Thirty-Fourth Board Meeting

Mr Kieran Daly from the Private Foundations constituency is designated as Rapporteur for the 34th Board Meeting.

<p>The agenda for the 34 ^th Board Meeting (GF/B34/01 - Revision 1) is approved.</p>

<p>1. Based on the recommendation of the Strategy, Investment and Impact Committee (the "SIIC"), the Board:</p> <p>a. Acknowledges the results and recommendations of the Strategic Review 2015 commissioned by the Technical Evaluation Reference Group (the "TERG"), as presented in GF/B34/10;</p> <p>b. Requests the Secretariat to consider the TERG's recommendations as it prepares the final strategy narrative that will be presented for the SIIC to review and recommend to the Board for approval by the first Board meeting in 2016; and</p> <p>c. Requests the Secretariat to provide the SIIC with its response to the TERG's recommendations in relation to the current strategic period.</p> <p>2. The Board also notes its appreciation for the TERG and its evaluation team for their work to commission and produce the Strategic Review 2015.</p>

<p>1. Based on the recommendation of the Strategy, Investment and Impact Committee (the "SIIC"), the Board approves the Strategic Framework 2017 - 2022, as set forth in Annex 1 to GF/B34/11, and notes the next steps of presenting further details in a final strategy narrative and on implementation planning.</p> <p>2. As such, the Board requests the Secretariat to submit the final strategy narrative through the SIIC for Board approval at the first Board meeting in 2016, taking into consideration lessons from implementing the current strategy, recommendations from the Strategic Review 2015, and additional input collected throughout the strategy development process.</p>

<p>1. Based on the recommendation of the Finance and Operational Performance Committee (the "FOPC"), the Board approves the following: </p><p>a. Corporate Work Plan and Budget Narrative 2016, as set forth in GF/B34/13; and</p><p>b. 2016 Operating Expenses Budget up to the amount of USD 305.0 million, as set forth in GF/B34/14 (the "2016 OPEX Budget"), which includes USD 16.3 million for the Office of the Inspector General's 2016 operating expenses based on the recommendation of the Audit and Ethics Committee</p><p>2. The Board requests the Secretariat to include in its periodic reporting to the FOPC on budget matters:</p><p>a. The foreign-exchange impact on the 2016 OPEX Budget, as requested by the Board in 2010 (GF/B22/DP18), tracked against budget rate;</p><p>b. Budgetary variations by type of expenses; and</p><p>c. Progress updates on the priority projects and activities outlined in the 2016 OPEX Budget. </p><p>3. The Board notes operating expenses over the 2014 - 2016 period, including the 2016 OPEX Budget, remain within the USD 900 million reserved for operating expenses at the time the Board approved the resources available for allocation over the 2014 - 2016 period</p><p> <br/><br/></p>

<ol><li><p>The Board:</p><p>a. Expresses its strong commitment to the Global Fund Fifth Replenishment (2017-2019) aimed at raising the appropriate levels of funding for implementation of the "Investing to End Epidemics" Strategy; </p><p>b. Recognizes the importance of the preparatory meeting that will take place in Tokyo in December 2015; and</p> c. Acknowledges the challenging environment for mobilizing resources, the need to continue maximizing the Global Fund's results and impact, and the initiative to maximize absorption capacity. <br/><br/></li><li>Accordingly the Board will: <br/><br/> a. Explore options to enhance its active engagement in contributing towards a successful outcome of the Replenishment, including the broadening of the donor base; and <br/><br/> b. Seek the support of high-level individual(s) who, in collaboration with the Board leadership and Secretariat, will advocate on its behalf for a successful Global Fund Replenishment.</li></ol>

<ol> <li> <p>Based on the recommendations of the Transitional Governance Committee (the "TGC"), presented in GF/B34/18 - Revision 1, the Board:</p> a. Approves, in principle, the establishment of the following three standing committees (the "Standing Committees") and each Standing Committee's respective purpose, functions, and composition: <br />i. Audit and Finance Committee to exercise the powers and perform the functions set forth in the draft charter presented in Annex 1 to GF/B34/18 - Revision 1; <br />ii. Ethics and Governance Committee to exercise the powers and perform the functions set forth in the draft charter presented in Annex 2 to GF/B34/18 - Revision 1; <br />iii. Strategy Committee to exercise the powers and perform the functions set forth in the draft charter presented in Annex 3 to GF/B34/18 - Revision 1; <br /><br />b. Endorses, in principle, the draft: <br />i. Amended and restated Terms of Reference of the Coordinating Group, as set forth in Annex 4 to GF/B34/18 - Revision 1; <br />ii. Amended and restated Bylaws, as set forth in Annex 5 to GF/B34/18 - Revision 1; and <br />iii. Amended and restated Operating Procedures of the Board and Committees, as set forth in Annex 6, revision 1, to GF/B34/18 - Revision 1; and <br /><br />c. Notes that the Standing Committees shall replace the Audit and Ethics Committee, Finance and Operational Performance Committee, and Strategy, Investment and Impact Committee upon the conclusion of the first Board meeting in 2016. <br /><br /></li> <li> <p>Accordingly, the Board requests the TGC (i) consider all potential refinements, suggested by the Board, to the charters and other core governance documents referenced in paragraph 1 above and (ii) propose final versions to the Board for approval as soon as possible to enable the Chair and Vice-Chair of the Board to launch the process for the Board to appoint the Chairs and Vice-Chairs, as well as membership, of the Standing Committees, by no later than the first Board meeting in 2016.</p> </li> </ol>

<p>1. Based on the recommendation of the Strategy, Investment and Impact Committee, the Board approves the amended and restated Market Shaping Strategy, as set forth in Annex 1 to GF/B34/17 - Revision 1 (the "Amended and Restated Market Shaping Strategy").</p> <p>2. This decision point and the Amended and Restated Market Shaping Strategy supersede Board decision point GF/B23/DP21 and the previous Market Shaping Strategy set forth in Annex 1 to GF/B23/09 - Revision 1.</p>

<p> The Board:</p><p>1. Acknowledges that there are ongoing audit and investigation by the Office of the Inspector General ("OIG") on existing Nigeria grants, which, as of the date of this decision point, has revealed evidence pointing to: (1) serious weakness in financial, supply-chain, non-health product procurement and programmatic management in individual grants at both Principal Recipient and sub-recipient levels and, despite the uncompromising efforts of the Secretariat, such weakness in certain instances has manifested in fraud and misappropriation of grant funds, and (2) country risks across the Nigeria portfolio of the Global Fund;</p><p>2. Considers that Nigeria is the most populous country in Africa and its high disease burden of HIV and TB has important impact on the global epidemics and that disengaging Nigeria or halting the launch of the new grants to Nigeria to deliver the proposed targets in the TB/HIV concept note is not a preferred option at this stage if the Global Fund is to fulfil its mission;</p><p>3. Approves the incremental funding recommended for each disease component, and its constituent grants, as listed in Table 1 of Section IV of GF/B34/ER01 ("Table 1"), provided that the Secretariat (1) pursues a full recovery, as it has done for other Nigeria recoveries and as supported by evidence, of the amounts derived from the confirmed findings and recommendations of the OIG in accordance with the Global Fund policies, (2) continues its efforts to enforce risk-mitigating mechanisms currently in place and other enhanced measures planned for new grants, and (3) duly implements all additional risk-mitigating actions agreed between the Secretariat and the OIG for the Nigeria portfolio;</p><p>4. Acknowledges that each grant approved under this decision will be implemented by the proposed Principal Recipients listed in Table 1 or any other Principal Recipient(s) deemed appropriate by the Secretariat in accordance with this decision point and other Global Fund policies;</p><p>5. Affirms that the incremental funding approved under this decision (1) increases the upper-ceiling amount that may be available for the relevant implementation period of each grant listed in Table 1, (2) is subject to the availability of funding, and (3) shall be committed in annual tranches;</p><p>6. Acknowledges that while Nigeria, through the TB/HIV concept note, has requested to access its 2014 Allocation fully, the funding recommended in Table 1 does not exhaust such allocation so as to preserve flexibility to address uncertainties and potential needs associated with a differentiated approach and OIG findings for implementing the TB and HIV programs, and accordingly that the Secretariat through a separate report to the Board may recommend further funding for Nigeria's TB and HIV programs from the country's remaining allocation; and</p><p>7. Delegates to the Secretariat authority to redistribute the overall upper-ceiling of funding available for each disease component among its constituent grants, provided that the Technical Review Panel (the "TRP") validates any redistribution that constitutes a material change from the program and related funding request initially reviewed and recommended by the TRP.</p>

<p>The Board:</p><ol><li><i></i> Approves the incremental funding recommended for each country (or, as the case may be, regional) disease component, and its constituent grants, as listed in Tables 1a and 1b of Section IV to GF/B34/ER02 (collectively, "Table 1");</li><li><i></i> Acknowledges each country (or, as the case may be, regional) disease component's constituent grants will be implemented by the proposed Principal Recipients listed in Table 1, or any other Principal Recipient(s) deemed appropriate by the Secretariat in accordance with Global Fund policies;</li><li><i></i> Approves the reinvestment of within-allocation efficiencies for the Zanzibar TB/HIV grant and its resultant total program budget, as listed in Table 2 of Section IV to GF/B34/ER02;</li><li><i></i> Affirms the incremental funding approved under this decision (a) increases the upper-ceiling amount that may be available for the relevant implementation period of each country (or, as the case may be, regional) disease component's constituent grants, (b) is subject to the availability of funding, and (c) shall be committed in annual tranches; and</li><li><i></i> Delegates to the Secretariat authority to redistribute the overall upper-ceiling of funding available for each country disease component among its constituent grants, provided that the Technical Review Panel (the "TRP") validates any redistribution that constitutes a material change from the program and funding request initially reviewed and recommended by the TRP.</li></ol>

The Board: <br/>Approves extension of the relevant implementation period for each grant listed in Table 3 of Section IV to GF/B34/ER02.

<p>1. The Board:</p> <p>a. Acknowledges the Secretariat's presentation of the mid-2015 performance assessments for the 2014-2016 Corporate Key Performance Indicator Framework, as set forth in GF/B34/08; and</p> <p>b. Notes the Secretariat's response to requests by the Board at its November 2015 meeting for additional analysis on certain indicators, including proposed management actions to improve performance, as set forth in GF/B34/ER03 - Annex 1.</p> <p>2. Accordingly, the Board:</p> <p>a. Approves the 2016 performance targets presented in GF/B34/ER03 - Annex 1; noting the revisions to the 2016 performance targets for KPI 7 (Access to Funding) and KPI 10 (Value for Money); and</p> <p>b. Directs the Secretariat to implement its proposed management actions, continue to identify lessons that can inform the next Corporate Key Performance Indicator Framework, and update the committees and the Board at their first meetings in 2016.</p>

The Board:<br/>1. Approves the incremental funding recommended for each country (or, as the case may be, regional) disease component, and its constituent grants, as listed in Tables 1a and 1b of Section IV to GF/B34/ER03 (collectively, "Table 1");<br/>2. Acknowledges each country (or, as the case may be, regional) disease component's constituent grants will be implemented by the proposed Principal Recipients listed in Table 1, or any other Principal Recipient(s) deemed appropriate by the Secretariat in accordance with Global Fund policies;<br/>3. Approves the reinvestment of within-allocation efficiencies for the Bangladesh TB and Thailand TB/HIV grants and their resultant total program budget, as listed in Table 2 of Section IV to GF/B34/ER03;<br/>4. Affirms the incremental funding approved under this decision (a) increases the upper-ceiling amount that may be available for the relevant implementation period of each country (or, as the case may be, regional) disease component's constituent grants, (b) is subject to the availability of funding, and (c) shall be committed in annual tranches; and<br/>5. Delegates to the Secretariat authority to redistribute the overall upper-ceiling of funding available for each country disease component among its constituent grants, provided that the Technical Review Panel (the "TRP") validates any redistribution that constitutes a material change from the program and funding request initially reviewed and recommended by the TRP.

<p>1. Based on the recommendations of the Transitional Governance Committee (the "TGC"), as presented in GF/B34/ER06, the Board approves:</p> <p>a. The establishment of the following three standing committees (the "Standing Committees"):</p> <p>i. Audit and Finance Committee</p> <p>ii. Ethics and Governance Committee;</p> <p>iii. Strategy Committee;</p> <p>b. The following core governance documents, which shall each become effective upon the conclusion of the first Board meeting in 2016:</p> <p>i. Charter of the Audit and Finance Committee, as set forth in Annex 1 to GF/B34/ER06;</p> <p>ii. Charter of the Ethics and Governance Committee, as set forth in Annex 2 to GF/B34/ER06;</p> <p>iii. Charter of the Strategy Committee, as set forth in Annex 3 to GF/B34/ER06;</p> <p>iv. Terms of Reference of the Coordinating Group, as amended and restated in Annex 4 to GF/B34/ER06;</p> <p>v. Bylaws, as amended and restated in Annex 5 to GF/B34/ER06; and</p> <p>vi. Operating Procedures of the Board and Committees, as amended and restated in Annex 6 to GF/B34/ER06.</p> <p>2. The Board acknowledges the Standing Committees shall replace the Audit and Ethics Committee, Finance and Operational Performance Committee, and Strategy, Investment and Impact Committee upon the conclusion of the first Board meeting in 2016.</p> <p>3. Accordingly, the Board requests the:</p> <p>a. Chair and Vice-Chair of the Board to launch the process for the Board to appoint the Chairs and Vice-Chairs, as well as membership, of the Standing Committees, by no later than the first Board meeting in 2016; and</p> <p>b. Secretariat, under the oversight of the Coordinating Group, to update any policies or prior decisions needed to align with the core governance documents approved under paragraph 1 of this decision point</p>

<p>1. The Board: <br /> a. Notes its approval of the Terms of Reference of the Ethics Officer (the "Terms of Reference") (GF/B33/EDP14); <br /> b. Notes the requirement set forth in the Terms of Reference whereby the Audit and Ethics Committee ("AEC") and the Executive Director are to jointly select the Ethics Officer, for appointment by the Board on a no-objection basis; <br /> c. Notes the AEC's delegation of authority to Claude Rubinowicz and Wendy Harrison to jointly select, with the Executive Director, the Ethics Officer for recommendation to the Board (GF/AEC12/EDP02); <br /> d. Recognizes the work of the AEC, the Executive Director and the Secretariat to select a suitable candidate for this position; and <br /> e. Accepts the joint recommendation of the AEC and the Executive Director, as set forth in document GF/B34/ER07.</p> <p>2. Accordingly, the Board: <br /> a. Approves the appointment of Nick Jackson to the position of Global Fund Ethics Officer for a three-year term which can be renewed no more than once; and <br /> b. Authorizes the Secretariat to enter into a contract of employment with Nick Jackson for an annual salary subject to the Amended and Restated Global Fund Human Resources Policy Framework, and requests the Secretariat to proceed with that process pursuant to standard Human Resources procedures. <br /><br /></p>

<p>The Board approves the Report of the 34th Board Meeting, as set forth in GF/B34/25.</p>

<p>1. The Board:</p> <p>a. Welcomes the invitation of the government of Côte d'Ivoire to host the Global Fund's 35th Board Meeting on 26-27 April 2016; and</p> <p>b. Acknowledges the recommendation of the Secretariat set forth in GF/B34/ER08.</p> <p>2. Accordingly, the Board agrees to convene the 35th Board Meeting in Côte d'Ivoire.</p><p><b><i></i></b> </p>

<p>1. The Board acknowledges that the meeting facilities needed to accommodate the 36th Board Meeting on the scheduled dates of 16-17 November 2016 will not be available in Geneva, Switzerland.</p><p>2. Accordingly, the Board agrees to convene the 36th Board Meeting in Montreux, Switzerland, as an exception to article B.6.1. of the Operating Procedures of the Board and Committees.</p>

The Board:<br/>1. Approves the incremental funding recommended for each country disease component, and its constituent grants, as listed in Table 1 of Section IV to GF/B34/ER09 ("Table 1");<br/>2. Acknowledges each country disease component's constituent grants will be implemented by the proposed Principal Recipients listed in Table 1, or any other Principal Recipient(s) deemed appropriate by the Secretariat in accordance with Global Fund policies;<br/>3. Approves the reinvestment of within-allocation efficiencies for the South Sudan TB grant and the resultant total program budget, as listed in Table 2 of Section IV to GF/B34/ER09;<br/>4. Affirms the incremental funding approved under this decision (a) increases the upper-ceiling amount that may be available for the relevant implementation period of each country disease component's constituent grants, (b) is subject to the availability of funding, and (c) shall be committed in annual tranches; and<br/>5. Delegates to the Secretariat authority to redistribute the overall upper-ceiling of funding available for each country disease component among its constituent grants, provided that the Technical Review Panel (the "TRP") validates any redistribution that constitutes a material change from the program and funding request initially reviewed and recommended by the TRP.

The Board: <br/>Approves extension of the relevant implementation period for each grant listed in Table 3 of Section IV to GF/B34/ER09.

<p>1. The Board approves the appointment of:</p> <p>a. Greg J. Ferrante as Chair of the Audit and Finance Committee;</p> <p>b. Beatrijs Stikkers as Vice-Chair of the Audit and Finance Committee;</p> <p>c. Mohamed Salah Ben Ammar as Chair of the Ethics and Governance Committee;</p> <p>d. Jan Paehler as Vice-Chair of the Ethics and Governance Committee;</p> <p>e. Dorothée Kinde-Gazard as Chair of the Strategy Committee; and</p> <p>f. Julia Martin as Vice-Chair of the Strategy Committee.</p> <p>2. The Board notes each Committee Chair and Vice-Chair appointed under this decision point shall begin their term on 1 May 2016 and serve for two years or until the appointment of their successor.</p>

<p>The Board approves the appointment of Dr. HAN Mengjie as a voting member of the Finance and Operational Performance Committee for a term that will expire on 1 May 2016, or until the appointment of his successor.</p>

The Board:<br/>1. Approves the incremental funding recommended for each country disease component, and its constituent grants, as listed in Table 1 of Section IV to GF/B34/ER12 ("Table 1");<br/>2. Acknowledges each country disease component's constituent grants will be implemented by the proposed Principal Recipients listed in Table 1, or any other Principal Recipient(s) deemed appropriate by the Secretariat in accordance with Global Fund policies;<br/>3. Affirms the incremental funding approved under this decision (a) increases the upper-ceiling amount that may be available for the relevant implementation period of each country disease component's constituent grants, (b) is subject to the availability of funding, and (c) shall be committed in annual tranches; and<br/>4. Delegates to the Secretariat authority to redistribute the overall upper-ceiling of funding available for each country disease component among its constituent grants, provided that the Technical Review Panel (the "TRP") validates any redistribution that constitutes a material change from the program and funding request initially reviewed and recommended by the TRP.

The Board:<br/>Approves extension of the relevant implementation period for each grant listed in Table 2 of Section IV to GF/B34/ER12.

<p>Based on the Audit and Ethics Committee recommendation, set forth in GF/B34/ER13, the Board authorizes the appointment of KPMG SA as the Global Fund's external auditor for an initial three year term beginning with the 2016 fiscal year.</p>

The Board:<br/><br/>1. Approves the incremental funding recommended for each country disease component, and its constituent grants, as listed in Table 1 of Section IV to GF/B34/ER14 ("Table 1");<br/><br/>2. Acknowledges each country disease component's constituent grants will be implemented by the proposed Principal Recipients listed in Table 1, or any other Principal Recipient(s) deemed appropriate by the Secretariat in accordance with Global Fund policies;<br/><br/>3. Acknowledges the original grant duration, manifested in the form of either the implementation or budgeted period, of each country disease component and its constituent grants listed in Table 2 of Section IV to GF/B34/ER14 ("Table 2") is shortened according to the operational flexibility granted to the Secretariat pursuant to GF/B31/DP09.<br/><br/>4. Approves the reinvestment of within-allocation efficiencies for the Congo (Democratic Republic) malaria grant and its resultant total program budget, as listed in Table 2;<br/><br/>5. Approves the additional incremental funding and implementation period recommended for Mozambique malaria disease component and its constituent grants, as listed in Table 2, based on the available funding that the Finance and Operational Performance Committee (the "FOPC") validated pursuant to GF/FOPC17/DP02;<br/><br/>6. Affirms the (additional) incremental funding approved under this decision (a) increases the upper-ceiling amount that may be available for the relevant implementation period of each country disease component's constituent grants, (b) is subject to the availability of funding, and (c) shall be committed in annual tranches; and<br/><br/>7. Delegates to the Secretariat authority to redistribute the overall upper-ceiling of funding available for each country disease component among its constituent grants, provided that the Technical Review Panel (the "TRP") validates any redistribution that constitutes a material change from the program and funding request initially reviewed and recommended by the TRP.

<p>The Board:</p><p><br/>Approves extension of the relevant implementation period for each grant listed in Table 3 of Section IV to GF/B34/ER14.</p>

<p>1. The Board notes its January 2016 approval (GF/B34/EDP07) of the amended and restated Operating Procedures of the Board and Committees, which become effective upon the conclusion of the 35th Board Meeting in April 2016.<br /><br />2. Based on the recommendation of the Transitional Governance Committee, the Board approves the amendments to Articles 15, 16, 20, 22 and 36 of the Operating Procedures of the Board and Committees, as set forth in Annex 1 to GF/B34/ER15 (the "Amended Provisions"), which become effective upon the date of this decision and will be incorporated into the amended and restated Operating Procedures of the Board and Committees.</p>