Global HIV Vaccine Enterprise Board Meeting Minutes. 26 September :00 to 21:00 EDT. Omni Hotel at CNN Center 100 CNN Center Atlanta, GA 30303

Transcription

1 Global HIV Vaccine Enterprise Board Meeting Minutes 26 September :00 to 21:00 EDT Omni Hotel at CNN Center 100 CNN Center Atlanta, GA AGENDA Time Agenda Item Action Documents 19:00 19:30 Dinner Walnut Room 1 19:30 19:40 Review of Action Items from Last Meeting 2 19:40 20:05 Financial Update: Budget toactuals to Date Cynthia Hallenbeck Kevin Quist 3 20:05 20:20 Proposed 2011 Enterprise Budget and AIDS Vaccine 2011 Budget 4 20:20 20:35 Review of IRS Form 990 nonfinancial sections Cynthia Hallenbeck 5 20:35 20:40 Governance 1. Meeting information and agenda 2. Enterprise Board Meeting Action Items 3. Enterprise financial report 4. Enterprise Budget Summary AIDS Vaccine Conference Budget Summary Form 990 Non Financial Components 6 20:40 20:50 Biannual Board Membership Vote José Esparza For Approval 7. Board Member Re election Form 7 20:50 20:55 Other Business Future Meeting Date: 6 April :55 21:00 Executive Session Executive Director Performance Evaluation Discussion Discussion 8. Executive Director narrative and matrix

2 Participants: 1. Dr. José Esparza, Enterprise Board Acting President 2. Ms. Cynthia Hallenbeck, Enterprise Board Secretary and Treasurer 3. Dr. Margaret (Peggy) Johnston, Enterprise Board Honorary Member 4. Mr. Kevin Quist, Partner and Executive Vice President, BTQ Financial (by teleconference) Global HIV Vaccine Enterprise : 1. Dr. Alan Bernstein, Executive Director 2 Ms. Jennifer Brunet, Manager, Communications (rapporteur) 3 Ms., Senior Director, Operations & External Affairs Summary: Dr. José Esparza chaired the meeting. 1. Review of Action Items from Last Meeting (Ms. ) Dr. José Esparza asked the Board to review the outstanding action items outside of the meeting in the interest of time. 2. Enterprise Financials (Mr. Kevin Quist, BTQ Financial) Mr. Kevin Quist, Executive Vice President, BTQ Financial (BTQ), provided an overview of the current state of finance and operations, noting that the is in a strong financial position. He informed the Board that the financial audits are complete including the A133 report, which is clean. He also noted that the Operations budget for the and the AIDS Vaccine conference 2011 budgets were drafted and that funder year end reports are underway. Mr. Quist informed the Board that the will be finalizing the proposed federal Indirect Cost Rate for operations. This rate has not yet been approved and is pending review of the recent financial audit. Mr. Quist also noted that the Internal Revenue Service (IRS) Form 990 will be sent to the Board on in October and submitted to the IRS by 15 November. Mr. Quist informed the Board that the majority of National Institutes of Health (NIH) 2008 and 2009 vouchers have been submitted and the has been paid. The will submit additional vouchers upon receiving approval to include staff domestic travel, the Indirect Cost Rate and determination of the percentage of staff responsibility (administrative versus programmatic) on the Direct Labor Voucher. Mr. Quist reviewed the year to date financials (through July 2010) and noted that there will be a variance in the overall budget due to the delayed publication and implementation of the 2010 Scientific Strategic Plan. He also cited the vacant position for Senior Director of Science as contributing to the variance. Mr. Quist noted that the will be under contract revenue and will use less of The Bill & Melinda Gates Foundation grant than anticipated. He pointed out that 2010 was still a year for establishing the Enterprise and that over time there will be less variance in the budget. 2

3 3. Proposed 2011 Enterprise Budget and AIDS Vaccine 2011 Budget (Ms. ) Ms. Ozaeta reviewed the major variances between the 2010 and 2011 operations budget providing a brief explanation for each. She informed the Board that projected spend for salaries and wages as part of professional services is lower in 2011 due to recalculation of the Director of Science salary. She also noted that this is inclusive of a cost of living increase for all members and a merit increase for select individuals. One Board member asked how the arrived at these percentages as they seemed higher than those granted to employees by most non profits. Ms. Ozaeta informed the Board that these increases are in fact in line with the compensation increase and merit structure at AVAC, IAVI and data from compensation surveys. Ms. Ozaeta will send the Board the comparative information from AVAC and IAVI. A Board member offered to provide data from The Gates Foundation and Robin Hood Foundation to ensure alignment. Ms. Ozaeta will add salaries and wages as an agenda item for the 20 October teleconference. Ms. Ozaeta also noted another variance in the Governance budget. An increase in the 2011 budget was attributed to the cost of engaging a governance structure consultant. Ms. Ozaeta reviewed other operational expenses and pointed out that management training, including professional development and a staff retreat, had been added to the budget. The Board discussed Council s role in reviewing and approving the budget. Ms. Ozaeta reminded the Board that it is not in the bylaws of the Council to approve the budget, but the budget can be shared with Council for information and input, not approval. The Board agreed to revisit the operations budget after the 27 September Council meeting, which will determine the programmatic activities of the Enterprise in It was too premature to vote on the budget before this discussion. Ms. Ozaeta will add budget approval to the agenda for the 20 October Board teleconference. Ms. Ozaeta updated the Board on the AIDS Vaccine 2011 conference budget and noted that it will be presented on 1 October to the AIDS Vaccine Steering Group. Ms. Ozaeta noted that the cost per person has decreased somewhat for She informed the Board that the 2011 Local Host estimated a budget for 1500 participants. The Board agreed that it will be difficult to get enough sponsors to cover the costs of a conference for 1500 participants and that many U.S. and European scientists may not have travel funds to attend a meeting in Thailand. One Board member highlighted the importance of promoting regular attendance at AIDS Vaccine conferences and noted that if the Enterprise were to host a 1500 person conference in Bangkok, delegates would likely be one time attendees. The Board agreed that the AIDS Vaccine conference budget should be capped. That budget should determine the number of attendees. Most Board members will participate in the AIDS Vaccine Steering Group meeting on 1 October and will have the opportunity to vote on the budget then. 4. Review of IRS Form 990 non financial sections (Ms. Cynthia Hallenbeck) reminded the Board that the Form 990, while a legal requirement, is a marketing document and that the Board should review the document from this perspective. The Board agreed to add a list of founding members of the Enterprise to the form and to clarify that the Enterprise includes organizations, not individuals. The will send the updated Form 990 with feedback incorporated and final numbers to the Board. 5. Governance (Ms. ) Ms. Ozaeta asked the Board for comments on the BoardSource (consultant) proposal, which puts forth recommendations to address issues related to Enterprise governance. Board members asked about the process for developing these recommendations and information gathering. Ms. Ozaeta replied that BoardSource would interview 35 individuals: all Council members, some members of the Science Committee, the Enterprise and representatives from stakeholder organizations. Throughout the process, BoardSource will 3

4 collaborate closely with a governance restructure subcommittee of Council identified by the and approved by Council. One Board member noted that other organizations are looking at the Enterprise structure as a model, so it is important to get the governance structure right. Another Board member asked for additional proposals considering that BoardSource is contracted by The Gates Foundation and to ensure that there does not appear to be a conflict of interest. Dr. Alan Bernstein informed the Board that the had interviewed two consultants from BoardSource and selected one of the two. He also asked the Board to consider the time required to obtain another proposal versus proceeding with an existing proposal from a recommended organization. One Board member disagreed with the approach and asked the to request a proposal from Bridgespan, a competing consultancy. The Board also asked the to request a consultant recommendation from Dr. Helene Gayle. 6. Biannual Board Membership Vote (José Esparza) Dr. Esparza asked Ms. Ozaeta to explain the bylaws regarding membership. Ms. Ozaeta explained that Board membership is renewable every two years. Dr. Bernstein informed the Board that Prof. Peter Piot has submitted his resignation due to demands on his time given his new position. His resignation is effective 30 September; therefore, a new re election form will be signed at the 20 October meeting to note the change. 7. Other Business Dr. Bernstein asked the Board to consider the process to identify a new Chair of the Enterprise Council and President of the Board and asked that this process be initiated as soon as possible. The Board discussed the possibility of a rotating Chair. Dr. Esparza informed the Board that it is the responsibility of the Enterprise Nominating Committee, comprised of Prof. Jean François Delfraissy, Mr. Mitchell Warren and himself, to solicit nominations from Council. Further, he noted that only members of Council can be nominated, although Council can nominate and vote in simultaneously an individual for membership in the Council. The Board agreed that Dr. Esparza would solicit nominations from Council and work with the Nominating Committee on a short list of finalists for Council s vote. The Board agreed that Dr. José Esparza should be asked to serve as acting chair of the Enterprise Council and President of the Board until a permanent Chair/President is identified. Dr. Esparza agreed and will lead the Nominating Committee in the process to identify a permanent Chair immediately. updated the Board on D&O insurance and indicated that the final determination would be made during the 20 October teleconference. The will add this to the agenda. updated the Board on the expense of the financial audits and asked the Board to consider granting the accountants additional payment. Ms. Ozaeta indicated that this was the first she had heard of the request and asked to discuss the proposal with at an alternate time as there were additional issues that may not be familiar with. and Ms. Ozaeta will discuss and update the Board. noted that she and the are still working with the auditors on next steps surrounding the Public Support Test and will update the Board during the 20 October teleconference. Ms. Ozaeta thanked the Board for submitting their Conflict of Interest forms and noted that Prof. Piot is the only outstanding Board member to submit the form. Dr. Bernstein indicated that Prof. Piot should submit the form as he was active in Dr. Bernstein asked the to send Prof. Piot an reminder. The Board then moved into the Executive Session to discuss Dr. Bernstein s performance evaluation matrix. 4

5 Action Items and Decisions Action Items Responsible Status Send the Board updated Form 990 with financials in advance of 20 October teleconference. Send the Board the comparative information from AVAC and IAVI to inform salaries and wages discussion during the 20 October budget vote. Provide data from The Gates Foundation and Robin Hood Foundation for salaries and wages discussion during 20 October teleconference. Approach Bridgespan and request proposal for governance reorganization/restructuring. Approach Dr. Helene Gayle to request recommendation for additional consultant for governance reorganization/restructuring. Sign new re election form during 20 October meeting to note the change in membership of Prof. Piot. Solicit nominations from Council and work with the Nominating Committee on a short list of finalists for Chair/President for Council s vote. Discuss accountants request for additional payment surrounding financial audits and update the Board. Prof. Piot requesting signed Conflict of Interest form. Dr. Esparza and Ms. Ozaeta In progress Rescheduled for later meeting In progress Add the following items to the 20 October teleconference agenda: discussion of 2011 salaries and wages; discussion and vote on 2011 operations budget; discussion and vote on D&O insurance; update on Public Support Test; discussion of accountants request for additional audit payment. Decisions Dr. José Esparza to serve as acting chair of the Enterprise Board until a permanent chair is identified. The AIDS Vaccine conference budget should be no larger than $1.5M. 5