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

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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.

GAVI Alliance Governance Committee Meeting , 23 March 2011 FINAL M INUTES

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GAVI Alliance Governance Committee Meeting
23 March 2011
Teleconference


FINAL M INUTES

1. Chair?s report

Finding a quorum of members present, the meeting commenced at 17.02 Geneva
time on 23 March 2011 . Dagfinn H?ybr?ten , Governance 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). The Chair thanked the Secretariat for assisting the Committee with its
advance planning.

Decision One

The GAVI Alliance Governance Committee moved to:

? Approve the minutes of its meeting on 29 November 2010.

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2. Nominations

Debbie Adams, Managing Director, Law and Governance reported that the
industrialised and developing country vaccine industry constituencies had submitted
Ronald Brus, CEO of Crucell and Mahima Datla, Senior Vice President of Biological
E. to be their respective Board members (Doc #2). In addition, she presented
candidates to serve as alternate Board mem bers and committee members . Finally,
Ms Adams reported that the Board?s next opportunity to make appointments was in
July 2011.

? The Board continues to move toward compliance with its gender guidelines ,
though it is doing so slowly.

? The By -Laws state that a representative Board member shall continue to
serve until a replacement is appointed by the Board. This provision allows
representative Board members to serve past the end of their terms until the
Board is able to make the formal appointment of their successors.

Minutes of th e Governance Committee Meeting
6 July 2011
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GAVI Alliance Governance Committee Meeting
6 July 2011
Geneva, Switzerland


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.38
Geneva time on 6 July 2011. Dagfinn H?ybr?ten , Board Chair , chaired the
meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Board pack). No further conflicts of interest were declared.

1.3 The Committee reviewed the minutes of its meeting s on 8 March 2011 (Doc
#1b) and 23 Ma rch 2011 (Doc #1c). These minutes were approved by no
objection on 30 May 2011 under section 2.7.3.3 of the By -Laws. T he
Committee noted the record of actions (Doc #1d) , and its forward workp lan
(Doc #1 e). The Chair stated that ethics guidelines are slate d for the
Committee?s review in October so that all partners could be comfortable
participating in the Alliance business plan.

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2. Board and committee member nominations

2.1 Debbie Adams, Managing Director, Law and Governance reported various
constituencies?? recommendations for Board and committee membership
(Doc s #2 and #2b ). She also reviewed succession planning for various
constituencies .

Discussion

? No Committee members were asked to leave the room during discussion of
candidates to represent their constituencies. However, it was noted that
pertinent Governance Committee members would not vote for their own
constituencies? nominations .

? If the entire slate of candidates is approved, the Board will achieve gender
balance with regard to its alternate membership.

.......
Minutes of the GAVI Alliance Governance Committee Meeting
5 October 2011
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GAVI Alliance Governance Committee Meeting
5 October 2011
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.02
Geneva time on 5 October 2011. Dagfinn H?ybr?ten , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Committee pack). Olga Popova noted her interest in matters involving
Crucell and the industrialised country vaccine industry, and did not participate
in a side session concerning the participation of the vaccine industry in the
governance structures.

1.3 The Committee reviewed the minutes of it meeting on 6 July 2011 (Doc # 1b)
and its forward workplan (Doc #1 c).

Decision One

The GAVI Alliance Governance Committee :

? Approved the minutes of its meeting on 6 July 2011.

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2. CEO report

2.1 Seth Berkley, Chief Executive Officer, provided the Committee with an
overview of the number of governance -related events conducted during the
course of 2011. In sum, it is forecasted that 72 governance -related meetings
will be held by the time 2011 concl udes , and that 312 papers will have been
tabled to support those meetings. He noted that this work is important but is
extremely heavy for the Secretariat and partner staff to support.

2.2 The CEO also commented that GAVI?s strategic emphasis on active m arket
shaping, and the Secretariat?s associated mandates , would require he and
certain members of his staff to be privy to commercially sensitive information

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Minutes of the GAVI Alliance Governance Committee Meeting
15 November 2011
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GAVI Alliance Governance Committee Meeting
15 November 2011
Dhaka, Bangladesh


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 15.35
Dhaka time on 15 November 2011. Dagfinn H?ybr?ten , Governance
Committee Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Committee pack). In addition, Rajeev Venkayya reported that he had
accepted a senior position in Takeda Pharmaceuticals and would have an
interest in any matter involving that company, though he was unaware of any
current financial relationship between GAV I and Takeda.

1.3 The Committee reviewed the minutes of it s meeting on 5 October 2011.

Decision One

The GAVI Alliance Governance Committee :

? Approved the minutes of its meeting on 5 October 2011 .

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2. Committee leadership structure

2.1 Stemming from the Committee?s discussion in July 2011, the Chair proposed
additional changes to GAVI?s governing documents with regard to the
leadership of the Executive and Governance Committees. (Doc #2) The
proposal would effectively swap the leadership of those committees so that
the Chair of the Board would lead the Executive Committee and the Board
Vice Chair would lead the Governance Committee. This recommendation is
based on the understanding that the Executive Committee is responsible for
making cr itical and time sensitive decisions in between Board meetings , and
its mandate to make recommendations t o the Board on GAVI?s strategy and
business plan and therefore the Chair of the Board should Chair the
Committee making these decisions.

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GAVI Alliance Governance Committee Meeting
10 April 2012
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GAVI Alliance Governance Committee Meeting
10 April 2012
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.00
Geneva time on 10 April 201 2. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

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

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2. N ominations

2.1 Kevin A. Klock, Head of Governance and Assistant Secretary , tabled
nominations for seats on the Board and the Programme and Policy
Committee (Doc 2). After Ronald Brus stepped down as CEO of Crucell, he
decided he would step down from the GAVI Board as well. This triggered the
industrialise d country vaccine industry?s nominations process, and resulted in
the recommendation of Johan Van Hoof, new Managing Director of Crucell.
Also, the constituency decided to replace its PPC member, but determined it
would still be represented by a senior emp loyee of Novartis.

2.2 George W. Wellde, Jr, Chair of the Recruitment Subcommittee , commented
on the identification of the unaffiliated Board member candidates, reviewing
the search process for persons with the right skills and attributes . Several
excellent c andidates had emerged some time ago but both the Subcommittee
and the candidates felt it was appropriate to ensure that the CEO was in place
prior to moving nominations forward. George Wellde noted that Her Royal
Highness Princess Cristina is well known to the Board and a public champion
of GAVI. Maria Freire has a strong background in vaccines, a characteristic
previously missing among the unaffiliated Board members. Yifei Li is a very
accomplished businessperson and can help open relationships in the Far
East .

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GAVI Alliance Governance C ommittee Meeting
14 May 2012
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GAVI Alliance Governance Committee Meeting
14 May 2012
Washington, DC USA


FINAL M INUTES



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.04
Washington time on 14 May 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). Alan Hinman noted his institution had received a grant from
Novartis to research Measles vaccine , but did not anticipate that would cause
a conflict at this meeting. Nicholas Alipui noted that he had no personal/
financial interests that needed to be declared.

1.3 The Committee noted the minutes of its meeti ng on 15 November 2011 (Doc
1b), which were approved by no -objection on 25 March 2012 , and reviewed
the minutes of its meeting on 10 April 2012 (Doc 1c).

1.4 Next the Committee reviewed its action sheet (Doc 1d) and its forward
workplan (Doc 1e).

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 10 April 2012.

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2. Follow -up to the Oslo retreat on governance matters

2.1 The Chair led a discussion on a number of governance -related matters
stemming from the Board?s retreat in Oslo on 1 6-17 April 2012 (Doc 2).

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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

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GAVI Alliance Governance Committee Meeting
20 March 2013
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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

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GAVI Alliance Governance Committee Meeting
7 May 2013
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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

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GAVI Alliance Governance Committee Meeting
10 June 2013
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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: