.......
GAVI Alliance Audit and Finance Committee Meeting
3 November 2011
AFC -201 1-Mtg -06 1




GAVI Alliance Audit and Finance Committee Meeting
3 November 201 1
Teleconference


FINAL MINUTES

1. Commencement

1.1 Finding a quorum of members present, the meeting commenced at 16.02
Geneva time on 3 November 201 1. Wayne Berson , Audit and Finance
Committee Chair , chaired the meeting .

------

2. 2012 business plan budget

2.1 The Committee referred to its discussion on 28 October 2011 that it was not in
a position to recommend the budget to the Board in light of its determination
that it would be helpful for the full Programme and Policy Committee (PPC) to
review the budget implications as well .

2.2 Gustavo Gonzalez -Can ali, Chair of the PPC reported that his committee
reviewed budget implications during a teleconference on 2 November 2011.
He reported that he reminded the PPC that in 2010, the Board had approved
the strategy and business plan for 2011 -2015, the budget fo r 2011, and a
provisional budget for 2012.

2.3 The PPC had supported the priority areas including strengthening
accountability. It was also noted that the 2012 budget request did not support
a change in role for the Secretariat; the emphasis was on enhan cing
engagement and coordination, particularly at country -level. Further, the PPC
discussed the proposed CEO reserve acknowledging that the CEO ought to
have some meaningful flexibility, but that scrutiny over the size and use of the
reserve was part of th e Board?s fiduciary responsibility. The CEO reported that
after listening carefully to the PPC, he had recommended that the reserve be
reduced.

2.4 The PPC also discussed funding for research, increases to the budget for the
law and governance team, implementation of vaccine introduction and health
system strengthening activities, and potential Executive Committee review of
the budget.

.......
GAVI Alliance Audit and Finance Committee Meeting
11 April 2012
AFC -2012 -Mtg -01 1




GAVI Alliance Audit and Finance Committee Meeting
11 April 201 2
Washington, DC, USA


FINAL M INUTES

1. Commencement

1.1 Finding a quorum of members present, the meeting commenced at 1 0.04
Washington time on 11 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
Committee pack).

1.3 The C ommittee reviewed the minutes of its meetings on 28 October 2011
(Doc 1b) and 3 November 2011 (Docs 1c). In addition, t he Committee
reviewed its action sheet (Doc 1d) and its forward workplan (Doc 1e).

Decision One

The GAVI Alliance Audit and Finance Committee:

? Approved the minutes of its meetings on:
o 28 October 2011
o 3 November 2011 .

------

2. KPMG audit strategy

2.1 Pierre -Henri Pingeon and Karina Vartanova from GAVI? s external auditor
KPMG outlined their plan and strategy for the audit of the 2011 Annual
Financial Report (Doc 2). They highlighted the purposes and objectives of the
audit; key dates, deliverables, and audit areas; and risks.

Discussion

? KPMG confirmed that the audit of the financials for the IFFIm Company, which
are consolidated into GAVI?s financials, had not yet commenced.

.......


GAVI Alliance Audit and Finance Committee Meeting

9 November 2012
AFC-2012-Mtg-04 1





GAVI Alliance Audit and Finance Committee Meeting 9 November 2012
Genev

a, Switzerland/Washington, DC, USA

FINAL MINUTES


1. Chair?s report
1

.1 Finding a quorum of members present, the meeting commenced at 17.05 Geneva time on 9 November 2012. Wayne Berson, Audit and Finance
Committee Chair, chaired the meeting.

1.2 The Chair and Gustavo Gonzalez-Canali, Programme and Policy Committee Chair, welcomed participants to the joint meeting. (PPC members joined for
the parts of the meeting recorded in sections 1, 2a, and 3 of these minutes,
and were not in attendance for sections 2b, and 4-11.)

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the Committee pack). Shanelle Hall, attending the meeting as an observer for
UNICEF Supply Division (SD) declared her interest as UNICEF SD is a
recipient of funding under the Business Plan. ------

2. Business plan & budget 2013-2014

2
a.1 Helen Evans, Deputy CEO, presented the key programmatic aspects of the 2013-2014 Business Plan as had been discussed by the PPC at their meeting
in October. She thanked all partners for their contribution in developing the
Business Plan. Gustavo Gonzalez-Canali confirmed that the presentation
reflected accurately the discussion of the PPC.

2a.2 Barry Greene, Managing Director, Finance and Operations, presented the key budgetary aspects of the 2013-2014 Business Plan, highlighting the evolution
of expenditures, the distribution of the Business Plan budget, and the budget
evolution by partner. He indicated that there is a focus on board priorities to
reach the targets by 2015.

Discussion

 The AFC Chair expressed his particular concern with the evolution of the budget for UNICEF Supply Division (SD). The AFC is under pressure from

.......
GAVI Alliance Audit and Finance Committee Meeting
13 February 2014
AFC -2014 -Mtg -1 1




GAVI Alliance Audit and Finance Committee Meeting
13 February 201 4
Teleconference


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 13 February 201 4. 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) and the Committee members announced no additional
declarations. The Committee reviewed the minutes of its meeting on 10
October 2013 (Doc 1b), its action sheet (Doc 1 c) and its forward workplan
(Doc 1d ). The Secretariat confirmed it would report to the Committee its
discussions with Sweden on releasing the 2012 management letter at the
April meeting.

Decision One

The GAVI Alliance Audit and Finance Committee:

? Approved the minutes of its meeting on 10 O ctober 2013.

------

2. Financial forecast and Programme Funding Plan

2.1 Tony Dutson , Senior Director, Finance and CAO , requested the Committee to
review the financial forecast and advise the Executive Committee that the
financial resources were available to finance a Programme Funding Plan .
(Doc 2). The decisions requested of the Executive Committee arise mainly
from the programmatic recommendations of the 7 -22 November 2013 New
Proposals Independent Review Committee meeting.

2.2 In summary, the EC will be requested to approve the initial funding of 25 New
Vaccines Support programmes, endorse a net increase in overall programme
budgets of US$ 129,355,000 for the period 2014 -2020, and approve a net
increase in near -term liabilities (a component of new and previously approved
programme budgets) of $91,028,000 for the period 2014 -2015.

.......
GAVI Alliance Governance Committee Meeting
7 April 2014
Gov -2014 -Mtg -2 1




GAVI Alliance Governance Committee Meeting
7 April 201 4
Berlin, Germany


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenc ed at 1 4.00
Berlin time on 7 April 201 4. Geeta Rao Gupta, Governance Committ ee Chair,
chaired the meeting via video link from the GAVI Alliance?s offices in
Washington, DC .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in t he
Committee pack) . Maria C. Freire declared an interest in Johns Hopkins
University, Orin Levine declared an interest in PATH, Seth Berkley noted his
previously declared conflicts, and Beate Stir? stated she had no declarations
to report.

1.3 The Committee also reviewed the minutes of its meeting s on 4 Nov ember
2013 and 24 March 2014 (Doc s 1b and 1c ). It also reviewed its action sheet
(Doc 1 d) and forward workplan (Doc 1e ).

Decision One

The GAVI Alliance Governance Committee:

? Approv ed the minutes of its meeting s on :
o 4 Nov ember 2013
o 24 March 2014 .

------

2. IRC nominations

2.1 The Committee considered recommendations for membership on the
Independent Review Committee (IRC) (Doc 2). It reviewed the process to
identify IRC needs and recruit candidates. The intention was to generate a
pool of members with a balanced set of expertise and language skills, and
increase the number of persons with specific programmatic expertise

.......
GAVI Alliance Governance Committee Meeting

5 June 2014
Gov-2014-Mtg-3 1


GAVI Alliance Governance Committee Meeting
5 June 2014
Teleconference

FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meetin g commenced at 14.00
Geneva time on 5 June 2014. Geeta Rao Gupta, Govern ance Committee
Chair, chaired the meeting. ------

2. New Board Chair recruitment process

2.1 The Committee Chair recapped the conversations the Committee had
engaged in thus far to develop a recruitment plan t o identify the next Board
Chair. One key action was to decide a timeline that would ensure good
governance planning and a smooth transition but not distract the Board from
the strategy development and replenishment activiti es. To this end, the
Committee Chair had distributed a Gantt chart to th e members which provided
a potential timeline. She asked the Committee to in put into this plan.

Discussion

 The Committee agreed that the recruitment and repl enishment processes are
equally important and should not distract from one another. Several members
noted that other processes to recruit a chair at th e GAVI Alliance and other
organisations had taken anywhere from 10-12 months, and so the Committee
needed to allow for that much time to conduct the r ecruitment.

 The Committee agreed that it needed to start an ?i nternal? process as soon as
possible after the June Board meeting to ensure goo d management and
governance, and a smooth transition for the GAVI Al liance. It was agreed that
the Governance Committee would set up a committee o f the Board whose
members would informally consult individual Board m embers to get their
views on the terms of reference for a new chair, an d initial thoughts on
potential nominees.

 The Committee agreed that the more public-facing s earch would begin in
early 2015 after the replenishment event, which cou ld include advertising

Gov -2018 -Mtg -01 1




G avi Alliance Governance Committee Meeting
15 February 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14. 07 Geneva
time on 15 February 2018 . Ms Gunilla Carlsson, Board Vice Chair and
Governance Committee Chair, chaired the meeting .

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

1.3 The Committee noted the minutes of its meeting on 27 November 201 7 (Doc 01b),
which had been approved by no -objection on Tuesday 23 January 2018 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

-----

2. Subcommittee for Board Vice Chair nominations

2.1 The Chair introduced this item recalling that she had been appointed as UNAIDS
Deputy Executive Director, Management and Governance, and Assistant
Secretary -General of the UN , and had actually taken up her position this very day.
It had been agreed that she would remain on the Board and as Chair of the
Governance Committee through 31 March 2018.

2.2 The Board Chair had first informed the Governance Committee about these
devel opments and invited any comments or considerations from the Committee in
January and thereafter informed the Board that she had invited Bill Roedy to
temporarily take on the role of Acting Board Vice Chair and Acting Chair of the
Governance Committee until nominations and the appointment of a new Vice Chair
and Chair of the Governance Committee had been completed.

2.3 It is planned that the Vice Chair nominations process be completed by May 2018
and presented to the Board for its consideration and approval in June , after review
and the recommendation(s) of this Committee. Mr Roedy has kindly accepted Dr
Ngozi?s invitation in the meantime on a temporary basis .

2.4 Phil ip Armstrong, Director, Governance and Sec retary to the Board, referring to
Doc 02 in the meeting pack, reminded Governance Committee members that they
were being as ked to consider and approve the Board Vice Chair Terms of
Reference as well as the Terms of Reference for a Board Vice Chair Nominations


Minutes

.......
GAVI Alliance Governance Committee Meeting
3 October 2012
Gov -2012 -Mtg -3 1




GAVI Alliance Governance Committee Meeting
3 October 2012
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 3 October 201 2. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack). The Committee also noted the minutes of its meeting on 14
May 2012 (Doc 1b) and that they were approved by no -objection on 7 July
2012. Alan Hinman noted an error on the declarations of interest form and in
the minutes, in that his institution had received a grant from Novartis to
research Rabies vaccine, and not Measles vaccine. Siv Cathrine Moe
indicated she would submit her conflict of interest form shortly.

1.3 The Committee reviewed its action sheet (Doc 1 c) and its forward workplan
(Doc 1 d). The Chair no ted that Alan Hinman agreed to postpone the
discussion on the possibility of a representative from the civil society
organi sation (CSO) constituency joining the Executive Committee until May
2013. Also, t he Chair pointed out that the Executive Committee asked the
Governance Committee to discuss changes to the Ethics Policy on hiring
former committee delegates into the Secretariat and the By -Law provisions on
term limits; these will be discussed at the Comm ittee?s November 2012
meeting.

1.4 Finally, the Chair proposed to the Committee a process to appoint the next
Board Chair. She reminded the Committee of Dagfinn H?ybr?ten?s letter
copied to the Board indicating his interest in reappointment. He had also
noted that the Nordic Council of Ministers, which had recently appointed him
as Secretary General, would allow him adequate time and travel to fulfil his
GAVI responsibilities. The Governance Committee Chair understood that
there is strong support for his candi dacy among the Board members , and was
aware of no other interest to run for Board Chair . As such, she planned to
handle the appointment in an uncontested manner at the November 2012
meeting. The Committee agreed with this approach.

------

1


GAVI Alliance Governance Committee Meeting
15 June 2010
Geneva, Switzerland

FINAL Minutes

Finding a quorum of members present 1, the meeting commenc ed at 19.37 Geneva
time on 15 June 2010. Mary Robinson c haired the meeting. The Committee
reviewed the minutes from its meeting on 19 April 2010 (Doc #1 in the committee
pack).

DECISION
GAVI Alliance Governance Committee:
Approved the minutes of its meeting on 19 April 2010

1 Matters Arising ? Gender Guidelines
The Committee discussed the guidelines on the board gender balance
recommended to the Board on 17 March 2010 2 and how they would be interpreted
and implemented, particularly since the Governance Committee would consider an
exception at this meeting. The Commi ttee had agreed the new guidelines would not
come into force until the 2011 vacancie s were considered in December 2010.
2
Neither the current guidelines, nor the recommended guidelines mandate a complete
prohibition of male candidacies.
The Committee agreed further clarificat ions could be made when the Board
discussed the guidelines; and potentially at a future Governance Committee meeting
if required.
2 By-Laws ? Approving the Annual Accounts
Tim Nielander reviewed the Audit and Fi nance Committee?s recommendation to
allow the annual accounts to be approved by the Executive Committee or via no-
objection voting (Doc #2) since the Board does not normally meet during the time of
year the audited financial statements need to be approved. Discussion followed:
? The Swiss authorities signa lled that approval of the annual accounts is a core
responsibility of the Board, and th e Committee agreed. As such, the
Committee was not inclined to forward the recommendation that the Executive
Committee be deleg ated authority.

? The Governance Committee recognised t hat other organisations allow for no-
objection voting generally and that the Board?s current unanimous consent
clause
3 is difficult to exercise with a large number of board members.



1 Attendees are listed in Attachment A 2 Section 3 of the 17 March 2010 Governance Committee Minutes 3 See Section 2.7.3 of the By-Laws

GAVI Alliance Governance Committee meeting
16-17 November 2009 Hanoi, Vietnam

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 19.12 Hanoi time on 16
November 2009. The Committee reviewed the minutes from its meeting on 5 November
2009 (Doc #1 in the committee pack).

DECISION
The GAVI Alliance Governance Committee:
Approved the minutes of its meet ing on 5 November 2009.
1 Selection of Board Vice Chair / Executive Committee Chair
The Governance Committee met twice in executive session on November 16 and 17 to
consider the nomination of the Vice Chair of the Board / Chair of the Executive Committee.

? To replace Denis Aitken when he retired, the Chair of the GAVI Alliance launched a
process of consultation with Board members. Two potential candidates were discussed:
UNICEF, represented by Saad Houry, and the Bill & Melinda Gates Foundation,
represented by Jaime Sepulveda.

? UNICEF chose to recuse itself for reasons linked to its concerns about perceived
conflicts of interest. This position, which ev olved over the consultation period, was finally
conveyed to the Chair of the Board by the UNICEF Executive Director on 16 November.

? Committee members commented on the excellent qualifications and long-term
professional commitment to vaccines that Jaime Sepulveda would bring to the position.
The Committee also welcomed the support offered by the Bill & Melinda Gates
Foundation in terms of (i) freeing up sufficient amount of Jaime Sepulveda?s time to allow
him to discharge his responsibilities in full ; and (ii) consulting with the Alliance on a
variety of matters (vaccine pricing, resource mobilisation, public advocacy, etc).

? The Governance Committee made it clear, however, that support to the Vice Chair in the
discharge of his functions would continue to be provided by the Secretariat ? as has
been the case in the past ? to avoid the possibility of potentially confusing multiplicity of
input sources into the working of the Executive Committee.

DECISION
The GAVI Alliance Governance Committee:
1.1 Nominated Jaime Sepulveda as Vice Chair of the Board and Chair of
the Executive Committee 2.
1 Participants are listed in Attachment A. 2 Following approval of Jaime Sepulveda?s nominatio n, the Governance Committee was asked by the
Board to propose a proper process to evaluate the pe rformance in the function of the Chair and Vice
Chair of the Alliance with a view to ensuring ? inter a lia ? that they act always in the sole interest of
the Alliance.

GAVI Alliance Governance Committee Meeting , 8 March 2011 FINAL M INUTES

Gov -2011 -Mtg -1 1




GAVI Alliance Governance Committee Meeting
8 March 2011
Teleconference


FINAL MINUTES

Finding a quorum of members present, the meeting commenced at 17.02 Geneva
time on 8 March 2011 . Dagfinn H?ybr?ten , Governance Committee Chai r chaired
the meeting.

1. Nomination of the CEO

The Chair reported that the CEO Succession Committee forwarded Seth Berkley,
founder, President, and CEO of the International AIDS Vaccine Initiative (IAVI) to be
GAVI?s next chief executive. He reviewed the search process , which included
chartering the CEO Succession Committee and its core and reference groups,
advertising for the role, shortlisting candidates , and conducting interview s and
reference checks (Doc #1 in the Committee pack). The Chair reviewed the excellent
qualifications of the finalist candidates and noted the characteristics and qualities
that ultimately led to Dr Berkley?s recommendation. Discussion followed:

? The Governance Committee was pleased with the thorough, comprehensive,
and inclusive search process. Though it had taken time to conduct, the
process yielded an excellent nominee.

? Dr Berkley is an innovative leader; has a strong, compelling presence; is an
effective m anager, and is already a successful fundraiser and advocate for
the power of vaccines. In addition, h e understands how to interact with a
governing board . Nevertheless, the Governance Committee stands ready to
assist Dr Berkley in working effectively wit h the GAVI Board.

? The constituency of one of the reference group members preferred a different
finalist. However, the constituency considered Dr Berkley a first -rate
candidate and supported his appointment if the other board members were to
as well.

? Dr Berkley would likely commence day -to -day responsibilities toward the end
of the summer of 2011. However, he may be able to attend the Board retreat
in April, the pledging meeting in June, and the Board meeting in July. In the
meantime, Helen Evans will c ontinue to serve as interim CEO with the
appreciation and confidence of the Chair.

GAVI Alliance Governance Committee Meeting , 23 March 2011 FINAL M INUTES

Gov -2011 -Mtg -2 1




GAVI Alliance Governance Committee Meeting
23 March 2011
Teleconference


FINAL M INUTES

1. Chair?s report

Finding a quorum of members present, the meeting commenced at 17.02 Geneva
time on 23 March 2011 . Dagfinn H?ybr?ten , Governance 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). The Chair thanked the Secretariat for assisting the Committee with its
advance planning.

Decision One

The GAVI Alliance Governance Committee moved to:

? Approve the minutes of its meeting on 29 November 2010.

---

2. Nominations

Debbie Adams, Managing Director, Law and Governance reported that the
industrialised and developing country vaccine industry constituencies had submitted
Ronald Brus, CEO of Crucell and Mahima Datla, Senior Vice President of Biological
E. to be their respective Board members (Doc #2). In addition, she presented
candidates to serve as alternate Board mem bers and committee members . Finally,
Ms Adams reported that the Board?s next opportunity to make appointments was in
July 2011.

? The Board continues to move toward compliance with its gender guidelines ,
though it is doing so slowly.

? The By -Laws state that a representative Board member shall continue to
serve until a replacement is appointed by the Board. This provision allows
representative Board members to serve past the end of their terms until the
Board is able to make the formal appointment of their successors.