.......
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
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

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.

.......
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
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, 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, 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 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)

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 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

.......
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