GAVI Alliance Governance Committee teleconference , 15 April 2009 FINAL MINUTES

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GAVI Alliance Governance Committee teleconference
15 April 2009

FINAL Minutes

Finding a quorum of members present
1, the meeting commenced at 14.36 Geneva time on 15 April
2009 .
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1 Governance Committee Work Plan

Mary Robinson, Chair of the Meeting, summar ised the Governance Committee?s 2009 to-do list
(Doc #8 in the committee pack). Items included a board member recruitment process and
nominations plan, board member roles and responsibilities document, board travel policy, budget
variance policy, a code of ethics, confidentiality policy, and a board operations manual. Discussion
followed:
? A board operations manual could be particularly helpful to existing and future board
members.
? Donor country, developing country, research institute, and unaffiliated boar d members will
be stepping off the Board during 2009.
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? In every case, the Committee expects that each nominations process will incorporate the
spirit and tenets of the Gender Policy.
Eligible constituencies are expected to develop their
own nominations processes under Governance Committee oversight. A process for
nominating unaffiliated board members will be presented to the Committee at its 1 June
meeting and to the Board during its 2- 3 June meeting.
? The Committee found the to- do list to be satisfactory and will use it to craft its remaining
2009 agenda.

2 Organisation and Programme Evaluation Oversight
Lisa Jacobs, Head of Governance, introduced the main themes (Doc #1). The Board chose to
maintain oversight of evaluation but now needs to determine how this would be actively directed.
She presented three options: 1) the Executive Committee; 2) a Board sub- Committee; or 3) an
independent evaluation committee of non- board members reporting directly to the Board.
Discussion followed:
? The committee advising the Board will be responsible for ensuring that the independent
evaluators are following due process.
? Committee members felt a hybrid group of board members and independent evaluation
experts would be ideal (combination of options 2 and 3) . Serving board members would
understand the governance structure and know how the group?s work should be relayed to
the Board. In addition, independent evaluation experts would provide both the subject area
expertise needed to develop a meaningful assessment as well as bring a sense of autonomy.
It was suggested a majority of independent persons would strengthen the sense of integrity.
1 P articipants are listed in Attachment A. 2 As no Committee Chair had been appointed, the Board Chair served as Chair of the Meeting. 3 Terms are list ed in the 29-30 October 2008 board minutes. Current Board members and their terms can be
found here:
http://www.gavialliance.org/about/governance/boards/members/index.php

GAVI Alliance Audit and Finance Committee teleconference ? 23 March 2009 FINAL MINUTES

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GAVI Alliance Audit and Finance Committee teleconference
23 March 2009

FINAL Minutes

Finding a quorum of members present
1
1 Pneumococcal Advanced Market Commitment
, the meeting commenced at 10.00 Washington time on 23
March 2009. The Committee selected Wayne Berson to be chair of the meeting.
Tania Cernuschi, AMC Manager and Tim Nielander, General Counsel updated the Committee on the
Pneumococcal Advanced Market Commitment (?AMC?) (Doc #1 in the committee pack). They
confirmed that entering into the AMC agreements sets the parameters for the deal but does not
constitute a funding decision. Further, they noted the procurement services fee for UNICEF was in
line with previous fees.
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? Approval of AMC-related financial commitments would follow normal IRC/Board
programme approval processes. Finally, Teresa Taube, Director of Financial Reporting reviewed the AMC
Accounting Policy. Discussion followed:
? The Secretariat is allocating headcount for a position devoted to refining the AMC financial
model. (For example, the staff member will evaluate and adjust inflation rate assumptions as
the programme progresses.) The Committee requested updates on the model and underlying
assumptions from time to time.
? After review of the AMC Accounting Policy, the Committee acknowledged the Secretariat?s
intention to implement it.

RECOMMENDATION
The GAVI Alliance Audit and Finance Committee :
1.1 Recommended
1.2
to the Executive Committee that it authorise the CEO on behalf of
the GAVI Alliance to enter into the relevant AMC transaction documents upon the
advice of legal counsel.
Recommended

to the Executive Committee that it approve a supplemental
programme expenditure of US$ 6,000,000 to UNICEF for procurement services.
2 Policies
Kevin Klock, Corporate Governance Officer, reviewed the draft whistleblower, document retention,
and delegation of authority policies (together the ?board policies?) (Doc #2). The purpose of the
whistleblower policy is to provide a way for board member and employee concerns to be raised
without fear of retribution. The document retention policy would outline the rules for preserving
important GAVI documents. A delegation of authority policy would help to define certain
delegations to the officers and other authorised signatories. Having these documents in place is
considered best practice in many jurisdictions. Mr. Klock also tabled the Procurement Policy
enacted by the Board in March 2008 for further consideration (Doc #2). Finally, the Secretariat
tabled a suite of management accounting policies for review (Doc #3). Discussion followed:
1 Participants are listed in Attachment A. 2 Doc #1 erroneou sly listed the US$ 6 million fee as the total fee requested by UNICEF. Instead, this fee
represents a supplemental fee in addition to $3.2 million already approved and expended.

GAVI Alliance Investment Committee teleconference ? 23 February 2009 FINAL MINUTES

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GAVI Alliance Investment Committee teleconference
23 February 2009

FINAL Minutes

Finding a quorum of members present
1, the meeting commenced at 9.07 Washington time on 23
February 2009 .
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1 Remarks by the Chair of the Meeting

George W. Wellde, Jr., Chair of the Meeting reviewed the mandate of the Investment Committee
(?Committee?), stressing the need for appropriate oversight of the investment portfolio given the
external financial environment and GAVI needs. He also reviewed the GAVI Fund version of the
Investment Committee Conflict of Interest Policy (Doc #1 in the committee pack) noting a GAVI
Alliance policy would be crafted alongside a global policy. Discussion followed:
? As the economy worsens , more pressure will fall on donor governments to consider reducing
or stretching out their support to GAVI. This uncertainty may impact how the investment
portfolio is organised . Yoka Brandt confirmed that budget for development is tied to Gross
National Product, which has suffered under current global market conditions.
? The Board will lean heavily on the Investment Committee for oversight and guidance. As
such, it would be worthwhile for the Committee to consider face- to-face meetings.
? Committee member comments on a committee conflict of interest policy should be sent to
the Secretariat in due course.

2 Investment performance update
Alice P. Albright, EVP and Alliance CFIO delivered a report on the performance of GAVI?s
investment portfolio (Doc #2). In particular, she reviewed returns, asset allocation, risk, sector
performance, manager performance, diversification, benchmarks, and credit quality. She noted the
portfolio remained at the GAVI Fund and would transfer to the GAVI Alliance as the super grant
between the GAVI Alliance and the GAVI Fund was executed. Ultimately, the goal is a streamlined
portfolio with clear direction and horizons. Discussion followed.

3 Audit matters
Jeanne Shen, Senior Director of Investments provided an interim audit update (Doc #2). The
Secretariat has drafted FAS 157 policies and procedures and had reviewed investment managers? own
FAS 157 policies. Further, the Secretariat formed a FAS 157 evaluation committee to review
holdings at the end of each quarter. Finally, Ms. Shen presented a due diligence overview of the
investment managers. There was no discussion.

4 Investment and c ash investment policy r ecommendations
Ms. Albright presented a draft Investment Policy and Cash Investment Policy. The purpose of the
Investment Policy is to assist the Board, Committee, and Secretariat in effectively supervising,
1 P articipants are listed in Attachment A. 2 A 9 December 2008 email from Mary Robinson, Board Chair, nominated George W. Wellde, Jr. to be Chair of
the Investment Committee. As such, Mr. Wellde served as Chair of the Meeting.

Programme and Policy Committee Teleconference 17 February 2009 Meeting Report

Attendees:
PPC members
Sissel Hodne Steen (chair)
George Bickerstaff, Okwo Bele, Suresh Jadhav, Steve Landry, Susan McKinney, Olga Popova, Aldo
Tagliabue, Majid Al-Junaid, John Clemens, Ahmed Magan

Secretariat
Alice Albright, Hostencia Esua, Ulf Herzer, Ma rc Hofstetter, Lisa Jacobs, Pooja Mall, Nina
Schwalbe

Regrets
Rama Lakshminarayanan, Joan Awunyo-Akaba, Ashutosh Garg

Background
Following the Programme / Policy Committee (PPC ) meeting on 2 February, the Secretariat
compiled additional documentation to aid the PPC to make a decision about the 26 outstanding
activities to be carried out by WHO and UNIC EF within the framework of the GAVI Alliance
Work Plan 2009-2010.

Discussion
? The PPC members commended the Secretariat and Partners on the excellent quality of the
documents and preparatory work.
? The PPC members stressed the importance of finding appropriate ways to enhance GAVI?s
ability to monitor progress for work plan acti vities. Suggestions included more concrete
milestones, quarterly reporting, and specificity around activity descriptions.
? The PPC members reiterated the need to develop principles by which decisions could be made in
future.

Action items
? The Secretariat will clarify questions related to the WHO work plan activity on vaccine
prequalification.

Decisions
a) Based on additional information provided by WHO, UNICEF and the Secretariat, the PPC
recognised that the outstanding 26 activities are critical to immunisation; furthermore the PPC
considered that stopping funding for these specific activities would potentially be disruptive and
have a negative impact on the successful impl ementation of the 2007-2010 Alliance Strategy.
Therefore for 2009 and 2010, these activities should be funded by GAVI so as not to create a risk
that critical functions are not funded.
Specifically,
? Funding for 2009 activities USD 10,585,510 (of which USD 8,311,760 for WHO and USD
2,273,750 for UNICEF) should be tran sferred to WHO/UNICEF immediately.

Programme and Policy Committee Meeting 2 February 2009
Meeting Report

Attendance:
PPC members
Sissel Hodne Steen (chair)
George Bickerstaff, Okwo Bele, Ashutosh Garg , Suresh Jadhav, Rama Lakshminarayanan, Steve
Landry, Susan McKinney, Olga Popova, Aldo Tagliabue

Nonvoting expert participant
David Salisbury

Secretariat
Nina Schwalbe, Lisa Jacobs, Hostencia Esua (other attendees noted in agenda)

Regrets
Majid Al-Junaid, Joan Awunyo-A kaba, John Clemens, Ahmed Megan

Working procedures


Sissel Hodne Steen led a discussion on the role of and working procedures for the committee.
? The PPC Charter forms the basis for PPC?s work. The PPC is a standing\
committee of the Board
and therefore an instrument for the Board and reports to the Board. Only in few occasions will it
report to the EC (when policy issues of urgency or at the specific request of the EC/Board).
? A question about the role of PPC in programme ov ersight was raised and PPC?s relationship to
the IRC.
? The PPC also raised concerns about strengthening the accountability and oversight of the IRC.
This should be explored with the Governance Committee.
? PPC members agreed to play an active role between meetings, including leading task teams
preparing for the Board meetings.
? The question about the need for a vice-chair was raised, but this was deferred until the committee
had more clarity about the work load.
? The committee aims to work by consensus, but when there is dissention the minority opinions
will be recorded and reported to the Board.
? The committee will meet face to face 4 times per year with 2 day meetings and by telecon in
between only as necessary.
? PPC will consider asking the Chair of the IRC to participate in its meeting when required.
? The agenda will be set by the PPC chair in c onsultation with the GAVI Secretariat, based on
directions from the Board, the PPC members, and other partners and stakeholders.
? The Secretariat should aim to have meeting materials distributed 2 weeks in advance of the
meetings, and in hard copy if requested by committee members. Hard copies of presentations
should be made available at the meeting and in electronic format afterwards.
? The Secretariat should insure that papers or guid ance sought to the PPC clearly articulate decision
points to be taken by the PPC and a recommend ation from the Secretariat where appropriate.