.......
GAVI Alliance Governance Committee Meeting
8 November 2012
Gov -2012 -Mtg -4 1




GAVI Alliance Governance Committee Meeting
8 November 2012
Teleconference


FIN AL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at
approximately 13.00 Geneva time on 8 November 201 2. Geeta Rao Gupta ,
Governance Committee Chair , chaired the meeting .

1.2 The Chair noted that the meeting was meant to have taken place in Geneva,
but that several members, including herself , had been unable to travel. This
meant the meeting needed to be conducted via teleconference across several
time zones and shortened so the Committee agreed to address the most time -
sensitive issues on the agenda . Other issues would be postpone d until the
Committee?s next meeting in 2013.

1.3 The Chair noted that the agenda reflected the continu ation of work that ha d
been on -going since the Board retreat in Oslo. Many of the agenda items
build on an inclusive dialogue that had tak en place at the May Governance
Committee meeting, June Board meeting, June all chairs meeting, September
Executive Committee meeting, and October Governance Committee meeting.

1.4 The Chair noted with approval the increase in the developing count ry
nominations and co ngratulated developing country Board members and the
Secretariat in working to achieve this.

1.5 The Chair also noted with concern that the Committee would be challenged to
maintain the gender balance that the Board and the Board Chair have worked
hard to ach ieve , given the nominations submitted. The Chair reminded the
Committee that the Guidelines on the GAVI Alliance Board Gender Balance
define the balance as a ratio of 60/40 of men and women among the Board
and alternate Board members . The Committee noted t hat i n accordance with
the guidelines , when the Board does not have a gender balance, the
Committee required constituencies to submit at least one woman and one
man to their Board and alternate seats . While it may be acceptable to submit
two men or two women so long as the overall balance is not threatened,
enough constituencies have submitted two men during this round to threaten
the balance. The Chair indicated that the Committee would need to consider

.......
GAVI Alliance Governance Committee Meeting
20 March 2013
Gov -2013 -Mtg -1 1




GAVI Alliance Governance Committee Meeting
20 March 201 3
Barcelona, Spain


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at
approximately 1 5.30 Barcelon a time on 20 March 201 3. Geeta Rao Gupta ,
Governance Committee Chair , chaired the meeting .

1.2 The Chair noted that this additional meeting had been called due to the fact
that the previous face to face meeting had been restricted to a teleconference
as sever members had been unable to travel due to bad weather. In addition,
give the plans to discuss the governance issues at the Board retreat the
following day the Chair felt it would be useful to get initial input from the
Committee.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in
the Committee pack). The Committee reviewed the minutes of its meeting on
8 November 2012 (Doc 01b) , its action sheet (Doc 01c) and its forward
workplan (Doc 01d).

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 8 Novem ber 2012 .

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2. Report of the Recruitment Subcommittee

2.1 In November 2012, the Governance Committee approved the establishment
of a recruitment subcommittee comprising the Board Chair, the Governance
Committee Chair, an unaffiliated Board Member, and the CEO (as a non -
voting member) to recruit unaffiliated Board members to replace those
members whose terms end in December 2013.

2.2 The Chair introduced the minutes from the recruitment Subcommittee meeting
on 12 February 2013 (Doc 02) and provided an update on the process . Egon

.......
GAVI Alliance Governance Committee Meeting
7 May 2013
Gov -2013 -Mtg -2 1




GAVI Alliance Governance Committee Meeting
7 May 201 3
Washington, DC USA


FIN AL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11. 25
Washington time on 7 May 201 3. 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 reviewed the minutes of its meeting on
20 March 2013 (Doc 1b ).

1.3 The Committee reviewed its action sheet (Doc 1 c). Debbie Adams, Managing
Director, Law and Governance and Secretary to the Bo ard informed the
Committee that in response to the Committee?s wish that the GAVI Alliance?s
governance practices should become more environmentally friendly , Board
and committee packs would no longer be available in paper form. Board
members needing the materials at a Board meeting would be able to collect a
USB stick and the gove rnance team was exploring tablet applications for
viewing and marking up documents . In response to a request, the Secretary
agreed that the governance team would provide light instructions for using
any recommended tablet apps.

1.4 The Committee reviewed its forward workplan (Doc 1d ). The Chair suggested
that the Committee meet on 10 June to consider nominations for PPC Chair,
given Gustavo Gonzalez -Canali?s recent decision to step down. The
Committee agreed, and the Chair requested that the Secretary circul ate a
note to the Board requesting expressions of interest in - and nominations for -
the position.

1.5 The Chair provided some reflections on the Board?s discussion on
governance matters at its recent retreat. Noting the Alliance ?s public -private
partnership m odel , she emphasized the need to have a structure that brought
the nimbleness of the charity/corporate world together with the coordination
and inclusiveness across diverse stakeholder groups embodied in multilateral
organizations . She noted that the GAVI Alliance was considered to be a high
performing global health partnership , and that any changes to the governance
structure or processes should positively affec t the culture of the Board and its

.......
GAVI Alliance Governance Committee Meeting
10 June 2013
Gov -2013 -Mtg -3 1




GAVI Alliance Governance Committee Meeting
10 June 201 3
Geneva, Switzerland


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.50
Geneva time on 10 June 201 3. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 The Chair started the meeting by complimenting the Committee members on
the quality of their work and commitment. She announced that Olga Popova,
member of the Governance Committee and Board alternate to the vaccine
industry constituency , had given birth to a healthy baby girl . The Chair
referred to the departure s from the Board , and thus fr om the Governance
Committee , of Alan Hinman and Simon Bland and thanked them for their
contribution to the Committee .

1.3 The Chair acknowledged that Kevin A. Klock, Head of Governance and
Assistant Secretary , is a great support to the Committee and during his
absence, Debbie Adams, Managing Director, Law and Governance and
Secretary to the Board , will be supported by Alexandra Laheurte Sloyka , from
the Governance team .

1.4 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Com mittee pack). The Committee also reviewed the minutes of its meeting on
7 Ma y 2013 (Doc 1b).

1.5 The Committee reviewed its action sheet (Doc 1 c). The Chair noted the effort
of the Secretariat to ?go green ? as papers sent electronically to the Board and
Committee meeting participants are now available on USB sticks rather than
in printed binders .

1.6 Finally, t he Committee reviewed its forward workplan (Doc 1d ) and the Chair
asked that two changes be made to it in light of decisions taken at the
Committee?s previous meeting .

Decision One

The GAVI Alliance Governance Committee:

.......
GAVI Alliance Governance Committee Meeting
4 November 2013
Gov -2013 -Mtg -5 1




GAVI Alliance Governance Committee Meeting
4 November 201 3
Geneva , Switzerland


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 4 November 2013. Geeta Rao Gupta, Governance
Committ ee Chair, chaired the meeting , except for section 4 which Olga
Popova chaired.

1.2 The Chair expressed her appreciation fo r the service of Dwight Bu sh who
would shortly be taking up the post of U.S. Ambassador to the Kingdom of
Morocco. The Committee expressed its congratulations and best wishes to Mr
Bush .

1.3 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); there were no additional conflicts to be declared. The
Committee also noted that the minutes of its meeting on 26 September 2013
were distributed over the weekend for comment. It was agreed that the WHO
travel policy particulars submitted to the September meeting be captured in
those minutes.

1.4 The Committee reviewed its action sheet (Doc 1c) and its forward workplan
(Doc 1d).

------

2. Board and Committee nominations

2.1 The Chair reviewed the recommendations received for Board and committee
membership (Doc 2). She reminded the Committee that the Board had
requested the committees to be refreshed once every two years so it would
not have to go through this exercise annually.

2.2 She also noted that the gender balance amon g the Board will remain in
compliance with the GAVI Alliance gender guidelines with the appointment of
all persons recommended. Unfortunately, the gender balance among the
alternate Board member s remains outside the guidelines but is moving back

.......
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.

Gov -2017 -Mtg -04 1





G avi Alliance Governance Committee Meeting
5 October 2 01 7
Gavi Alliance Offices, Geneva, Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11. 14 local
time on 5 October 201 7. Ms Gunilla Carlsson, Board Vice Chair and Committee
Chair, chaired the meeting .

1.2 She welcomed all participants attending both in person and by phone and
highlighted that in light of the topics to be considered during this meeting she had
felt it important to convene an in -person meeting of the Committee.

1.3 She referred to the work the C ommittee ha d done so far this year and emphasised
the need for stability over the next months and that the Governance Committee
would play an important role in ensuring that the agreed reforms continue to be
implemented.

1.4 She welcomed new Governance Commi ttee members attending for the first time,
and introduced her Special Adviser, Alexandra Sil fverstolpe , who had already
been in touch directly with a number of Committee members on the Chair?s behalf .

1.5 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). Daniel Graymore asked that it be recorded that his spouse
recently took up a position with UNICEF in Geneva.

1.6 The Committee noted the minutes of its meeting on 13 June 201 7 (Doc 01b), which
had been approved by no -objection on Thursday 6 July 2017 . They noted that the
minutes of the meetings held on 22 June 2017 and 26 July 2017 were available
on request to Governance Committee members but had not been included in the
Committee pack for reasons of confidentiality given the wide distribution of the
meeting materials . The se had been approved by no -objection on Thursday 6 July
2017 and Monday 21 August 2017 respectively .

1.7 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d), with a specific request that periodic reporting from the High Level HR
Subcommittee be included in the workplan going forward .

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Minutes

Gov -2017 -Mtg -08 1




G avi Alliance Governance Committee Meeting
27 November 201 7
Crowne Plaza Hotel, Hor Pha Keo room, Vientiane, Lao PDR


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.10 local
time on 27 November 201 7. Ms Gunilla Carlsson, Board Vice Chair and
Committee Chair, chaired the meeting .

1.2 She welcomed all participants and in particular the Committee Members elect.

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

1.4 The Committee noted the minutes of its meeting on 5 October 201 7 (Doc 01b),
which had been approved by no -objection on Wednesday 22 November 2017 .

1.5 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d), noting that discussions relating to a future Board and Committee Self -
Evaluation exer cise would be included on the workplan for September 2018.

-----

2. Board and Committee nominations

2.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented
informatio n on the nominations received (Doc 0 2), including a late nomination from
the developing country constituency for the Market -Sensitive Decisions
Committee .

Discussion

? Committee members noted the information presented in relation to gender balance
on the Board and Committees and expressed concerns that the Governance
Committee i s itself one of the Committees that will not be compliant wi th the gender
policy. It was noted that there will be a real opportunity for the Governance
Committee to do a deep dive on gender with the policy due for review in 2019.

? It was also proposed that a closer look could be taken at the nominations being
put f orward by the different organisations and constituencies for Governance
Committee membership as there might be an opportunity there to ensure a better
gender balance, including when looking at some Board members or Alternate
Board members who are not on an y Board Committees.


Minutes

.......
Gavi Alliance
Board and Committee Decisions
2015

Gov -201 7-NoObj -01




G avi Alliance Governance Committee Decision
20 September 201 7



1. Appointment of Members of the Market -Sensitive Decisions
Committee (MSDC)

In accordance with article 2.7. 4 of the By -Laws, on a no -objection basis the Gavi
Alliance Governance Committee recommended to the Gavi Alliance Board that it :

App oint the following to the Market -Sensitive Decisions Committee effective
immediately:

? Ngozi Okonjo -Iweala (Board Chair) until 31 December 2019
? Gunilla Carlsson (Board Member) until 31 December 2018
? Shanelle Hall (Board Member) until 31 December 2019
? Tim Evans (Board Member) until 31 December 2019
? Violaine Mitchell (Board Member) until 31 December 2019
? Felix Ka bange (Board Member) until 31 December 2018
? Daniel Graymore (Board Member) until 31 December 2019
? Jean -Francois Pactet (Board Member) until 31 December 2018
? Irene Koek (Board Member) until 30 June 2019
? Clarisse Loe Loumou (Board Member) until 30 June 2019
? David Sidwell (Board Member) until 31 December 2017
? Richard Sezibera (Board Member) until 31 December 201 7
? Seth Berkley (CEO, non -voting)






Mr Philip Armstrong
Secretary to the Board





Minutes