AFC -2017 -Mtg -03 1
th




G avi Alliance Audit and Finance Committee Meeting
12 June 2017
Gavi Offices, Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 14.05 Geneva time on 12 June 201 7. David Sidwell, AFC
Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in th e
Committee pack). The Chair noted that his interest in CHUBB as a Board member
did not conflict with the discussions and decisions that the Committee was
expected to take at its meeting .

1.3 The Committee approved the minutes of its meeting on 27 April 201 7 (Doc 1b),
which were tabled for approval of the Committee after comments from a
Committee members had been received during the review process .

1.4 The Committee also rev iewed its action sheet (Doc 1c). A Committee member
requested that the action item pertaining to addres sing value for money
assessment should be reinstated in the action sheet.


Decision One

The Gavi Alliance Audit and Finance Committee approved the minutes of its meeting on
27 April, 2017, modified as discussed.

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2. Workplan review

2.1 The Chair noted the Committee?s satisfaction with AFC?s f orward workplan 2017
and 2018 (Doc 1d) , and requested the inclusion into the workplan of an update
from the Secretariat when the revised Conflict of Interest policy was ready.

2.2 He noted that per the workplan, the Committee would be required to approve the
AFR at its next meeting in July , and thanked the Secretariat and the World Bank
team for advancing the availability of financial information.

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Minutes

AFC -2017 -Mtg -04 1
the


G avi Alliance Audit and Finance Committee Meeting
27 Jul y 2017
Teleconference

1. Executive session with the independent auditor

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 16 .05 Geneva time on 27 Jul y 201 7. David Sidwell, the
AFC Chair , chaired the meeting .

1.2 The Committee held an executive session with Karina Vartanova and Evgenia
Lopushanskaya from KPMG, Gavi?s independent auditor, to discuss con duct of
the 201 6 audit (Doc 01) .

1.3 The Committe e convened in open session at 1 6.35 .

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2. Chair?s report

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

2.2 The Committee approved the minutes of its meetings on 12 June 2017 (Doc 02b ),
which had been circulated for no -objection on 17 July 2017 . It noted its forward
workplan and the action sheet (Doc 02c and 02d ).

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3. 201 6 Annual Financial Report

3.1 The Chair introduced this item noting that during the executive session with
KPMG, M s Vartanova had explained that in order to conform to the US GAAP a
minor modification was needed in the use of terminology for the titles of certain
supplemental schedules in the Annual Financ ial Report (AFR) .

3.2 Louis Mkanganwi, Director of Financial Accounting and Reporting explained that
the Secretariat was in agreement with KPMG?s suggested correction and would
incorporate it in the final AFR . He confirmed to the Committee that these changes
did not affect the substance or the information within the schedules but were only
being made to ensure appropriate labelling of the schedules as envisaged by US
GAAP requirements. AFC members agreed that alignment with US GAAP was
important and concurred with the suggested corrections.

3.3 Mr Mkanganwi presented the main highlights of the draft 201 6 AFR (Doc 03) .


Minutes

AFC -2017 -Mtg -05 1
th

G avi Alliance Audit and Finance Committee Meeting
19 October 2017
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 19 October 201 7. David
Sidwell, AFC Chair, chaired the meeting .

1.2 The Chair noted that the Committee met for a closed session on the previous day
to discu ss various matters relating to the Committee?s responsibilities as well as
ongoing informational needs. As a result of the closed session discussion , the
Chair requested that the April 2018 meeting of AFC include a deep -dive of the
Programme Capacity Assessment (PCA) process through a country example . The
country example should help the Committee understand how programme audit
findings are addressed, as well as how relevant conclusions are drawn on the level
of residual risk that shou ld be assumed, through these PCAs. The Committee was
also interested in understanding the role of partners in these Assessments.

1.3 Summarising the discussion of the closed session, the Chair requested that an
orientation session be organised for the AFC in late January 2018 to on -board the
new Committee members on the roles and responsibilities as outlined in the AFC
Charter. Additionally, he noted that the Committee had requested that a three -
year audit plan be presented to allow better understanding of t he one -year audit
plan.

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

1.5 The Committee approved the minutes of its meeting on 27 July 201 7 (Doc 01b) .

1.6 The Committee also reviewed its action sheet (Doc 01c) and its forward workplan
for 201 7 and 201 8 (Doc 01d) . The Secretariat updated the Committee about its
action sheet item pertaining to the joint issuance of the Gavi Annual Financial
Report and Annual Progress Report (APR) and noted both these reports had n ow
been made available to stakeholders.

Decision One

The Gavi Alliance Audit and Finance Committee ap proved the minutes of its meeting
on 27 July 2017.

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Minutes

AFC -2017 -Mtg -06 1
th


G avi Alliance Audit and Finance Committee Meeting
27 Novem ber 2017
Crowne Plaza Hotel, Vientiane , Lao PDR


1. Chair?s report

1.1 Finding a quorum of Audit and Finance Committee (AFC) members present, the
meeting commenced at 16 .00 Lao PDR time on 27 Novem ber 201 7. 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 approved the minutes of its meeting on 19 October 201 7 (Doc
01b) , subject to the minutes reflecting that the Committee had a discussion on
partn ers? capacity and flagged it as a high risk, at the request of a Committee
member. This was duly noted and recorded by the Secretariat. The Committee
also reviewed its action sheet (Doc 01c) .

Decision One

The Gavi Alliance Audit and Finance Committee ap proved the minutes of its meeting
on 19 October 2017 , subject to the requested amendment .

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2. Forward year workplan review

2.1 The Committee reviewed its forward workplan for 2018 (Doc 02).

Discussion

? The Chair informed the Committee members -elect who had joined the meeting as
observers that the annual workplan was used as a tool to guide the meeting
agendas throughout the year, ensuring the Committee fulfils its mission. He noted
that these could be up dated during the year as required to accommodate deep
dives requested by the AFC .

? He also explained that the April and October in -person meetings are more
comprehensive; and are preceded by a closed session to ensure that the
Committee has sufficient tim e in executive discussion to consider issues and
priorities .



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).

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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.

.......
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).

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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).

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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.

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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.

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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).

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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.