.......
GAVI Alliance Governance Committee Meeting
24 March 201 4
Gov -201 4-Mtg -1 1




GAVI Alliance Governance Committee Meeting
24 March 201 4
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 24 March 201 4. Geeta Rao Gupta, Governance
Committ ee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); Joan Awunyo -Akaba noted that she had a GAVI Alliance -
sup ported special advisor. The Committee noted the minutes of its meeting on
26 September 2013 (Doc 1b) and reviewed its action sheet (Doc 1c) and
forward workplan (Doc 1d).

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 26 September 2013.

------

2. GAVI Alliance governance self -assessment

2.1 The Chair invited Naina Dhingra from McKinsey & Co., the Board?s consultant
on the self -assessment , to summarise the outcomes of the self -assessment
and its proposed recommendations (Doc 2) . Ms Dhingra reported that there
had been significant progress since the last self -assessment in understanding
how committees interact with each other as well as with the Board, having a
clear governance calendar and forward plan, and developing good processes
for Board member and leadership succession. Most Board members reported
that the Secretariat provides the Board with the right amount of support to
enable the Boa rd to govern effectively.

2.2 Regarding opportunities for improvement, Ms Dhingra reported that Board
members were not aligned with each other on their individual roles and
responsibilities, which was compounded by high turnover of Board members .
The McKinsey consultants noted that while alignment among Board members

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
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

.......
GAVI Alliance Governance Committee Meeting
17 June 2014
Gov -2014 -Mtg -4 1




GAVI Alliance Governance Committee Meeting
17 June 201 4
Geneva, Switzerland


FINAL M INUTES


1. Chair?s report

Finding a quorum of members present, the meeting commenced at 18.30 1.1.
Geneva time on 17 June 201 4. Geeta Rao Gupta, Governance Committ ee
Chair, chaired the meeting .

She noted that Olga Popova would shortly step down from the Board and 1.2.
Governance Committee . The Chair thanked her for her service and noted that
this was also Helen Evans ? last Governance Committee meeting as she was
shortly retiring from the GAVI Alliance as Deputy CEO.

Standing declarations of interest were tabled to the Committee (Doc 1a in the 1.3.
Committee pack). The Committee also reviewed the minutes of its meetings
on 7 April 2014 (Doc 1b) and 5 June 2014 (circulated by email on 13 June
2014 ); one small amendment was noted. The Committee also rev iewed its
action sheet (Doc 1c) and forward workplan (Doc 1d) .

Decision One

The GAVI Alliance Governance Committee:

? Approved th e minutes of its meetings on:
o 7 April 2014
o 5 June 2014, contingent upon the inclusion of edits agreed at the meeting.

------

2. Self -assessment follow -up and Executive Committee mandate

The Chair reminded the Governance Committee that the Board discussed the 2.1.
outcomes of the self -assessment during its April 2014 retreat and had
developed a list of priorities to further optimise the governance structure and
processes . An action sheet of the most critical priorities, along with their
current status , was tabled to the C ommittee (Doc 2).

Gov -2014 -Mtg -05 1




G avi Alliance Governance Committee Meeting
31 Octo ber 2014
Teleconference



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16 .10
Geneva time on 31 Octo ber 2014. Geeta Rao Gupta, Governance Committee
Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). Laura Laughlin requested her company affiliation be corrected.

1.3 The minutes of the 1 7 June 2014 Governance Committee meeting were tabled to
the Committee for information (Doc 01b). They had been circulated and
approved by no -objection on 19 August 2014. The Committee also reviewed its
action sheet (Doc 1c) and forward workplan (Doc 1d) .

------

2. Special a dvisers

2. 1 The Chair reminded the Committee that in June 2014 , the Committee asked the
Secretariat to incorporate its comments in the special adviser terms of reference
(TOR) , by inserting a better set of key performance indicators (KPIs), a standard
process for hiring candidates, and qualifications. The Secretariat had
incorporated these comments, including information on compensation and
performance measur ement (Doc 2) .

2.2 Having worked with the Secretariat on the amendments and after reviewing the
pertinent data, the Chair recommended to the Committee that it approve the
terms of reference for special a dvisers who support the Board Chair, Vice Chair,
an d Board members representing developing country government constituencies
and the CSO constituency, along with the recruitment process and approac h for
determining remuneration.

Discussion

? Donor and unaffiliated members of the Committee welcomed the revised terms
of reference and felt they adequately reflected the Committee?s input. Some
Committee members had a number of questions, which the Chair addressed as
follows in this discussion.



Minutes

Gov -2014 -Mtg -06 1




G avi Alliance Governance Committee Meeting
9 Decem ber 2014
Geneva , Switzerland



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.00
Geneva time on 9 Decem ber 2014. Geeta Rao Gupta, Governance Committ ee
Chair, chaired the meeting except for the discussion in section 4 which was
chaired by Beate Stir?.

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

1.3 The Committee reviewed the minutes of its meeting on 31 October 2014 (Doc
01b). The Committee also reviewed its action sheet (Doc 1c) and forward
workplan (Do c 1d) .

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 31 October 2014 .

------

2. Board and Committee member nomination s

2.1 The Chair reviewed the recommendations received for Board and committee
membership (Doc 2). She noted there were a large number of Board members
and alternates rotating off and reminded the Committee that turnover was a
matter highlighted in the last Board self -asse ssment.

2.2 The Chair noted that the nominations would br ing the Board and alternate
members into compliance with the gender policy guidelines.

2. 3 The Chair also noted that a new alternate Board member was interested in
joining th e Evaluation Advisory Committee. However, a recent resignation from
the EAC of an independent expert would mean that there would no longer be a
majority of independent experts on it.





Minutes

Gov -2015 -Mtg -04 1




G avi Alliance Governance Committee Meeting
17 September 201 5
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.00 Geneva
time on 17 September 201 5. Flavia Bustreo , Governance Committ ee Chair,
chaired the meeting. Standing declarations of interest were tabled to the
Committee (Doc 1 in the Committee pack).

1.2 The Chair welcomed Philip Armstrong to his first official meeting as Director of
Governance and Secretary to the Board.

------

2. Board and committee member nomi nations

2.1 Philip Armstrong reviewed the recommendations received for Board and
committee membership (Doc 2).

2.2 The Chair recognised Beate Stir? for her service to Gavi as a board member and
member of the Governance Committee.

Decision One

The Gavi Alliance Governance Committee:

? Recommend ed to the Board that it appoint the following Board Member:

o Eivind S. Homme of Norway as Board Member representing the
Denmark, the Netherlands, Norway, and Sweden donor constituency in
the seat currently held by Beate Stir? of Norway effective immediately
and until 31 December 2016.

? Recommend ed to the Board that it appoint the following effective immediately
and until 31 December 2015:

o Eivind S. Homme to the Governance Committee in the seat currently held
by Beate Stir?

o Lene Lothe to the Programme and Policy Committee in the seat formerly
held by Anders Nordstr?m.


Minutes

Gov -2015 -Mtg -05 1



G avi Alliance Governance Committee Meeting
1 December 2015
Hotel Crowne Plaza, Geneva, Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 15.28 Geneva
time on 1 Dec ember 201 5. Flavia Bustreo , Governance Committ ee Chair, chaired
the meeting.

1.2 The Chair highlighted that she had identified three priorities for the Governance
Committee for 2015, namely recruitment of the new Gavi Board Chair, the initiation
of a transparent and enhanced process for the recruitment of Unaffiliated Board
members and conclusion of the discussion on the role and composition of t he
Executive Committee, noting that two of these three had been navigated
successfully.

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 17 September 2015 ( Doc 01b ),
which had been approved by no -objection on 9 Nov ember 2015.

1.5 The Committee reviewed its forward workplan (Doc 01c).

Discussion

? Governance Committee members noted in particular the planned review of the
Statutes , By -Laws and Committee Charters the aim of which at this stage is to
correct some anomalies which exist between the different documents and to
update the Charters in line with good practices e.g. AFC Charter . The Committee
also noted that subject to the f indings of the planned Board and Committee self -
assessment , a more in -depth review of the Statutes and By -Laws might be
necessary.

? In response to questions from Governance Committee members , the Secretariat
clarified that it will be within the remit of the Board and Committee self -assessment
to clarify the mandates of the Board Committees in particular to resolve what might
be perceived as overlapping mandates between different Board Committe es.

-----


2. Board and committee member nominations



Minutes

Gov -2016 -Mtg -01 1




G avi Alliance Governance Committee Meeting
16 February 2016
Teleconference



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 08.05 Geneva
time on 16 February 2016 . Flavia Bustreo , Governance Committ ee Chair, chaired
the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). The Chair requested that Governance Committee members
who had not yet completed and returned the relevant forms to the Secretariat do
so as soon as possible.

1.3 The Committee approved the minutes of its meeting on 1 December 2015 .

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

Discussion

? The Chair expressed her thanks to members of the Governance Committee and
the Secretariat who had been very engaged in working on the three priorities of
the Committee in 2015 , namely : (i) the Board Chair recruitment; (ii) the recruitment
of Unaffiliated Board members; and (iii) resolving the issue of the Executive
Committee composition.

? She indicated that issues have arisen in relation to the composition of the
Executive Committee when working on drafting the relevant amendments to the
Gavi By -Laws . I t h as become apparent that there are various permutations , and
consequences, that warrant careful consideration and clarification and before they
can be submitted to the Swiss Supervisory Author ity for Foundations for review .

? She noted that the Board Chair ha d been in contact with some Board members
about how this might affect Gavi ?s governance and that pending further reflection,
also in the context of the Board and Committee Self -Evaluation, constituencies will
be invited to put forward nominations for the Executive Committee in the spirit of
the December Board decision and nominees invited to attend the Executive
Committee meetings as observers pending their formal appointment by the Board
starting with the meeting scheduled for 18 March 2016 .




Minutes

Gov -2016 -Mtg -02 & 03 1




G avi Alliance Governance Committee Meeting s
18 & 20 April 2016
Palace de Menthon, Menthon -Saint -Bernard, France


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.07 local
time on 18 April 2 016 . Flavia Bustreo , Governance Committ ee Chair, chaired the
meeting. The meeting reconvened at 13.10 local time on 20 April 2016 to conclude
discussions on Agenda Item 2 .

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 16 February 2016 (Doc 01b),
which had been approved by no -objecti on on 15 March 2016.

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

Discussion

? In reply to a request for clarification from a Governance Committee member in
relation to the composition of the Executive Committee it was noted, as the
Committee had been informed at its February meeting, that pending approval of
the relevant amendments to the Gavi By -Laws following the December Board
decision and clearance with the Swiss Federal State authorities in the normal
course , nominees for the CSO seat and the second donor and developing country
seats would be invited to attend Executive Committee meetings as fully
participationg observers pending conclusion of the Board and Committee self -
evaluation and full assessment of the governance structure and its c ommittees

-----

2. Board and Committee nominations ? Donors constituency

2.1 The Chair invited Donal Brown, repre senting the UK as the donor coordinator, to
present this item (Doc 02) .

2.2 Mr Brown outlined the process for forming the Gavi donor constituency groups ,
highlighting the rationale for the change and that this had been done within the
context of a set o f principles which had been voted on and agreed by the donor
constituency in early 2016. He informed Committee members that while
agreem ent had been reached on the five anchor donors, work continued on
finalising the membership of the five donor groups.


Minutes

Gov -2016 -Mtg -04 1



G avi Alliance Governance Committee Meeting
21 June 2016
Starling Hotel, Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 15.10 local
time on 21 June 2016 . Flavia Bustreo , Governance Committ ee 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 s on 1 8-20 April 2016 (Doc 01b),
which had been approved by no -objection on 1 4 June 2016 and the notes of
discussion from its ad -hoc meeting on 13 May 2016 (Doc 01c) , as well as its
forward workplan (Doc 01d).

-----

2. Update on 2016 Board and Committee Self -Evaluation

2.1 The Chair introduce d this item recalling the work that had been done so far in
te rms of the Board and Committee s elf -evaluation.

2.2 She informed Committee members that the response rate to the survey so far was
70% and that she had asked the consultants from Egon Zehnder Internati onal
(EZI) to follow up directly with those who ha d not yet responded.

2.3 She highlighted that the objective of this session was to provide feedback on the
process s o far, to reflect on some of the initial issues which will be presented by
EZI and to give guidance on the process going forward. She stressed that the
information to be presented should not be considered as findings or
recommendations , as there is still a lot of work to be done in terms of analysis of
the survey data and the in -person interviews with Board and Committee members.

2.4 This was only an early insight into the raw data thus gathered from the survey and
informed by a very small sample of interv iews.

2. 5 Ashley Summerfield, EZI , presented information arising from t he survey s
completed and the interviews conducted so far.






Minutes