Board -2020 -Mtg -1-Doc 00a



G avi Alliance Board Meeting
19 March 2020
Teleconference

13.30 -15.30 Gen eva time
Quor um: 14

Document list

No. Document
00a Document list
00b Agenda
01a Declarations of interest
01b Consent Agenda : Board and Committee Appointments (To fol low)
02 Updat e on Replenishment
03 Proposed Amendments to Gavi By -laws and Governance Committee Charter
(To follow)
04 Gavi ?s Engagement on COVID -19
05 Review of decisions (No paper)
06 Closing remarks (No paper)

Board -2020 -Mtg -1-Doc 00b




G avi Alliance Board Meeting
19 March 2020
Telecon ference

13.30 -15.30 Geneva time
Quorum: 14

Agenda

Item Sub ject Action Schedule

1 Chair?s report
? Declarations of interest
? Consent Agenda 1
Ngozi Okonjo -Iweala, Board Chair
DE CISION 13 .30 -13.40
2 Update on Replenishment
Seth Berkley, Chief Executive Officer
Marie -Ange Saraka -Yao, Managing Director, R esource
Mobili sation, P riva te Sector Partnerships and Innovative
Finance
GUIDANCE 13.40 -14. 35
3 Proposed Amendments to Gav i By -laws and
Go vernance Committee Char ter
Philip Armstrong, Director, Governance
DE CISION 14.35 -14.50
4 Gavi ?s Engagement on COVID -19
Seth Berkley, Chief Executive Officer
INFORMATION 14. 50 -15. 20
5 Review o f decis io ns
Philip Armstrong, Director, Governance
15. 20 -15 .25
6 Clos ing remarks
Ngozi Okonjo -Iweala, Board Chair
15. 25 -15.30

Next meetings : 11 May 2020, Teleconference, 14.30 -16.30 GVA (Closed Session)
22 -25 June 2020, Gen eva (includes C losed Session and Board Retreat)
14 -16 December 2020, Geneva (includes Closed S ession)
---
Philip Armstrong , Director, Governance and Secretary to the Board, +41 22 9 09 6504,
parmstrong @gavi.org
Joanne Goetz , Head, Governance, +41 22 909 6544, jgoetz@gavi.org

Please note th at the Board meeting will be recorded. This recording will be used as an aid to
minute the meeting . A transcr iption of the full proceedings will not normally be made. Should a
transcription be made it will be used only as an aid to minute the meeting .
1 An y Board membe r can as k that any item be removed from the consent agenda for furth er discussion. S hould
there be any such reques t, the r elevant discussion will take place immediately preceding the Review of
Decisions.

Board -2020 -Mt g-1-Doc 0 1a




Gavi Alliance Board Meeting
19 March 2020
Teleconference
Quorum: 1 4
Declarations of Interest as of 1 9 March 2020

Declarations
Section 5.5 of the Conflicts of Interest Policy for Governance Bodies states ?Members
involved in decisio n-makin g processes on behalf o f Gavi must take appropriate action to
ensure disclosure of Interests and Conflicts of Inter est, and take the necessary action in
respect thereof.?
Section 6.2 of the Conflicts of Interest Policy for Governance Bodies further states , ?T he duty
to disclose [in 6.1 above] is a continuing obligation. This means that Members are obliged to
disclose any Interests and/or Conflict of Interest, whenever the Member comes to know the
relevant matter.?
The following declarations were made b y me mbers of the Board on their most recent annual
statements:
Board members:
Member Org anisational Interest s

Financial/Personal/Advisor Int /
Others
Ngozi Okonjo -Iweala , Chair TBD TBD
William Roedy None
US State Department, Foreign
Aff airs Policy Boar d (Me mber)
with no engage ment with USAID
Margaret ( Peggy ) Hamburg
Joint Coordinating Group for
Co alition for Epidemic
Preparedness Initiative (CEPI) ,
Chair
CEPI Board (Observer) ; Sabin -
Aspen Vaccine Sc ience and
Policy Group ; Va ccine advisory
grou p of the Wellc ome Trust ;
Scienti fic Advisory Board on
Global H ealth of the Bill & Melinda
Gates Foundation








Hele n Rees









Chair, South Africa n Health
Products Regulatory Auth ority
(SAHPRA) ; Boar d Chair, WHO
AFRO Regional Immunization
Technical Advisory Group ;
Chair, WHO International
Health Regulations (IHR)
Committee o n Polio ; Co -Chai r,
WHO SAGE Working Group
on Ebola Vaccines ; Member,
WHO SAG E Working Group
on the Decad e of Vaccines
and Global Va ccine Action
Plan ; Member, WHO SAGE
Working Group on HPV
vaccines ; Member, WHO HSV
Vaccine Advi sory Group ;
Chair, WHO STI Vac cine
None

1



Board -2020 -Mtg -1-Doc 01b
Report to the Board
19 March 2020

Section A: Introduction
One recommendation is being presented to the Board under the Consent Agenda
for consideration. Detailed information on the item can be found in the relevant
Governance Committee paper (meeting of 17 March 2020) on BoardEffect at :
https://gavi.boardeffect.co.uk/downloads/vfile/460723
Section B: Actions requested of the Board
The Gavi Alliance Board is requested to consider the following recommendation
from the Gavi Alliance Governance Committee.
Decision One ? Board and Board Committee member appointments

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

a) Ap point the following Board Members:
? Zsuzsanna Jakab as Board Member representing WHO in the seat
formerly held by Peter Salama, effective immediately and until her
successor is appointed.
b) Ap point the following Alternate Board Members:
? Kate O?Brien as Alternate Board Member representing WHO in the seat
formerly held by Princess Nothemba Simelela, effec tive immediately and
until her successor is appointed.
? Noor Kahn as Alternate Board member representing Norway on the donor
constituency anchored by Norway in the seat currently held by Lene Lothe
of Norway, effective immediately and until 31 December 2020 .
? Rafael Vilasanjuan as Alternate Board Member representing the civil
society organisations constituency in the seat formerly held by Frank
Mahoney, effective immediately and until 31 March 2022.


SUBJECT: CONSENT AGENDA : BOARD AND COMMITTEE
APPOINTMENTS
Agenda item: 01 b
Category: For Decision

1



Board -2020 -Mtg -1-Doc 02
Report to the Board
19 March 20 20


Powerpoint slides to be presented at meeting included in meeting pack.













SUBJECT: UPDATE ON REPLENISHMENT
Agenda item: 02
Category : For Guidance

Gavi

1



Board -2020 -Mtg -1-Doc 03
Report to the Board
19 March 20 20

Section A: Introduction
? At its meeting of 11 February 2020, the Governance Committee discussed the
possibility of enabling any organisation or constituency whose representative
Board member occupies the seat of Vice Chair to nominate two Alternate Board
members for the duration o f that Board member holding the seat of Vice Chair .
? The Secretariat advised that this would require a change to the Gavi By -laws ,
and , therefore , prior approval of the Swiss Supervisory Authority for
Foundations (?Supervisory Authority ?).
? The proposed draft amendments (Annex A) were shared with the Governance
Committee by email on 28 February 2020 and formally submitted to the
Supervisory Authority thereafter. Approval was confirmed in writing by the
Supervisory Authority on 5 March 2020.
? The proposed draft amendments were tabled to the Governance Committee at
its meeting of 17 March 2020, along with a consequential amendment to t he
Governance Committee Charter (Annex B) to ensure alignment with the By -
laws.
Section B: Actions requested of the Board
The Gavi Alliance Board is requested to consider the following recommendation
from the Gavi Alliance Governance Committee.
Decision One ? Board and Board Committee member appointments

The Gavi Alliance Governance Committee recommend s to the Gavi Alliance
Board that it :

a) Amend Article 2.5 of the Gavi Alliance By -laws to read as follows:

2.5 Alternate Board Members

1. Each Eligible Organisation and Eligible Constituency shall be entitled to
designate one person per Board Member as an "Alternate Board Member",
subject to the excep tional provision set out in Article 2.5.2 below . Each such
Alternate Board Member shall be entitled to act as a Board Member in lieu
SUBJECT: PROPOSED AMENDMENTS TO GAVI BY -LAWS AND
GOVERNANCE COMMITTEE CHARTER
Agenda item: 03
Category For Decision

Classified as Internal













Gavi Alliance





R?glement du 29 octobre 2008
(Modifi? pour la derni?re fois le 19 mars
2020 29 - 30 novembre 201 7 )



La version fran?aise, originale, fait foi

























Gavi Alliance





By - Laws of October 29, 2008
(Last modi fied on 19 March 2020 29 - 3 0
November 201 7 )




Traduction anglaise












Doc 03 - Annex A

Classified as Internal
ARTICLE 1 O RGANES DE
DIRECTION , D?ADMINISTRATION
ET DE CONSEIL


1. Les organes dirigeants , administratifs et
de conseil sont ceux d?crits ? l?Article 8 des
Statuts d e la Gavi Alliance (les " Statuts " ).


ARTICLE 2 LE CONSEIL
DE FONDATION


2.1 Fonctions du Conseil de Fondation

1. Les fonctions du Conseil de Fondation (le
" Conseil ") sont celles mentionn?es ? l?Article 13
des Statuts.


2.2 Composition du Conseil ? D?finitions

1. L es mot s " Membre Repr?sentatif du
Conseil " d?signe nt les repr?sentants des
institutions partenaires de la Gavi Alliance et
autres acteurs concern? s . Les Membres
Repr?sentatifs du Conseil se distinguent en
fonction de s deux cat?gorie s suiv antes : les
repr?senta nt s d? une " Organisation Eligible" et les
repr?sent a nt s d? un " Groupe Eligible" , tels que
d?fini s ci - dessous.

2. Les mots " Organisation Eligible "
d?signent l?Organisation Mondiale de la S ant?,
l?UNICEF, la Banque Internationale pour la
Reconstruction et le D?ve loppement (la " Banque
Mondiale ") et la Bill & Melinda Gates
Foundation , sauf en cas d?Avis de R?siliation par
l?une d?entre elles, conform?ment ? la Section
2.2.2. Les mots " Groupe Eligible " d?signe nt (i)
les gouvernements des pays en d?veloppement;
(ii) les gouvernements des pays donateurs; (iii)
l?industrie de s vaccins des pays industrialis? s ;
(i v) l?industrie de s vaccins de s pays en
d?veloppement ; (v) la soci?t? civile ; et (vi) les ARTICLE 1 THE GOVERNING,
ADMINISTRATIVE AND ADVISORY
BODIES


1. The governing, administrative and
advisory bodies are those listed in Ar ticle 8 of the
Gavi All iance Statutes (the " St atutes " ).


ARTICLE 2 THE BOARD



2.1 Functions of the Board

1. The functions of the Board are those
li sted in Article 13 of the Statutes.



2.2 Composition of the Board ? Definitions

1. " Representat ive Board Member " means
representatives from G avi Alliance partner
inst itutions and stakeholders. Representative
Board Members are further separated into two
categor ies: those which represent an " Eligible
Organisation " and those which represent an
" Eligib le Constituency " , both defined below.



2. " E ligible Organisation " mea ns each of
the World Health Organization, UNICEF, the
International Bank for Reconstruc tion and
Development and the Bill & Melinda Gates
Foundation, unless and until any of them provide
a Termination Notice i n accordance with Secti on
2.2.2. " Eligible Const ituency " means each of (i)
developing country governments; (ii) donor
country governmen ts; (iii) the vaccine industry
industrialised countries ; (iv) the vaccine industry
developing cou ntries ; (v) civil socie ty and (vi)
technical h ealth/research institutes , each as it may
be further described in its Selection Procedures
Doc 03 - Annex A

December 201 9 March 2020
GOVERNANCE COMMITTEE CHARTER
1. P U RP O S E
The Governance Committee (?Committee? or ? the GC ?) is established by the Board
(?Board?) of the Gavi Alliance (?Gavi?) to support the Board in fulfilling its oversight
responsibilities relating to developing and implementing sound governance policies and
practices for the Gavi Alliance. In addition, it shall serve as the ?Nominating Committee?
as defined in Article 2.4.1 of the Gavi By - laws.
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board may
request.
Words and expressions used in this Charter shall, unless the context requires otherwise,
have the meaning attributed to them in the Gavi By - laws.
2. M E M B E RS H I P
The membership , resources, responsibilities and authorities of the Committee to perform
its role effectively is stipulated in this Charter, which may be amended by the Board as
and when required or deemed necessary and is specifically governed b y Gavi ?s By - laws ,
Article 4 which govern s C ommittee member appointment , including relevant Alternates,
and Article 2.4.4 which governs C ommittee member removal and resignation , including
relevant Alternates .
A. Composition and size
The composition of the GC shall allow it to function efficiently and effectively in fulfilling
its functions and responsibilities . The composition of the GC is intended to comprise
individuals suitably competent in the affairs and issues falling within the Charter so as to
be able to provide the Board and the Secretariat with sound a dvice on matters set out in
this Charter .
The GC shall be chaired by the Board Vice Chair in accordan ce with Article 2.6.4 of the By -
laws and shall comprise up to 12 members according to the following representational
composition in addition to the Board Vice Chair and shall be chaired by the Board Vice
Chair in accordance with Article 2.6.4 of the By - laws :
Doc 03 - Annex B

March 2020
GOVERNANCE COMMITTEE CHARTER
1. P U RP O S E
The Governance Committee (?Committee? or ? the GC ?) is established by the Board
(?Board?) of the Gavi Alliance (?Gavi?) to support the Board in fulfilling its oversight
responsibilities relating to developing and implementing sound governance policies and
practices for the Gavi Alliance. In addition, it shall serve as the ?Nominating Committee?
as defined in Article 2.4.1 of the Gavi By - laws.
The Committee will review, monitor and make recommendations to the Board on the
areas within its scope of responsibilities and on any other matters which the Board may
request.
Words and expressions used in this Charter shall, unless the context requires otherwise,
have the meaning attributed to them in the Gavi By - laws.
2. M E M B E RS H I P
The membership , resources, responsibilities and authorities of the Committee to perform
its role effectively is stipulated in this Charter, which may be amended by the Board as
and when required or deemed necessary and is specifically governed b y Gavi ?s By - laws ,
Article 4 which govern s C ommittee member appointment , including relevant Alternates,
and Article 2.4.4 which governs C ommittee member removal and resignation , including
relevant Alternates .
A. Composition and size
The composition of the GC shall allow it to function efficiently and effectively in fulfilling
its functions and responsibilities . The composition of the GC is intended to comprise
individuals suitably competent in the affairs and issues falling within the Charter so as to
be able to provide the Board and the Secretariat with sound a dvice on matters set out in
this Charter .
The GC shall be chaired by the Board Vice Chair in accordan ce with Article 2.6.4 of the By -
laws and shall comprise up to 12 members according to the following representational
composition in addition to the Board Vice Chair :

Doc 03 - Annex C

1


Board -2020 -Mtg -1-Doc 04

Section A: Executive Summary
Context
? Gavi has been closely monitoring the outbreak of COVID -19 since it was
first reported. The purpose of this paper is to provide an update on the
pandemic and highlight the magnitude of risk and potential implications for
Gavi -supported countries and Allianc e operations. Based on this
assessment, it provides an approach to engaging with Gavi countries on
preparedness and gives a view to the critical questions related to vaccine
development, access and delivery for Gavi to consider.
Key areas this paper addre sses
? What is currently known about the global burden and impact of COVID -19
and the potential risks to Gavi -supported countries?
? What is the current vaccine pipeline and product development landscape?
? What are the potential risks to ongoing vaccine prog rammes in Gavi -
supported countries and what is the proposed response?
? How should Gavi engage in areas related to COVID -19 vaccine
development, access and delivery?
? What plans are in place to manage and mitigate the risks to the Gavi
Secretariat?s work in areas such as operations, governance and ensuring
current portfolio vaccine supply and implementation of Gavi programmes?
Conclusions
? The Board is asked to provide guidance on approaches to manage and
mitigate the impact of the COVID -19 pandemic on the wo rk of the Alliance
and, given Gavi?s mandate for equity and access, to provide further input as
Gavi defines its future role in COVID -19 vaccine development, access and
delivery.

SUBJECT : GAVI?S ENGAGEMENT ON COVID -19
Agenda item: 04
Category: For Information
Report to the Board
19 March 2020

1



Board -2020 -Mtg -1-Doc 06
Report to the Board
19 March 20 20

















SUBJECT: CLOSING REMARKS
Agenda item: 06
No paper