweala, Board Chair, chaired the meeting.

1.2 The Chair welcomed participants to the meeting and invited Ambassador Tamaki
Tsukada, Alternate Board member elect, Ja pan, to introduce himself and who
expressed his appreciation at being appointed to the Board .

1.3 She noted that Cyrus Ardalan, IFFIm (International Finance Facility for
Immunisation) Board Chair had joined the meeting for the discussion on Item 03.

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

1.5 It was noted th at the minutes of the 19 March 2020 Board meeting had been
circulated to the Board for approval by no -objection and would be approved by the
end of th e day if no comments were received in the meantime.

1.6 It was agreed to dispense with a review of the Board workplan for this meeting.

1.7 The Chair noted that she had convened two meetings of the All Chairs Group
(ACG) on 21 April and 5 May 2020. During the first meeting , the Board Committee
Chairs had provided valuable feedback from their Committees on issues of
concern relating to the current pandemic and Gavi?s role. During the meeting of 5
May, which had been extended to include a number of additional Board members ,
discussions focussed on a range of issues which are also being presented to the
Board for discussion at this meeting.

1.8 The Chair noted that she will continue to co nvene meetings of the ACG , extending
invitations from time to time to different Board members w ith the relevant expertise,
to ensure that Gavi can remain on top of the COVID -19 issue.

------

2. Update on Replenishment

2.1 Seth Berkley, CEO, introduced this item (Doc 02) highlighting that as the world
grapples with COVID -19 it is natural to focus on what is unprecedented and what
is happening with COVID -19 and this will be discussed later in the meeting. In the

1



Board -2020 -Mtg -3-Doc 01e
Report to the Board
24-25 June 2020
Classified as Internal



Since the December 2019 Board meeting, one decision has been circulated to the
Board electronically for approval by no -objection consent in line with Article 2.7.3.4
of the By -Laws.

On 30 April 2020 , Board members were invited to consider approval of the
appointment of an Alternate Board member .

No objections were received prior to the end of 12 May 2020 and the following
decision was therefore entered into the record:

In accordance with article 2.7.3.4 of the By -Laws, on a no -objection basis, the Gavi
Alliance Board:

Appointed Ambassador Tamaki Tsukada as Alternate Board Member
representing Japan on the donor constituency anchored by the United States
under Article 2.5.2 of the Gavi By -laws, effective immediately and until 31
December 2021.
SUBJECT: NO -OBJECTION CONSENT DECISIONS
Agenda item: 01e
Category: For information

DOCUMENT ADMINISTRATION


VERSION
NUMBER APPROVAL PROCESS DATE
1.0 Approv ed by: Gavi Alliance Board 17 June 2010
Effective from: 17 June 2010
Next review: At the request of the Board
2.0 Reviewed and recommended by:
Gavi Governance Committee 30 April 2020
Approved by: Gavi Alliance Board 24 June 2020
Effective from: 1 July 2020
Next review: As and when requested Gavi Alliance
Guiding Principle s on Gender
Balance for Board and
Committee Nominations
Version 2 .0
Doc 01f - Annex A






2
Gavi Alliance
Guiding Principles on Gender Balance for
Board and Committee Nominations
1. Purpose
1.1. The purpose of these Guiding Principles is to establish a framework through
which the Gavi Alliance Board can endeavo u r to ensure gender balance across
Gavi?s governance structures, to the extent possible.
1.2. The Governance Committee has the responsibility to monitor adherence to the
principles on behalf of the Board.
2. Mandate of the Governance Committee
2.1. The Gavi Alliance Board and Board Committee Operating Procedures state, at
Section 2 , p ara graph 2.3 that:
? 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 Or ganisation or Eligible Constituency to select its Board member(s)
according to its Selection Process . The criteria for Board membership shall be
consistent with the guiding principles on gender for Board and Board Committee
nominations , specifically, that gender balance in all areas of Gavi Alliance work
should be ensured, including throughout the governance structures, to the extent
possible. ?
2.2. Under Section 3, p ara graph 3.2 of the Gavi Alliance Board and Board Committee
Operating Procedures , the Governance Committee may decide not to nominate a
person designated by an applicable Eligible Organisation or Eligible Constituency
as its Representative Board Member if ?the person so designated does not meet
the minimal criteria established pursuant to p aragraph 2. 3 ?.
3. Acceptable gender balance
3.1. The Governance Committee shall ensure that a ratio of 60/40 male/female
among Board Members , Alternate Members , Board Committee Members and
Board Advisory Body Members 1
is esta blished and maintained . For the purposes
of this calculation, the Board Members , Alternate Members , Committee Members
and Advisory Bodies shall be assessed both as separate groups and as an
aggregate . The gender balance shall be deemed to be within the acceptable
range if there is no mor e than 60% of any one gender.
3.2. At the time of reviewing nominations, the Governance Committee will be made
aware of the current gender balance and the impact of putting any nominations
forward to the Board.
3.3. The Governance Committee will strive to give preference to nominating a
designated representative or proposed candidate of the under - represented
gender for appointment as Board Member , Alternate Board Member , Board
Committee Member and/or Board Advisory Body Member until such time as the
gender balan ce of the Board Members or Alternate Board Members has been
brought within the acceptable range.

1
Includes the All Chairs Group, the Evaluation Advisory Committee (EAC) and the Independent
Review Committee (IRC)
Doc 01f - Annex A

DOCUMENT ADMINISTRATION



VERSION
NUMBER APPROVAL PROCESS DATE
1.0
Prepared by: Governance May 2009
Approved by: Gavi Alliance Board 3 June 2009
Effective from: 3 June 2009
2.0
Revised by: Director of internal
Audit (as requested by Gavi
Alliance Board Chair)
March 2011

Reviewed by:
Legal
Director of Human Resources
Interim CEO
Executive Team (subgroup on
corporate issues)
Staff Council
March -July 2011
Approved by: Executive Team 10 August 2011
Effective from: 1 September 2011
3.0
Updated by: Executive Office
(change to Compliance Officer
contact details)
21 January 2013
4.0 Revised by: Legal February 2020

Reviewed by:
MD Audit & Investigations
Director of Governance
Director of Human Resources
CEO
Deputy CEO
Staff Council

Recommended by : Gav i Alliance
Audit and Finance Committee

Approved by: Gavi Alliance Board

February ? June 2020







22 June 2020

Effective from: 1 July 2020
Next Review : Every five years
Gavi Alliance
Whistleblow ing Policy
Version 4.0

Board -2020 -Mtg -3-Doc 00 a




G avi Alliance Board Meeting
24-25 June 2020
Virtual Meeting

Wednesday 24 June : 14.00 -18. 15 Geneva Time
Thursday 25 June : 14.00 -18.00 Geneva Time
Quor um: 14

Document list

No. Document
00a Document list
00b Agenda
01a Declarations of interest
01b Minutes from 4-5 Dec ember 201 9
01c Minutes from 19 March 2020
01d Minutes from 1 1 May 2020
01 e No Objection Consent D ecisions
01f Consent Agenda
01g Consent Agenda: Rev ision of S tatutes and Introduction of Operating Procedures
(To f ollow )
01h Co nsent Agenda : Audit & Investigations R eport
01 i Workplan (To follow)
02 CEO?s Report including Global Vaccine Summit and next steps (To follow)
03 Strategy and impl ications of COVID -19: Gavi 4.0 Progress, Challenges and Risks and
Update on Gavi 5.0 Oper ationalisati on
04 Committee Chair and IFFIm Bo ard reports (To follow)
05 COVID -19: Vaccine Development, Access and Delivery (To follow)
06 Gavi 5.0: Measurement Framework/Strategy Indicators
07 Review of the Gavi Gender Policy
08 Review of decisions ? No paper
09 Closing remarks ? No paper

No. Ad ditional Documents f or Information (on BoardEffect )
A Board and Committee minutes (For information only)
B CEPI Progress Report 201 9

Board -2020 -Mtg -3-Doc 00b








G avi Alliance Board Meeting
24-25 June 2020
Virtual Meeting



Wednesday 24 June : 14.00 -18.15 Geneva Time
Thursday 25 June : 14.00 -18.00 Geneva Time
Quorum: 14



Agenda








Next Board Meeting s: 16-17 December 2020, Geneva
17 -18 Marc h 202 1, T BD (Board Retreat)
23 -24 June 202 1, Geneva
1-2 December 202 1, Geneva

---
Philip Armstrong , Director, Governance and Secretary t o the Board, +41 22 9 09 65 04, parmstrong @gavi.org
Joanne Goetz , Head, Governance, + 41 22 909 6544, jgoetz@gavi.org
Please note that the Board meeting will be recorded. This recording will be used as an aid to minute t he meeting .
A transcr iptio n of the full proceedings will not normally be made. Shou ld a transcription be made it wil l be used
only as an aid to minute the meeting .




Boar d-2020 -Mtg-3-Doc 00b 2

Board Meeting - DAY ONE - Wed nesda y, 24 June 2020

Item Sub ject Action Schedule

1 Chair?s report
? Declarations of interest
? Minutes
? No Objection Cons ent Decisions
? Co nsent Agenda 1
? Action Sheet
? Wor kplan
Ngozi Okonjo -Iweala, Board Chair
DECISION 14.00 -14. 15
2 CEO? s Report including Globa l Vaccine Summit and next
steps
Seth Berkley, Chief Executive Officer
14. 15-16.00
Break 16.00 -16.10
3 Strategy and implications of COVID -19 : Gavi 4.0 Progress,
Challenges a nd Risks and Update on Gavi 5. 0
Ope rationalisation
Anuradha Gupta, Deputy C EO
Tha bani Maphosa , Managing Director , Country Program mes

Includes co vering the fol lowing:
? Gavi ?s approach to engagement with fo rmer and never -
eligible Middle -Income Countrie s
? Fund ing P olicy Review
? Im pact of COVI D-19 on Gavi countries
? Gavi support t o countries to respond to COVI D-19
DECISION 16.10 -17. 35
Break 17 .35 -17. 45
4 Comm ittee Chair and IFFIm Board reports
? Governance Committee : Sarah Goulding
? Audit and Finance Committee : David Sidwell
? Inve stmen t Committee : Steph en Zinser
? Pro gramme an d Po licy Committee : Helen Re es
? Evalua tion Advisory Comm ittee : Nina Sch walbe
? IFFIm Com pany: Cyrus Ardalan
17. 45 -18. 15
1 Any Board member can ask that any item be removed from the consent agenda for f urth er discussion. S hould
there be any such request, the r elevant discussion will take place on Day Two of the Board meetin g, immedia tely
preceding th e R eview of Decisi ons.

Board -2019 -Mtg -03 1
Minutes




Gavi Alliance Board Meeting
4-5 December 2019
Hyatt Regency Hotel, Delhi, India


1. Chair?s Report

1.1 Finding a quorum of members present, the meeting commenced at 08. 39 local
time on 4 December 2019. Dr Ngozi Okonjo -Iweala, Board Chair, chaired the
meeting.

1.2 The Chair welcomed the Secretary of the Ministry of Health and Family Welfare ,
India , Mrs Preeti Sudan, and her delegation , to th e meeting . She expressed her
appreciation to the Go vernment of India for hosting the Gavi Board in Delhi and
for the welcome event hosted the previous evening. She kindly requested that Mrs
Sudan express, on behalf of the Board and the Gavi Secretariat, s incerest
gratitude and appreciation to Honourable Minister Dr Harsh Vardhan .

1.3 The Chair welcomed new Board members and Alternate Board members, as well
as Nina Schwalbe , Chair of the Evaluation Ad visory Committee, Cyrus Ardalan,
Chair of the International Finance Facility for Immunisation (IFFIm) and other
directors of the IFFIm Board. She noted that departing members would be
recognised for their service at the dinner that evening.

1.4 The Board met in closed session during the afternoon of 3 December to discuss a
number of items including the annual HR Report an d the CEO?s 2019 annual
performance review.

1.5 Standing declarations of interest were tabled to the Board (Doc 01a in the Board
pack). The Chai r noted that in the context of the items for decision on the agenda,
there were some Board members who would have conflicts of interest and that
these would be raised at the appropriate time and recorded in the applicable
section of the minutes.

1.6 The Boar d noted its minutes from 26 -27 June 2019 (Doc 01b) and 29 July 2019
(Doc 01c) which were approved by no objection on 16 October 2019 and
11 September 2019 respectively . The Board also noted decisions approved by
them by no -objection consent since the last meeting (Doc 01 d), namely, approval
of the 2018 annual financial report and appointments to the Board and Board
Committees.

1.7 The Chair referred to the consent agenda (Doc 01d) where seven
recommendations were being presented to the Board for considera tion. No
requests had been received to place any of the consent agenda items on the main