AFC -2015 -Mtg -04 1




G avi Alliance Audit and Finance Committee Meeting
6 November 201 5
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 11.15 Washington time on 6 Novem ber 201 5. Wayne Berson, Audit
and Finance Committee Chair, chaired the meeting 1.

1.2 The Chair informed the Committee members that he would have to step out of the
meeting around lunch time and tha t David Sidwell would chair the rest of the
meeting to its conclusion .

1.3 Standing declarations of interest wer e tabled for the Committee (Doc 01a in the
AFC/PPC Committee meeting pack).

1.4 The Co mmittee noted the minutes of its meeting on 21 July 2013 (Doc 01a), which
were approved by no -objection on 7 September 2015. In addition, the Committee
reviewed its action sheet (Doc 01b) and its forward workplan (Doc 01c).

------

2. Programme Funding Policy revision

2.1 Following the Committee?s guidance to the Secretariat on a revision of the
Programme Funding policy, Tony Dutson, Senior Director Finance and Chief
Accounting Officer , presented their proposed changes to the Policy (Doc 02). The
core of the Policy is unchanged and the proposed modifications would simplify
programme funding decisions, streamline aspects of the vaccine procurement
process, and clarify operational aspects of cash and investment reserve. The
Committee was asked t o recommend these changes to the Board.

Discussion

? There were no questions on this point.






1 Post meeting note: During the meeting some items were not presented in the order in which they appeared on the
agenda but these minutes record the discussions and decisions in the order originally planned.

Minutes

AFC -2015 -Mtg -05 1




G avi Alliance Audit and Finance Committee Meeting
1 Dec ember 201 5
Hotel Crowne Plaza, Geneva, Switzerland


1. Declarations of interest

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 13 .00 Geneva time on 1 Dec em ber 201 5. David Sidwell, i ncoming
Audit and Finance Committee Chair , chaired the meeting .

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

------

2. Committee members duties

2.1 David Sidwell informed Committee members that as incoming Chair of the Audit
and Finance Committee he wished to share with them some of his views and
expec tations in relation to the responsibilities and functioning of the Committee
going forwa rd. He highlighted the importance of bearing in mind that Gavi is a legal
entity and that in this context the AFC has to satisfy the governance requirements
of such an e ntity. He expressed his view that it is important for Committee
members to have a relationship built on trust and that can only work if Committee
members spend some time together during in -person meetings.

Discussion

? Committee members agreed on the usef ulness of combining in-person meetings
and teleconferences. In addition to the four quarterly meetings scheduled , it was
suggested that it might also be useful to have a short meeting of the Committee
immediately preceding the Board meetings, for tho se mem bers attending the
Board meeting.

------

3. Forward year workplan review

3.1 The Committee reviewed its forward workplan (Doc 03a) and Tony Dutson, Senior
Director, Finance and Chief Accounting Officer, presented a document highlighting
the subjects and time sensitivity related to the 2016 workplan (Doc 03b).




Minutes

.......
GAVI Alliance Audit and Finance Committee Meeting
30 July 2014
AFC -2014 -Mtg -03 1




GAVI Alliance Audit and Finance Committee Meeting
30 July 201 4
Teleconference


FINAL M INUTES

Finding a quorum of members present, the meeting commenced at 10.00
Washington time on 30 July 201 4. Wayne Berson, Audit and Finance Committee
Chair, chaired the meeting.

1. Executive session with KPMG

1.1 The Committee held an executive session with Pierre -Henri Pingeon , Partner,
and Karina Vartanova , Senior Manager, from KPM G, GAVI?s external auditor
to discuss the conduct of the 201 3 audit (Doc 01).

1.2 The Committee convened in open session at 10.40 .

------

2. 2013 annual financial report

2.1 Louis Mkanganwi , Director of Financial Reporting, reviewed the 201 3 annual
financial report (Doc 02). He provided some background information, in
particular for the benefit of new AFC members , highlighting that the report
consolidates the financial statements of the GAVI Alliance, IFFIm Company,
and GAVI Campaign .

2.2 He inf ormed Committee members that there are two key differences in the
2013 annual financial report when compared to the 2012 report . The first is
that the 2013 report does not include the financial statements of GAVI Fund
Affiliate, which was liquidated during 2013 . The second relates to the way in
which the supplementary information is presented.

Discussion

? One member of the Committee asked if between pages 8 and 9 it would
be possible to include data on the overall business plan costs as one of
the key fina ncial performance indicators . The Secretariat agreed to look
into this, highlighting the importance of ensuring that there is no confusion
between business plan expenses and overhead expenses ratio.

AFC -2014 -Mtg -04 1




G avi Alliance Audit and Finance Committee Meeting
24 Octo ber 2014
Gavi Offices, Geneva, Switzerland and Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the
meeting commenced at 16.00 Geneva time on 24 Octo ber 201 4. Wayne Berson,
Audit and Finance Committee Chair, chaired the meeting .

1.2 The Chair welcomed members of the Programme and Policy Committee (PPC)
to the meeting. Originally scheduled to be a joint session, unfortunately the PPC
did not have a quorum. However, the Chair invited the PPC members to
participate in the business plan and budget discussion and to offer a collective
view to the Executive Committee whether to recommend the business plan and
budget to the Board.

1.3 Standing declarations of interest wer e tabled to the Committee (Doc s 1a and 1b
in the Committee pack); there were no additional conflicts declared.

------

2. 2015 business plan and budget

2.1 Anuradha Gupta, Deputy CEO, and Barry Greene, Managing Director of Finance
and Operations, presented the proposed 2015 business plan and budget (Doc
2). Ms Gupta highlighted that 2015 is a transition year from the 2011 -2015
strat egic plan to the 2016 -2020 strategic plan. With a focus on vaccine
introductions, health systems and supply chain strengthening, and successful
country graduation s, the 2015 business plan would set the stage for a new
paradigm in which Gavi would reinforce its country focus, ensure good grant and
risk management, and leverage purposeful partnerships.

2.2 Mr Greene provided an overview of the proposed business plan budget for
2015. Totalling US$ 250 million, the budget represents an increase of 12% over
2014. Nearly half of the increase is to scale -up supply -chain activities funded by
an earmarked contribution from the Canadian Government. Secretariat budget
growth is focused on programme implementation and risk, and this is partia lly
offset budget reductions in other areas.

2.3 Increases to WHO?s budget are to support IPV introductions, HSS
implementation, data quality efforts, and surveillance. An increase to UNICEF?s
budget would support Gavi?s work around immunisation coverage and equity. The
World Bank would receive funding for work on graduation, financial sustainability,


Minutes

.......
GAVI Alliance Audit and Finance Committee Decisions
30 April 2014
AFC -2014 -UWC -01 1




GAVI Alliance Audit and Finance Committee Decisions
30 April 2014

Discussion Note of Meeting from 17 April 2014


1. Chair?s report

1.1 The meeting commenced at 8.3 5 Washington time on 17 April 201 4. Wayne
Berson, Audit and Finance Committee Chair, chaired the meeting. A quorum
was not achieved, so the Committee members present discussed the matters
on the agenda and agreed that the Committee should take relevant decisions
by un animous consent in writing after the meeting . (All of the proposed
decisions in this report were approved by unanimous consent on 30 April
2014 .)

1.2 Standing declarations of interest were tabled (Doc 1a in the Committee pack).
Committee members not ed the min utes of its meeting on 13 February 201 4
(Doc 1b ), which the Committee approved by no -objection on 24 March 2014 .
In addition, t he Committee members present reviewed the action sheet (Doc
1c) and forward workplan (Doc 1 d).

------

2. Appointment of independent auditor for 2014 to 2018

2.1 As required by the Independent Auditor Selection and Evaluation Policy, the
Secretariat requested, received, and analysed proposals from several audit
firms to serve as GAVI?s independent auditor from 2014 to 2018. Louis
Mkanganwi, Director of Financial Reporting, noted that t he Secretariat
received two proposals but that one firm eventually w ithdrew. The Secretariat
reported that the remaining firm, KPMG, would be well positioned to serve in
the role during the five year period contemplated and recommended their
appointment to the Committee.

Discussion

? To a question from the Chair, Mr Mk anganwi confirmed that KPMG would
perform audits consolidating the financial positions of the GAVI Alliance, GAVI
Campaign, and IFFIm. The GAVI Fund Affiliate?s operations have now
ceased.

AFC -2018 -Mtg -03 1

th



G avi Alliance Audit and Finance Committee Meeting
26 April 2018
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 9.00 Washington, DC time on 26 April 201 8. 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 Committee note d the approval of the minutes of its meeting on 8 February
201 8 by no objection consent on 15 March 2018 (Doc 01b) . The Committee also
reviewed its action sheet (Doc 01c) and its forward workplan for 201 8 (Doc 01d) .

1.4 The Chair noted his a ppreciat ion for the time and effort the secretariat had put in
to prepar ing for the meeting .

------

2. Financial update

2.1 Barry Greene, Managing Director, Finance and Operations, and Tony Dutson,
Senior Director , Finance and Chief Accounting Officer, provided the Committee
with the updated Gavi financial resources and expenditures for 2016 -2020 (Doc
02) , which rely on the latest financial forecast for 2016 -2020 presented to the
Board in November 2017 , and which remain s the current forecast .

2.2 The Secretariat noted that it was not aware of any matters which would
significantly change the forecast; whereupon Mr Dutson sta ted that for the current
period, a ssuming donor pledges are extended to 2020, and including the cost of
the proposed additional work programmes in Figure 1, Gavi would still have
US$105 million of available funding.

2.3 Mr Greene highlighted the financial implications of the funding decisions which
would be subject to review of the Programme and Policy Committee (PPC) when
it meets the following week, and which would then be submitted to the Board for
its consideration in June 201 8. He pointed out that the role of the AFC was to
assure the Board that these decisions could be taken in accordance with the Gavi
Programme Funding Policy , which requires that qualifying resources are available
to fund these decisions .

Minutes

AFC -201 6-Mtg -01 1




G avi Alliance Audit and Finance Committee Meeting
26 February 2016
Teleconference


1. Declarations of interest

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 16 .06 Geneva time on 26 February 2016 . David Sidwell, Audit and
Finance Committee Chair , chaired the meeting .

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

1.3 The Committee noted the minutes of its joint meeting with the Programme and
Policy Committee on 6 November 2015 (Doc 01b) , as well as the minutes of its
meeting s on 6 November 2015 (Doc 01c) and 1 December 2015 (Doc 01d), both
of which had been approved by no -objection on 13 February 2016 .

1.4 The Committee also reviewed its forward workplan (Doc 01e).

------

2. 2015 audit strategy

2.1 Pierre -Henri Pingeon and Karina Vartanova from KPMG, Gavi?s independent
auditors , outlined KPMG?s plan for the audit of the 2015 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 information on the communication plan and
reporting timeline.

2.2 They drew the Committee?s attention to US GAAP standards which will become
applicable when audit ing Gavi?s consolidated financial statements going forward,
but which will not need to be taken in to consideration for the 2015 audit.

Discussion

? Committee members noted that matters which might be identified through the audit
process will be discussed with management and there will be a joint decision on
whether or not appropriate changes will need to be made to the financial
statements before they are issued.


Minutes

AFC -2016 -Mtg -02 1
th



G avi Alliance Audit and Finance Committee Meeting
4 Ma y 2016
Washington, DC


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 10.03 Washington, DC time on 4 Ma y 2016 . David Sidwell, Audit
and Finance Committee Chair , chaired the meeting .

1.2 Standing declarations of interest wer e tabled to the Committee (Doc 01a in the
Committee pack). The Chair stated that in addition to the information contained in
the document he wished to further declare that he is a member of the Board of
Chubb, one of Gavi?s insurance providers.

1.3 The Committee noted the minutes of its meetin gs on 26 February 201 6 (Doc 01b ),
which had been approved by no -objection on 1 9 April 2016 .

1.4 The Committee also noted its forward workplan (Doc 01c), which would be
discussed later during the meeting .

------

2. Financial update

2.1 Barry Greene, Managing Director , Finance and Operations, outlined the financial
implications of five decisions which would be submi tted to the Board in June 2016,
four of which would be subject to review of the Programme and Policy Committee
when they met the following week (Doc 02) . He highlighted that the role of the AFC
is to assure the Board that these decisions can be taken in accordance with the
Gavi Progra mme Funding Policy which requires that qualifying resources are
available through 2020 to fund these decisions .

2.2 Mr Greene explained to AFC members that going forward it is foreseen that the
financial f orecast will be updated less fr equently tha n has been the case in the
past , with the aim to find the right balance between ensuring that reliable
information is availa ble to the AF C and the Board for decision -making while
making the best use of Board time and Secretariat resources. He added that if the
Secretariat became aware of significant developments affecting the forecast these
would be estimated as to impact. He c larified that information would continue to
be provided regularly to UNICEF for its planning purposes.



Minutes

AFC -2016 -Mtg -03 1
the



G avi Alliance Audit and Finance Committee Meeting
28 Jul y 2016
Teleconference

1. Executive session with the independent auditor

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 10.03 Washington, DC time on 28 Jul y 2016 . David Sidwell, Audit
and Finance Committee Chair , chaired the meeting .

1.2 The Committee held an executive session with Pierre -Henri Pingeon and Karina
Vartanova from KPMG, Gavi?s independent auditor, to discuss the con duct of the
2015 audit (Doc 01) .

1.3 The Committe e convened in open session at 10 .20 .

------

2. Chair?s report

2.1 Standing declarations of interest were tabled to the Committee (Doc 02a in the
Committee pack).

2.2 The Committee noted the minutes of its meetings on 4 May 201 6 (Doc 02b ), which
had been approved by no -objection on 24 June 2016 .

2.3 The Committee also noted its forward workplan (Doc 02c ). Committee members
requested that future meeting agendas specifically includ e recurring topics related
to the section on ethics, fraud and whistleblowing listed in the workplan .

------

3. 201 5 Annual Financial Report

3.1 The Chair introduced this item noting that during the executive session with
KPMG, Mr Pingeon explained in response to a question that there w ere no
requirements to disclos e disbursements to related parties incurred under the
Partners? Engagement Framework (PEF) in the Annual Financial Report (AFR) .
Louis Mkanganwi, Director of Financial Accounting and Reporting concurred.

3.2 Mr Mkanganwi presented the main highlights of the draft 201 5 AFR (Doc 03) .

3.3 Mr Mkanganwi noted that the structure of the AFR was similar to previous years ,
and includ ed the financials for the Gavi Camp aign and the IFFIm Company. Mr
Mkanganwi noted the second IFFIm Sukuk issuance , of which the Committee ha d

Minutes

AFC -2016 -Mtg -04 1
th



G avi Alliance Audit and Finance Committee Meeting
21 October 2016
Gavi Offices, Washington, DC, USA


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee members present, the meeting
commenced at 10.0 1 Washington, DC time on 21 October 2016 . David Sidwell,
Audit and Finance Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 0 1a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 28 July 2016 (Doc 01b), which
had been approved by no -objection on 16 September 2016.

1.4 The Committee also reviewed its action sheet (Doc 01c) and its forward workplan
for 2016 and 2017 (Doc 01d) . The Chair noted that periodic review of technology
and operations will be added to the workplan as agreed during the meeting on 28
July 2016.

1.5 The Chair also noted that going forward, AFC meetings in DC will begin earlier
than the current start time of 10am to set the meeting at a more reasonable time
for Committee members and staff attending either via videoconference or
teleconference .

------

2. Financial update

2.1 Barry Greene, Managing Director , Finance and Operations, outlined the financial
implications of the funding decisions which would be submi tted to the Board in
December 2016, and which would be subject to review of the Programme and
Policy Committee when it me ets the following week (Doc 0 2) . He highlighted that
the role of the AFC is to assure the Board that these decisions can be taken in
accordance with the Gavi Progra mme Funding Policy which requires that
qualifying resources are available through 2020 to fund these decisions .

2.2 Mr Greene highlighted to AFC members that there would be a commercially -
sensitive decision brought to the Executive Committee at a meeting to be
convened shortly that will result in increased expenditure of US$ 50 million. He
noted that from a funding capacity perspective, Gavi has sufficient resources
available to meet this need. He also explained that this information was obtained

Minutes

AFC -2016 -Mtg -05 1




G avi Alliance Audit and Finance Committee Meeting
5 Dec ember 201 6
Sofitel Abidjan Hotel Ivoire, Abidjan, C?te d?Ivoire


1. Declarations of interest

1.1 Finding a quorum of members present, the meeting commenced at 14.32 Abidjan
time on 5 Dec em ber 201 6. David Sidwell, Audit and Finance Committee (AFC)
Chair, chaired the meeting.

1.2 Standing declarations of interest wer e tabled to the Committee (Doc 1a in the
Committee pack).

1.3 The Committee approved the minutes of its meeting on 21 October 2016 (Doc
01b) , noting a technical correction in the dates pertaining to Audit and
Investigations (A&I) Plan for 2016 and 2107.

1.4 The Committee reviewed its action sheet (01c) . The Chair requested that the
action sheet capture the discussion during the 21 October meeting, when it was
ag reed to see how the cash channe led to countries through the partners could be
better audited either through the Gavi A&I team or by leveraging the internal audit
functions of the partners . The Secretariat confirmed that this will be added to the
action sheet.

Decision One

The Gavi Alliance Audit and Finance Committee :

? Approved the minutes of its meeting on 21 October 2016 noting a technical
correction in Section 5.2 referring to the dates of the Internal Audit Plans of 2016
and 2017.

------

2. Forward year workplan review

2.1 The Committee reviewed its forward workplan (Doc 02) .

Discussion

? The Chair noted that during the last meeting it was decided to include periodic
reviews of technology and operations in the AFC agenda , and that t he first review
is planned for the AFC meeting on 9 February 2017 and shall become a standing
item for review in February each year .



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