1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 07
16 -17 November 2011
Subject

Proposed retirement of t he GAVI Fund Affiliate from
the IFFIm s tructure
Report of: Debbie Adams, MD, Law and Governance
Authored by: Anthony Brown , Senior Legal Counsel
Agenda item : 07
Category: For Guidance/Discussion
Strategic goal : Alliance operations

Section A: Overview

1. Purpose of the repor t

1.1 The purpose of this report is to update the B oard on the analysis undertaken to
review the ro le of GFA in the IFFIm structure (when referring to the IFFIm
structure, we use ? IFFIm ?, when referring specifically to the UK charity, we will
use the ? IFFIm Company ?).

1.2 The report summarises the original rationale for the GAVI Fund Affiliate?s
(?GFA ?) inclusion in IFFIm and why those reasons are no longer relevant and
outlines GFA?s current role and proposes how a revised structure without GFA
could work.

2. Recommendations

2.1 As this paper is being presented for discussion only, there are no
recommendations at this t ime.

3. Ex ecutive summary

3.1 IFFIm was conceived in 2004 as a mechanism to increase funding for GAVI
Alliance programmes (?GAVI ?). At the outset of establishing the mechanism, it
was understood that a char ity would need to be created to issue bonds on the
international capital markets. The final mechanism that was established in
2006, for reasons set out below, required the establishment of two additional
charities : the IFFIm Company to issue bonds and the GFA to enter into grant
agreem ents with sovereign donors .

3.2 At the end of 2010, GFA , GAVI and the IFFIm Company began a review of
GFA?s historical and ongoing role within IFFI m to analyse the legal ,
governance , accounting and tax implications of amend ing the IFFIm

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Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 09
16 -17 November 2011
Subject: Update on GAVI Campaign and private sector outreach
Report of: David Ferreira, MD, Innovative Finance
Authored by: Paolo Sison, Anthony Brown, Lori Smedley, Kim Hartmann
Agenda item: 09
Category: For Guidance/Discussion
Strategic goal: SG3 - Financing: global predictability/nat'l sustainability

Section A: Overview

1. Purpose of the report

1.1 The purpose of this report is to inform the Board on key developments
between the GAVI Campaign (the ? Campaign ?) and the GAVI Alliance
(?GAVI ?) and the ongoing work between the two to unify priorities and identify
synergies that will help them engage more effectively with the private sector.
The paper will also briefly touch on development s in private sect or outreach
since the 7 -8 July Board meeting and the outlook for 2012.

2. Recommendations

2.1 As there are no decisions, this paper has no recommendations.

3. Executive summary

3.1 The Campaign serves as a US ?friends of? 1 charity to GAVI, al lowing donors to
GAVI programmes to receive US tax deductions on their donations. Earlier
this year, the Chairs of GAVI and the Campaign agreed to jointly commission a
review of the Campaign consistent with the agreement made at the time of the
transition of the two en tities (see section 4.4 for more information on the
cooperation between the two entities).

3.2 The review reached two main conclusions 2:

1 ?Friends of? organisations are charitable organisations that do not conduct charitable activities of their
own but are set up to solicit contributions from US donors for the purpos e of granting those funds to
support qualified charitable activities of a foreign charity . 2 The reviewer?s report will be made available to Board members on request. Requests should be
directed to the GAVI CEO.

Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 12 1
16 -17 November 2011
Subject: Vaccine supply and procurement strategy for the
period 2011 -2015
Report of: Nina Schwalbe, MD, Policy and Performance
Authored by: Aurelia Nguyen and Eliane Furrer, Policy and Performance
Agenda item: 12
Category: For Decision
Strategic goal: SG4 - Shape vaccine markets


Section A: Overview

1. Purpose of the report

1.1 The pu rpose of this paper is to seek approval by the GAVI Alliance Board of
GAVI?s new Vaccine Supply and Procurement Strategy. The strategy focuses
on the period defined by GAVI?s five -year strategic plan (2011 -2015), although
the recommendations do consider and impact the period beyond.

1.2 The strategy does not address vaccine -related supplies (e.g. autodisable
syringes, safety boxes), the selection of GAVI?s procurement partners 1 or
downstream (in -country) supply -chain and efficiency. 2

2. Recommendations

2.1 The Programme and Policy Committee (PPC) recommends that the GAVI
Alliance Board approve the proposed revised Vaccine Supply and
Procurement Strategy for the period 2011 -2015 as presented in detail in
Annex 2.

3. Executive summary

3.1 GAVI?s Vaccine Supply and Procurement Strategy aims to support the
achievement of GAVI?s mission to save children?s lives and protect people?s
health by ensuring adequate and secure supply of quality vaccines to meet
demand, minimising the costs of vaccine s to GAVI and countries and fostering
development of appropriate and innovative vaccines . This requires timely,
transparent and accurate market information.

1 GAVI has a series of Memoranda of Understanding (MOUs) with the procurement partners, which run
through to the end of 2012 for some vaccines and beyond for pneumococcal vaccines.
2 In-country supply chain and delivery issues are addressed through other areas of the work of the GAVI
Secretariat and of the GAVI Alliance.

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Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 13
16 -17 November 2011
Subject: Performance Based Funding
Report of: Nina Schwalbe
Authored by: Peter Hansen, Par Eriksson, Laura Stormont
Agenda item: 13
Category: For Decision
Strategic goal: SG2 - Health systems to deliver immunisation

Section A: Overview

1. Purpose of the report

1.1 The GAVI Alliance Board is requested to approve the recommendations of the
Programme and Policy Committee (PPC) , as described below .

2. Recommendations

2.1 At its meeting in September, t he PPC recommend ed that the GAVI Alliance
Board:

(a) Decide not to proceed with IRIS as a stand alone window of support;

(b) Request the Secretariat to roll out the Health Systems Funding Platform
in accordance with the design summarised in Annex 1 of the report to the
Board on performance based funding (Doc 12) starting in 2012 for
countries to use as their existing GAVI cash support elapses.

3. Executive summary

3.1 Taking into consideration the Board discussion from July 2011 , the PPC has
endorsed a n approach to link GAVI?s cash support to immunisation outcomes.
These recommendations are described in Annex 1. 1

3.2 In summary, G AVI?s cash support will be split into two different types of
payments: fixed and performance. For the first year, participating countries will
receive all funds from GAVI on a fixed basis, as an upfront investment in their
national health strategy. After the first year, the fixed and performance
payments will be provided annually as long as the necessary conditions ha ve
been met. In order to ensure that countries with lower immunisation coverage
1 The task team report and detailed draft guidelines as presented to the PPC are available from the
Secretariat upon request.

1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 14
16 -17 November 2011
Subject : GAVI business plan 2012
Report of: Helen Evans, Deputy CEO
Authored by: Adrien de Chaisemartin, Nina Schwalbe
Agenda item : 14
Category: For Information
Strategic goal : Affects all strategic goals

Section A: Overview

1. Purpose of the report

1.1 This document outlines enhancements in the business plan underly ing the
budget request for 2012.

2. Recommendations

2.1 The paper provides the programmatic framework for the budget submitted to
the Board for approval (See pape r 15 ).

3. Executive summary

3.1 The current submission is consistent with the 2011 -2012 business plan
submitted to the Board for review in November 2010. Although the
programme objectives have remained consistent, there is howeve r an
increased emphasis in the areas outlined below .1 This is largely due to the
success of the Pledging Conference and significant upscaling of activities
including the doubling of funds under management and significant increase in
new vac cine introductions.

(a) Strengthening capacity to deliver : GAVI needs to move from a one -size
fits all to a more customiz ed approach for the countries it supports. For this
reason, WHO has requested additional fundin g to help countries introduce
new vaccines and develop their national health plan s as part of the Health
System s Funding Platform. The Secretariat will increase the number of
Country Responsible Officers (CROs) to strengthen the stewardship o f
GAVI Alliance investments in -country, to better respond to individual
country needs, to facilitate in-country coordination of Alliance partners and
to conduct real -time monitoring and feedback to countries. Providing a
customized approach will also require involvement of additional partners
1 The budgetary implications of these four priorities are provided in Annex 1

1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 15
16 -17 November 2011
Subject : 2012 Business Plan B udget
Report of: Barry Greene, MD, Finance and Operations
Authored by: Barry Greene, Tony Dutson and Ulf Herzer
Agenda item : 15
Category: For Decision
Strategic goal : Alliance operations

Section A: Overview

1. Purpose of the repor t

1.1 This paper presents the Budget for implementation of the GAVI Business Plan
in 2012 .

1.2 A two -year Business Plan b udget was approved by the Board in November
2010, with the second year (2012) approved in principle at the same amount
as for 2011, pending the development of a detailed budget for 2012.

1.3 The Business Plan has now been updated for activities to be undertaken in
2012, in consultation with Partners. The high level changes proposed in the
2012 Business Plan were presented to the Programme and Policy Committee
(PPC) in September 2011 and are outlined in the GAVI Business Plan 2012
paper (document 03a) . The Audit and Finance Committee consider ed this
budget in its meetings on 28 October and 3 November , in the light of input
from the PPC.


2. Recommendations

2.1 The Audit and Finance Committee recommend s to the Board that it approve s
the 2012 Business P lan B udget in the amount of US$ 160.5 million and the
constituent capital expenditure budget of US$ 4.3 million .


3. Executive summary

3.1 Following the success in mobilising resources for immunisation, GAVI is
embarking on a step -change in programme activity in response to country
demand. Annual programmatic expenditure is expected to be more than
double the 2010 level by 2012, growing from US$ 0.6 billion in 2010 to US$

1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 16a
16 -17 November 2011
Subject : Nominations from the Governance Committee
Report of: Debbie Adams, MD, Law and Governance
Authored by: Kevin A. Klock, Head of Governance & Assistant Secretary
Agenda item : 16a
Category: For Decision
Strategic goal : Alliance operations

Section A: Overview

1. Purpose of the repor t

1.1 This report informs the Board of various constituencies? recommendations for
Board and committee membership as of 9 November 2011.

1.2 It is possible that additional recommendations could be tabled between 9
November and the Governance Committee meeting on 15 November .


2. Recommendations

2.1 On 5 October 2011, the Governance Committee recommended to the Board
that it appoint:

(a) Angela Santoni as Board Member representing donor governments Italy
and Spain (in the seat currently held by Jos? Luis Solano) effective 1
January 2012 and until 31 December 2013.

(b) Jos? Luis Solano as Alternate Board Member to Angela Santoni
representing donor governm ents Spain and Italy (in the seat currently
held by Leone Gianturco ) effective 1 January 2012 and until 31
December 2013.

2.2 On 15 November, the Governance Committee will consider the
recommendation of the following persons for (re)appointment:

(a) Simon Bland as Board Member representing donor governments
Ireland, Norway, and United Kingdom (in the seat currently held by Paul
Fife ) effective 1 January 2012 and until 31 December 2013.

1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 16a
16 -17 November 2011
Subject : Nominations from the Governance Committee
Report of: Debbie Adams, MD, Law and Governance
Authored by: Kevin A. Klock, Head of Governance & Assistant Secretary
Agenda item : 16a - annex
Category: For Decision
Strategic goal : Alliance operations


NOMINATIONS RECEIVED SINCE 9 NOVEMBER

1.1 In reference to 2.4 (e) of the Nominations from the Governance Committee
document , Anne Schuchat has chosen to with draw from consideration as PPC
Chair.

1.2 Amie Batson was put forward by the donors to continue as their representative
on the Executive Committee for 2012.

1


Report to the
Governance Committee

Board -2011 -Mtg -3-Doc 16b
Subject : Committee leadership structure
Report of: Debbie Adams, MD, Law and Governance
Authored by: Kevin A. Klock, Head of Governance & Asst Secretary
Agenda item : 16 b
Category: For Decision
Strategic goal : Alliance operations


Section A: Overview

1. Purpose of the repor t

1.1 In July, the Governance Committee recommended an alternative to the
current governance arrangements regarding leadership of the Executive
and Governance Committees. The proposal was based on the
understanding that the Executive Committee is responsible for making
critical and time sensitive decisions in between Board meetings and its
mandate to make recommendations to the Board on GAVI?s strategy. It
is therefore appropriate that it be led by the Chair of the Board.

2. Recommendations

2.1 On 6 July 2011, t he Governance Committee recommended to the Board
that it amend the Statutes as follows :

(a) Remove the following sentence from the first paragraph of
Article 12:

The Vice Chair shall act as the Chair of the Executive Committee.

2.2 Further, the Governance Committee recommended to the Board that it
amend the By -Laws as follows:

(a) Amend Article 2.6.3 in its entirety to read as follows:

The Chair shall preside at all meetings of the Board and shall act as
Chair of and preside at meetings of the Executive Committee.
Further, the Chair shall perform such other duties as may be
assigned by the Board.

Report to the
GAVI Alliance Board
16 -17 November 2011

1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 16c
16 -17 November 2011
Subject : Ethics and Conflict of Interest Policies
Report of: Debbie Adams, MD, Law and Governance
Authored by: Eelco Szab?, Director of Legal
Agenda item : 16c
Category: For Information
Strategic goal : Alliance operations


Section A: Overview

1. Purpose of the repor t

1.1 Pending discussion by the Governance Committee at its meeting on 15
November 2011, attached is the report submitted to the Governance
Committee with the current drafts of an Ethics Policy which provides the
overarching framework for dealing with Conflict s of Interest (and other related
policies) and an updated Conflict of I nterest polic y for the GAVI Alliance.


2. Recommendations

2.1 The Governance Committee wi ll discuss the draft Ethics and updated Conflict
of Interest P olicies attached to the Committee paper during its meeting on 15
November 2011 . If the Governance Committee considers that their comments
on the proposed policies are adequately addressed in the drafts attached to
the Committee report it may recommend the policies to the Board for approval
in its current form or with some amendments. This report is aimed at ensuring
that the Board has the opportunity to review the draft policies in preparation of
the Board meeting at which the Ethics and Conflict of Interest policies may be
discussed.

2.2 Note that the Governance Committee report references annexes 1 b and 4 b.
These are blacklined versions of the policies that have not been included here.
However, they are available upon request.


3. Context

3.1 The current GAVI Alliance Conflict of Interest Policy was approved by the
GAVI Board on 3 June 2009 and following requests for clarity, it is appropriate
to revise and upda te the Conflict of Interest Policy.

1


Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 16e
16 -17 November 2011
Subject : GAVI Alliance Currency Hedging Policy
Report of: Barry Greene, MD, Finance and Operations
Authored by: Barry Greene and Fabrice Dutin
Agenda item : 16e
Category: For Decision
Strategic goal : Alliance operations

Section A: Overview

1. Purpose of the repor t

1.1 This paper presents the proposed GAVI policy on currency hedging; no such
policy currently exists.


2. Recommendations

2.1 On 28 October 2011, th e Audit and Finance Committee recommended to the
Board that it approve the Currency Hedging Policy .


3. Executive summary

3.1 GAVI receives contributions and other inflows in a variety of currencies , while
its outflows ? for programme and business plan expenditures ? ar e incurred
mainly in US dollars, with minor componen ts in euros and Swiss francs.
3.2 Arising from these transactions, at any given time GAVI may have future cash
flows denominated in various currencies that will be converted to their value in
another currency at the time of receipt or disbursement, to meet business
needs. B ecause of foreign exchange rate fluctuations , that value is subject to
change over time and this creates the risk of potential reductions in value to
GAVI .
3.3 Currency he dging instruments can reduce that risk (usual ly for up to two years
forward) and, by reducing volatility, enhance the reliability of financial forecasts
used to inform decision making. The proposed policy specifies paramaters for
currency hedging through which GAVI can manage the risk.
3.4 GAVI cannot totally eliminate the risk because its contractually agreed or
expected cash flows extend beyond the two year period over which currency

Report to the
GAVI Alliance Board

Board -2011 -Mtg -3-Doc 16f
16 -17 November 2011
Subject : Appointment of the external auditor
Report of: Barry Greene, MD, Finance and Operations
Authored by: Tony Dutson, Senior Director, Finance and Chief
Accounting Officer
Agenda item : 16f
Category: For Decision
Strategic goal : Alliance operations

Section A: Overview

1. Purpose of the repor t

1.1 Appointment of GAVI?s current external auditor , KPMG, for the provision of audit
and tax services for the financial year 2011 (to be performed in 2011 and 2012).

2. Recommendations
2.1 On 28 October 2011, the Audit and Finance Committee (?AFC?) recommended
to the Board that it:

(a) Appoint KPMG SA/AG as the independent auditor of the GAVI Alliance for
2011
(b) Appoint KPMG SA/AG to provide Swiss tax services for the GAVI Alliance
for 2011
(c) Appoint KPMG LLP to provide United States tax services for the GAVI
Alliance for 2011

3. Executive summary

3.1 The Board has sole responsibility to appoint the external auditor. It has
chosen to retain KPMG in the past in order to engage the same auditor as the
World Bank, and thus facilitate the most efficient and cost effective audit of the
consolidated financial statements and the affil iated entities of IFFIm and GFA .
The AFC reviewed the KPMG engagement le tters during its meeting on 28
October prior to making its recommendation. The relevant AFC paper is
available upon request.

4. Next steps

4.1 The Board is requested to consider and, if thought fit, appoint KPMG as
external auditor and tax advisor. Subsequently, the Chair of the AFC will
execute the engagement letters .