GAVI Governance Study Rationalising GAVI Alliance and Fund governance structures

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GAVI Governance StudyRationalising GAVI
Alliance and Fund governance structures
Geneva, 12th May 2007
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Agenda

• Introduction
• Principles of good governance
• The GAVI story so far
• Feedback from initial consultations
• GAVIs governance issues

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Context of the study
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• GAVI has developed into a successful global
  health public private partnership
• wide range of public and private stakeholders
  with a shared mission
• draws on best management practices of public and
  private sectors
• Rapid growth in scale and scope of activities and
  funding
• Aim of study an effective governance platform
  for the GAVI Alliance and Fund

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Project work plan
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What is governance?
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Governance is the system by which organisations -
whether incorporated and unincorporated - and
programmes are directed and controlled.
Principles of good governance

• Clarity about roles, responsibilities and powers
  of stakeholders, board members, executive team
  etc.
• Clarity about delegated authority and
  accountability
• Legitimate and balanced representation of
  interests

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Principles of good governance (contd.)
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• Clear mechanisms for decision making and for
  resolving differences of view
• Appropriate size and composition of boards and
  mechanisms for appointments
• Effective oversight and performance management of
  executive team
• Timely, accurate and appropriate reporting to
  boards and stakeholders
• Procedures to deal with conflicts of interest

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GAVI story so far
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• Started as unincorporated informal Alliance -
  important role for working group
• GAVI Fund a US 501(c)(3) not-for-profit company
  created to support fundraising and advocacy.
  Legal person necessary to mobilise new sources
  of finance and enable innovation
• Rapid growth more donors, more funding and
  widening of role
• Shift in nature of GAVI from informal partnership
  to more formalised partnership entity
• Major increase in size and the role of
  Secretariat. Convergence of Alliance and Fund
  management with one CEO/ Executive Secretary
• Increased reliance of multilateral technical
  partners on GAVI for funding

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GAVI is now organisationally complex
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Feedback from initial consultations
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GAVIs strengths should be preserved and include
collegiality and shared ownership, ability to
innovate, and success in leveraging partners
expertise
The division of programmatic and fiduciary
responsibilities between the Alliance and Fund
creates potential problems
Feedback from initial consultations
High costs of governance considerable burden on
the Secretariat
Governance structures are complex and need
clearer definition of roles, powers,
responsibilities
Inherent conflicts of interest in the multiple
roles of the GAVI Alliance multilateral partners
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Feedback from web survey
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4 Excellent Good Fair
Poor
Governance Principles
Web-survey Questions
Averagescore
Representation of civil society and developing
countries is quite weak
Need for clarity in roles of boards, ECs,
Secretariat, multilateral partners and committees
Delegation of authority should be accompanied by
strong oversight mechanisms
The size/ composition of the boards is too large.
Even the joint EC meetings are unwieldy
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Feedback from web survey
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4 Excellent Good Fair
Poor
Governance Principles
Web-survey Questions
Averagescore
Any conflicts or differences of opinion are
diverted rather than resolved
Need for coherent lines of accountability and
performance management
Need for more regular management/ financial
reporting. Some feel they are flying blind in a
multi-billion dollar charity

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GAVIs governance issues
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• Roles, powers and responsibilities vertical
  relationships - e.g. stakeholders, boards,
  Secretariat, advisory committees, working group
  etc.
• Roles, powers and responsibilities horizontal
  relationships between GAVI Alliance and Fund
• Participation in GAVI governance
• Conflicts of interest
• GAVI organisation structure
• Other governance issues

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Roles, powers and responsibilities vertical
relationships
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• Our impression - and the results of the
  web-survey - suggest that there is lack of
  clarity about who is responsible for various
  roles, who is empowered to take decisions and to
  whom each tier is accountable.
• E.g. stakeholders, boards, board committees,
  Secretariat, working group etc.
• Is this a shared view?
• If so, it may be important to clarify and codify
  roles, powers and responsibilities in vertical
  relationships.

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Roles, powers and responsibilities horizontal
relationships between GAVI Alliance and Fund
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• There is a clear impression that the roles,
  powers and responsibilities of the Alliance and
  Fund, to whom they are accountable and the
  relationship between them is unclear.
• Currently, the Alliance board is concerned
  primarily with programmatic issues and the Fund
  with fiduciary oversight. Is this separation of
  responsibilities sustainable in future?
• Appears to have resulted in significant
  governance issues e.g. Fund Board not approving
  work plan/ budget funding in November 2006.
• Is this a shared view?
• If so, it may be important to clarify and codify
  the relationship between the Alliance and Fund.

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Participation in GAVI governance
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• Some stakeholders are board members and some are
  not. The number of stakeholders in GAVI has
  grown rapidly. Do all stakeholders have adequate
  opportunity to influence strategy, policies and
  programmes?
• Web-survey suggests current size of the boards is
  too large to allow effective oversight of GAVI
  operations. Is this a shared view?
• The Alliance and Fund Board have different
  types of membership. Alliance board members
  represent their constituencies/ institutions.
  Fund board members act in their individual/
  independent capacity subject to the rules of
  501(c)(3) company. They have different
  accountability.
• What are the pros and cons of retaining these
  different parallel governance arrangements?

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Conflicts of interest
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• Some Alliance partners participate in decision
  making about programmes, work plans and budgets
  and also receive funds as technical
  implementation partners.
• Some have expressed concerns about conflict of
  interest. In other institutions, the potential
  conflicted party declares an interest,
  contributes to the debate but does not
  participate in decision making.
• Is this an issue that needs to be addressed in
  GAVI?

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GAVI organisation structure
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• GAVI Alliance is an informal partnership
  operating in parallel with the corporate GAVI
  Fund from which it receives substantial funding.
• GAVI Fund must be retained to enable e.g. IFFIm,
  AMCs and to manage partners risk and liability.
• There are constraints on multilateral partners
  being members of corporate, not-for-profit
  organisations.
• Is it a shared view that the roles,
  responsibilities and accountabilities of the
  Alliance and Fund need to be better aligned?
• What are the pros and cons of bringing all of
  GAVIs activities within a single entity?

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Other governance issues
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• We intend to work closely with the consultants
  reviewing GAVIs hosting arrangements.
• One aim of today is to find out from you if there
  are other governance issues that we should
  address.

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GAVIs governance issues
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• Roles, powers and responsibilities vertical
  relationships - e.g. stakeholders, boards,
  Secretariat, advisory committees, working group
  etc.
• Roles, powers and responsibilities horizontal
  relationships between GAVI Alliance and Fund
• Participation in GAVI governance
• Conflicts of interest
• GAVI organisation structure
• Other governance issues