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).

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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

.......
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 .

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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
5 February 2013
AFC -201 3-Mtg -1 1




GAVI Alliance Audit and Finance Committee Meeting
5 February 201 3
Teleconference


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting comm enced at 16.00
Geneva time on 5 February 2013 . 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). The Committee also reviewed its action sheet (Doc 1b) and
its forward workplan (Doc 1c ).

1.3 Tony Dutson, Senior Director Finance & Chief Accounting Officer noted that
the Secretariat was setting up a process to implement the Board -approved
Carry Forward Policy and would report on it at the Committee?s April 2013
meeting. In addition, he noted that the World Bank was assessing its external
audit arrangements and that the outcome would be reported to the Committee
during the April meeting. He also reported an early indication of the fi rm likely
to receive the appointment.

------

2. Programme Funding Plan approval / IRC Recommendations

2.1 Tony Dutson reported that the Secretariat would request that the Executive
Committee endorse a net increase in programme budgets by US$
392,179 ,000 for 2013 -2017 and a pprove a net increase of near -term
programme liabilities (a sub -component of endorsed programme budgets) by
$226,675,000 for 2013 -2014 (Doc 2).

2.2 In addition, he noted that the EC would be asked to consider conditionally
endorsing a further net increase in programme budgets of $ 288,924,000 for
2013 -2016 and a further approval of near -term programme liabilities of up to
$199,310,000 for 2013 -2014. Funding for these progr ammes had been
recommended by the Independent Review Committee with conditions,
necessitating a further IRC review in March 2013. However, the EC was being
asked to endorse those programmes now, subject to the IRC reporting that its
own conditions had been met.

.......
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).
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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.

AFC -201 8-Mtg -01 1
th



G avi Alliance Audit and Finance Committee Meeting
8 February 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 16 .05 Geneva time on 8 February 2018. David Sidwell,
AFC Chair, chaired the meeting .

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

1.3 The minutes of the 27 November 2017 meeting were tabled to the Committee for
information (Doc 01b in the Committee pack ). The minutes had been circulated
and approved by no -objection on 25 January 2017. The Secretariat noted that a
discrepancy in the date indicated in point 5.3 would be corrected to read ?2018?.

1.4 The Chair referred to the AFC Action Sheet (Doc 01c) and Workplan (Doc 01d).

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2. 2017 Audit Strategy and Planning

2.1 Pierre -Henri Pingeon and Evgenia Lopushanskaya from KPMG, Gavi?s
independent auditors, outlined KPMG?s plan for the audit of the 201 7 consolidated
financial statements, including reporting to management on any issues which
might arise. They provided information on their audit strategy, highlighting that they
had assessed the key audit risks on which they will continue to focus. They
reviewed the materiality thresholds and provided informatio n o n the reporting
timeline and communication plan .

2.2 They drew the Committees attention to recent accounting standard s amendments
and interpretations which may be applicable to Gavi in 2017 or the following years,
and noted that management is in the process of assessing the impact these might
have on Gavi.

2.3 Finally, they noted that they continue to work closely with Gavi? s Internal Audit
team to ensure that they are aware of all existing risks, and in particular those
which they may not themselves see directly.





Minutes

AFC-2014-UWC-02




Gavi Alliance Audit and Finance Committee Decision
19 November 2014


1. 2015 programme funding envelopes
Decision One

In accordance with article 2.7.3 of the GAVI Allian ce By-Laws, by unanimous consent
the GAVI Alliance Audit and Finance Committee:
 Noted that it reviewed the financial implications of the Programme Funding
Envelope for 2015 and the IPV Programme Funding Env elope for 2015 as
contained in Doc 1 and that they could be approved by the Board in accordance
with the Programme Funding Policy.


Mr Kevin A. Klock
Assistant Secretary


Minutes

AFC-2015-Mtg-03 1



Gavi Alliance Audit and Finance Committee Meeting
21 July 2015
Teleconference


Finding a quorum of members present, the meeting co mmenced at 16.00 Geneva time
on 21 July 2015. Wayne Berson, Audit and Finance Co mmittee Chair, chaired the
meeting.
1. Executive session with KPMG
1.1 The Committee held an executive session with Pi erre-Henri Pingeon and Karina
Vartanova from KPMG, Gavi?s independent auditor, to discuss the conduct of the
2014 audit (Doc 01).
1.2 The Committee convened in open session at 16.20 .
------

2. Chair?s report
2.1 Standing declarations of interest were tabled t o the Committee (Doc 2a in the
Committee pack); there were no additional conflicts declared.

2.2 The Committee reviewed the minutes of its meeti ng on 22 May 2015 (Doc 2b). It
agreed to add language noting that the Secretariat would address the financial
implications of vaccine presentation switching thro ugh future updates in the
financial forecast.

2.3 The Committee also reviewed its action sheet (D oc 2c) and forward workplan (Doc
2d).

Decision One

The Gavi Alliance Audit and Finance Committee:
 Approved the minutes of its meeting on 22 May 2015 continge nt upon inclusion
of the amendment agreed at this meeting.

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3. 2014 annual financial report
3.1 Louis Mkanganwi, Director of Financial Reportin g, presented the draft 2014
Annual Financial Report (Doc 03).


Minutes