GAVI Alliance Governance Committee Meeting , 19 April 2010 FINAL MINUTES
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GAVI Alliance Governance Committee Meeting
19 April 2010
Teleconference

FINAL Minutes

Finding a quorum of members present 1

, the meeting commenced at 16.07 Geneva
time on 19 April 2010. Mary Robinson chaired the meeting. The Committee
reviewed the m inutes from its meeting on 17 March 201 0 (Doc #1 in the committee
pack).
DECISION
GAVI Alliance Governance Committee:
Approved

the minutes of its meeting on 17 March 2010 contingent
upon amending the language in Decision 3 to clarify that the
recommenda tions should be considered by the Board during its June
2010 meeting.
1 Nominations and Recruitment
Kevin Klock, Corporate Governance Officer and Assistant Secretary, presented
several candidates tabled by constituencies to serve as Alternate Board Members
(Doc #2). He also updated the Committee on the recruitment processes for the
developing country government and unaffiliated board member vacancies.
Discussion followed:

? It was noted that the tabled candidates would further progress in bringing the
Board into gender balance.
? The recruitment subgroup had identified a viable unaffiliated board member
candidate but preferred to cont inue its vetting process and present at least two
candidates for possible nomination in June.
? Mr Klock relayed that Minister Ri chard Sezibera felt strongly that the developing
country constituency should determine the process to name a new candidate. He
therefore provided two options for consideration by his African Ministerial
colleagues : The more expedient option is to select another candidate from the
2009 pool of nominees. The slower but more comprehensive option would be to
reopen the nomination window to accept nomination packages from all interested
ministers.
? The Minister expects to have the consensus opinion from his co lleagues shortly
and plans to report the preferred way forward to the Committee in due course.
? It was affirmed that there is no regulation in the Statutes or By -Laws that a
developing country government representative must rank at least at the vice
1 Attend ees are listed in Attachm ent A

GAVI Alliance Programme and Policy Committee Meeting , 29 March 2010 FINAL MINUTES
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GAVI Alliance Programme and Policy Committee Meeting
29 March 2010
Teleconference

FINAL Minutes

The meeting commenced 1 at 15.07 Geneva time on 29 March 20 10 . The new PPC
Chair, Gustavo Gonzales -Canali is unavailable for the meeting and asked the
outg oing Chair Sissel Hodne Steen to lead the meeting .

1 Presentation of the HSS Paper
In her introductory comments to begin the meeting the Sissel Hodne Steen noted
that th e work being discussed is the result of extensive consultations w ith partners
on the joint platform that dates back to June 2009.
At its November 2009 Meeting the Board asked the PPC to report by April 2010 the
particular points captured in the table on page 6 of the discussion document.
Due to scheduling complications (and after consultation w ith Mary Robinson), the
PPC will be presenting their recommended course of action directly to the Board.
Carole Presern, Managing Director, Special Projects then led the discussion:
? Since the GAVI final document will be issued on 6 April and the Policy an d
Strategy Committee ( PSC ) of The Global Fund to fight AIDS Tuberculosis and
Malaria (GF ATM ) will meet on 15 April the coordination of the two documents
was discussed .
o The two papers followed a common process with consistent themes , and
the GAVI paper in p articular is structured to look like a GFATM paper by
design .
o The significant differences relate to some GAVI -specific issues and the
fact that the GFATM Board will not be in a position to fund the Track 2
Option 2 countries discussed in this paper this ye ar because of their
?rounds? cycle .
o Funding for Track 2 Option 2 countries will depend on IRC/ TRP approval
of programmes .
o On page 14, paragraph s 2.8 and 3.5 contain good descriptions of what the
platform is and is not and should be included in the executiv e summary.
? The role of Civil Society Organisations (CSO?s) in the platform was also
highlighted . CSO engagement is critical to the success of the platform given that
most of the action is being done at country level, and the actors present in
country are all welcome to join the platform.
1 Attendees are listed in Attachment A.

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GAVI Alliance Governance Committee Meeting
17 March 2010
Teleconference

FINAL Minutes

Finding a quorum of members present 1, the meeting commenc ed at 16.07 Geneva
time on 17 March 2010. The meeting was chaired by Mary Robinson. The
Committee reviewed the minutes from its meeting on 16 November 2009. (Doc #1 in
the committee pack).

DECISION
The GAVI Alliance Governance Committee:
Approved the minutes of its meetin g on 16 November 2009.

1
Potential Amendments to GAVI?s Governing Documents
Kevin Klock, Corporate Governance Officer provided an overview of proposed
amendments to the GAVI By-Laws following up to previous Board discussions (Doc
#2). At the November 2009 Board meeting, the Board addressed the role of Chair
and Vice Chair and their participation in disc ussions and voting. A change to the By-
Laws was suggested by the Board, to ensure a Representative Board Member
serving as Chair or Vice Chair of the B oard or Executive Committee was able to do
so in an independent capacity. It was proposed that the function of representing
their constituency?s position would be serv ed by the Alternate Board Member.

Anthony Brown, Associate Legal Counsel joined the teleconference for the
discussion that followed.
? The Governance Committee?s consens us was that this ?good governance
practice? should be instituted on the GAVI Alliance Board.
? The Governance Committee also determi ned that this should be extended to
Board committees. In the event that the Chair of a Committee of the Board
represented a constituency or organisation, the constituency or organisation
should assign another person (the Alternate Board Member - if available -
would be the optimal choice) to represent the constituency.
? It is important to preserve the independ ence of the Unaffiliated Board Member
who also chairs a committee or element of the Board. In this case, it would be
helpful if the person clarified when t hey speak as Chair of the Committee and
when they speak in their role as an Unaffiliated Board Member.
? This By-Law change would preserve the 1/3 unaffiliated, 2/3 affiliated balance
as required in the in the By-Laws. If the Chair is unable to speak
independently, this critical balance would be upset.

1 Attendees are listed in Attachment A.

GAVI Alliance Audit and Finance Committee Meeting, 11 March 2010 FINAL MINUTES
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GAVI Alliance Audit and Finance C ommittee M eeting
11 March 20 10
Geneva, Switzerland & Washington, DC, USA

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 10.00
Washington time on 1 1 March 2010 . The Committee reviewed its ou tstanding
minutes (Doc #1 in the committee pack).

DECISION
The GAVI Alliance Audit and Finance Committee:
Approved the minutes of its meeting on 14 December 2009.

Approved the minutes of the delegation authorised by unanimous
email consent on 31 January 2010 .

Approved the minutes of the Audit and Finance Subcommittee
meeting on 1 February 2010. 2

1 R evised Forecast/GAVI Strategy 2011 -2015
Barry Greene, Managing Director, Finance and Operations and Tony Dutson, Senior
Director, Finance and CAO reviewed GAVI ?s financial forecast (Doc #2) . It was
revised since the November 2009 board meeting to inform the development of the
forward strategy and resource mobilisation effort . In summary, the latest information
point s to a US$ 1.448 billion reduction in GAVI pr ojected expenditures during 2009 -
2015 (representing a 15.6% decrease from the estimate presented to the Board in
November 2009). Discussion ensued :
? During 2010 -2015, GAVI ?s projected net cash outflow is $7.0 billion. Currently,
the Secretariat projects ca sh inflows of pledges in hand to be $2.7 billion and
cash inflows of historical but as of yet unpledged donations to be $1.7 billion. As
a result, to fully fund GAVI ?s ambition during 2010 -2015, GAVI requires $2.6
billion in cash inflow from as yet unident ified sources. Failure to raise full
financing will not jeopardise previously approved programmes but it will impact
GAVI ?s ability to fully contribute to attaining Millennium Development Goal 4. 3
? Forecasted demand, supply, and price are largely responsib le for the change in
projected expenditures. For example, due to the change in the Eligibility Policy,
several coun tries will ?graduate? from GAVI thus lessening potential GAVI
expenditures . In addition, uptake in India, the GAVI -eligible country with th e
greatest number of unimmunised children, is difficult to predict especially with
regard to DTP -Hib -HepB (Pentavalent) vaccine. The number of doses provided
1 Attendees are listed in Attachment A. 2 Magid Al -Gunaid abstained from this decision. 3 ?Reduce by two -thirds, between 1990 and 2015, the under -five mortality rate.?

1


GAVI Alliance Programme and Policy Committee Meeting

17-18 February 2010
Geneva, Switzerland

Final Minutes

The meeting commenced 1 at 09.09 Geneva time on 17 February 2010. The PPC will
continue in its present form until the Governance Committee convenes in March, at which
time the membership, including the Chair, will be reconstituted and a new chair appointed.
The Chair summarised the key issues from the November board meeting and noted those
issues requiring follow up by the PPC.

DECISION
The GAVI Alliance Programme and Policy Committee:
Approved the minutes of its meetings on:
? 2 February 2009
? 17 February 2009
? 15-16 April 2009
? 4 June 2009
? 1-2 October 2009

1 Update from the Secretariat
Nina Schwalbe, Managing Director, Policy and Performance provided a summary of key
activities completed since the prior meeting and priorities and plans for 2010 including the
AMC, Board-level committee meetings, upcoming events and ongoing evaluations.
Discussion followed:
? The difference between the PPC and Secretariat Task teams was discussed. For
Secretariat task teams, the Secretariat defines the membership and the terms of
reference. A PPC task team requires PPC approval of membership and TORs. A
request was made for developing country representation on all task teams.
? Industry raised a question on the impact of the eligibility and graduation on the AMC. It
was noted that a meeting was being planned to discuss this with the AMC donors. A
comment was made that it is becoming more difficult to differentiate the subset of AMC
donors from the broader community of GAVI donors. The Secretariat was asked to
share any AMC materials with all donors rather than just the AMC donors.
? The Secretariat clarified that the approved investment cases for Yellow Fever from 2009-
2010 is US$ 44.8 million, for the Meningiti s stockpile from 2009-2013 is $55.1 million and
for the Meningitis A preventative (2009-2010) is $29.5 million. Any further decisions
regarding potential financing for these two vaccines will be determined as part of the
prioritisation process.
1 Attendees are listed in Attachment A.

GAVI Allianc e Audit and Finance Subcommittee Meeting, 1 Feb ruary 2010 FINAL MINUTES
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GAVI Alliance Audit and Finance Subc ommittee M eeting
1 February 20 10
Geneva, Switzerland & Washington, DC, USA

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 15 .15 Washington
time on 1 February 2010 .

1 AMC Firm Order Comm itment
Tony Dutson, Acting CFIO reviewed the financial implications to GAVI?s cash flow and
balance sheet of implementing the firm order commitment associated with the
Pneumococcal Advance Market Commitment ?s (Doc #1 in the subcommittee pack).
Discussion ensued :
? GAVI will have certain financial commitments that underwrite the supply agreements
though there are a number of potential cash flow scenarios . GAVI is looking to work
with its counterparty to execute the most advantageous scenario. As a result, Mr
Dutson provided an upd ate on GAVI?s financial cash flows based on the presented
funding scenarios.
? The Subcommittee considered GAVI?s responsibilities during the firm order
commitment period including the time horizon to fulfil cash transfer notices.
? The Subc ommittee also discussed GAVI and its counterparties? responsibilities after
the conclusion of the firm order commitment period.

DECISION
W ayne Berson and David Crush on behalf of the GAVI Alliance Audit and Finance
Committee:
Acknowledged they had reviewed the financial implications of the AMC
Firm Order Commitment and were comfortable on that basis to move
forward with it .

There being no further business, the meeting was adjourned.



___________________________________
Mr. Kevin Klock, Assistan t Secretary




1 Attendees are listed in Attachment A.

GAVI Alliance Investm ent Committee Meeting , 1 February 2010 FINAL MINUTES

1

GAVI Alliance Investment Committee Meeting
1 February 20 10
Washington, DC, USA

FINAL MINUTES

Finding a quorum of members present 1, the meeting commenced at 15.32
Washington time on 1 February 2 010. The Committee reviewed the minutes from its
meeting o n 1 7 September 2009 (Doc #1 in the committee pack) .

DECISION
The GAVI Alliance Investment Committee:
Approved the minutes of its meeting on 17 September 2009.

1 Chair?s Report
The Chair reported that the Committee needed to increase its membership ; this will
be addressed by the next board session. He also commented on the portfolio noting
that GAVI?s ability to generate resource s over the next year would have a significant
impact on the construction and size of the investment portfolio.

2 February 2010 Portfolio Review
Jeanne Shen , Senior Director of Investments , reviewed portfolio activity and returns
in more detail as well as cash flow, risks, asset allocation and diversification, and
due diligence efforts (Doc #2). Discussion followed:
? Given the prio rity to preserving principle , the portfolio is constructed
conservatively. There is likely little appetite for substantially more aggressive
asset classes but the investment team should look at incrementally more
aggressive classes to hedge against inflat ion and maximise returns .

? The Committee reviewed the performance of certain investment managers but
did not recommend any changes at this time. The Secretariat should continue
to explore new investment manager and asset class options.

3 Presentation on Asset Allocation and Investment Opportunities
Don Linds ey, Chief Investment Officer for the George Washington University
delivered a presentation for information on asset allocation and external trends
influencing investment opportunities.

There being no further business, the meeting was adjourned.

_____________________ ___ _____ ____
Mr Kevin Klock, Assistant Secretary
1 Participants are listed in Attachment A.

GAVI Alliance Audit and Finance Committee Delegation , 31 January 2010 FINAL MINUTES

1

GAVI Alliance Audit and Finance Committee Delegation
31 January 2010

FINAL Minutes


1 Subcommittee on the AMC Firm Order Commitment

DECISION
In accordance with articles 2.7.3 and 4.8 of the GAVI Alliance By -Laws, and article
3 of the Audit and Finance C ommittee Charter, by electronic consent the GAVI
Alliance Audit and Finance Committee unanimously :
1.1 Delegates to a subcommittee of the Committee Chair and one other
Committee Member the authority to review on behalf of the Committee
the financial implicatio ns of the AMC Firm Order Commitment and to
provide any input it feels is necessary to assist the Executive
Committee in making a funding decision on it. 1



_______________________________
Mr. Kevin Klock, Assistant Secretary
1 Consents are listed in attachment A

GAVI Alliance Evaluation Ad visory Committee Meeting, 19 January 2010 FINAL MINUTES

GAVI Alliance Secretariat, 2 March 2010 1


GAVI Alliance Evaluation Advisory Committee M eeting
19 January 2010
Geneva, Switzerland

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 9.05 Geneva time on 19
January 20 10 .
1 Welcome and Expectations
Julian Lob -Levyt, CEO , thanked the participants noting that although GAVI has performed
evaluations in the past , they were not as deliberately planned. He welcomed this opportunity
to implement , with strong Board oversight and support , a more structured evaluation
framework to examine GAVI?s overall strategy and implementation approaches. He
expressed the belie f that this shall support organisational learning and lead to improved
performance. Discussion followed:

? It is understood that the Evaluation Advisory Committee report s to the Board and its role
is to provide independent, expert input retrospective ly on past evaluation s and
prospective ly on the development of future evaluations as well as on M onitoring and
Evaluation (M /E ) policy and frameworks (Doc #1 in the committee pack) . The
Committee will not involve itself in management tasks best suited for the Secretariat .

? Whil st the Comm ittee will not set policy , it will play a critical role in strategically informing
the deliberations of the Board , including by ensuring that reviews and evaluations
commissioned by the Secretariat are adequately designed, appropriately conducted and
meet accepted standards for quality.

? Some of the key topics the Committee may deliberate on from time to time include:
o Metrics to accurately a nd effectively measure country -level performance of GAVI
programmes
o Partner accountability for delivery
o Evaluation of market impact to ensure sustainable introduction of vaccines (including
assessment of procurement practice and principles)
o Criteria to measure the added value of the Alliance
o The extent to which GAVI remains ?country driven? as opposed to ?top -dow n?
organisation
o Possible steps that can allow countries to engage more meaningfully with GAVI with
regard to monitoring and evaluation
2 Introduc tion and Overview
Nina Schwalbe, Managing Director of Policy and Performance , reviewed the mission, goals,
objectives and new governance structure of the GAVI Alliance . She also gave an overview
of the evaluation framework (Doc #2) Discussion followed:
? Un der the previous system, accountability was complicated by GAVI?s management of
three separate streams of financing (vaccines and health systems support , partner
funding , and separately budgeted administrative spending ). In 2010, GAVI is moving
1 Attendees are listed in Attachment A.