1 | P a g e December 2022 2023
BOARD AND BOARD COMMITTEE
OPERATING PROCEDURES
Purpose and definitions
These Operating Procedures apply to the governance, administrative and advisory bodies
as list e d in Article 8 of the Statutes . Unless defined in these Operating Procedures all
capitalised terms used in these Operating Procedures shall have the meaning given to
such terms in the Statutes (as amended from time to time). Section mean s sections of
these Operating Procedures. “Business day” means a working day in the Canton of Geneva.
Board
1. Appointment Process
1.1. The Board has formed a “ Governance Committee ” responsible, among other
things, for recommending the appointment of qualified candidates to the
Board in accordance with the Statutes a nd these Operating Procedures.
1.2. The Governance Committee duties, whether or not delegated to another Board
C ommittee (as defined in Section 1 8 ) or a sub - committee, shall be subject to
the provisions of Section 1 8 .
1.3. The Governance Committee shall recommend the nomination of candidates for
Board membership in accordance with the procedures herein.
1.4. The Governance Committee may establish, subject to Board approval,
additional procedures with respect to the designation and nomination of
Board members as are reasonably necessary to carry out these provisions.
1.5. The Governance Committee may establish, subject to the approval of the
Board, minimum criteria as to the qualifications and competencies of all Board
members, provided such criteria shall not unreasonably restrict or interfere
with the right of any Eligible Organisation or Eligible Constituency to select its
Board member(s) according to its Selection Process. The criteria for B oard
membership shall be consistent with the guiding principles on gender for
Board and Board Committee nominations.
Doc 01e - Annex E

Annex D: 1 existing IRC member proposed to be
exceptionally extended to a fourth term
1 Board Meeting, 6 - 7 December 2023Member currently serving a third term to be exceptionally extended for an additional three - year term
# Name Nationality Gender Expertise
1. Aleksandra Caric Croatia Female NVS, M/MR, Malaria, Campaigns, Data & M&E
In addition to bringing experience in areas of key strategic focus for Gavi’s 5.1 strategy,
Aleksandra Caric has been identified as a potential IRC Vice Chair.
Doc 01e - Annex a

December 2020 2023
GOVERNANCE COMMITTEE CHARTER
1. P U RP O S E
The Governance Committee (“Committee” or “ the GC ”) is established by the Board
(“Board”) of the Gavi Alliance (“Gavi”) to support the Board in fulfilling its oversight
responsibilities relating to developing and implementing sound governance policies and
practices for Gavi and to recommend the appointment of qualified candidates to the
Board in accordance with Gavi’s Statutes and Gavi Board and Board Committee Operating
Procedures (“Operating Procedures”) .
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board may
request.
Words and expressions used in this Charter shall, unless the context requires otherwise,
have the meaning attributed to them in the Operating Procedures .
2. M E M B E RS H I P
The membership , resources, responsibilities and authorities of the Committee to perform
its role effectively are stipulated in this Charter, which may be amended by the Board as
and when required or deemed necessary and are specifically governed by Article 18 of
the Statutes and Section 18 of the Operating Procedures.
A. Composition and size
The composition of the GC shall allow it to function efficiently and effectively in fulfilling
its functions and responsibilities . The composition of the GC is intended to comprise
individuals suitably competent in the affairs and issues falling within the Charter so as to
be able to provide the Board and the Secretariat with sound a dvice on matters set out in
this Charter .
The GC shall be chaired by the Board Vice Chair in accordance with Section 4.4 of the
Operating Procedures and shall comprise up to 12 members according to the following
representational composition in addition to the Board Vice Chair :
Doc 01e - Annex G

Annex B: 25 existing IRC members proposed to be
extended to a second term
1 Board Meeting, 6 - 7 December 2023Members currently serving a first term to be extended for an additional three - year term
# Name Nationality Gender Expertise
1. Alima (Tene) Essoh Côte d'Ivoire Female NVS, HPV, Campaigns, HSS
2. Anne McArthur - Lloyd UK Female NVS, HPV
3. Barbara Johnson USA Female Lab
4. Beatriz Ayala - Öström Mexico Female Fragility, Malaria, CCL, HSS
5. Beena Varghese India Female NVS, Data, M&E, Finance & budget, HSS
6. Bolanle Oyeledun Nigeria Female HPV, Data, M&E, HSS
7. Borja Cuervo Alonso Spain Male Fragility, pro - equity & gender, HSS
8. Femi Oyewole Nigeria Male Fragility, HSS
9. Gavin Surgey South Africa Male Finance & budget, HSS
10. Giorgi Pkhakadze Georgia Male Data, M&E, HSS, HSS
11. Helen Saxenian USA Female Fragility, NVS, Finance & budget
12. Joanne Thomson Australia Female Pro - equity & gender
13. Joses Kirigia Kenya Male Data, M&E, Finance & budget
14. Kate Gallagher UK Female NVS, HPV
15. Linda O'Neal Eckert USA Female NVS, M/MR, HPV
16. Mohamed Dramé Guinea Male Fragility, HSS
17. Ousmane Amadou Sy Senegal Male HSS, finance & budget
18. Ousmane Dia Senegal Male Fragility, HSS, CCL
19. Oyewale T. Tomori Nigeria Male Fragility, pro - equity & gender
20. Pat Taylor USA Female HSS
21. Pierre Corneille Namahoro Rwanda Male Fragility, HSS, CCL
22. Sabine Beckmann Germany Female Fragility, Campaigns/SIA, HSS, pro - equity & gender
23. Teklay Desta Ethiopia Male NVS, M/MR, Data & M&E
24. Tippi Mak Canada Female NVS, pro - equity & gender
25. Valerie Chambard France Female CCL Doc 01e - Annex B

December 2021 2023
AUDIT AND FINANCE COMMITTEE CHARTER
1. P U RP O S E
The Audit and Finance Committee (“Committee” or “ the AFC”) is established by the
Board (“Board”) of the Gavi Alliance (“Gavi”) to support the Board in fulfilling its
oversight responsibilities in a timely manner in respect of Gavi’s financial
management, risk and control framework, including internal and external audit, and
adherence to appropriate standards of good practices and ethics.
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board
may request.
Words and expressions used in this Charter shall, unless the context requires
otherwise, have the meaning attributed to them in the Gavi Board and Board
Committee Operating Procedures (“Operating Procedures”) .
2. M E M B E RS H I P
The membership , resources, responsibilities and authorities of the Committee to
perform its role effectively are stipulated in this Charter, which may be amended by
the Board as and when required or deemed necessary and are specifically governed
by Article 1 8 of the Statutes and Section 18 of the Operating Procedures.
A. Composition and size
The composition of the AFC shall allow it to function efficiently and effectively in
fulfilling its functions and responsibilities . The composition of the AFC is intended to
comprise individuals suitabl y competent in the affairs and issues falling within the
Charter so as to be able to provide the Board and the Secretariat with sound advice on
matters set out in this Charter.
The AFC shall comprise not less than three members . A majority of the AFC members
shall comprise Board M embers and Alternate Board M embers. This provision shall
exclude Committee members representing i mplementing country governments .
Committee D elegates, as defined in S ection 18.9 of the Operating Procedures, shall be
eligible for membership on the AFC and shall resign or be removed in accordance with
S ection 5 of the Operating Procedures .
Doc 01e - Annex F

Annex A: Thirteen new members proposed to add to IRC
expert pool
1 Board Meetiing, 6 - 7 December 2023Members identified through transparent recruitment process initiated in August 2023
# Name Current position French -
speaking Nationality Gender Expertise
1 Juliana Ajuma Amanyi -
Enegela Sr Programme Manager NTDs, Christian
Blind Mission Nigeria Female HSS, Finance & budget
2 Julie Pasquier Independent Consultant X France Female Finance & budget, CCL
3 Ngo Bibaa Lundi - Anne
Omam Independent Consultant X Cameroon Female Fragility, HSS, Data & M&E, pro - equity &
gender, Finance & budget
4 Natalie McCall Associate Professor of Pediatrics.
University of Rwanda X Switzerland Female NVS
5 Pierre de Vasson Supply Chain Director, Bee Skilled X France Male HSS, Finance & budget, CCL
6 Sehrish Tehreem Telemedicine Physician, Sehat Kahani Pakistan Female NVS, Data & M&E, pro - equity & gender
7 Mutuku Stephen Mutinda Policy and Planning Specialist, Kenya
National Aids Control Council Kenya Male Finance & budget
8 Tony Chahale Mugasia Independent Consultant Kenya Male HPV, Malaria
9 Antony Ngatia Programme Director, Vaccines and Digital
Health, CHAI Kenya Male NVS, HSS
10 Wangara Tidiani Independent Consultant X Mali Male Fragility, Finance & budget
11 Eric - Didier N'Dri Economic Security Delegate, International
Committee of the Red Cross X Cote d'Ivoire Male Fragility, Cholera, HSS
12 Chioma Nwuba Sr Procurement & Supply Management
Expert PriceWaterhouse Coopers Nigeria Female CCL
13 Akram Ali Eltoum Mohamed Sr Programe Development Consultant,
Project Hope X Egypt Male Fragility, HSS Doc 01e - Annex A

1


Board -2023 -Mtg -04 -Doc 01e -Annex L
Report to the Board
6-7 December 2023

Annex L: Key amended terms of the Facility agreement :
Key term December 2022 December 2023
Size EUR 500 million (with intent to expand to EUR
1 billion)
EUR 1 billion
Partners EIB No change
Duration 2 years to draw funds from signature (Dec.
2022) ; 6 years for repayment No change (Dec. 2023)
Eligible
donors
EU EU and Non -EU (subject to minimum
credit rating)
Collateral 83% of the value of outstanding signed grant
agreements; and cash deposited in the
secured collection account
No change (minimum of 80% EU MS
grant agreements)
Recourse Limited recourse to Gavi, as Gavi is not liable
to repay any amounts due under the facility
agreement from resources other than the
secured legally valid grant agreements and
their proceeds. However, Gavi could be liable
to repay any amounts due under the facility
agreement from its resources other than the
proceeds of the secured grant agreements in
the event that the facility becomes repayable
as a result of a breach by Gavi of certain
provisions
No change
Use of funds Financing of the purchase of vaccines and
equipment required for immunisation
campaigns for all vaccines as approved by the
Gavi Board
No change
Pricing • No fixed fees for 24 months (e.g.,
arrangement, non -utilisation, prepayment)
• Variable interest on reference rate of
EURIBOR or SOFR
• Spread dependent on market conditions,
including margin of 0bppa
• No fixed fees for full term of
facility (e.g., commitment fee or
non -utilisation, prepayment)
• Variable interest on reference rate
of EURIBOR or SOFR
• Spread dependent on market
conditions, including margin of
0bppa if portfolio of EU only,
2bppa if including up to 20% non -
EU
Size and
frequency of
drawdowns
• Minimum EUR 40m per draw down • No change

Board -2023 -Mtg -04 -Doc 01e -Annex K 1
Report to the Board
6-7 December 2023
Annex K: Implications and Anticipated Impact
1. Overview of risks and implications
• Gavi Secretariat and Alliance partners resources: anticipated workload
for the expansion of the meningococcal programme is expected to be
covered for the most part with the current resources allocated for the
meningococcal programme implementation within the Secretariat, while
incremental support is reque sted for the initial programme design and
implementation. Competing priorities of multiple programmes being
supported by partners also have a risk to limit their bandwidth; resources
currently supporting MenACV rollout are anticipated to also support the
implementation of MMCV, with incremental resources allocated through
PEF for the period 2024 -2025 (See Table 5).
• Reputational risk: Gavi is one of the key partners for the Defeating
Meningitis by 2030 global road map which includes the rollout of a MMCV
to mitigate the risk of meningococcal serogroups predominantly causing
epidemics. If there is a slower pace of introductions due to operational
complexity or fund availability, there is a risk that thes e objectives would not
be met. To mitigate this, there is a close collaboration with partners which
will continue through a dedicated working group to support the programme
design and monitor the implementation and consider further changes which
could be r eflected in future forecasts.
• Countries uptake: given the increased cost per dose for MMCV compared
to MenACV and the competing priorities including outbreaks and expanded
menu of vaccines available for countries in the African meningitis belt, there
is a risk that MMCV introduction would be deprioritis ed. To partially mitigate
this there have been regional consultations for the Defeating Meningitis by
2030 road map which include advocacy for the upcoming MMCV, in addition
to workshops planned with highest risk countries in 2024 -2025 (S ee Table
5 under Foundational Support and Strategic Focus Areas support) as well
as continued work with priority countries to support their plans for
introduction of meningococcal vaccines.
• Epidemiological risk: the inherent unpredictability of the meningococcal
meningitis epidemiology and additional impact due to climate change 1 might
shift the risk profile of the countries in the African meningitis belt, changing
the need and eligibility for campaigns and overall prioriti sation of MMCV
introduction. To mitigate this there is the continued availability of the
meningococcal vaccines through a stockpile, in addition to the expectation
of countries carrying out risk assessments to inform their strategies for
MMCV implementation and continued engagement wi th identified high risk
countries to support their efforts to address emerging meningococcal risks.
1 As meningitis is considered a climate -sensitive disease, changes in rainfall patterns, heatwaves, dry season and
population movements would have an impact in its risk profile.

September 2023
gavi.org
—
Charter for Ethics, Risk,
and Compliance (ERC)
at Gavi Doc 01e - Annex J
2
Gavi helps save lives and protects people’s
health by increasing equitable and sustainable
use of vaccines. The scope of Gavi’s operations
is significant, involving local, national through
international partners, with a geographic footprint that
extends across much of the globe including in some of
the world’s most challenging environments. The impact
of our work is multi-cultural, multi-disciplinary and
multi-generational.
We are supported by passionate and
committed individuals and we acknowledge
that doing the right thing is expected,
encouraged, acknowledged, and celebrated.
Gavi’s ethical values guide and influence
all decision-making, at every level of the
organisation. Our core values are foundational
to how each person affiliated with Gavi’s
should behave while advancing Gavi’s mission and
strategy. Gavi’s organisational culture is predicated on
the degree to which these core values are integrated into
decision-making, communication, information exchange,
and people processes such as hiring and promotion. The risks of not operating according to the
highest ethical standards are significant.
When we fail to behave in accordance with
our core values, Gavi may experience poor
decision-making, inappropriate behaviour by Governance
and Advisory Officials and Gavi Staff, a culture based on
entitlement rather than accountability, and impunity for
infractions and misconduct. This in turn could lead to
potential reputational damage and subsequent impact
on our funding capability and ability to help save lives.
As a result, the Board has chosen to focus on identifying
and mitigating risks; preventing misconduct, retaliation,
abuse of power, or corruption; promoting personal well-
being; guaranteeing accuracy in reporting; conserving the
resources entrusted to us; and complying with the laws,
policies, regulations, and agreements that govern our work.
Operating according to the highest ethical
standards is a prerequisite for all that
Gavi undertakes. An ethical organisational
culture is key to building trust in our ability to
deliver vaccines.
This Charter describes the goals, mandates,
services, structures, and resources which
Gavi has allocated for the establishment of
an independent Ethics, Risk and Compliance
Office, led by Gavi’s Chief Ethics, Risk and
Compliance Officer.
I. Addressing Ethics, Risk and Compliance
a t Gavi, the Vaccine Alliance
For Adoption by the Gavi Alliance Board following AFC review (Enterprise Risk Management)
and as recommended by the Governance Committee (Ethics & Compliance)
Following Board approved policies are hereby rescinded in whole or in part.
Adopted on:
Effective as of:
Revised on:
Gavi Alliance Ethics Policy, 2012 (approved by the Board)
Charter for Ethics, Risk and Compliance at Gavi
Doc 01e - Annex J

December 2020 2023
PROGRAMME AND POLICY COMMITTEE CHARTER
1. P U RP O S E
The Programme and Policy Committee (“ Committee ” or “the PPC” ) is established by
the Board (“ Board ”) of the Gavi Alliance (“ Gavi ”) to assist the Board in fulfilling its
responsibilities in a timely manner in respect to the programmatic and policy
oversight of the Gavi Alliance.
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board
may request.
Words and expressions used in this Charter shall, unless the context requires
otherwise, have the meaning attributed to them in the Gavi Board and Board
Committee Operating Procedures (“Operating Procedures”) .
2. M E M B E RS H I P
The membership, resource s, responsibilities and authorities of the Committee to
perform its role effectively are stipulated in this Charter which may be amended by
the Board as and when required or deemed necessary and are specifically governed
by . Article 18 of the Statutes and Section 18 of the Operating Procedures .
A. Composition and size
The composition of the PPC shall allow it to function efficiently and effectively in
fulfilling its functions and responsibilities. The composition of the PPC is intended to
comprise individuals suitably competent in the affairs and issues falling within the
Charter so as to be able to provide th e Board and the Secretariat with sound advice
on matters set out in this Charter.
The PPC shall comprise not less than three and up to 22 20 persons members
according to the following representational composition:
• Two seats for Unaffiliated B oard Members;
• One seat for a representation of the World Health Organization;
• One seat for a representative of UNICEF;
• One seat for a representative of the World Bank ;
Doc 01e - Annex I

December 202 2 2023
INVESTMENT COMMITTEE CHARTER
1. P U RP O S E
The Investment Committee (“Committee” or “ the I C”) is established by the Board
(“Board”) of the Gavi Alliance (“Gavi”) to support the Board in fulfilling its oversight
responsibilities in a timely manner in respect of the management of Gavi’s investments .
This is done in a manner consistent with Gavi’s operating needs and overall programme
goals, asset preservation and growth within Gavi’s investment portfolio, and p rudent
maximis ation of risk - adjusted returns on investment consistent with objectives stated in
the Investment Policy.
The Committee is to provide assurance to the Board on the effectiveness of
Gavi’s investment portfolio.
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board may
request.
Words and expressions used in this Charter shall, unless the context requires otherwise,
have the meaning attributed to them in the Gavi Board and Board Committee Operating
Procedures (“Operating Procedures”) .
2. M E M B E RS H I P
The membership , resources, responsibilities and authorities of the Committee to perform
its role effectively are stipulated in this Charter, which may be amended by the Board as
and when required or deemed necessary and are specifically governed by Article 18 of
the Statutes and Section 18 of the Operating Procedures.
A. Composition and size
The composition of the I C shall allow it to function efficiently and effectively in fulfilling
its functions and responsibilities . The composition of the IC is intended to comprise
individuals suitably competent in the affairs and issues falling within the Charter so as to
be able to provide the Board and the Secretariat with sound advice on matters set out in
this Charter.

Doc 01e - Annex H