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

Gov -2016 -Mtg -05 1




G avi Alliance Governance Committee Meeting
14 October 2016
Gavi Alliance Offices, Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 09.38 local
time on 14 October 2016 . Gunilla Carls son, Acting Governance Committ ee Chair,
chaired the meeting.

1.2 Philip A rmstrong , Director, Governance and Secretary to the Board, referred to an
email which had been sent to Governance Committee members by the Board
Chair, Dr Ngozi Okonjo -Iweala , in the context of the leave of absence which she
had gra nted to Dr Flavia Bustreo, Board Vice Chair and Governance Committee
Chair following her nomination by the Government of Italy as a candid ate for the
position of Director General of the WHO. The Board Chair had proposed that
Gunilla Carlsson act as Governance Committee Chair in the inter im, in particular
to ensure that the momentum on the Board and Committee self -evaluation
exercise is maintained.

Discussion

? Governance Committee members noted that while Flavia Bustreo has been
granted a leave of absence from the Gavi Board and Governance Committee she
has not vacated eithe r of the positions and remains both a member of the Board
and Vic e Chair of the Board. There is no provision in the Statutes and By -Laws for
the temp orary appointment of a Vice Chair, and the WHO will be continue to be
represented by the Alternate Board Member as is already the case ; the Statutes
and By -Laws preclud ing the Vice Chair from representing his or her ins titution or
constituency.

? Governance Committee members agreed that under the circumstances the y did
not see the need to foresee the appointment of an acting Vice Chair and also
agreed that it should be made clear, in particular to the Board in advance of the
December Board meeting, that whil e there will be an acting Governance
Committee Chair during the period of Dr Bustreo?s leave of absence, it is not
foreseen that an acting Vice Chair will be appointed. Governance Committee
members also agreed that in the unlikely event that the Board Chai r was unable
to attend the December Board meeting, the Board would be asked to appoint, from
amongst its members, a Chair whose sole purpose would be to preside over the
meeting so that the Board can conduct its business.





Minutes

Gov -2016 -Mtg -06 1




G avi Alliance Governance Committee Meeting
5 December 2016
Sofitel Abidjan Hotel Ivoire, Abidjan, C?te d?Ivoire


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.31 local
time on 5 December 2016 . Gunilla Carlsson, Acting Governance Committee Chair,
chaired the meeting .

1.2 The Chair welcomed Dr Ngozi Okonjo -Iweala, Gavi Alliance Board Chair , as well
as David Sidwell, Audit and Finance Committee Chair whom she had invited to
join the meeting and who would speak to the review of the Committee Charters
later in the meeting . She also welcomed Neil Hindle, Egon Zehnder International
(EZI) .

1.3 She recognised a number of Committee members whose terms were coming to
an end after December, namely Javier Hernandez Pena, Eivind Homme, Laura
Laughlin and Jan Paehler, as well as the contributions of Donal Brown and
Kesete birhan Admasu both of whom had been unable to attend this meeting.

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

1.5 The Committee noted the minutes of its meeting on 1 4 October 2016 (Doc 01b),
which had been approved by no -objection on 1 4 November 2016 and the notes of
discussion s from its ad -hoc meeting s on 14 October 2016 (Doc 01c) and
9 November 2016 (01d) .

1.6 Finally, the Committee noted the action sheet (01e) and forward workplan
(Doc 01f). In relation to the latter , the Acting Chair highlighted that there has been
a lot mentioned in the Board and Committee self -evaluation around the question
of agenda consultation, mainly in respect of the Board. She pointed out that the
workplan is an instrument designed to genera te consultation with Committee
members for thoughts and ideas on agenda formulation in advance of scheduled
meetings and can al ways be submitted to either herself or Philip Armstrong for
consideration.

-----







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Gov -201 7-Mtg -04 1



G avi Alliance Governance Committee Meeting
13 June 201 7
Intercontinental Hotel, Geneva, Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11. 15 local
time on 4 April 201 7. Dr Flavia Bustreo, Board Vice Chair and Committee Chair,
chaired the meeting for Items 1 and 2 and as she then had to leave the meeting
Governance Committee members agreed that Gunilla Carlsson chair the
remainder of 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 4 April 201 7 (Doc 01b), which
had been approved by no -objection on Friday 26 May 2017 .

1.4 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d).

-----

2. Board Leadership

Discussions in relation to this item being of a confidential nature, they will be recorded
separately in a note for voting members of the Governance Committee only.

Decision One

The Gavi Alliance Governance Committee recommended to the Gavi Alliance Board that
it:

a) Reappoint Gunilla Carlsson as an Unaffiliated Bo ard member effective 1 January
2018 and until 31 December 2020; and

b) Appoint Gunilla Carlsson as Vice Chair of the Board with individual signatory
authority effective 1 July 2017 and until 31 December 2018.

-----







Minutes

.......
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

.......
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).

.......
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