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Board -2022 -Mtg -03 -Doc 01a

Gavi Alliance Board Meeting
7-8 December 202 2
Hilton Geneva Hotel and Conference Centre, Geneva, Switzerland
Quorum: 14
Declarations of Interest
Declarations
Section 5.5 of the Conflicts of Interest Policy for Governance Bodies states ?Members involved
in decision -making processes on behalf of Gavi must take appropriate action to ensure
disclosure of Interests and Conflicts of Interest, and take the necessary a ction in respect
thereof.?
Section 6.2 of the Conflicts of Interest Policy for Governance Bodies further states, ?The duty
to disclose [in 6.1 above] is a continuing obligation. This means that Members are obliged to
disclose any Interests and/or Conflict of Interest, whenever the Member comes to know the
relevant matter.?
The following declarations were made by members of the Board on their most recent annual
statements .
Board members:
Member Organisational Interests Financial/Personal/Advisor Int/
Others













Jos? Manuel Barroso,
Chair
























None












Goldman Sachs International
(Chairman and Non -Executive Director -
Advisor); Princeton University -
Princeton School of Public Policy, LISD,
(Non Resident Fellow); Catholic
University of Portugal (Visiting
Professor); Centre for European
Studies (Director); Graduate Institute of
International and Development Stud ies -
Geneva, (Visiting Professor); The
EUROPEAUM (Board Member); WPL -
Women Political Leaders (Advisory
Board Member); Jean Monnet
Foundation for Europe (Honorary
Committee Member); European Centre
for Culture, (Honorary Co -President);
Portuguese Diaspora Co uncil
(Chairman General Assembly);
Bilderberg Meetings (Steering
Committee Member); Concordia
(Leadership Member Council); World
Leadership Alliance ? Club de Madrid
(Member); Teatro Real Madrid
(International Council member); Royal
Institute of Internat ional Affairs
(Chattam House) (Senior Advisor);

Board -202 2-Mtg -02 1
Minutes

For no -objection consent

Gavi Alliance Board Meeting
22 -23 June 2022
G lobal Health Campus , Geneva, Switzerland


1. Chair?s Report

1.1 Noting that the meeting had been duly convened and f inding a quorum of members
present, the meeting commenced at 09.07 Geneva time on 22 June 2022 .
Prof Jos? Manuel Barroso, Board Chair, chaired the meeting.

1.2 The Chair welcomed new Board members either attending for the first time or in a
new role - Takes hi Akahori , Board Member (Japan /Italy /Spain /New Zealand ),
Minister Robert Lucien Kargougou , Board Member (Burkina Faso, AFRO
Francophone/Lusophone constituency) , Aamer Ikram , Board Member (Pakistan,
EMRO constituency ) and Won Do -yeon , Alternate Board Member (United States
of America/Australia/Korea (Rep. of)) .

1.3 The Chair welcomed Ken neth Lay, IFFIm Board Chair, and other directors of the
IFFIm Board . He also welcomed David Sidwell , in his capacity as a member of the
CEO Recruitment Search Committee , as well as other observers attending from
the Gulf region .

1.4 The Chair presented a short summary of the All Chairs Group (ACG) meeting
held on 17 June 2022 , during which the ACG had discussed the Board agenda ,
and recent discussions of agenda items in the Gavi Board Committees . The ACG
emphasised the importance of fluid communication between the Chairs and Gavi
leadership in preparing the Board. He noted that the ACG had agreed the
importance of Board members taking time to understand their role and Committee
roles within Gavi governance.

1.5 He reflected on some of the important global developments affecting Gavi?s
mission. He noted the Russia -Ukraine crisis and its impact on the risk
environment, including potentially on immunisation programmes in (former) Gavi -
eligible countries due to refugee flows and possible resulting disease outbreaks.

1.6 The Chair also noted that despite the continuing risks around the COVID -19
pandemic, COVAX continues to deliver on the objectives set by the Board, recently
surpassing 1.5 billion doses delivered. He outlined the evolving Gavi 5.1 concept
as an evolution of Gavi 5.0 and as a bridge to Gavi 6.0. Gavi 5.1 is building on th e
lessons from the COVID -19 pandemic and COVAX for a stronger Alliance that is
better able to serve countries , advance the core equity agenda and promote health
security .

1.7 In relation to Gavi?s leadership transition and succession planning, Prof Barroso
noted that an executive search firm had been engaged to support the recruitment

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Board -2022 -Mtg -03 -Doc 01c

Report to the Board
7-8 December 2022

Subject No -Objection Consent Decisions
Agenda item 01 c
Category For Information

Since the June 2022 Board meeting, four decisions have been circulated electronically
for approval by no -objection consent in line with Section 11 of the Board and Board
Committee Operating Procedures.
1) On 26 August 2022 , Board members were invited to consider approv al of the
appoint ment of an Alternate Board Member and Committee Members .

No objections were received prior to the end of 7 Se ptember 2022 and the following
decision was therefore entered into the record:

In accordance with Section 11.3 of the Board and Board Committee Operating
Procedures, on a no -objection basis, the Gavi Alliance Board:

a) Appointed Joshua Tabah as Alternate Board Member representing C anada
on the donor constituency anchored by the United Kingdom in the seat currently
held by Megan Cain of Canada, effective immediately and until 31 December
2024 ;

b) Appointed Joshua Tabah (Alternate Board Member) to the Audit and Finance
Committee, effect ive immediately and until 31 December 2022; and

c) Appointed Roli Singh (Committee Delegate) to the Programme and Policy
Committee, effective immediately and until 31 December 2023.

2) On 7 Se ptember 2022 , Board members were invited to consider approv al of the
appoint ment of a Programme and Policy Committee Member .

No objections were received prior to the end of 20 September 2022 and the
following decision was therefore entered into the record:

In accordance with Section 11.3 of the Board and Board Committee Operating
Procedures, on a no -objection basis, the Gavi Alliance Board:

Appointed Karin Westerberg (Committee Delegate) to the Programme and
Policy Committee, effective immediately and unti l 31 December 2023.

Board -2022 -Mtg -03 -Doc 01d -Annex A 1

Report to the Board
7-8 December 2022

Annex A : Table of new IRC members proposed for appointment

First Name Last Name Current position EN FR Nationality Gender Category
1 Zenaw Adam Technical Director and Chief of Party, JSI
(Ethiopia) X Canadian M NVS, Meas les , Polio, Surveillance
2 Alvaro Alonso Garbayo Independent Consultant X X Spanish M Conflict & fragile settings, pro -equity
programming, HSS
3 Andrew Azman Associate Scientist, Johns Hopkins
Bloomberg School of Public Health X X American M NVS, Cholera/diarrheal disease control,
Typhoid
4 Rochika Chaudhry Independent consultant X American F NVS, Malaria
5 Ogijo Emmanuel Financial controller, Organization of Africa,
Caribbean and Pacific States (OACPS) X Nigerian M Finance & budgeting
6 Emmanuelle Espi? Employee at CEPI X X French F Pro -equity programming, HSS, NVS
7 Eleonora Genovese Independent Consultant X X Italian F Conflict & fragile settings, pro -equity
programming, HSS
8 Eus?be Hounsokou Independent Consultant X X Beninese M Conflict & fragile settings, pro -equity
programming, HSS
9 Yilchini Ishaku Independent Consultant X Nigerian M Cold Chain & Logistics, HSS
10 Philippe Jaillard Leader, Health Systems and Supply chain
strengthening at EpiLinks X X French M Cold Chain & Logistics, HSS
11 Henry Katamba Global Fund National Facilitator at the
Ministry of Health, Uganda X Ugandan M NVS, Malaria
12 Dominique Legros Independent Consultant X X French M NVS, Cholera/diarrheal disease control,
conflict & fragile settings
13 Rose Leke* Emeritus Professor of Immunology and
Parasitology, University of Yaound? X X Cameroonian F NVS, Malaria, HSS
14 Jean -Pierre Matwanga Independent Consultant X X Burundian M Finance & budgeting, audit
15 Abdul -Aziz Mohammed CEO Yobe State Drugs and Medical
Consumables Management Agency X X Nigerian M Cold Chain & Logistics

Doc 01d ? Annex B






December 2022
COVAX AMC ENGAGEMENT GROUP
TERMS OF REFERENCE
1. Purpose
The COVAX Facility Advance Market Commitment (?AMC?) Engagement Group (?the AMC
Group ?) is established by the Board (?Board?) of the Gavi Alliance (?Gavi?) to convene
representatives from implementing countries, donors and other parties engaged in the
financing and operation of the AMC portion of the Facility , with the aim of providing st rategic
guidance and advice to the Office of the COVAX Facility (?the Office?) on the operational
aspects of the COVAX Facility .
The AMC Group i s not deemed to be a committee of the Board in that its primary role is
essentially an advisory function as cont emplated under Article 20 of the Statues. It is
empowered by the Board to undertake the responsibilities outlined in these terms of
reference.
2. Membership
A. Composition and size
Membership of the AMC Group will be open to representatives of implementing countries,
donors and other parties engaged in the financing and operation of the AMC portion of the
Facility.
Additionally, a representative each from UNICEF, WHO, PAHO, the World Bank , Civil So ciety ,
and former members of the COVAX Facility Shareholders Council shall have a permanent
observer seat on the Engagement Group .
All members are treated equally in terms of membership, rights and privileges .
B. Competencies and skills
All members are expected to act in a manner consistent with the Facility?s goals.
The criteria for AMC Group membership shall be consistent with Gavi?s guiding principles on
gender for Board and Board Committee nominations and Gavi?s Conflicts of Interest Policy for
Gover nance Bodies.

JANUARY 2023
MARKET - SENSITIVE DECISIONS COMMITTEE CHARTER
1. P U RP O S E
The Market - Sensitive Decisions Committee (?Committee? or ? the MSDC ?) is
established by the Board (?Board?) of the Gavi Alliance (?Gavi ?) to support the Board
in fulfilling its oversight responsibilities .
The Committee will make decisions which are market and/or commercially sensitive,
subject to powers reserved specifically to the Board in Article 13 of the Statutes.
Words and expressions used in this Charter shall, unless the context requires
otherwise, have the meaning attributed to them in the Gavi Board and 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 Sec tion 18 of the Operating Procedures .
A. Composition and size
The composition of the MSDC shall allow it to function efficiently and effectively in
fulfilling its functions and responsibilities .
The MSDC shall comprise up to 1 4 members (?Members?) according to the following
representational composition and shall be chaired by the Board Chair:
? One seat for the Board Chair;
? One seat for the Board Vice Chair;
? Two seat s for representati ve s of the multilaterals ( World Health Organization ,
UNICEF, World Bank ) ;
? One seat for a representati ve of the Bill & Melinda Gates Foundation;
? Two seats for representatives of implementing country governments;
? Three seats for representatives of donor country governments;
? One seat for a representative of the civil society organisations;
? One seat for the Chair of the Audit and Finance Committee;

Doc 01d - Annex C

DOCUMENT ADMINISTRATION
VERSION
NUMBER APPROVAL PROCESS DATE
1.0
Approved by: Gavi Alliance Board 2 - 3 December 2015VERSION
NUMBER APPROVAL PROCESS DATE
1.0 Prepared by: Internal Audit
Approved by: Gavi Audit and Finance
Committee 11 April 2012
2.0 Review ed and recommended by: Gavi
Audit and Finance Committee 22 April 2013
Approved by: Gavi Alliance Board 11 June 2013
3.0 Revised by: Audit and Investigations
Reviewed and recommended by: Gavi
Audit and Finance Committee 6 November 2015
Approved by: Gavi Alliance Board 2 December 2015
4.0 Revised by: Audit and Investigations
Reviewed and recommended by: Gavi
Audit and Finance Committee 25 April 2019
Approved by: Gavi Alliance Board 26 June 2019
5.0 Revised by: Audit and Investigations
Reviewed and recommended by: Gavi
Audit and Finance Committee 22 June 2020
Approved by: Gavi Alliance Board 24 June 2020
6.0 Revised by: Audit and Investigations
Reviewed and recommended by: Gavi
Audit and Finance Committee 30 November 2022
Approved by: Gavi Alliance Board 7 December 2022 Gavi Alliance
Audit and Investigations:
Terms of Reference
Version 6 .0

Doc 01d - Annex D

Classified as Internal #
Gavi Alliance Board Workplan 2023 Gavi Board Paper Type Jan/Feb Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec Mar/Apr June Nov/Dec
A.Strategy/Performance/Risk/MEL CEO's Report CEO's Report Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion 2021-2025 Strategy Strategy, Programmes and Partnerships: Progress, Risks and ChallengesDiscussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion 2021-2025 Strategy Gavi 5.0Decision
Measurement Framework (Targets & Indicators) Strategy, Programmes and Partnerships: Progress, Risks and ChallengesDecision
Innovation TBDInformationInformation Information
Private Sector Engagement TBDInformationInformationInformationInformation
Civil Society and Community Engagement Approach TBDInformationInformation
Gavi role in Pandemic Preparedness and Response TBDDecision
Partners' Engagement Framework Strategy, Programmes and Partnerships: Progress, Risks and ChallengesDiscussion
Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion Discussion Disease Surveillance and Diagnostics in Gavi 5.0 TBDDecision Discussion Risk and Asurance Report Risk and Assurance ReportDecisionDecisionDecisionDecisionDecisionDecision
2026-2030 Strategy TBDDecision Guidance Decision Discussion Discussion Discussion Discussion Funding Policy Review DecisionGuidanceDecisionMeasurement Framework (Targets & Indicators) TBD Decision Guidance Decision B.Vaccines & Sustainablity Typhoid TBD Information Pneumococcal AMC (Advance Market Commitment) TBD Information Hexavalent Investment Case TBD Decision Decision Malaria Co-financing TBD Decision Decision Vaccine Investment Strategy TBD Decision Decision Decision Decision COVAX - Key Strategic Issues COVAX/COVID-19 Vaccine Programme Decision Information Information Gavi's role in future COVID-19 Vaccine Programme COVAX/COVID-19 Vaccine Programme TBD Decision Information Gavi's role in support to Regional and African manufacturing Gavi's role in support to Regional and African manufacturing TBD Decision C.Policy Transparency and Accountability Policy Decision Decision D.Country Programmes
Nigeria TBD
InformationInformationInformationInformation
PNG TBD
InformationInformation
Strategic Partnership with India Strategic Partnerships with India
Information
Post-Transition Support (e.g. Angola, Timor-Leste) TBD
Information
Fiduciary risk assurance and financial management capacity building Fiduciary risk assurance and financial management capacity building
DecisionInformation
Middle-Income Countries approach TBD Information Information E.Finance/Audit & Investigations Annual Accounts Annual Financial Report Decision Decision Decision Decision Decision Decision Financial ForecastFinancial Update, including forecastDecisionDecisionDecisionDecisionDecisionDecision
Budget Financial Update, including forecastDecisionDecisionDecisionDecisionDecisionDecision
Programme Funding Policy Consent AgendaDecisionDecision
Treasury Governance Policy Consent AgendaDecisionDecision
Treasury Risk Management Policy Consent AgendaDecisionDecision
Independent Auditor Selection and Evaluation Policy Consent AgendaDecisionDecision
Audit & Investigations Report Audit & Investigations Report Information Information Information Information Information Information F.Governance
Board Chair Appointment Consent AgendaDecision Decision
Board Vice Chair Appointment Consent AgendaDecisionDecision DecisionDecision
Committee Chair Appointments Consent AgendaDecisionDecision DecisionDecision
Board and Committee Appointments Consent AgendaDecisionDecision DecisionDecision
IRC Appointments Consent AgendaDecision
CEO Appointment Consent AgendaDecisionDecision
Secretary Appointment Consent AgendaDecision
Treasurer Appointment Consent AgendaDecision
Appointment of MD A&I Consent AgendaDecision
Amendments to Governance Documents (Statutes, By-Laws, Committee Charters) Consent AgendaDecision
IRC Terms of Reference Consent AgendaDecision
Audit & Investigations Terms of Reference Consent Agenda Decision G.Reporting Committee Chair Reports Committee Chair and IFFIm Board reports Information Information Information Information Information Information Information Information Information Information Information IFFIm Chair Reports Committee Chair and IFFIm Board reports Information Information Information Information Information Information Information Information Information Information Information Replenishment/Resource Mobilisaton TBD Discussion Discussion Discussion HR Report Closed Session Information Information Information Information Information Information Information Information Information Information Information Annual Report on Implementation of the Gender Policy Annex to Strategy paper Information Information Information Information Information Information CEPI Progress Report Annex to Board pack/On BE as additional materials Information Information Information Information Information Information Information Information Information Information Information Board and Committee minutes Annex to Board pack/On BE as additional materials Information Information Information Information Information Information Information Information Information Information Information H. Technical Briefing Sessions
Vaccine Investment Strategy Discussion Discussion Health Systems & Immunisation StrengtheningEvaluation Discussion Discussion Discussion Discussion Discussion
20262027 Last updated - 23 November 2022
Next Board Meetings: 30-31 March 2023, Retreat
28-29 June 2023
6-7 December 2023
20242025

Welcome to Gavi’s 2021 Annual Progress Report, the first of the 2021–2025 strategic period.