COVAX is the vaccines pillar of the Access to COVID-19 Tools (“ACT”) Accelerator. It is co-led by Gavi the Vaccines Alliance (“Gavi”), the Coalition for Epidemic Preparedness Innovations (“CEPI”), the World Health Organization (“WHO”) and the United Nations Children's Fund (“UNICEF”) (collectively referred to as “COVAX partners”). One of the principal objectives of COVAX is to promote the fair and equitable allocation of COVID-19 vaccines that are procured or distributed through COVAX (the “Vaccines”) to countries and economies participating in COVAX. To achieve such objective, the mechanism through which Vaccines are allocated must be transparent and independent.

To facilitate this process and in close coordination with COVAX partners, in January 2021 the WHO established an Independent Allocation of Vaccines Group (“IAVG”) pursuant to the WHO Regulations for Study and Scientific Groups, Collaborating Institutions and Other Mechanisms of Collaboration, and in accordance with published Terms of Reference.  

During the first phase of implementation of the Fair allocation mechanism for COVID-19 vaccines through the COVAX Facility (“COVAX Allocation Mechanism”), the IAVG considered proposals for Vaccine allocation decisions (“VADs”) prepared and submitted by the Joint Allocation Taskforce (“JAT”), composed of WHO and Gavi staff, and made validation assessments thereof.

During the second phase of the COVAX Allocation Mechanism, the role of the IAVG will be to undertake strategic monitoring of Vaccine Allocation Decisions (VADs) and to provide strategic guidance to the COVAX partners, through WHO, on the allocation of Vaccines towards achievement of the objectives set out in the COVAX Allocation Mechanism.

These Terms of Reference apply to the IAVG with effect from 1 March 2022, it being understood that the previous Terms of Reference for the IAVG will no longer apply as of that date.

I. Functions

The IAVG will have the following functions:

1. To undertake strategic monitoring of VADs made under the second phase of the COVAX Allocation Mechanism, as follows:
   • the IAVG will review the VADs relating to the first two rounds of Vaccine allocation on a monthly basis and, with respect to subsequent rounds, if satisfactory and agreed by the IAVG Chair, on a quarterly basis; and
   • the IAVG will assess the VADs against the principles and objectives set out in the COVAX Allocation Mechanism and based on a monitoring framework on vaccine allocations.
2. To provide strategic guidance to the COVAX partners, through WHO, on the following matters:
   • potential areas for improvement in the allocation of Vaccines, based on the monitoring framework referred to above, with a view to assessing the progress made toward achievement of the objectives set out in the COVAX Allocation Mechanism; and  
   • matters relating to the allocation of Vaccines, including but not limited to:
     • The implementation of the policy recommendations made by the WHO Strategic Advisory Group of Experts (SAGE) on Immunization in accordance with the principles and objectives set out in the COVAX Allocation Mechanism; and
     • COVAX allocation mechanism and processes.

II. Composition

1. The IAVG shall be composed of up to twelve (12) members, who shall serve in their personal capacities. Collectively, IAVG members should have a balance of skills, experience and expertise in the following areas:
   • global immunization and/or infectious disease epidemiology;
   • emergency public health response;
   • access to medicines and health products and its related issues in international settings and lower income countries, including relevant regulatory and legal processes;
   • immunization programmes, vaccine programme implementation and service delivery;
   • international health diplomacy, law and policy. 

In the selection of IAVG members, consideration shall be given to attaining an adequate distribution of technical expertise, geographical representation and gender balance.


2. Subject to the satisfactory completion of the process set out in paragraph 5 below with respect to any renewal of appointment, WHO will invite the IAVG members appointed for the first phase to serve as IAVG members of the second phase. Any other member will be selected jointly by Gavi, CEPI and WHO, following an open call for nomination conducted by WHO on behalf of the COVAX Partners.
   
   
3. IAVG members shall be appointed by WHO in accordance with WHO’s internal rules, regulations and procedures, to serve for a period of up to 1 year. IAVG members shall be eligible for renewal of their appointment for subsequent periods of maximum 1 year. 
   
   
4. WHO shall appoint the Chairperson from among the IAVG members. The Chairperson's functions include the following:
   • to chair the meetings of the IAVG;
   • to liaise as needed with WHO between meetings of the IAVG. 

   In appointing a Chairperson, consideration shall be given to gender and geographical representation. A Chairperson is eligible for reappointment as a member of the IAVG but is only permitted to serve as Chairperson for one term of 1 year.

5. All members of the IAVG must respect the impartiality and independence required of WHO. In performing their work, members of the IAVG may not seek or accept instructions from any Government, or from any authority external to WHO, or from any third party. When fulfilling their duties, members of the IAVG must be free of any real, potential or apparent conflicts of interest. To this end, proposed members and appointed members of the IAVG shall be required to complete, sign and return a WHO declaration of interests form and the appointment of IAVG members, or renewal of their appointment, shall be subject to the evaluation of completed forms by the WHO Secretariat, as well as to the determination by WHO that their participation would not give rise to a real, potential or apparent conflict of interest. 
   
   
6. At all times during the performance of their work for the IAVG, all IAVG members must act independently, ask relevant and critical questions, act professionally and maintain the highest ethical standards.
   
   
7. Following a determination by WHO that a proposed member’s participation in the IAVG would not give rise to a real, potential or apparent conflict of interest, the proposed member will be sent a letter by WHO inviting him/her to be a member of the IAVG. A proposed member’s appointment as a member to the IAVG is subject to WHO receiving the invitation letter, a Confidentiality Undertaking and memorandum of agreement (together “Letter of Appointment”), all duly countersigned by such proposed member.
   
   
8. Notwithstanding the requirement to complete the WHO declaration of interest form, IAVG members have an ongoing obligation to inform the WHO of any interests, real or perceived, that may give raise to a real, potential or apparent conflict of interest.
   
   
9. As contemplated in paragraph II.5. above, WHO may, from time to time, request IAVG members to complete a new declaration of interest form. This may be before an IAVG meeting or any other IAVG-related activity or engagement, as decided by WHO. Where WHO has made such a request, the IAVG member’s participation in the IAVG activity or engagement is subject to a determination by WHO that their participation would not give rise to a real, potential or apparent conflict of interest.
   
   
10. Where an IAVG member is invited to travel to an in-person IAVG meeting, WHO shall, subject to any conflict-of-interest determination as set out in paragraph II.9. above, issue a letter of appointment as a temporary adviser and accompanying memorandum of agreement (together “Temporary Adviser Letter”) to the relevant member. WHO shall not authorize travel by an IAVG member, and the IAVG member shall not undertake any such travel, until it receives a countersigned Temporary Adviser Letter.
    
    
11. IAVG members do not receive any remuneration for any work related to the IAVG. However, when attending in-person meetings, their travel cost and per diem shall be covered by WHO in accordance with its applicable rules, regulations, procedures and policies.
    
    
12. The appointment of members of the IAVG may be terminated at any time by WHO, in consultation with COVAX partners if the interests of the COVAX Partners and/or COVAX so require or as otherwise specified in these terms of reference or in the Letters of Appointment.
    
    
13. Where the position of an IAVG member becomes vacant for any reason (including, without limitation, by reason of the termination, resignation or death of the incumbent member), such position shall be filled with a replacement member selected by COVAX partners, and appointed by WHO, subject to and in accordance with the relevant provisions of these Terms of Reference. Individuals appointed to fill vacant positions of IAVG members shall hold such positions until the expiry of the term of the replaced member.

III. Operation

1. The IAVG shall normally meet four (4) times a year. However, WHO may convene additional meetings as required. IAVG meetings will normally be held virtually, via video or teleconference, but may also be held in person (at WHO headquarters in Geneva or another location, as determined by WHO).
   
   
2. The quorum for IAVG meetings shall be two-thirds of the members.
   
   
3. WHO may, at its sole discretion, invite external individuals from time to time to attend the open sessions of the IAVG, or parts thereof, as “Observers”. Observers may be invited either in their personal capacity, or as representatives from a governmental institution/intergovernmental organization, or from a non-state actor. WHO shall request Observers invited in their personal capacity to complete a declaration of interests form prior to attending an IAVG meeting. Invitations to Observers attending as representatives from non-state actors shall be subject to internal due diligence and conflict of interest considerations in accordance with the WHO Framework for Engagement with non-State actors. At the invitation of the Chairperson, Observers may be asked to present their own views or the views and/or policies of their organization, as appropriate. WHO shall request all Observers to complete a Confidentiality Undertaking prior to attending a session of the IAVG. For the avoidance of doubt, proposed Observers shall not be allowed to participate in any IAVG meetings (or to access any confidential or non-public information in connection with such IAVG meetings) unless and until WHO has first received a duly completed Confidentiality Undertaking. Observers shall attend IAVG meetings at their own expense and be responsible for making all arrangements in that regard.
   
   
4. For each of its meetings, the IAVG shall prepare a report setting forth the IAVG’s findings, observations and recommendations. Subject always to the protection of confidential non-public information, reports of IAVG meetings shall be submitted by the IAVG to the relevant authority in WHO.  
   
   
5. The IAVG shall operate by consensus. If, in exceptional circumstances, consensus on a particular issue cannot be reached, minority opinions will be reflected in the meeting report.
   
   
6. IAVG members are expected to actively participate in the IAVG-related work. IAVG members may, in advance of IAVG meetings, be requested to review meeting documentation and to provide their views for consideration by the IAVG.
   
   
7. WHO shall determine the modes of communication by the IAVG, including between WHO and IAVG members, and the IAVG members among themselves.
   
   
8. IAVG members shall not speak on behalf of, or represent, the IAVG or WHO to any third party.

IV. Secretariat

WHO shall provide the secretariat for the IAVG, including any necessary scientific, technical, administrative and other support. In this regard, WHO shall provide the IAVG members in advance of each meeting with the agenda, working documents and discussion papers. Distribution of the aforesaid documents to Observers will be determined by WHO.

V. Information and documentation

1. Any information, materials and documentation (whether in written, oral, visual, electronic or any other form) to which members and/or Observers of the IAVG may gain access in performing IAVG related activities and/or attending IAVG meetings (collectively, “Information”) shall be considered and treated by IAVG members and Observers as strictly confidential and proprietary to WHO and/or parties collaborating with it. As mentioned above, IAVG members and Observers shall be required to sign and return to WHO a Confidentiality Undertaking as a condition precedent to participating in any IAVG meetings. 
   
   
2. All IAVG members, as well as all Observers, shall abide by the confidentiality obligations and restrictions on use contained in the Confidentiality Undertaking signed by them. In addition, by counter signing the Letter of Appointment referred to in section II.7. above, IAVG members undertake to abide by the confidentiality obligations contained therein and also confirm that any and all rights in the work performed by them in connection with, or as a result of their IAVG-related activities shall be exclusively vested in WHO.
   
   
3. IAVG members and Observers shall not disclose, quote from, circulate or use IAVG documents or any other Information (as defined above) in any manner and for any purpose other than in a manner and for the purpose expressly permitted under the Confidentiality Undertaking and/or Letter of Appointment signed by such persons. In addition to and without limiting the foregoing, IAVG members and/or Observers shall not use any Information for any benefit, gain or advantage including, but not limited to, trading or having others trading in securities, giving trading advice or providing any Information to third parties for trade in securities.
   
   
4. IAVG members and Observers shall not disclose the content of any discussions and/or assessments related to their participation in IAVG meetings.
   
   
5. WHO, in consultation with COVAX partners, shall retain full control over the publication of the reports of the IAVG, including deciding whether or not to publish such reports (subject always to the protection of any confidential and/or non-publication information that may be contained therein).