Search:
 

Joint GAVI Alliance & Fund Board meeting

26 February 2008

Expand All | Contract All

1. Health systems strengthening

Julia Watson from the UK Department for International Development (DfID) and a member of the HSS task team delivered a report and request to increase the budget window for GAVI’s Health Systems Strengthening (HSS) support. The presentation followed a previous request to the boards in November 2007, at which time the boards requested comprehensive HSS disbursement profile and further information on risk assessment. Discussion followed:

  • The Boards noted that the process followed since November had been robust, resulting in a thorough analysis and risk profile and three well-considered options. In the future, however, it would be helpful if the experts providing the analysis to the boards present a clear recommended option, along with an explanation of the pros and cons of each option.
  • The Boards acknowledged that GAVI is in the business of taking acceptable, well-conceived risks. While there are risks involved with HSS, there is also a significant risk of not achieving GAVI’s mission because of insufficient support to health systems.
  • In considering the options, the boards stressed the principles of equity and predictability. Too many children are denied access to basic vaccines not only because of insufficient investment in health systems but because these investments can be unpredictable. Countries must be able to do forward-planning.
  • A decision to increase the HSS budget window to allow all countries to apply for a first round of HSS funding, and three countries (Pakistan, Rwanda and Sierra Leone) to apply for a second round of HSS funding, does not commit GAVI to fund all requests, nor does it commit GAVI to any future funding requests for HSS.
  • The boards will need further information on how round one funds are spent and obtain evidence that HSS is working through a clear, well devised assessment which is scheduled to take place 2009-2010. As yet, we have no results assessment against which to make the determination as funds only just began to flow to countries fairly recently.
  • Clear guidelines for round two applications are essential; guidelines should include requirements for information on how countries are incorporating HSS funds into their own budgets, how funds are being audited.
  • In future analyses of HSS disbursements, it will be important to distinguish the amounts GAVI disburses to countries from the amounts actually disbursed and spent within countries.
  • Rigourous monitoring and evaluation mechanisms must be in place to ensure accountability. The HSS task team should submit a proposal at a future meeting to increase the board’s confidence that the monitoring process will be sufficient to assess the impact of HSS.

DECISIONS

The GAVI Alliance Board:

Approved an increase in the GAVI Health Systems Strengthening window by US$ 300 million, allowing all countries to apply for one round, and three countries (Pakistan, Rwanda and Sierra Leone) with planning cycles ending in December 2009, to reapply for one additional round of funding. This decision is taken with the understanding that the above considerations will be addressed.

DocumentsPresentations
2. Governance
Statutes

Sigrun Møgedal from the Norwegian Ministry of Foreign Affairs and the convener of the joint GAVI Alliance and Fund Transition Committee presented the Committee’s recommendation for the statutes of the new GAVI entity. Discussion followed:

The boards considered each article in the proposed statutes and in particular articles 9 (“Composition of the Board”), 10 (“Appointment of Board members”), and 15 (“Board Decision-making”). The Secretariat was requested to revise the statutes according to the discussions (attached as Annex 1).

Equity and transparency in terms of the appointment of all board members – including representative and unaffiliated members – is important. The Governance Committee of the new entity should act as the mechanism for ensuring the proper application of the processes for the appointment of Board members. Also, as GAVI evolves, it is important to find board member candidates with the right skill sets and the time necessary to devote to board work. Therefore it was suggested that the concept of permanent seats should not be considered in GAVI’s statutes or by-laws.

The purpose statement (Article 2) should use the term “poorest countries” as opposed to “developing countries”. Whichever term is used, any changes to the portfolio of GAVI-eligible countries would require a specific decision of the Board.

The Board considered a variety of voting options for board decision-making including one proposed by donors for double qualified voting, applicable only to a limited number of sensitive issues (in the unlikely and exceptional event of not reaching a consensus). The Transition Committee felt that this would be difficult to implement. Some board members noted that it would be unthinkable to use the voting mechanism to move in a direction which is not agreeable to the donors, the source of GAVI’s funding. In the end, in order to preserve the nature of alliance and to protect against creating different classes of board members, the boards decided that the new board will aim for consensus on all decisions. If consensus cannot be reached, a two-thirds majority of all board members should decide, with each voting board member present having one vote. Furthermore, any changes to the statutes would require a two-thirds majority of all voting Board members.

DECISIONS

Agreed that the GAVI Alliance entity in Switzerland would be a Swiss foundation.

Agreed that the existing GAVI Foundation would be adapted and used as the GAVI Alliance entity.

Agreed that the Statutes, as finally agreed at this meeting and attached in Annex 1, are approved.

Requested the GAVI Foundation to adopt the Statutes and authorised the Secretariat to file the Statutes with the Swiss Supervisory Board and relevant tax authorities to seek approval and confirmation of the charitable tax status for the GAVI Foundation in Switzerland and the United States.

Requested the GAVI Foundation to change its name to the “GAVI Alliance”.

Requested the GAVI Foundation to file an application for international institution status for the GAVI Alliance.

Executive Committee

Dr Møgedal presented the Transition Committee’s recommendation for the composition and operation of the new GAVI Alliance Executive Committee. Discussion followed:

The Transition Committee recommended an EC comprised of nine voting seats and one non-voting seat, as follows: six seats for representative board members, three seats for unaffiliated board members and one non-voting seat for the CEO. In the discussion there was agreement that the EC should be small enough to be effective, but there were different views on the optimal number of members. Many board members agreed with the Transition Committee recommendation of nine voting seats plus one non-voting seat for the CEO.

The Transition Committee had concluded that any increase in composition beyond 9 voting members would create challenges in allocating seats, as multiple constituencies could make claims for representation. For example, government donors, developing countries and civil society could all make a case for additional seats.

Industrialised country industry also made a case for a separate seat on the EC, noting its very different dynamics, skills, capabilities and divergent views to that of the vaccine industry from developing countries. In the event that this is not possible, industry propsed a shared seat with developing country industry if the non-voting member would be copied on all correspondence, could attend relevant meetings and also speak during EC discussions.

WHO noted that it would prefer generic descriptions for all representative seats.

The Governance Implementation Committee (see section 7, Next Steps) was asked to take into consideration all requests for increased representation, as well as arguments about the optimal size of the EC, in its deliberations about finalising the initial composition of the EC.

The Transition Committee recommended that the EC chair of the new GAVI entity aim for consensus on all decisions. If there is no consensus, a two-thirds vote would be required for a decision, with each EC member having one vote. Decisions made without consensus would be communicated to the board chair who would determine whether implementation of the decision should be postponed and presented to the full board. This will be noted in the by-laws. Conversely, the EC should be efficient and should not delegate everything upward.

As the Transition Committee recommended, systems are needed to ensure transparency in EC operations and proper oversight of the EC by the board. The board will decide what it will delegate to the EC. In addition, power should be distributed across the entire committee structure to ensure confidence with the structure and contributions from all board members.

Role of Alternates

The boards discussed the Transition Committee’s recommendation on the role of alternates:

The Transition Committee recommended that members of the EC must be board members and not alternates with an exception for the multilaterals and the Gates Foundation, who would have the option for a top official to represent the organisation on the board, and for a high-level individual (with the required skills and time commitment) to be elected as a named ‘deputy’ to serve on the EC.

Some board members proposed that other constituencies should be able to name alternates to represent them on the EC. For example, some donor governments suggested that alternates should be allowed on the EC considering their role in providing the resources needed for GAVI to operate. Developing country board members noted that it would be difficult for ministers of health to have the requisite time to serve on active committees such as the EC.

Other board members supported the Transition Committee recommendation that only board members should be named to the EC, noting the importance of continuity in decision-making. It was also observed that the fiduciary duties and possible liabilities of alternates needed to be taken into account.

Other Committees

The boards discussed the Transition Committee’s recommendation regarding board committees:

The board did not discuss in depth the Transition Committee recommendations and requested the Governance Implementation Committee to finalise the committee structure, following the direction set out in the paper and based on follow-up consultations with board members.

In order to ensure efficiency of operations, each committee needs to have a clearly defined and distinct role so that there are no overlapping functions.

While some committees would report to the board and others to the EC, it was noted that the board would have general oversight of all committee work.

Committee members will need to be able to invest the time necessary to fulfil their responsibilities as committee members.

Some board members requested more clarity on the reporting lines and composition of the Programme and Policy Committee.

Programme and policy development

The boards did not discuss in depth the Transition Committee’s recommendation on programme and policy development.

The Governance Implementation Committee should finalise the process for programme and policy development, following the directions set out in the paper and based on follow-up consultations with board members.

Next steps

The boards recognised that a huge effort has been made and is resulting in an emerging structure with fewer ambiguities. The boards agreed on the following:

  • The Transition Committee will hand over to a newly constituted Governance Implementation Committee. The membership of this Committee would be agreed through a consultative process between the two board chairs and the convener of the Transition Committee, Sigrun Møgedal. The Governance Implementation Committee should make certain to consult with the other board members before making recommendations.
  • The two chairs and Sigrun Møgedal will outline specific responsibilities of the Governance Implementation Committee. (Specific responsibilities for Board oversight of next steps are under discussion as of this writing.)

  • The boards consented to the following timeline:
    • By May:
      • Agreement on draft by-laws (with final board approval in June)
      • A slate of proposed proto-board membership

    • By June:
      • The joint boards would meet, as a “proto-board”
      • The existing GAVI Foundation board members would resign, effective 1 January 2009
      • Proto-board members would be appointed as the new GAVI Alliance Board, effective 1 January 2009
      • The Fund Board would approve the transfer of assets and liabilities, whether by grant or merger
      • The by-laws would be approved
      • Committee members would be appointed, and start operations (albeit unofficially) in second half 2008

    • By October: meet as Proto-board and Committees
      • Approval of new administrative platform

    • On 1 January 2009
      • New GAVI Alliance Board legally operational
      • New administrative platform operational

Documents