Gov -201 9-Mtg -02 1




G avi Alliance Governance Committee Meeting
26 March 2019
Fairmont Ch ?teau Laurier, Ottawa, Canada


1. Chair?s report

1.1 Finding a quorum of members present, t he meeting commenced at 14.25 Ottawa
time on 26 March 2019 . Mr Bill Roedy, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 12 February 2019 (Doc 01b)
which had been approved by no -objection on 15 March 2019 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

-----

2. Appeals Tribunal

2.1 Eelco Szabo, Director, Legal, presented this item (Doc 02), recalling that Gavi?s
current dispute resolution mechanism dates back to 2009 and that in 2016 when
the Governance Committee and Board had considered appointments of judges to
the tribunal it had been noted that some modifications to the tribunal would be
considered in due course.

2.2 Mr Szabo presented information in relation to proposed amendments to the
structure of the Appeals Tribunal as well as to its Statute and Rules of Procedure.

Discussion

? Governance Committee members endorsed the proposed approach , noting th at
the proposal to expand the panel of judg es from three to five is in line with best
practice.

? In response to a question from a Committee member, Mr Szabo indicated that the
estimated cost of a hear ing would be in the range of US$20,000 to US$ 30,000
and that such costs sh ould be covered under Gavi?s existing Employment
Practices Liability Insurance.

------



Minutes

Gov -2018 -Mtg -06 1




G avi Alliance Governance Committee Meeting
12 February 2019
Teleconference


1. Chair?s report

1.1 The meeting commenced at 16. 09 Geneva time on 12 February 2019 , with a
quorum from 16.21 to the end of the meeting . Mr Bill Roedy, Board Vice Chair and
Governance Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 26 November 2018 (Doc 01b)
which had been approved by no -objection on 17 January 2019 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

1.5 Joanne Goetz , Head, Governance, provided an update on the action related to the
gender balance in Independent Review Committee (IRC) nominations as noted by
the Committee at its November 2018 meeting. She confirmed that gender diversity
is one of the criteria con sidered when r ecruiting IRC members. The IRC pool of
review ers currently comprises 70% male and 30% female members . When IRC
panels are put together efforts are made to ensure a good gender balance, and
these will continue going forward.

-----

2. Board and Committee member nominations

2.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented this
item (Doc 02), noting that a vacant seat remains on the Governance Committee
for the donor country constituency and on the Programme and Pol icy Committee
for an Unaffiliated Board member .












Minutes

Gov -2018 -Mtg -06 1




G avi Alliance Governance Committee Meeting
26 November 2018
Global Health Campus , Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.45 local
time on 26 November 2018 . Mr Bill Roedy, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 10 October 2018 (Doc 01b)
which had been approved by no -objection on 20 November 2018 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

-----

2. Nominations

2a. Board/Committee member nominations

2a.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented this
item (Doc 02a), drawing attention in particular to the submission from the Research
and Technical Health Institutes (R&THI) constituency which had submitted three
candidates for one seat and requested the Governance Committee to make its
selection based on submitted information.

Discussion

? Governance Committee members discussed the three candidates put forward by
the R&THI constituency, agreeing on the high calibre of all three. Following due
consideration, it was agreed that the Governance Committee would recommend
the appointment of William Schluter to take the Alternate Board seat to be vacated
by Kate O?Brien at th e end of the year.

? Governance Committee members noted that the constituency had sought to
include female candidates in their list but that two potential candidates app roached
had declined the nomination .

? Governance Committee members briefly discussed the constituency seat on the
Programme and Policy Committee (PPC) which would also be vacated by Kate


Minutes

Gov -2018 -Mtg -05 1




G avi Alliance Governance Committee Meeting
10 October 2018
Global Health Campus , Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.02 local
time on 10 October 2018 . Mr Bill Roedy, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 The Chair welcomed all participants and in particular Minister Amir Aman Hagos,
who was attending a Governance Committee meeting for the first time. He also
expressed appreciation to those joining the meeting by phone from locations
where the time zones pr esented challenges.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.4 The Committee noted the minutes of its meeting on 4 June 2 018 (Doc 01b) which
had been approved by no -objection on 9 July 2018 .

1.5 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

-----

2. Nominations

2a. Board/Committee member nominations

2a.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented this
item (Doc 02a), highlighting issues specific to the Board and some of the Board
Committees, as well as concerns raised in particular by the Board Chair and the
Chair of the Audit and Finance Committee.

2a.2 In the context of the nominations submitted for Governance Committee
consideration, attention was drawn in particular to the submission from the
Research and Technical Health Institutes (R&THI) constituency which had
submitted three candidates for one seat and requested the Governance
Committee to make its selection based o n submitted information.

Discussion

? Committee members noted that a number of constituencies had requested an
extension to November in submitting nominations for consideration.


Minutes

Gov -2018 -Mtg -02 1




G avi Alliance Governance Committee Meeting
4 June 2 018
Crowne Plaza Hotel, Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.33 local
time on 4 June 2018 . Mr Bill Roedy, Acting Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 13 March 2018 (Doc 01b)
which had been approved by no -objection on 24 April 2018 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

1.5 It was noted that item 5 would be discussed directly after item 2 in order to
accommodate the participation of the Board Chair who would be attending the
meeting for those two items.

-----

2. Vice Chair nomination

2.1 Bill Roedy and Orin Levine recused themselves for the presentation on this item
and left the room.

2.2 Philip Armstrong, Director, Governance and Secretary to the Board, recalled the
process which had been followed by the Board Vice Chair Nominations
Subcommittee, as had been outlined by Dr Ngozi Okonjo -Iweala during the
Governance Committee teleconference on 28 May 2018, and as further outlined
in Doc 02.

2.3 He clarified that the Governance Committee was now being requested to make a
formal recommendation to the Board in relation to the appointme nt of a new Vice
Chair, as there had not been a quorum during the discussions on this item at the
28 May meeting.







Minutes

Gov -2018 -Mtg -03 1




G avi Alliance Governance Committee Meeting
28 May 2018
Teleconference


1. Chair?s report

1.1 The meeting commenced at 14.10 Geneva time on 28 May 2018 . Mr Blair Exell,
Governance Committee member, chair ed the meeting for Agenda Items 1 and 2 .

1.2 Governance Committee members noted and agreed that as there would not be a
quorum for the first part of the meeting , the discussion relating to the Vic e Chair
nomination would go ahead and that the recommendation would be presented to
the Committee at its next meeting on 4 June 2018 for approval when a quorum
should be present .

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in t he
Committee pack).

-----

2. Vice Chair nomination

2.1 The session chair invited Dr Ngozi O konjo -Iweala, Board Chair and Chair of the
Vice Chair Nominations Subcommittee, to present this item.

2.2 The Board Chair recalled the process which had been put in place whereby an
invitation for expressions of interest in the position of Board Vice Chair had bee n
circulated to the Board, following which two expressions of interest had been
received.

2.3 The Subcommittee ha d interviewed both candidates , using a list of five questions
common to each of the candidates with the aim of ass essing them in relation to
their management experience , leadership ability and technical qualifications .

2.4 Score sheets aligned with the qu estions asked had been completed after the
interviews by each of the interviewers. This had facilitated ensuring objectivity in
the process.

2.5 The Subcommittee had thus concluded that Bill Roedy be recommended to the
Governance Committee as the nominee for the position of Board Vice Chair. Dr
Okonjo -Iweala had already informed both candidates accordingly.

2.6 She concluded by noting the high quality of both candidates who will both continue
to play an importan t role on the Board.


Minutes

Gov -2018 -Mtg -02 1




G avi Alliance Governance Committee Meeting
13 March 2018
Hotel Ermitage, Evian -les -Bains, France


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14. 05 local
time on 13 March 2018 . Ms Gunilla Carlsson, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee reviewed the minutes of its meeting on 15 February 2018 (Doc
01b) and approved these .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

Decision One

The Gavi Alliance Governance Committee:

? Approved the minutes of its meeting on 15 February 2018.

-----

2. Vice Chair nomination

2.1 The Chair introduced this item recalling that at its last meeting the Governance
Committee had approved the terms of reference for the position of Board Vice
Chair and the terms of refe rence for the B oard Vice Chair Nominations
Subcommittee now comprising Dr Ngozi Okonjo -Iweala (Board Chair and Chair of
the Subcommittee ), Bill Roedy (acting Governance Committee Chair des ignate),
Blair Exell and Minister Bahar Idriss Abugarda.

2.2 She noted that the Subcommittee will hold a first meeting on the following day and
that the plan is to complete the process by May so as to present a nomination to
the Board for its consideratio n and approval in June, after the review and
recommendation of the Governance Committee.

2.3 Dr Ngozi Okonjo -Iweala, Board Chair and Chair of the Subcommittee, informed
Committee members that while the deadline for the submission of expressions of
interes t for the position of Vice Chair had been originally set at 8 March 2018, she
had decided to extend t he deadline until the end of the week of the Board Retreat


Minutes

Gov -2018 -Mtg -01 1




G avi Alliance Governance Committee Meeting
15 February 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14. 07 Geneva
time on 15 February 2018 . Ms Gunilla Carlsson, Board Vice Chair and
Governance Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 27 November 201 7 (Doc 01b),
which had been approved by no -objection on Tuesday 23 January 2018 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

-----

2. Subcommittee for Board Vice Chair nominations

2.1 The Chair introduced this item recalling that she had been appointed as UNAIDS
Deputy Executive Director, Management and Governance, and Assistant
Secretary -General of the UN , and had actually taken up her position this very day.
It had been agreed that she would remain on the Board and as Chair of the
Governance Committee through 31 March 2018.

2.2 The Board Chair had first informed the Governance Committee about these
devel opments and invited any comments or considerations from the Committee in
January and thereafter informed the Board that she had invited Bill Roedy to
temporarily take on the role of Acting Board Vice Chair and Acting Chair of the
Governance Committee until nominations and the appointment of a new Vice Chair
and Chair of the Governance Committee had been completed.

2.3 It is planned that the Vice Chair nominations process be completed by May 2018
and presented to the Board for its consideration and approval in June , after review
and the recommendation(s) of this Committee. Mr Roedy has kindly accepted Dr
Ngozi?s invitation in the meantime on a temporary basis .

2.4 Phil ip Armstrong, Director, Governance and Sec retary to the Board, referring to
Doc 02 in the meeting pack, reminded Governance Committee members that they
were being as ked to consider and approve the Board Vice Chair Terms of
Reference as well as the Terms of Reference for a Board Vice Chair Nominations


Minutes

Gov -2017 -Mtg -08 1




G avi Alliance Governance Committee Meeting
27 November 201 7
Crowne Plaza Hotel, Hor Pha Keo room, Vientiane, Lao PDR


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.10 local
time on 27 November 201 7. Ms Gunilla Carlsson, Board Vice Chair and
Committee Chair, chaired the meeting .

1.2 She welcomed all participants and in particular the Committee Members elect.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.4 The Committee noted the minutes of its meeting on 5 October 201 7 (Doc 01b),
which had been approved by no -objection on Wednesday 22 November 2017 .

1.5 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d), noting that discussions relating to a future Board and Committee Self -
Evaluation exer cise would be included on the workplan for September 2018.

-----

2. Board and Committee nominations

2.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented
informatio n on the nominations received (Doc 0 2), including a late nomination from
the developing country constituency for the Market -Sensitive Decisions
Committee .

Discussion

? Committee members noted the information presented in relation to gender balance
on the Board and Committees and expressed concerns that the Governance
Committee i s itself one of the Committees that will not be compliant wi th the gender
policy. It was noted that there will be a real opportunity for the Governance
Committee to do a deep dive on gender with the policy due for review in 2019.

? It was also proposed that a closer look could be taken at the nominations being
put f orward by the different organisations and constituencies for Governance
Committee membership as there might be an opportunity there to ensure a better
gender balance, including when looking at some Board members or Alternate
Board members who are not on an y Board Committees.


Minutes

Gov -2017 -Mtg -04 1





G avi Alliance Governance Committee Meeting
5 October 2 01 7
Gavi Alliance Offices, Geneva, Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11. 14 local
time on 5 October 201 7. Ms Gunilla Carlsson, Board Vice Chair and Committee
Chair, chaired the meeting .

1.2 She welcomed all participants attending both in person and by phone and
highlighted that in light of the topics to be considered during this meeting she had
felt it important to convene an in -person meeting of the Committee.

1.3 She referred to the work the C ommittee ha d done so far this year and emphasised
the need for stability over the next months and that the Governance Committee
would play an important role in ensuring that the agreed reforms continue to be
implemented.

1.4 She welcomed new Governance Commi ttee members attending for the first time,
and introduced her Special Adviser, Alexandra Sil fverstolpe , who had already
been in touch directly with a number of Committee members on the Chair?s behalf .

1.5 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). Daniel Graymore asked that it be recorded that his spouse
recently took up a position with UNICEF in Geneva.

1.6 The Committee noted the minutes of its meeting on 13 June 201 7 (Doc 01b), which
had been approved by no -objection on Thursday 6 July 2017 . They noted that the
minutes of the meetings held on 22 June 2017 and 26 July 2017 were available
on request to Governance Committee members but had not been included in the
Committee pack for reasons of confidentiality given the wide distribution of the
meeting materials . The se had been approved by no -objection on Thursday 6 July
2017 and Monday 21 August 2017 respectively .

1.7 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d), with a specific request that periodic reporting from the High Level HR
Subcommittee be included in the workplan going forward .

-----




Minutes

.......
Gavi Alliance
Board and Committee Decisions
2015

Gov -201 7-NoObj -01




G avi Alliance Governance Committee Decision
20 September 201 7



1. Appointment of Members of the Market -Sensitive Decisions
Committee (MSDC)

In accordance with article 2.7. 4 of the By -Laws, on a no -objection basis the Gavi
Alliance Governance Committee recommended to the Gavi Alliance Board that it :

App oint the following to the Market -Sensitive Decisions Committee effective
immediately:

? Ngozi Okonjo -Iweala (Board Chair) until 31 December 2019
? Gunilla Carlsson (Board Member) until 31 December 2018
? Shanelle Hall (Board Member) until 31 December 2019
? Tim Evans (Board Member) until 31 December 2019
? Violaine Mitchell (Board Member) until 31 December 2019
? Felix Ka bange (Board Member) until 31 December 2018
? Daniel Graymore (Board Member) until 31 December 2019
? Jean -Francois Pactet (Board Member) until 31 December 2018
? Irene Koek (Board Member) until 30 June 2019
? Clarisse Loe Loumou (Board Member) until 30 June 2019
? David Sidwell (Board Member) until 31 December 2017
? Richard Sezibera (Board Member) until 31 December 201 7
? Seth Berkley (CEO, non -voting)






Mr Philip Armstrong
Secretary to the Board





Minutes

Gov -201 7-Mtg -04 1



G avi Alliance Governance Committee Meeting
13 June 201 7
Intercontinental Hotel, Geneva, Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11. 15 local
time on 4 April 201 7. Dr Flavia Bustreo, Board Vice Chair and Committee Chair,
chaired the meeting for Items 1 and 2 and as she then had to leave the meeting
Governance Committee members agreed that Gunilla Carlsson chair the
remainder of the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 4 April 201 7 (Doc 01b), which
had been approved by no -objection on Friday 26 May 2017 .

1.4 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d).

-----

2. Board Leadership

Discussions in relation to this item being of a confidential nature, they will be recorded
separately in a note for voting members of the Governance Committee only.

Decision One

The Gavi Alliance Governance Committee recommended to the Gavi Alliance Board that
it:

a) Reappoint Gunilla Carlsson as an Unaffiliated Bo ard member effective 1 January
2018 and until 31 December 2020; and

b) Appoint Gunilla Carlsson as Vice Chair of the Board with individual signatory
authority effective 1 July 2017 and until 31 December 2018.

-----







Minutes

Gov -201 7-Mtg -02 1




G avi Alliance Governance Committee Meeting
4 April 201 7
Hotel Royal, Evian, France


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 13 .44 local
time on 4 April 201 7. In the absence of Dr Flavia Bustreo, Board Vice Chair and
Committee Chair, Governance Committee members agreed that Gunilla Carlsson
chair the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 2 March 201 7 (Doc 01b), which
had been approved by no -objection on 31 March 201 7.

1.4 The Committee reviewed its action sheet ( Doc 01c ) and forward workplan
(Doc 01d).

-----

2. Update on Vice Chair nomination

2.1 Ms Carlsson informed Governance Committee members that she would step out
of the meeting for this agenda item as she had expressed her interest in being
considered for the position of Vice Chair. It was agreed that Danny Graymore
would chair the meeting in her absence.

2.2 Dr Okonjo -Iweala referred to the Vice Chair nomination process which had been
approved by the Governance Committee and which was led by a subcommittee
comprising herself, Reina Buijs and Danny Graymore. One of the aims was to
ensure tran sparency and in this context it had been decided to invite all Board
Members to submit nominations , which could include self -nominati ons, and which
would then be considered in the light of a clear set of criteria which had been
defined, including qualifica tions and time commitment. Only one nomination had
been received .

2.3 Dr Okonjo -Iweala referred to the fact that , while not prescribed in the Statutes or
By -Laws, the Vice Chair seat had traditionally been held by one of the four
founding members of the A lliance and that she had therefore had a discussion with
the World Bank, who had not yet held the positon, and confirmed with them that
they were comfortable with the transparent process which was to be implemented.



Minutes

Gov -201 7-Mtg -01 1




G avi Alliance Governance Committee Meeting
2 March 201 7
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 8.07 Geneva
time on 2 March 201 7. In the absence of Dr Flavia Bustreo, Board Vice Chair and
Committee Chair, Governance Committee members agreed that Gunilla Carlsson
chair the meeting .

1.2 Ms Carlsson welcomed new Governance Committee members Reina Buijs, Lyn
Morgan and Susan Tolton.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.4 The Committee noted the minutes of its meeting on 5 Decem ber 2016 (Doc 01b),
which had been approved by no -objection on 1 4 November 2016.

1.5 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

-----

2. Update on Vice Chair nomination

2.1 Philip Armstrong, Director, Governance and Secretary to the Board, referred to a
note which had been sent to Governance Committee members by the Board Chair,
informing them that Dr Bustreo was back in the office and read y to resume her role
as Board Vice Chair.

2.2 While she will remain as Chair of the Governance Committee in accordance with
the re quirements of the By -laws , it would be difficult for her to regularly participate
in the meetings of the Governance Committee given her current commitments. Dr
Bustreo ha s expressed her willingness for Ms Carlsson to act in her absence,
especially in view of the ongoing work related to the implementation of the
recommendations of the 2016 Board and Committee self -evaluation. Governance
Committee members had responded favourably to this proposal.

2. 3 Mr Armstrong informed Committee members that in the meant ime the Board Vice
Chair Nominations Subcommittee would be convening within the next week to
discuss the process for the nomination of a suitable candidate to fill the position of
Board Vice Chair when Dr Bustreo?s term comes to an end in June 2017.



Minutes

Gov -2016 -Mtg -06 1




G avi Alliance Governance Committee Meeting
5 December 2016
Sofitel Abidjan Hotel Ivoire, Abidjan, C?te d?Ivoire


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.31 local
time on 5 December 2016 . Gunilla Carlsson, Acting Governance Committee Chair,
chaired the meeting .

1.2 The Chair welcomed Dr Ngozi Okonjo -Iweala, Gavi Alliance Board Chair , as well
as David Sidwell, Audit and Finance Committee Chair whom she had invited to
join the meeting and who would speak to the review of the Committee Charters
later in the meeting . She also welcomed Neil Hindle, Egon Zehnder International
(EZI) .

1.3 She recognised a number of Committee members whose terms were coming to
an end after December, namely Javier Hernandez Pena, Eivind Homme, Laura
Laughlin and Jan Paehler, as well as the contributions of Donal Brown and
Kesete birhan Admasu both of whom had been unable to attend this meeting.

1.4 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.5 The Committee noted the minutes of its meeting on 1 4 October 2016 (Doc 01b),
which had been approved by no -objection on 1 4 November 2016 and the notes of
discussion s from its ad -hoc meeting s on 14 October 2016 (Doc 01c) and
9 November 2016 (01d) .

1.6 Finally, the Committee noted the action sheet (01e) and forward workplan
(Doc 01f). In relation to the latter , the Acting Chair highlighted that there has been
a lot mentioned in the Board and Committee self -evaluation around the question
of agenda consultation, mainly in respect of the Board. She pointed out that the
workplan is an instrument designed to genera te consultation with Committee
members for thoughts and ideas on agenda formulation in advance of scheduled
meetings and can al ways be submitted to either herself or Philip Armstrong for
consideration.

-----







Minutes

Gov -2016 -Mtg -05 1




G avi Alliance Governance Committee Meeting
14 October 2016
Gavi Alliance Offices, Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 09.38 local
time on 14 October 2016 . Gunilla Carls son, Acting Governance Committ ee Chair,
chaired the meeting.

1.2 Philip A rmstrong , Director, Governance and Secretary to the Board, referred to an
email which had been sent to Governance Committee members by the Board
Chair, Dr Ngozi Okonjo -Iweala , in the context of the leave of absence which she
had gra nted to Dr Flavia Bustreo, Board Vice Chair and Governance Committee
Chair following her nomination by the Government of Italy as a candid ate for the
position of Director General of the WHO. The Board Chair had proposed that
Gunilla Carlsson act as Governance Committee Chair in the inter im, in particular
to ensure that the momentum on the Board and Committee self -evaluation
exercise is maintained.

Discussion

? Governance Committee members noted that while Flavia Bustreo has been
granted a leave of absence from the Gavi Board and Governance Committee she
has not vacated eithe r of the positions and remains both a member of the Board
and Vic e Chair of the Board. There is no provision in the Statutes and By -Laws for
the temp orary appointment of a Vice Chair, and the WHO will be continue to be
represented by the Alternate Board Member as is already the case ; the Statutes
and By -Laws preclud ing the Vice Chair from representing his or her ins titution or
constituency.

? Governance Committee members agreed that under the circumstances the y did
not see the need to foresee the appointment of an acting Vice Chair and also
agreed that it should be made clear, in particular to the Board in advance of the
December Board meeting, that whil e there will be an acting Governance
Committee Chair during the period of Dr Bustreo?s leave of absence, it is not
foreseen that an acting Vice Chair will be appointed. Governance Committee
members also agreed that in the unlikely event that the Board Chai r was unable
to attend the December Board meeting, the Board would be asked to appoint, from
amongst its members, a Chair whose sole purpose would be to preside over the
meeting so that the Board can conduct its business.





Minutes

Gov -2016 -Mtg -04 1



G avi Alliance Governance Committee Meeting
21 June 2016
Starling Hotel, Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 15.10 local
time on 21 June 2016 . Flavia Bustreo , Governance Committ ee Chair, chaired the
meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting s on 1 8-20 April 2016 (Doc 01b),
which had been approved by no -objection on 1 4 June 2016 and the notes of
discussion from its ad -hoc meeting on 13 May 2016 (Doc 01c) , as well as its
forward workplan (Doc 01d).

-----

2. Update on 2016 Board and Committee Self -Evaluation

2.1 The Chair introduce d this item recalling the work that had been done so far in
te rms of the Board and Committee s elf -evaluation.

2.2 She informed Committee members that the response rate to the survey so far was
70% and that she had asked the consultants from Egon Zehnder Internati onal
(EZI) to follow up directly with those who ha d not yet responded.

2.3 She highlighted that the objective of this session was to provide feedback on the
process s o far, to reflect on some of the initial issues which will be presented by
EZI and to give guidance on the process going forward. She stressed that the
information to be presented should not be considered as findings or
recommendations , as there is still a lot of work to be done in terms of analysis of
the survey data and the in -person interviews with Board and Committee members.

2.4 This was only an early insight into the raw data thus gathered from the survey and
informed by a very small sample of interv iews.

2. 5 Ashley Summerfield, EZI , presented information arising from t he survey s
completed and the interviews conducted so far.






Minutes

Gov -2016 -Mtg -02 & 03 1




G avi Alliance Governance Committee Meeting s
18 & 20 April 2016
Palace de Menthon, Menthon -Saint -Bernard, France


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.07 local
time on 18 April 2 016 . Flavia Bustreo , Governance Committ ee Chair, chaired the
meeting. The meeting reconvened at 13.10 local time on 20 April 2016 to conclude
discussions on Agenda Item 2 .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 16 February 2016 (Doc 01b),
which had been approved by no -objecti on on 15 March 2016.

1.4 The Committee reviewed its forward workplan (Doc 01c).

Discussion

? In reply to a request for clarification from a Governance Committee member in
relation to the composition of the Executive Committee it was noted, as the
Committee had been informed at its February meeting, that pending approval of
the relevant amendments to the Gavi By -Laws following the December Board
decision and clearance with the Swiss Federal State authorities in the normal
course , nominees for the CSO seat and the second donor and developing country
seats would be invited to attend Executive Committee meetings as fully
participationg observers pending conclusion of the Board and Committee self -
evaluation and full assessment of the governance structure and its c ommittees

-----

2. Board and Committee nominations ? Donors constituency

2.1 The Chair invited Donal Brown, repre senting the UK as the donor coordinator, to
present this item (Doc 02) .

2.2 Mr Brown outlined the process for forming the Gavi donor constituency groups ,
highlighting the rationale for the change and that this had been done within the
context of a set o f principles which had been voted on and agreed by the donor
constituency in early 2016. He informed Committee members that while
agreem ent had been reached on the five anchor donors, work continued on
finalising the membership of the five donor groups.


Minutes

Gov -2016 -Mtg -01 1




G avi Alliance Governance Committee Meeting
16 February 2016
Teleconference



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 08.05 Geneva
time on 16 February 2016 . Flavia Bustreo , Governance Committ ee Chair, chaired
the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). The Chair requested that Governance Committee members
who had not yet completed and returned the relevant forms to the Secretariat do
so as soon as possible.

1.3 The Committee approved the minutes of its meeting on 1 December 2015 .

1.4 The Committee reviewed its forward workplan (Doc 01c).

Discussion

? The Chair expressed her thanks to members of the Governance Committee and
the Secretariat who had been very engaged in working on the three priorities of
the Committee in 2015 , namely : (i) the Board Chair recruitment; (ii) the recruitment
of Unaffiliated Board members; and (iii) resolving the issue of the Executive
Committee composition.

? She indicated that issues have arisen in relation to the composition of the
Executive Committee when working on drafting the relevant amendments to the
Gavi By -Laws . I t h as become apparent that there are various permutations , and
consequences, that warrant careful consideration and clarification and before they
can be submitted to the Swiss Supervisory Author ity for Foundations for review .

? She noted that the Board Chair ha d been in contact with some Board members
about how this might affect Gavi ?s governance and that pending further reflection,
also in the context of the Board and Committee Self -Evaluation, constituencies will
be invited to put forward nominations for the Executive Committee in the spirit of
the December Board decision and nominees invited to attend the Executive
Committee meetings as observers pending their formal appointment by the Board
starting with the meeting scheduled for 18 March 2016 .




Minutes

Gov -2015 -Mtg -05 1



G avi Alliance Governance Committee Meeting
1 December 2015
Hotel Crowne Plaza, Geneva, Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 15.28 Geneva
time on 1 Dec ember 201 5. Flavia Bustreo , Governance Committ ee Chair, chaired
the meeting.

1.2 The Chair highlighted that she had identified three priorities for the Governance
Committee for 2015, namely recruitment of the new Gavi Board Chair, the initiation
of a transparent and enhanced process for the recruitment of Unaffiliated Board
members and conclusion of the discussion on the role and composition of t he
Executive Committee, noting that two of these three had been navigated
successfully.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.4 The Committee noted the minutes of its meeting on 17 September 2015 ( Doc 01b ),
which had been approved by no -objection on 9 Nov ember 2015.

1.5 The Committee reviewed its forward workplan (Doc 01c).

Discussion

? Governance Committee members noted in particular the planned review of the
Statutes , By -Laws and Committee Charters the aim of which at this stage is to
correct some anomalies which exist between the different documents and to
update the Charters in line with good practices e.g. AFC Charter . The Committee
also noted that subject to the f indings of the planned Board and Committee self -
assessment , a more in -depth review of the Statutes and By -Laws might be
necessary.

? In response to questions from Governance Committee members , the Secretariat
clarified that it will be within the remit of the Board and Committee self -assessment
to clarify the mandates of the Board Committees in particular to resolve what might
be perceived as overlapping mandates between different Board Committe es.

-----


2. Board and committee member nominations



Minutes

Gov -2015 -Mtg -04 1




G avi Alliance Governance Committee Meeting
17 September 201 5
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.00 Geneva
time on 17 September 201 5. Flavia Bustreo , Governance Committ ee Chair,
chaired the meeting. Standing declarations of interest were tabled to the
Committee (Doc 1 in the Committee pack).

1.2 The Chair welcomed Philip Armstrong to his first official meeting as Director of
Governance and Secretary to the Board.

------

2. Board and committee member nomi nations

2.1 Philip Armstrong reviewed the recommendations received for Board and
committee membership (Doc 2).

2.2 The Chair recognised Beate Stir? for her service to Gavi as a board member and
member of the Governance Committee.

Decision One

The Gavi Alliance Governance Committee:

? Recommend ed to the Board that it appoint the following Board Member:

o Eivind S. Homme of Norway as Board Member representing the
Denmark, the Netherlands, Norway, and Sweden donor constituency in
the seat currently held by Beate Stir? of Norway effective immediately
and until 31 December 2016.

? Recommend ed to the Board that it appoint the following effective immediately
and until 31 December 2015:

o Eivind S. Homme to the Governance Committee in the seat currently held
by Beate Stir?

o Lene Lothe to the Programme and Policy Committee in the seat formerly
held by Anders Nordstr?m.


Minutes

Gov-2015-Mtg-03 1



Gavi Alliance Governance Committee Meeting
9 June 2015
Geneva, Switzerland


1. Chair?s report
1.1 Finding a quorum of members present, the meetin g commenced at 15.25
Geneva time on 9 June 2015. Flavia Bustreo, Governa nce Committee Chair,
chaired the meeting.

1.2 The Chair welcomed incoming Director of Governa nce and Secretary Philip
Armstrong to the meeting and introduced each of the members of the
Committee. She also thanked Kevin A. Klock, Head of Governance and
Assistant Secretary for his guidance throughout the the Executive Committee
functions and composition discussions.
1.3 The Chair recognised the work of the EC Functio ns and Composition
Subcommittee, Recruitment Subcommittee, and Chair R ecruitment Committee,
noting that she would deliver an update to the Boar d during the closed session
on the chair search.
1.4 Standing declarations of interest were tabled t o the Committee (Doc 1a in the
Committee pack).
1.5 The Committee reviewed the minutes of its meeti ng on 23 March 2015 (Doc 1b).
The Committee also reviewed its action sheet (Doc 1 c) and forward workplan
(Doc 1d).

Decision One

The Gavi Alliance Governance Committee:
 Approved the minutes of its meeting on 23 March 2015.

------

2. Board committee and member nominations
2.1 Kevin A. Klock reviewed the recommendations rec eived for Board and committee
membership (Doc 2). In particular, he reviewed the process for identifying a
candidate for unaffiliated board membership, includ ing the development of a
skills profile, candidate engagement, and Recruitme nt Committee vetting.



Minutes

Gov-2015-Mtg-02 1



Gavi Alliance Governance Committee Meeting
4 June 2015
Teleconference


1. Declarations of interest
1.1 Finding a quorum of members present, the meetin g commenced at 16.00 Geneva
time on 4 June 2015. Flavia Bustreo, Governance Com mittee Chair, chaired the
meeting.

1.2 Standing declarations of interest were tabled t o the Committee (Doc 1 in the
Committee pack).
------

2. Board Chair recruitment
2.1 George W. Wellde, Jr, Chair of the Board Chair Recruitment Committee delivered
a status update. He reminded the Governance Committ ee of the process,
composition of the Recruitment Committee, and the a greed criteria for the next
chair. He reported that the Recruitment Committee h ad met multiple times over
the previous few months to refine a long list of 67 candidates down to a short list
for formal conversations.

2.2 He emphasised the diversity of both the long an d short lists. Geographically, 1/3
of the long listed candidates came from Europe; 1/3 from North America; and 1/3
from Africa, Asia, Australia, and Latin America. It also contained good gender and
experiential diversity. The short list was likewise diverse in geography, gender,
and experience.

2.3 Mr Wellde emphasised that confidentiality was c ritically important given the profile
of the shortlisted candidates. He also noted that u nlike the current and previous
chairs, the new chair would not have the benefit of having served as a board
member in the past so his or her onboarding would b e important. Finally, he noted
that the Recruitment Committee was considering how the final candidate would be
vetted by the full Board and acknowledged that the CEO would need to have the
opportunity to talk with the final 2-3 candidates a t some point during the process.

Discussion
 The Governance Committee agreed that the Board sho uld trust the Recruitment
Committee to vet the short listed candidates and ma ke a recommendation for
appointment. Necessarily, wide vetting by the Gover nance Committee or Board


Minutes

Gov -201 5-Mtg -01 1




G avi Alliance Governance Committee Meeting
23 March 201 5
Copenhagen , Denmark



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Copenhagen time on 23 March 201 5. Flavia Bustreo , Governance Committ ee
Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee reviewed the minutes of its meeting on 9 December 2014 (Doc
01b) , which were approved on 23 February 2015 . A small title correction was
requested. The Committee also reviewed its action sheet (Doc 1c) and forward
workplan (Doc 1d) .

------

2. Executive Committee composi tion

2.1 The Chair led a discussion on the potential future composition of the Executive
Committee (Doc 2). She noted that the most recent self -assessm ent
recommended that the Board clarify the role and composit ion of the Executive
Committee and that the Board had agreed to the EC?s new functions during its
December 2014 executive session. After two rounds of consultations and a
meeting on 2 March 2015, the Governance Committee?s EC Functions and
Composition Subcommittee had submitted several key considerations and
potential composition options for the Governance Committee to consider.
Importantly, Beate Stir? , on behalf of the Subcommittee, noted that while there
was general agreement not to increase the size of the EC, there were diverse
views on who should sit on it and to what extent to prioritise skill sets versus
representation.

Discussion

? The Governance Committee emphasised the need for the individual EC members
to act in the interest of the Alliance as a whole (rather than simply the interests of
their constituencies ) and to move matters forward in a timely way.

? The Governance Committee agreed that EC terms should be at least two years
given the learning curve required to be effective and the need to maintain narrative
continuity in discussions.

Minutes

Gov -2014 -Mtg -06 1




G avi Alliance Governance Committee Meeting
9 Decem ber 2014
Geneva , Switzerland



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.00
Geneva time on 9 Decem ber 2014. Geeta Rao Gupta, Governance Committ ee
Chair, chaired the meeting except for the discussion in section 4 which was
chaired by Beate Stir?.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee reviewed the minutes of its meeting on 31 October 2014 (Doc
01b). The Committee also reviewed its action sheet (Doc 1c) and forward
workplan (Do c 1d) .

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 31 October 2014 .

------

2. Board and Committee member nomination s

2.1 The Chair reviewed the recommendations received for Board and committee
membership (Doc 2). She noted there were a large number of Board members
and alternates rotating off and reminded the Committee that turnover was a
matter highlighted in the last Board self -asse ssment.

2.2 The Chair noted that the nominations would br ing the Board and alternate
members into compliance with the gender policy guidelines.

2. 3 The Chair also noted that a new alternate Board member was interested in
joining th e Evaluation Advisory Committee. However, a recent resignation from
the EAC of an independent expert would mean that there would no longer be a
majority of independent experts on it.





Minutes

Gov -2014 -Mtg -05 1




G avi Alliance Governance Committee Meeting
31 Octo ber 2014
Teleconference



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16 .10
Geneva time on 31 Octo ber 2014. Geeta Rao Gupta, Governance Committee
Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack). Laura Laughlin requested her company affiliation be corrected.

1.3 The minutes of the 1 7 June 2014 Governance Committee meeting were tabled to
the Committee for information (Doc 01b). They had been circulated and
approved by no -objection on 19 August 2014. The Committee also reviewed its
action sheet (Doc 1c) and forward workplan (Doc 1d) .

------

2. Special a dvisers

2. 1 The Chair reminded the Committee that in June 2014 , the Committee asked the
Secretariat to incorporate its comments in the special adviser terms of reference
(TOR) , by inserting a better set of key performance indicators (KPIs), a standard
process for hiring candidates, and qualifications. The Secretariat had
incorporated these comments, including information on compensation and
performance measur ement (Doc 2) .

2.2 Having worked with the Secretariat on the amendments and after reviewing the
pertinent data, the Chair recommended to the Committee that it approve the
terms of reference for special a dvisers who support the Board Chair, Vice Chair,
an d Board members representing developing country government constituencies
and the CSO constituency, along with the recruitment process and approac h for
determining remuneration.

Discussion

? Donor and unaffiliated members of the Committee welcomed the revised terms
of reference and felt they adequately reflected the Committee?s input. Some
Committee members had a number of questions, which the Chair addressed as
follows in this discussion.



Minutes

.......
GAVI Alliance Governance Committee Meeting
17 June 2014
Gov -2014 -Mtg -4 1




GAVI Alliance Governance Committee Meeting
17 June 201 4
Geneva, Switzerland


FINAL M INUTES


1. Chair?s report

Finding a quorum of members present, the meeting commenced at 18.30 1.1.
Geneva time on 17 June 201 4. Geeta Rao Gupta, Governance Committ ee
Chair, chaired the meeting .

She noted that Olga Popova would shortly step down from the Board and 1.2.
Governance Committee . The Chair thanked her for her service and noted that
this was also Helen Evans ? last Governance Committee meeting as she was
shortly retiring from the GAVI Alliance as Deputy CEO.

Standing declarations of interest were tabled to the Committee (Doc 1a in the 1.3.
Committee pack). The Committee also reviewed the minutes of its meetings
on 7 April 2014 (Doc 1b) and 5 June 2014 (circulated by email on 13 June
2014 ); one small amendment was noted. The Committee also rev iewed its
action sheet (Doc 1c) and forward workplan (Doc 1d) .

Decision One

The GAVI Alliance Governance Committee:

? Approved th e minutes of its meetings on:
o 7 April 2014
o 5 June 2014, contingent upon the inclusion of edits agreed at the meeting.

------

2. Self -assessment follow -up and Executive Committee mandate

The Chair reminded the Governance Committee that the Board discussed the 2.1.
outcomes of the self -assessment during its April 2014 retreat and had
developed a list of priorities to further optimise the governance structure and
processes . An action sheet of the most critical priorities, along with their
current status , was tabled to the C ommittee (Doc 2).

.......
GAVI Alliance Governance Committee Meeting

5 June 2014
Gov-2014-Mtg-3 1


GAVI Alliance Governance Committee Meeting
5 June 2014
Teleconference

FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meetin g commenced at 14.00
Geneva time on 5 June 2014. Geeta Rao Gupta, Govern ance Committee
Chair, chaired the meeting. ------

2. New Board Chair recruitment process

2.1 The Committee Chair recapped the conversations the Committee had
engaged in thus far to develop a recruitment plan t o identify the next Board
Chair. One key action was to decide a timeline that would ensure good
governance planning and a smooth transition but not distract the Board from
the strategy development and replenishment activiti es. To this end, the
Committee Chair had distributed a Gantt chart to th e members which provided
a potential timeline. She asked the Committee to in put into this plan.

Discussion

 The Committee agreed that the recruitment and repl enishment processes are
equally important and should not distract from one another. Several members
noted that other processes to recruit a chair at th e GAVI Alliance and other
organisations had taken anywhere from 10-12 months, and so the Committee
needed to allow for that much time to conduct the r ecruitment.

 The Committee agreed that it needed to start an ?i nternal? process as soon as
possible after the June Board meeting to ensure goo d management and
governance, and a smooth transition for the GAVI Al liance. It was agreed that
the Governance Committee would set up a committee o f the Board whose
members would informally consult individual Board m embers to get their
views on the terms of reference for a new chair, an d initial thoughts on
potential nominees.

 The Committee agreed that the more public-facing s earch would begin in
early 2015 after the replenishment event, which cou ld include advertising

.......
GAVI Alliance Governance Committee Meeting
7 April 2014
Gov -2014 -Mtg -2 1




GAVI Alliance Governance Committee Meeting
7 April 201 4
Berlin, Germany


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenc ed at 1 4.00
Berlin time on 7 April 201 4. Geeta Rao Gupta, Governance Committ ee Chair,
chaired the meeting via video link from the GAVI Alliance?s offices in
Washington, DC .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in t he
Committee pack) . Maria C. Freire declared an interest in Johns Hopkins
University, Orin Levine declared an interest in PATH, Seth Berkley noted his
previously declared conflicts, and Beate Stir? stated she had no declarations
to report.

1.3 The Committee also reviewed the minutes of its meeting s on 4 Nov ember
2013 and 24 March 2014 (Doc s 1b and 1c ). It also reviewed its action sheet
(Doc 1 d) and forward workplan (Doc 1e ).

Decision One

The GAVI Alliance Governance Committee:

? Approv ed the minutes of its meeting s on :
o 4 Nov ember 2013
o 24 March 2014 .

------

2. IRC nominations

2.1 The Committee considered recommendations for membership on the
Independent Review Committee (IRC) (Doc 2). It reviewed the process to
identify IRC needs and recruit candidates. The intention was to generate a
pool of members with a balanced set of expertise and language skills, and
increase the number of persons with specific programmatic expertise
 

.......
GAVI Alliance Governance Committee Meeting
24 March 201 4
Gov -201 4-Mtg -1 1




GAVI Alliance Governance Committee Meeting
24 March 201 4
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 10.00
Washington time on 24 March 201 4. Geeta Rao Gupta, Governance
Committ ee Chair, chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); Joan Awunyo -Akaba noted that she had a GAVI Alliance -
sup ported special advisor. The Committee noted the minutes of its meeting on
26 September 2013 (Doc 1b) and reviewed its action sheet (Doc 1c) and
forward workplan (Doc 1d).

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 26 September 2013.

------

2. GAVI Alliance governance self -assessment

2.1 The Chair invited Naina Dhingra from McKinsey & Co., the Board?s consultant
on the self -assessment , to summarise the outcomes of the self -assessment
and its proposed recommendations (Doc 2) . Ms Dhingra reported that there
had been significant progress since the last self -assessment in understanding
how committees interact with each other as well as with the Board, having a
clear governance calendar and forward plan, and developing good processes
for Board member and leadership succession. Most Board members reported
that the Secretariat provides the Board with the right amount of support to
enable the Boa rd to govern effectively.

2.2 Regarding opportunities for improvement, Ms Dhingra reported that Board
members were not aligned with each other on their individual roles and
responsibilities, which was compounded by high turnover of Board members .
The McKinsey consultants noted that while alignment among Board members
 

.......
GAVI Alliance Governance Committee Meeting
4 November 2013
Gov -2013 -Mtg -5 1




GAVI Alliance Governance Committee Meeting
4 November 201 3
Geneva , Switzerland


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 4 November 2013. Geeta Rao Gupta, Governance
Committ ee Chair, chaired the meeting , except for section 4 which Olga
Popova chaired.

1.2 The Chair expressed her appreciation fo r the service of Dwight Bu sh who
would shortly be taking up the post of U.S. Ambassador to the Kingdom of
Morocco. The Committee expressed its congratulations and best wishes to Mr
Bush .

1.3 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); there were no additional conflicts to be declared. The
Committee also noted that the minutes of its meeting on 26 September 2013
were distributed over the weekend for comment. It was agreed that the WHO
travel policy particulars submitted to the September meeting be captured in
those minutes.

1.4 The Committee reviewed its action sheet (Doc 1c) and its forward workplan
(Doc 1d).

------

2. Board and Committee nominations

2.1 The Chair reviewed the recommendations received for Board and committee
membership (Doc 2). She reminded the Committee that the Board had
requested the committees to be refreshed once every two years so it would
not have to go through this exercise annually.

2.2 She also noted that the gender balance amon g the Board will remain in
compliance with the GAVI Alliance gender guidelines with the appointment of
all persons recommended. Unfortunately, the gender balance among the
alternate Board member s remains outside the guidelines but is moving back
 

.......
GAVI Alliance Governance Committee Meeting
26 September 2013
Gov -2013 -Mtg -4 1




GAVI Alliance Governance Committee Meeting
26 September 201 3
New York , NY, USA


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.10
New York time on 26 September 201 3. Geeta Rao Gupta , Governance
Committee Chair , chaired the meeting .

1.2 The Chair thanked members for joining the workshop. Noting the difficulties in
bringing everyone together in person, she suggested that in 2014, the
Committee might meet on the margins of Board meetings to facilitate face to
face contact.

1.3 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); there were no additional conflicts to be declared. The
Committee also not ed the minutes of its meeting on 10 June 2013 (Doc 1b),
which were approved by no -objection on 23 August 2013 .

1.4 The Committee reviewed its action sheet (Doc 1 c) and its forward workplan
(Doc 1d ).

------

2. Board and committee self -evaluation for 2014

2.1 The Governance Committee had agreed at its meeting in 10 June 2013 to
hold a workshop focu sing on the design and content of the Board and
committees ? self -evaluation for 2014 . The Chair noted that the purpose of
what would become the third Board and Committee self -assessment was to
assess the Board and committees? governance prac tices overall, and to
benchmark these practices versus the previous self -assessment conducted in
2011 -2012. In addition, the new self -assessment will allow the Board to
determine whether GAVI?s governance system is fit for purpose to implement
the strategic plan now in development for 2016 -2020.
2.2 Naina Dhingra from McKinsey & Company , who had facilitated the previous
self -assessment , was invited to facilitate again. Ms Dhingra tabled a paper
ahead of the meeting that proposed a methodology for conduc ting the self -

.......
GAVI Alliance Governance Committee Meeting
10 June 2013
Gov -2013 -Mtg -3 1




GAVI Alliance Governance Committee Meeting
10 June 201 3
Geneva, Switzerland


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.50
Geneva time on 10 June 201 3. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 The Chair started the meeting by complimenting the Committee members on
the quality of their work and commitment. She announced that Olga Popova,
member of the Governance Committee and Board alternate to the vaccine
industry constituency , had given birth to a healthy baby girl . The Chair
referred to the departure s from the Board , and thus fr om the Governance
Committee , of Alan Hinman and Simon Bland and thanked them for their
contribution to the Committee .

1.3 The Chair acknowledged that Kevin A. Klock, Head of Governance and
Assistant Secretary , is a great support to the Committee and during his
absence, Debbie Adams, Managing Director, Law and Governance and
Secretary to the Board , will be supported by Alexandra Laheurte Sloyka , from
the Governance team .

1.4 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Com mittee pack). The Committee also reviewed the minutes of its meeting on
7 Ma y 2013 (Doc 1b).

1.5 The Committee reviewed its action sheet (Doc 1 c). The Chair noted the effort
of the Secretariat to ?go green ? as papers sent electronically to the Board and
Committee meeting participants are now available on USB sticks rather than
in printed binders .

1.6 Finally, t he Committee reviewed its forward workplan (Doc 1d ) and the Chair
asked that two changes be made to it in light of decisions taken at the
Committee?s previous meeting .

Decision One

The GAVI Alliance Governance Committee:
 

.......
GAVI Alliance Governance Committee Meeting
7 May 2013
Gov -2013 -Mtg -2 1




GAVI Alliance Governance Committee Meeting
7 May 201 3
Washington, DC USA


FIN AL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11. 25
Washington time on 7 May 201 3. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack). The Committee also reviewed the minutes of its meeting on
20 March 2013 (Doc 1b ).

1.3 The Committee reviewed its action sheet (Doc 1 c). Debbie Adams, Managing
Director, Law and Governance and Secretary to the Bo ard informed the
Committee that in response to the Committee?s wish that the GAVI Alliance?s
governance practices should become more environmentally friendly , Board
and committee packs would no longer be available in paper form. Board
members needing the materials at a Board meeting would be able to collect a
USB stick and the gove rnance team was exploring tablet applications for
viewing and marking up documents . In response to a request, the Secretary
agreed that the governance team would provide light instructions for using
any recommended tablet apps.

1.4 The Committee reviewed its forward workplan (Doc 1d ). The Chair suggested
that the Committee meet on 10 June to consider nominations for PPC Chair,
given Gustavo Gonzalez -Canali?s recent decision to step down. The
Committee agreed, and the Chair requested that the Secretary circul ate a
note to the Board requesting expressions of interest in - and nominations for -
the position.

1.5 The Chair provided some reflections on the Board?s discussion on
governance matters at its recent retreat. Noting the Alliance ?s public -private
partnership m odel , she emphasized the need to have a structure that brought
the nimbleness of the charity/corporate world together with the coordination
and inclusiveness across diverse stakeholder groups embodied in multilateral
organizations . She noted that the GAVI Alliance was considered to be a high
performing global health partnership , and that any changes to the governance
structure or processes should positively affec t the culture of the Board and its
 

.......
GAVI Alliance Governance Committee Meeting
20 March 2013
Gov -2013 -Mtg -1 1




GAVI Alliance Governance Committee Meeting
20 March 201 3
Barcelona, Spain


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at
approximately 1 5.30 Barcelon a time on 20 March 201 3. Geeta Rao Gupta ,
Governance Committee Chair , chaired the meeting .

1.2 The Chair noted that this additional meeting had been called due to the fact
that the previous face to face meeting had been restricted to a teleconference
as sever members had been unable to travel due to bad weather. In addition,
give the plans to discuss the governance issues at the Board retreat the
following day the Chair felt it would be useful to get initial input from the
Committee.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in
the Committee pack). The Committee reviewed the minutes of its meeting on
8 November 2012 (Doc 01b) , its action sheet (Doc 01c) and its forward
workplan (Doc 01d).

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 8 Novem ber 2012 .

------

2. Report of the Recruitment Subcommittee

2.1 In November 2012, the Governance Committee approved the establishment
of a recruitment subcommittee comprising the Board Chair, the Governance
Committee Chair, an unaffiliated Board Member, and the CEO (as a non -
voting member) to recruit unaffiliated Board members to replace those
members whose terms end in December 2013.

2.2 The Chair introduced the minutes from the recruitment Subcommittee meeting
on 12 February 2013 (Doc 02) and provided an update on the process . Egon
 

.......
GAVI Alliance Governance Committee Meeting
8 November 2012
Gov -2012 -Mtg -4 1




GAVI Alliance Governance Committee Meeting
8 November 2012
Teleconference


FIN AL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at
approximately 13.00 Geneva time on 8 November 201 2. Geeta Rao Gupta ,
Governance Committee Chair , chaired the meeting .

1.2 The Chair noted that the meeting was meant to have taken place in Geneva,
but that several members, including herself , had been unable to travel. This
meant the meeting needed to be conducted via teleconference across several
time zones and shortened so the Committee agreed to address the most time -
sensitive issues on the agenda . Other issues would be postpone d until the
Committee?s next meeting in 2013.

1.3 The Chair noted that the agenda reflected the continu ation of work that ha d
been on -going since the Board retreat in Oslo. Many of the agenda items
build on an inclusive dialogue that had tak en place at the May Governance
Committee meeting, June Board meeting, June all chairs meeting, September
Executive Committee meeting, and October Governance Committee meeting.

1.4 The Chair noted with approval the increase in the developing count ry
nominations and co ngratulated developing country Board members and the
Secretariat in working to achieve this.

1.5 The Chair also noted with concern that the Committee would be challenged to
maintain the gender balance that the Board and the Board Chair have worked
hard to ach ieve , given the nominations submitted. The Chair reminded the
Committee that the Guidelines on the GAVI Alliance Board Gender Balance
define the balance as a ratio of 60/40 of men and women among the Board
and alternate Board members . The Committee noted t hat i n accordance with
the guidelines , when the Board does not have a gender balance, the
Committee required constituencies to submit at least one woman and one
man to their Board and alternate seats . While it may be acceptable to submit
two men or two women so long as the overall balance is not threatened,
enough constituencies have submitted two men during this round to threaten
the balance. The Chair indicated that the Committee would need to consider
 

.......
GAVI Alliance Governance Committee Meeting
3 October 2012
Gov -2012 -Mtg -3 1




GAVI Alliance Governance Committee Meeting
3 October 2012
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 3 October 201 2. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack). The Committee also noted the minutes of its meeting on 14
May 2012 (Doc 1b) and that they were approved by no -objection on 7 July
2012. Alan Hinman noted an error on the declarations of interest form and in
the minutes, in that his institution had received a grant from Novartis to
research Rabies vaccine, and not Measles vaccine. Siv Cathrine Moe
indicated she would submit her conflict of interest form shortly.

1.3 The Committee reviewed its action sheet (Doc 1 c) and its forward workplan
(Doc 1 d). The Chair no ted that Alan Hinman agreed to postpone the
discussion on the possibility of a representative from the civil society
organi sation (CSO) constituency joining the Executive Committee until May
2013. Also, t he Chair pointed out that the Executive Committee asked the
Governance Committee to discuss changes to the Ethics Policy on hiring
former committee delegates into the Secretariat and the By -Law provisions on
term limits; these will be discussed at the Comm ittee?s November 2012
meeting.

1.4 Finally, the Chair proposed to the Committee a process to appoint the next
Board Chair. She reminded the Committee of Dagfinn H?ybr?ten?s letter
copied to the Board indicating his interest in reappointment. He had also
noted that the Nordic Council of Ministers, which had recently appointed him
as Secretary General, would allow him adequate time and travel to fulfil his
GAVI responsibilities. The Governance Committee Chair understood that
there is strong support for his candi dacy among the Board members , and was
aware of no other interest to run for Board Chair . As such, she planned to
handle the appointment in an uncontested manner at the November 2012
meeting. The Committee agreed with this approach.

------
 

.......
GAVI Alliance Governance C ommittee Meeting
14 May 2012
Gov -201 2-Mtg -2 1




GAVI Alliance Governance Committee Meeting
14 May 2012
Washington, DC USA


FINAL M INUTES



1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.04
Washington time on 14 May 201 2. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack). Alan Hinman noted his institution had received a grant from
Novartis to research Measles vaccine , but did not anticipate that would cause
a conflict at this meeting. Nicholas Alipui noted that he had no personal/
financial interests that needed to be declared.

1.3 The Committee noted the minutes of its meeti ng on 15 November 2011 (Doc
1b), which were approved by no -objection on 25 March 2012 , and reviewed
the minutes of its meeting on 10 April 2012 (Doc 1c).

1.4 Next the Committee reviewed its action sheet (Doc 1d) and its forward
workplan (Doc 1e).

Decision One

The GAVI Alliance Governance Committee:

? Approved the minutes of its meeting on 10 April 2012.

------

2. Follow -up to the Oslo retreat on governance matters

2.1 The Chair led a discussion on a number of governance -related matters
stemming from the Board?s retreat in Oslo on 1 6-17 April 2012 (Doc 2).




 

.......
GAVI Alliance Governance Committee Meeting
10 April 2012
Gov -201 2-Mtg -1 1




GAVI Alliance Governance Committee Meeting
10 April 2012
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.00
Geneva time on 10 April 201 2. Geeta Rao Gupta , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1 in the
Committee pack).

------

2. N ominations

2.1 Kevin A. Klock, Head of Governance and Assistant Secretary , tabled
nominations for seats on the Board and the Programme and Policy
Committee (Doc 2). After Ronald Brus stepped down as CEO of Crucell, he
decided he would step down from the GAVI Board as well. This triggered the
industrialise d country vaccine industry?s nominations process, and resulted in
the recommendation of Johan Van Hoof, new Managing Director of Crucell.
Also, the constituency decided to replace its PPC member, but determined it
would still be represented by a senior emp loyee of Novartis.

2.2 George W. Wellde, Jr, Chair of the Recruitment Subcommittee , commented
on the identification of the unaffiliated Board member candidates, reviewing
the search process for persons with the right skills and attributes . Several
excellent c andidates had emerged some time ago but both the Subcommittee
and the candidates felt it was appropriate to ensure that the CEO was in place
prior to moving nominations forward. George Wellde noted that Her Royal
Highness Princess Cristina is well known to the Board and a public champion
of GAVI. Maria Freire has a strong background in vaccines, a characteristic
previously missing among the unaffiliated Board members. Yifei Li is a very
accomplished businessperson and can help open relationships in the Far
East .


 

.......
Minutes of the GAVI Alliance Governance Committee Meeting
15 November 2011
Gov -2011 -Mtg -05 1




GAVI Alliance Governance Committee Meeting
15 November 2011
Dhaka, Bangladesh


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 15.35
Dhaka time on 15 November 2011. Dagfinn H?ybr?ten , Governance
Committee Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Committee pack). In addition, Rajeev Venkayya reported that he had
accepted a senior position in Takeda Pharmaceuticals and would have an
interest in any matter involving that company, though he was unaware of any
current financial relationship between GAV I and Takeda.

1.3 The Committee reviewed the minutes of it s meeting on 5 October 2011.

Decision One

The GAVI Alliance Governance Committee :

? Approved the minutes of its meeting on 5 October 2011 .

------

2. Committee leadership structure

2.1 Stemming from the Committee?s discussion in July 2011, the Chair proposed
additional changes to GAVI?s governing documents with regard to the
leadership of the Executive and Governance Committees. (Doc #2) The
proposal would effectively swap the leadership of those committees so that
the Chair of the Board would lead the Executive Committee and the Board
Vice Chair would lead the Governance Committee. This recommendation is
based on the understanding that the Executive Committee is responsible for
making cr itical and time sensitive decisions in between Board meetings , and
its mandate to make recommendations t o the Board on GAVI?s strategy and
business plan and therefore the Chair of the Board should Chair the
Committee making these decisions.

 

.......
Minutes of the GAVI Alliance Governance Committee Meeting
5 October 2011
Gov -2011 -Mtg -04 a 1




GAVI Alliance Governance Committee Meeting
5 October 2011
Teleconference


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.02
Geneva time on 5 October 2011. Dagfinn H?ybr?ten , Governance Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Committee pack). Olga Popova noted her interest in matters involving
Crucell and the industrialised country vaccine industry, and did not participate
in a side session concerning the participation of the vaccine industry in the
governance structures.

1.3 The Committee reviewed the minutes of it meeting on 6 July 2011 (Doc # 1b)
and its forward workplan (Doc #1 c).

Decision One

The GAVI Alliance Governance Committee :

? Approved the minutes of its meeting on 6 July 2011.

------

2. CEO report

2.1 Seth Berkley, Chief Executive Officer, provided the Committee with an
overview of the number of governance -related events conducted during the
course of 2011. In sum, it is forecasted that 72 governance -related meetings
will be held by the time 2011 concl udes , and that 312 papers will have been
tabled to support those meetings. He noted that this work is important but is
extremely heavy for the Secretariat and partner staff to support.

2.2 The CEO also commented that GAVI?s strategic emphasis on active m arket
shaping, and the Secretariat?s associated mandates , would require he and
certain members of his staff to be privy to commercially sensitive information
 

Minutes of th e Governance Committee Meeting
6 July 2011
Gov -2011 -Mtg -3 1




GAVI Alliance Governance Committee Meeting
6 July 2011
Geneva, Switzerland


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 17.38
Geneva time on 6 July 2011. Dagfinn H?ybr?ten , Board Chair , chaired the
meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc #1a in
the Board pack). No further conflicts of interest were declared.

1.3 The Committee reviewed the minutes of its meeting s on 8 March 2011 (Doc
#1b) and 23 Ma rch 2011 (Doc #1c). These minutes were approved by no
objection on 30 May 2011 under section 2.7.3.3 of the By -Laws. T he
Committee noted the record of actions (Doc #1d) , and its forward workp lan
(Doc #1 e). The Chair stated that ethics guidelines are slate d for the
Committee?s review in October so that all partners could be comfortable
participating in the Alliance business plan.

------

2. Board and committee member nominations

2.1 Debbie Adams, Managing Director, Law and Governance reported various
constituencies?? recommendations for Board and committee membership
(Doc s #2 and #2b ). She also reviewed succession planning for various
constituencies .

Discussion

? No Committee members were asked to leave the room during discussion of
candidates to represent their constituencies. However, it was noted that
pertinent Governance Committee members would not vote for their own
constituencies? nominations .

? If the entire slate of candidates is approved, the Board will achieve gender
balance with regard to its alternate membership.

 

GAVI Alliance Governance Committee Meeting , 23 March 2011 FINAL M INUTES

Gov -2011 -Mtg -2 1




GAVI Alliance Governance Committee Meeting
23 March 2011
Teleconference


FINAL M INUTES

1. Chair?s report

Finding a quorum of members present, the meeting commenced at 17.02 Geneva
time on 23 March 2011 . Dagfinn H?ybr?ten , Governance Committee Chai r chaired
the meeting.

Standing declarations of interest were tabled to the Committee (Doc #1a in the
Committee pack). Next the Committee reviewed the minutes of its meeting on 29
November 2010 (Doc #1b). Finally, the Committee reviewed its forward workplan
(Doc #1c). The Chair thanked the Secretariat for assisting the Committee with its
advance planning.

Decision One

The GAVI Alliance Governance Committee moved to:

? Approve the minutes of its meeting on 29 November 2010.

---

2. Nominations

Debbie Adams, Managing Director, Law and Governance reported that the
industrialised and developing country vaccine industry constituencies had submitted
Ronald Brus, CEO of Crucell and Mahima Datla, Senior Vice President of Biological
E. to be their respective Board members (Doc #2). In addition, she presented
candidates to serve as alternate Board mem bers and committee members . Finally,
Ms Adams reported that the Board?s next opportunity to make appointments was in
July 2011.

? The Board continues to move toward compliance with its gender guidelines ,
though it is doing so slowly.

? The By -Laws state that a representative Board member shall continue to
serve until a replacement is appointed by the Board. This provision allows
representative Board members to serve past the end of their terms until the
Board is able to make the formal appointment of their successors.

GAVI Alliance Governance Committee Meeting , 8 March 2011 FINAL M INUTES

Gov -2011 -Mtg -1 1




GAVI Alliance Governance Committee Meeting
8 March 2011
Teleconference


FINAL MINUTES

Finding a quorum of members present, the meeting commenced at 17.02 Geneva
time on 8 March 2011 . Dagfinn H?ybr?ten , Governance Committee Chai r chaired
the meeting.

1. Nomination of the CEO

The Chair reported that the CEO Succession Committee forwarded Seth Berkley,
founder, President, and CEO of the International AIDS Vaccine Initiative (IAVI) to be
GAVI?s next chief executive. He reviewed the search process , which included
chartering the CEO Succession Committee and its core and reference groups,
advertising for the role, shortlisting candidates , and conducting interview s and
reference checks (Doc #1 in the Committee pack). The Chair reviewed the excellent
qualifications of the finalist candidates and noted the characteristics and qualities
that ultimately led to Dr Berkley?s recommendation. Discussion followed:

? The Governance Committee was pleased with the thorough, comprehensive,
and inclusive search process. Though it had taken time to conduct, the
process yielded an excellent nominee.

? Dr Berkley is an innovative leader; has a strong, compelling presence; is an
effective m anager, and is already a successful fundraiser and advocate for
the power of vaccines. In addition, h e understands how to interact with a
governing board . Nevertheless, the Governance Committee stands ready to
assist Dr Berkley in working effectively wit h the GAVI Board.

? The constituency of one of the reference group members preferred a different
finalist. However, the constituency considered Dr Berkley a first -rate
candidate and supported his appointment if the other board members were to
as well.

? Dr Berkley would likely commence day -to -day responsibilities toward the end
of the summer of 2011. However, he may be able to attend the Board retreat
in April, the pledging meeting in June, and the Board meeting in July. In the
meantime, Helen Evans will c ontinue to serve as interim CEO with the
appreciation and confidence of the Chair.

 

GAVI Alliance Governance Committee Meeting, 29 November 201 0 FINAL MINUTES

1

GAVI Alliance Governance Committee Meeting
29 November 2010
Kigali, Rwanda
FINAL MINUTES
Finding a quorum of members present 1, the meeting commenced at 17:00 Kigali time
on 29 November 2010. Mary Robinson chaired the meeting.
1 Nomination of the Board Chair
The Committee began the meeting in executive session to discuss the nomination of the
Board Chair. Subsequently, the Committee moved into general session at 17.30 where
it took up this issue. Dagfinn H?ybr?ten did not attend either the executive session or
the general session during discussion of this issue.
Decision One
The GAVI Alliance Governance Committee moved to :
? Nominate Dagfinn H?ybr?ten as Chair of the Board with individual signatory
authority as of 1 January 2011 until 31 December 2012.

2 Approval of Outstanding Minutes
The Committee considered the minutes of its meeting on 4 October 2010.
Decision Two
The GAVI Alliance Governance Committee moved to :
? Approve the minutes of its meeting on 4 October 2010.

3 Nominations of Board and Committee M embers
Debbie Adams , Managing Director, Law and Governance reminded the Committee that
its nominations of Wayne Berson, Dwight Bush, and George W. Wellde, Jr for
reappointment would be tabled to the Board the following day . In addition, WHO
submitted the candidacy of Flavia Bustero to serve as its Board member, r eplacing
Anarfi Asamoa -Baah . Also, following Sweden ?s decision to transfer relationship
management with GAVI from SIDA to the Ministry of Foreign Affairs , Sweden forwarded
Anders Nordstr?m as its constituency?s candidate to succeed Anders Molin . Next , t he
1 Attendees are listed in Attachment A

GAVI Alliance Governance Committee Meeting, 4 October 2010 FINAL MINUTES
1


GAVI Alliance Governance Committee Meeting
4 October 2010
Teleconference

Final Minutes

Finding a quorum of members present 1, the meeting commenced at 15.33 Geneva
time on 4 October 2010. Mary Robinson chaired the meeting.

1 Record of Unanimous Conse nt
The Committee reviewed the record of unanimous consent from 16 September 2010
(Doc #1 in the committee pack).

Decision One
The GAVI Alliance Governance Committee moved to:
Approve the record of unanimous consent from 16 September 2010 (concerning
app roval of the Committee?s minutes from its meeting on 27 August 2010) .

2 Chair Recruitment
George W. Wellde, Jr., Chair of the Board Leadership Appointment s Subcommittee
reported that the Subcommittee had shortlisted candidates and hoped to interview
finali sts soon (Doc #2). Discussion followed:
? The Subcommittee had given candidates a realistic expectation of the time
commitment involved with chairing the Board. Some interested candidates
appreciated this transparency and removed themselves from the proces s if
they could not meet the expectation . In declining, some candidates
expressed interest in unaffiliated board member seats.
? During the later stages of the process, the Subcommittee also considered
whether certain candidates might be suitable for the CE O role. Two
candidates were identified but they too would likely be more interested in
unaffiliated board member roles.
? The Governance Committee expressed its appreciation to Mr Wellde for his
stewardship of the recruitment process.

3 CEO Recruitment
Dagfi nn H?ybr?ten, Chair of the CEO Succession Committee reported that his
committee concluded work on the terms of reference for the CEO position and for
the external search consultant and will move as quickly as possible to identify a new
1 Attendees are listed in Attachment A

GAVI Alliance Governance Committee Meeting, 27 August 2010 FINAL MINUTES
1


GAVI Alliance Governance Committee Meeting
27 August 2010
Teleconference

FINAL MINUTES

Finding a quorum of members present 1, the meeting commenced at 1 5.53 Geneva
time on 27 August 2010. Mary Robinson chaired the meeting. The Committee
reviewed the minutes from its meeting on 15 June 2010 (Doc #1 in the committee
pack).

Decision
The GAVI Alliance Governance Committee moved to :
? Approve the minutes of its meeting on 15 June 2010

1 Consultant Performance Review
Debbie Adams, Managing Director, Law & G overnance reminded the Committee that
the Board endorsed the retention of Egon Zehnder International as external search
consultant (?Consultant?) contingent upon a satisfactory evaluation of the Consultant
by the Governance Committee. 2 To assist the Comm ittee, the Consultant provided
a self -assessment of work performed to date and the Secretariat submitted some
considerations and advice (Doc #2) . Discussion followed:
? The Consultant is competent, knowledgeable and its familiarity and ability to
begin work right away are persuasive factors for awarding the assignment to
it.

? The search should include anglophone and non -anglophone countries
(including francophone countries) in both indust rialised and developing
regions and t he Consultant should be instructed accordingly.

? As a practice, the Governance Committee should perform a full evaluation
and procurement process to guarantee full freedom of choice when awarding
assignments. As such, the Governance Committee asked the Secretary to
launch a procurement pr ocess anyway in order to diversify the Committee?s
consultancy resources and ensure full geographic coverage going forward.

Decision
The GAVI Alliance Governance Committee moved to:
? Endorse the Board?s decision to retain Egon Zehnder International as
exte rnal search consultant.
? Request the Consultant to commence the recruitment of the CEO and to
ensure the search includes anglophone and non -anglophone countries
1 Attendees are listed in Attachment A 2 See Resolution 3 of the 13 August 2010 Board Minute s

1


GAVI Alliance Governance Committee Meeting
15 June 2010
Geneva, Switzerland

FINAL Minutes

Finding a quorum of members present 1, the meeting commenc ed at 19.37 Geneva
time on 15 June 2010. Mary Robinson c haired the meeting. The Committee
reviewed the minutes from its meeting on 19 April 2010 (Doc #1 in the committee
pack).

DECISION
GAVI Alliance Governance Committee:
Approved the minutes of its meeting on 19 April 2010

1 Matters Arising ? Gender Guidelines
The Committee discussed the guidelines on the board gender balance
recommended to the Board on 17 March 2010 2 and how they would be interpreted
and implemented, particularly since the Governance Committee would consider an
exception at this meeting. The Commi ttee had agreed the new guidelines would not
come into force until the 2011 vacancie s were considered in December 2010.
2
Neither the current guidelines, nor the recommended guidelines mandate a complete
prohibition of male candidacies.
The Committee agreed further clarificat ions could be made when the Board
discussed the guidelines; and potentially at a future Governance Committee meeting
if required.
2 By-Laws ? Approving the Annual Accounts
Tim Nielander reviewed the Audit and Fi nance Committee?s recommendation to
allow the annual accounts to be approved by the Executive Committee or via no-
objection voting (Doc #2) since the Board does not normally meet during the time of
year the audited financial statements need to be approved. Discussion followed:
? The Swiss authorities signa lled that approval of the annual accounts is a core
responsibility of the Board, and th e Committee agreed. As such, the
Committee was not inclined to forward the recommendation that the Executive
Committee be deleg ated authority.

? The Governance Committee recognised t hat other organisations allow for no-
objection voting generally and that the Board?s current unanimous consent
clause
3 is difficult to exercise with a large number of board members.



1 Attendees are listed in Attachment A 2 Section 3 of the 17 March 2010 Governance Committee Minutes 3 See Section 2.7.3 of the By-Laws

GAVI Alliance Governance Committee Meeting , 19 April 2010 FINAL MINUTES
1



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

1


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 Governance Committee meeting
16-17 November 2009 Hanoi, Vietnam

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 19.12 Hanoi time on 16
November 2009. The Committee reviewed the minutes from its meeting on 5 November
2009 (Doc #1 in the committee pack).

DECISION
The GAVI Alliance Governance Committee:
Approved the minutes of its meet ing on 5 November 2009.
1 Selection of Board Vice Chair / Executive Committee Chair
The Governance Committee met twice in executive session on November 16 and 17 to
consider the nomination of the Vice Chair of the Board / Chair of the Executive Committee.

? To replace Denis Aitken when he retired, the Chair of the GAVI Alliance launched a
process of consultation with Board members. Two potential candidates were discussed:
UNICEF, represented by Saad Houry, and the Bill & Melinda Gates Foundation,
represented by Jaime Sepulveda.

? UNICEF chose to recuse itself for reasons linked to its concerns about perceived
conflicts of interest. This position, which ev olved over the consultation period, was finally
conveyed to the Chair of the Board by the UNICEF Executive Director on 16 November.

? Committee members commented on the excellent qualifications and long-term
professional commitment to vaccines that Jaime Sepulveda would bring to the position.
The Committee also welcomed the support offered by the Bill & Melinda Gates
Foundation in terms of (i) freeing up sufficient amount of Jaime Sepulveda?s time to allow
him to discharge his responsibilities in full ; and (ii) consulting with the Alliance on a
variety of matters (vaccine pricing, resource mobilisation, public advocacy, etc).

? The Governance Committee made it clear, however, that support to the Vice Chair in the
discharge of his functions would continue to be provided by the Secretariat ? as has
been the case in the past ? to avoid the possibility of potentially confusing multiplicity of
input sources into the working of the Executive Committee.

DECISION
The GAVI Alliance Governance Committee:
1.1 Nominated Jaime Sepulveda as Vice Chair of the Board and Chair of
the Executive Committee 2.
1 Participants are listed in Attachment A. 2 Following approval of Jaime Sepulveda?s nominatio n, the Governance Committee was asked by the
Board to propose a proper process to evaluate the pe rformance in the function of the Chair and Vice
Chair of the Alliance with a view to ensuring ? inter a lia ? that they act always in the sole interest of
the Alliance.

GAVI Alliance Governance Committee teleconference, 5 November 2009 FINAL MINUTES

1

GAVI Alliance Governance Committee teleconference
5 November 2009

FINAL Minutes

Finding a quorum of members present 1, the meeting commenced at 17.07 Geneva time on 5
November 2009. The Committee reviewed the minutes from its meeting on 1 June 2009
(Doc #1 in the committee pack).

DECISION
The GAVI Alliance Governance Committee:
Approved the minutes of its meeting on 1 June 2009.

1
Committee self-assessment results
Jean-Louis Sarbib, Audit and Finance Committee member, Sissel Hodne Steen, Programme
and Policy Committee Chair, and Andrew Gilchrist and Simon Page from external consultant
Egon Zehnder provided an overview of the self-assessment process for the two committees
and the results of the evaluations (Docs #2-3). The Consultants noted that the results of the
assessments should be considered in the context of rather low participation ? from both
committees. Only a minority of committee members contributed substantive comments.
Discussion followed:
? The Audit and Finance Committee assessment was straightforward. The committee
is generally satisfied that it is adequately carrying out its mandate. There were
suggestions that formal induction process would improve committee functioning. In
addition, committee members stressed the need to circulate meeting documents
sufficiently in advance to allow for adequate review. Finally, committee members felt
that this committee would benefit from a greater mix of financial and development
expertise. The value of face-to-face (or video conference) meetings was also
highlighted.
? The Programme and Policy Committee (?PPC?) assessment demonstrated that
further work is needed to better define the role of this committee vis ? vis the Board,
the Executive Committee and the Secretariat. Given the newness of this committee,
and the critical role it plays, it is understandable that its role needs further
exploration. The Governance Committee may need to consider whether the
committee?s charter accurately reflects the Board?s vision for the PPC and consider
appropriate amendments if necessary.
? Some of the lack of clarity among PPC members may be due to the legacy of the
Working Group which had played an almost operational role in the early GAVI days.
With the increased technical capacity within Secretariat and the clear technical
mandate of GAVI?s multilateral partners, it is apparent that the role the former
Working Group played has become obsolete. It will be important for the PPC to
assume its role as a fully authorised board committee, and not the successor to the
Working Group, and for it to be composed accordingly.
? The self-assessments demonstrated a need for a proper induction process for new
board and committee members. It was pointed out that the Secretariat?s orientation
process for developing country board members was excellent and so this should be
1 Participants are listed in Attachment A.

GAVI Alliance Governance Committee meeting, 1 June 2009 FINAL MINUTES

1

GAVI Alliance Governance Committee meeting
1 June 2009
Washington, DC, USA

FINAL Minutes

Finding a quorum of members present
1, the meeting commenced at 19.00 Washington time on 1
June 2009 .
2
The Committee reviewed the minutes from its meeting on 15 April 2009 (Doc #1 in the
committee pack).
DECISION
The GAVI Alliance Governance Committee:
Approved

the minutes of its meeting on 15 April 2009.
1 Nominations
Lisa Jacobs, Head of Governance listed the nominations for board and committee seats and
committee chairs (Doc #2) . Discussion followed:
? The Secretariat confirmed the USA/Canada/Australia constituency consulted internally to
identify its board candidate. The UK/Norway/Ireland constituency had done the same to
identify its alternate. In addition, the developing country board members each identified
senior representatives from within their governments to serve as their alternates. Each of
these actions was in keeping with practices used in the past to identify eligible constituency
board members.
? The Chair and Vice Chair recommended committee chair nominees by email on 9 December
2008. Each of the candidates had served in an unofficial capacity until now.
? The Chair emphasised the need to have an appropriate gender balance on the Board going
forward.

RECOMMENDATION
The GAVI Alliance Governance Committee:
1.1 Nominated
1.1.1 Agn?s Binagwaho as Alternate Board Member to Richard Sezibera until 3 1
December 2011

the following individuals to serve on the Board for the terms listed below:
1.1.2 Nejmudin Kedir Bilal as Alternate Board Member to Tedros Ghebreyesus until
31 December 2009
1.1.3 Nguyen Tran Hien as Alternate Board Member to Trinh Quan Huan until 31
December 2011
1.1.4 Gloria Steele as a Board and Executive Committee Member representing
USA/Canada/Australia until 30 June 2011
1.1.5 Paul Fife as Alternate Board Member to Gavin McGillivray until 31 December
2009.
1 Participants are listed in Attachment A. 2 As no Committee Chair had been appointed, the Board Chair served as Chair of the Meeting.

GAVI Alliance Governance Committee teleconference , 15 April 2009 FINAL MINUTES

1

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 .
2
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.
3
? 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