GAVI Alliance Board Meeting, 16 -17 June 2010 FINAL M INUTES


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GAVI Alliance Board M eeting
16 -17 June 2010
Geneva , Switzerland

FINAL MINUTES 1

Finding a quorum of members present 2, the meeting commenced at 9.51 on 16 June
2010. Mary Robinson, Chair of the GAVI Alliance Board , chaired the meeting.

The Cha ir noted that on the ?Day of the African Child? there are achievements to
celebrate , and referred to that day?s media release accompanying the launch of the
GAVI Annual Progress Report . She welcomed the new board members and
alternates who were attending their first Board Meeting, and invited Rajeev
Venkayya, the Governance Committee?s nominee to serve as alternate for the Bill &
Melinda Gates Foundation, to participate at the Chair?s invitation until his formal
appointment was approved . The Chair recognis ed this would be the final meeting for
Gloria Steele and Julian Schweitzer and thanked them for their leadership and
service .

Next t he Chair welcomed Debbie Adams, the shortly to be appointed Head of
Governance and thanked Assistant Secretary Kevin Klock and the Secretariat
governance team for their stewardship. Finally , the Chair advised the Board that
Cyrus S. Poonawalla, Chairman & Managing Director of the Serum Institute of India
was unable to deliver his planned address due to a family bereavement bu t he was
invited to make a presentation at a future meeting.

The Board considered approval of outstanding minutes (Doc #1 in the board pack).

DECISION
The GAVI Alliance Board:
? Approved the minutes of its meetings on :
o 17 -18 November 2009
o 19 March 2010
o 20 April 2010

1 CEO Report
Julian Lob -Levyt, Chief Executive Officer, delivered a presentation on the state of the
GAVI Alliance (Doc #2). He contextualised GAVI?s achievements to date : in the last
10 years, GAVI has accelerated new vaccine introduction in o ver 70 of the poorest
countries, immunised 257 million children, improved vaccination safety, and
prevented 5.4 million future deaths.
1 Binding Resolutions approved by the GAVI Alliance Board are list ed in Attachment A. Decisions within the text
of the minutes are non -binding, ?plain English? actions agreed by the Board. 2 Board member participants are listed in Attachment B.

GAVI Alliance Board Meeting, 30 November ? 1 Dece mber 2010 Doc #02 ? Report of the Gov Cte Chair

FOR DECISION

GAVI Secretariat, 24 November 2010 1
The Governance Committee has met twice since the June 2010 Board Meeting in
Geneva and will convene the evening prior to the Kigali board meeting. This
report summarises the Committee?s activities and recommendations since the
Geneva Board Meeting on 16 -17 June 2010.

The Governance Committee recommends to the Board that it:
? Appoint nominees to their respective positions on the Board and
committees
? Amend the By -Laws to allow for no -objection voting on minutes (a separate
paper outlines this proposal).

Re port of the Governance Committee

CEO Succession

Consultant Retention

1.1 The Board requested that the Governance Committee undertake a
performance review of its search consultant prior to engaging it for the CEO
recruitment. The Committee determined th at the c onsultant was competent,
knowledgeable and that its familiarity and ability to begin work right away
were persuasive factors for awarding the assignment to it. However, the
Committee asked the Secretary to launch a procurement process to diversify
the Committee?s consultancy resources , focusing particularly on ensur ing full
geographic coverage in all future recruitments .

CEO Succession Committee Composition

1.2 The Board appointed four Board M embers (Dagfinn H?ybr?ten , Mary
Robinson, Jaime Sepulv eda, and George W. Wellde, Jr.) to constitute a core
group to perform each step of the process . Seven additional persons (Amie
Batson , Armin Fidler , Paul Fife , Gustavo Gonzalez -Canali , Alan Hinman , Jean
St?phenne , Richard Sezibera) were appointed by the Go vernance Committee
to constitute a reference group that is to be consulted whenever possible.
This satisfies the Board?s desire that the CEO Succession Committee be
representative but also agile and manageable.

Recruitment Update

1. 3 The entire CEO Suc cession Committee met on 15 September to finalise the
terms of reference for the CEO and the work responsibilities of the external
search consultant. Since then, the position has been advertised and
members from each GAVI -affiliated board have suggested p ossible
candidates. The Committee will begin its review of candidate profiles shortly.
The timeline established by the CEO Succession Committee takes the
recruitment process into 2011 and it is anticipated that first interviews will be
held early in the new year.

GAVI Alliance Board Meeting, 30 November ? 1 Dece mber 2010 Doc #02 b ? By -Law Amendment: Minutes

FOR DECISION

GAVI Secretariat , 16 November 2010 1

The Secretariat proposes a new practice for formal approval of meeting minut es to
ensure that reports are officially approved prior to their disclosure on the website.
However, implementing this practice in compliance with the By -Laws can be
inefficient given its constraints and the amount of reports .

The Governance Committee recommends to the Board that it :
? Amend the By -Laws as follows:
o New By -Laws Section 2.7.3.3:
The Board may approve the minutes of its meetings on a no -objection
basis. On such bas is, and subject to further procedures set by the
Board, a motion to approve the minutes shall be deemed approved if
the following conditions are met: (i) draft minutes are circulated to the
Board at least once for review and comment, (ii) a period of no le ss
than 5 calendar days is given for Board Members to provide
comments to the initial draft minutes (?Review Period?), (iii) Notice of a
request to approve the minutes is made after the conclusion of the
Review Period in writing and sent by mail to the las t recorded address
of each Board Member, or by email, (iv) a period of no less than 10
calendar days is given for Board Members to signal an objection in
writing or by email (?Objection Period?), and (v) no objections to the
motion are received by the Chai r, CEO, or Secretary by the conclusion
of the Objection Period.

By -Law Amendment: Approving Meeting Minutes

Introduction

1.1. A small change in the By -Laws will streamline the approvals process, allowing
the Board and the committees to approve the minutes i n good time and allow
GAVI to disclose them in their fully approved form shortly after each meeting.

Old processes

2.1 The old GAVI Alliance approved its ?reports? informally just after each
meeting. The Secretariat drafted the report and circulated it via email to all
board members for comment. Next the Secretariat provided a new version
incorporating edits and explaining those instances where edits were excluded.
It was noted that this was the final version and would be posted to the
website. Offici al approval was not required as the old GAVI Alliance was
unincorporated.

2.2 The GAVI Fund followed a similar pattern except that the Secretary tabled the
minutes for approval at the subsequent meeting. As a private charity in the
United States, it wa s good practice to request its board (or the requisite
committee) to formally pass a resolution that could be recorded in the
following meeting?s record. Since that board only met twice per year, its

GAVI Alliance Board, 30 November ? 1 Decem ber 2010 Doc #04 ? CEO report

FOR INFORMATION

GAVI Secretariat, 24 November 2010 1


CEO r eport to the Board

November 2010
1. Introduction

1.1 I am pleased to provide this report to the Board as interim CEO of the GAVI
Alliance. The fact that the search is well underway for a new CEO, and that Mary will
soon stand down as chair of the Board, means that the Alliance will experience a
transition to new leadership. We are also experiencing a significant transition and
challenges in GAVI?s funding, which has implications for our existing policies and
practices. If we do not have sufficient funds we will not be able to deliver on our
mission, and to build on the achievements and the considerable promise of the first ten
years. In the new more challenging environment for r esources we are seeking funding
more strategically , creatively and widely than ever before and at the same time
developing mechanisms to prioritise further how we allocate funds. Financial
management systems that allow robust and credible financial forecasting and active
risk management play central role s in this.
1.2 It is also the case that much about GAVI remains stable. The Second GAVI
E valuation identifies some clear areas which need attention, but it also reaffirms the
Alliance ?s added value and the effectiveness of our business model ? aggregating
demand, supply and donor funds, country selection of vaccines from a menu, country
applications independently reviewed, and country ownership of programmes through
those applications and through co -fina ncing . We have long term plans in place: the
Board in June approved the strategy for 2011- 2015, and the business plan and budget
which we have been developing with partners to implement the strategy is on the
agenda in Kigali. We also have plans for the shorter term: since the Executive
Committee?s decision in November to launch a new application round, we have a clear
timetable for 2011 and plans underpinning that timetable which I set out below.
1.3 It was very apparent at the Partners? Forum in Hanoi last year, at Board and
resource mobilisation meetings in The Hague and New York , and in my conversations
with many of you, how much support there is for our mission and for our business
model. There is work to do, and decisions to be made at the Board in Kigali for
example on the business plan, health systems strengthening and co-financing , but
these decisions are in the context of agreement on the overall framework . This should
give us all confidence that the Alli ance is in a strong position to meet the challenges it
faces , if we can raise the necessary funds .

GAVI Alliance Board Meeting, 30 November ? 1 December 2010 Doc #9b ? Financial Forecast Update

FOR INFORMATION

GAVI Secretariat, 16 November 2010 1

This document update s the Board on the updated GAVI financial forecast for
2010 -2015. It indicates that in order to fully respond to anticipated country
demand through 2015, additional resources of US $ 3.7 billion would be needed,
beyond the amount of re sources currently assured .

This funding challenge, which stood at US$ 4.3 billion in March 2010 , has
declined to US $ 3.7 billion mainly because of additional contributions committed
since then. Of the US $ 3.7 billion needed through 2015, US$ 1. 7 billio n is needed
through 2013 .

GAVI Financial Forecast Update
Novemb er 2010

1 Executive Summary

1.1 In order to fully respond to anticipated country demand, GAVI would be called
upon to disburse an estimated US$ 7.7 billion between 2010 and 2015 , for
existing and future programmes . Already -assured resources amount to US$ 4
billion , leaving a funding challenge that currently stands at US$ 3.7 billion
through 2015, of which US$ 1.7 billion is needed through 2013.

1.2 Many donors have yet to confirm the am ounts of their contributions to GAVI
for future years and the US$ 3.7 billion funding challenge will decline as their
contribution commitments are confirmed. If direct contributions for 2011 -2015
were maintained at the 2007 -2009 overall average of US$350 million per year,
then a further US$ 1.2 billion would be added to the r esources already
assured. If all of t ho se resources were directed to existing programmes,
continuity of funding for all existing programmes would be ensured through
2015. This would leave a further US$ 2.5 billion to be raised in order to fully
respond to expected demand from future programmes through 2015, while
still maintaining the cash reserve at US$ 1 billion .

1.3 The financial forecast reflects the latest estimates of coun try vacc ine needs
and readiness per the strategic demand forecast ; however the financial
implications of this create no material change to the overall projected vaccine
programme expenditure as estimated in the March 2010 forecast .

1.4 At US$ 3.7 billion, the fundin g challenge is US $ 0.6 billion less than it was in
March. This reduction results mainly from US $ 0. 4 billion of additional
contributions for 2010 -2015 received or confirmed since March 2010.

1.5 The other significant changes to the forecast since March are t he inclusion of
expected proceeds in 2011 -2015 from the latest pledges to IFFIm by
Australia, Norway and the United Kingdom (US $ 0. 5 billion) , and inclusion of
the projected expenditure (US $ 0. 5 billion) through the joint platform for health
systems streng thening , following the June Board decision on HSS resource
allocation. This HSS expenditure estimate supersedes the tentative estimate
of US $ 0. 2 billion per the March forecast and removal of the provision for this

GAVI Alli ance Board Meeting, 30 November ? 1 Decem ber 2 01 0 Doc #06a ? Resource Mobilisation Update

FOR INFORMATION

GAVI Secretariat, 26 November 2010 1
This document updates the GAVI Alliance Board on the implementation of GAVI?s
resource mobilisation strategy, including a review of:
? The step -change needed in funding levels for the 2012 -2013 period in order to
meet the overall funding requirements for 201 1-2015 ? Section 1
? An o utline of the new pledging and replenishment approach ? Section 2
? Outcomes of recent activities including the October 6, 2010 ?Saving Children?s
Lives: A Call for Action and Resources? meeting where the replenishment
process was laun ched ? Section 3
? Plans for a June 2011 pledging conference at which donors will be invited to
make multi -year pledges for the 201 1-2015 period ? Section 4
? Scope of activities that are planned beyond the pledging conference . These
includ e broadening the don or base, increasing and extending contributions,
delivering innovative finance, and securing increased private sector resources
? Section 6
This document is for information.

Resource Mobilisation Update
1. Resource needs 2011 -2015
1.1. A unique opportunity to d eliver on MDG4 and maternal and child
health : For the first time in history, we have the opportunity to deliver
new life -saving vaccines against the world?s biggest childhood killers
while, at the same time, further expand global immunisation coverage.
Ove r the next five years, support from the GAVI Alliance will help
immunise 243 million children in 72 countries, including 230 million with
pentavalent vaccines; 90 million with pneumococcal vaccines; and 53
million with rotavirus vaccines, while simultaneou sly strengthening
routine immunisation at large. Compared to the 256 million children
immunise d over GAVI?s first decade, a forceful acceleration of pace
between 2011 and 2015 will significantly advance the Millennium
Development Goals (MDGs) and MDG4, in particular.
1.2. Overall funding challenge 2011 -2015 : Estimates of country demand
indicate that between 2011 and 2015, the GAVI Alliance expects to
disburse a total of US$ 6. 8 billion to countries to meet their
immunisation plans . Of this amount, US$ 3. 1 billi on is already assured.
Therefore, GAVI?s overall 2011 -2015 funding challenge ? beyond
already assured resources -- is US$ 3.7 billion . Of this amount, US$
1.2 billion could be expected if donors maintain their contributions at
the overall average level for 2007 -2009. A further US$ 2.5 billion (an

GAVI Alliance Board Meeting, 30 November ? 1 Decem ber 2010 Do c #07 ? Repo rt of the Executive Cte Chair

FOR INFORMATION

GAVI Secretariat, 16 November 2010 1
The Executive Committee has met three times since the Geneva board meeting.
This report summarises the Committee?s activit ies and recommendations since the
Geneva board meeting on 16 -17 June 2010 .

Report of the Executive Committee Chair

Financial Updat e and Resource Mobilisation

1.1 At each meeting, the Executive Committee reviews GAVI?s resource needs
through 2015, the steps taken toward replenishment, and external
developments that may affect the donor environment. The Committee is
comfortable that projected inflows are certain but the timing of those inflows
may be less dependable if a donor extends the time horizon of its pledge
payments. Accounting for this, t he Committee requested the Secretariat
share its scenario planning , including pledges ma de and projected.

GAVI Alliance Business Plan 2011 -2015

2.1 In July, the Committee reviewed business planning development and
timelines. In September, it examined several components that required
guidance including the length of budget cycles ; Secretari at and partner
staffing capacity; specificity o f targets , timelines , and deadlines in the plan ;
and ways to ensure partners can engage when they have comparative
advantages while accounting for conflicts as they arise.

2.2 After the Programme & Policy Com mittee and Audit & Finance Committee
reviewed the programmatic and budgetary aspects of the plan , the Executive
Committee considered its recommendation . It did so, along with a couple
small changes to the strategy , subject to the following :

(a) Upon approval by the Board, the Interim CEO and the Executive
Committee Chair will review the twenty -two requested staff positions to
determine which positions are critical and must be filled without delay and
which positions can wait until after the permanent CEO is a ppointed.

(b) The Executive Committee noted that the Programme & Policy Committee
was concerned that further work was needed to improve on the proposed
programme objectives/activities in Strategic Goal 2 and had set up a time -
bound task team to review them . Consequently, changes could result.

2.3 Further , the Executive Committee requested certain governance risks be
monitored and that the Governance Committee develop ethics guidelines to
address the aforementioned multilateral partner conflicts.

Programme Approvals and Financing

3.1 In July, the Executive Committee approved the programmes recommended by
the New Proposals Independent Review Committee (IRC) in October 2009.
Total endorsement of multi -year budget s equalled US $ 1,502,885,499 and

GAVI Allia nce Board Meeting, 30 November - 1 December 2010 Doc #07 a ?GAVI Alliance Business Plan
2011 -2015
FOR DECISION

GAVI Secretariat 16 November 2010 1















GAVI Alliance Business Plan 2011 -2015
1. Background

1.1 In June 2010 the GAVI Alliance Board approved a S trategy for the GAVI
Alliance for 2011 -2015. The Board requested that the Secretariat lead the
development of an integrated Business Plan to support the S trategy. GAVI
Alliance Board members nominated individuals from their constituencies to
join technical sub -groups for each strategic goal. These sub groups were
tasked with developing programme objectives, deliverables and activities.
The deliberations of the technical sub -groups were facilitated by a single
consultant to maximise coherence across the strategic groups and cross -
cutting issues. Sub -group input was completed in July and consolidated by
the Secretariat in August. In mid -Sept ember the Business Plan, including a
detailed budget, was submitted for review to an External Advisory Group.
The Programme and Policy , Audit and Finance and Executive Committees
provided guidance October -November and at its recent meeting on 4
November, the Executive Committee recommended the Business Plan and
budget for approval by the B oard noting that the PPC had set -up a time -
bound task team to review the programme objectives/activities in Strategic
Goal 2 and that this could result in some changes to the Business Plan .

In November 2009, the GAVI Alliance Board began the development of a strategy
for the period 2011 -2015. Following approval of the strategy in June 2010, the
Board requested that the Secretariat lead the development of an integrated
Business Plan to deliver on the strategy . The Business Plan was developed in
consultation with a broad range of stakeholders and partners, and has been
reviewed and endorsed the Programme and Policy Committee, Audit and Finance
Committee and the Exec utive Committee of the Board. As a result of the
consultation process for developing the business plan, minor revisions have b een
proposed to the Strategy. These have also been reviewed and endorsed by the
Executive Committee.

The PPC, AFC and EC have also reviewed the proposed approach for mana ging
performance and risk. In short, t he plan will be reviewed quarterly and revised on
an annual rolling basis which will give the opportunity to ?course correct? for the
year ahead ? and to submit a budget for an additi onal year (e.g. such that a two -
ye ar budget is always in place).

Based on the recommendation from the Executive Committee, the Board is
requested to:

? Approve the changes to the S trategy
? Approve the Business Plan and associated two -year budget (2011 -
2012)