Investment Review Committee Terms of Reference

The following are the Terms of Reference for the Digital Square Investment Review Committee.

Background

In order to foster competition in alignment with funder expectations, Digital Square releases solicitations through a Notice (also referred to as an Open Application Process Solicitation), which provides capable entities the opportunity to submit applications for evaluation and selection of the successful applicant(s).

For a Notice, applicants publicly post concept notes and applications on the Digital Square Open Application Platform, providing applicants the opportunity to find collaborators and provide and receive feedback from peers.

Digital Square will continue to use an Open Application Platform to facilitate investments in global goods. Details of the global good investments approved and funded to date can be found on the Digital Square Dashboard for Donors.

PATH, as an organization, and Digital Square, as an initiative, are committed to the requirements of our donors as well as our own procurement and selection policies. To that end, we will strive to maintain a fair, free, and equitable competitive process for any release of funds through Digital Square to facilitate investments in global goods and other related digital health investments.

The Digital Square Board has been a thought leader in shaping Notices for global goods which have been released through the Open Application Platform. The Board has used its lens to ensure the Notices align with the Digital Square mission and vision. In the April 2019 meeting, the Digital Square Board determined a need for a separate review committee for application review and recommendations. The determination was made due to the technical nature of many of the applications and recognition that a specialized subcommittee with a digital health technical background and skillset, to be named the Investment Review Committee (IRC), is needed for informed approval of applications.

Purpose of the Investment Review Committee

The Digital Square IRC is an extension of the Board and is committed to delving deeper into the technical content of the applications. The IRC will represent Governing Board priorities during the Notice process. The IRC will not participate in non-Notice Requests for Applications released through the Open Application Platform. The IRC will consist of a target of 4 individuals, with a ceiling of 8. The IRC will, along with the Peer Review Committee (PRC), help drive technical alignment for Digital Square Investments in Global Goods.

Roles and Responsibilities of the IRC

The timeline for a Notice process ranges from 3 to 6 months, and IRC members must perform key activities during this period1. The IRC provides technical review and direction throughout the lifecycle of a Notice. While IRC provides technical recommendations to the Board, the final vote on global goods investments resides with the Board. The following are outlined as the roles and responsibilities of IRC members aligned with the solicitation process:

Preparation Phase

Solicitation Preparation

Digital Square releases up to two Notices per year through the Open Application Platform. The content in each Notice is determined in partnership with the investor(s) of the Notice and the Digital Square Technical Director. The IRC will also play a role in the design and finalization of the Notice. The IRC will inform the design by participating in one or more (virtual) meetings as requested with the Digital Square Technical Director, or appropriate delegate. During this call, the Technical Director will provide an overview of the intended investment, illustrate its alignment with the Digital Square investment roadmap, and update the IRC on discussions with investors in the Notice to date. The IRC will provide feedback on the scope of the Notice solicitation(s) and help re-align as needed, bridging their technical expertise of global goods and the state of global digital health goods scale in lower- and middle-income countries (LMICs). Before and/or after these meetings, Digital Square will share the draft of the Notice solicitation(s) and request IRC members to review and offer feedback within 10 business days.

In addition to the above, there may be ad hoc requests for IRC members to join calls with investors to further discuss Notice activities.

Solicitation Phase

Concept note review

Once the Notice is launched, applicants will submit concept notes on the Digital Square OAP Platform. IRC members are encouraged, but not required, to provide comments through the platform, offering feedback on the concept note.

Application Phase

Preliminary technical application comment period review

There is a specified period for the community at large to provide feedback on full applications. IRC members are encouraged, but not required, to provide comments through the platform, offering feedback on the technical applications.

Review & Investment Phase

The IRC will (virtually) convene to review the feedback from the peer review committee (PRC) and put forward investment recommendations to the Board. This convening will be chaired by the Digital Square Technical Director and the Partnerships Manager. Prior to the convening, Digital Square will share the feedback and evaluations from the PRC and IRC, along with any investor feedback regarding the applicants (if applicable). The goal of the convening will be to review the feedback. The Board will vote to approve the funding recommendations through a Board meeting (virtual or in person).

IRC Member Nominations and Approvals

Digital Square Board members may self-nominate to join the IRC or nominate an individual with senior digital health technical expertise. All nominations should be communicated to the Board Chair, or delegate on the Digital Square team. Nominees must fulfill the technical requirements for IRC members (see below).

Nominations including a profile of each nominee will be shared with the Board via email. At least four Board members must approve IRC nominees in writing within 10 business days. If a nominee is a Board member, they are recused from voting. If two or more Board members challenge a nomination, the approval will be delayed while Digital Square works to better understand the issues surrounding the nomination. It will be up to the Digital Square Chair to determine if a Board vote should be revisited or if the nomination should be suspended.

Once the Board approval is received, Digital Square will notify the nominees and sign an Agreement with each IRC member, outlining the roles and responsibilities.

IRC Member Technical Requirements

IRC members are expected to possess knowledge of global digital health solutions including global goods, high level needs for system interoperability, and a broad stroke understanding of what is needed for scale and adaptation in countries. The following are specific technical requirements for IRC members:

• Fluency in global health informatics, information technology, software development, and/or interoperability.
• Expertise in regional and global digital health systems, including an understanding of scale and adaptation of software and systems at the country level.
• Endorsement and promotion of the Principles for Digital Development.
• Willingness to comply with participation requirements as described in this policy.

Term

The Digital Square IRC is a volunteer role. If the IRC member is a self-nominated Board member they may remain on the IRC for as long as they hold their Board seat. If they step down from the Board, they resign from the IRC.

IRC members who have been nominated by Board members may remain on the IRC for up to three years effective the date the Agreement is fully executed. If an IRC member wishes to remain on the IRC beyond three years, they must secure a nomination from an active Board member and go through the approval process noted above. The IRC member needs to formally notify Digital Square if he/she is unable to fulfill his/her responsibilities (temporarily or permanently) at any time during the lifecycle of the Notice. If an IRC member wishes to resign from the IRC before their three-year term is up, they must resign by providing at least thirty (30) business days written notice to Digital Square at digitalsquare@path.org.

Termination

The Investment Review Committee Membership Agreement may terminated by PATH (a) immediately upon written notice for any failure to report a conflict of interest or failure to participate in two (2) consecutive Notice application review processes; or (b) immediately upon written notice for any other breach by Investment Review Committee Member of the Agreement that is not cured within thirty (30) days.

Resignation

A IRC Member may resign by providing at least thirty (30) business days written notice to Digital Square at digitalsquare@path.org.

Conflict of Interest

IRC members will abide by Digital Square's Governing Board Conflict of Interest and Recusal Policy.

Investment Review Committee member Conflict of Interest and Recusal Policy

Conflicts of interest of varying degrees of significance or nature may arise in the conduct of the IRC's operations. A conflict of interest in and of itself is not wrong and may not be unethical, but those involved in the review process for applications submitted in response to Notices must take appropriate action to ensure disclosure of any actual, perceived, or potential conflicts of interest. The purpose of the conflict of interest and recusal policy is to protect the integrity and reputation of the IRC's review and recommendation-making processes, particularly as such review and recommendations of the IRC may result in the allocation of resources. The conflicts of interest and recusal policy establishes procedures to identify, evaluate, and address any actual, perceived, or potential conflicts that may arise, and all IRC Members must comply with such procedures and the conflict of interest and recusal policy. As a basic principle, such conflicts must be resolved in the favor of Digital Square.

Conflict of Interest and Recusal Policy Definitions

Family member(s)

A IRC Member's grandparents, parents/guardians, spouse/domestic partner, siblings, children/dependents, and/or grandchildren.

Conflict of interest

A situation where a IRC Member has an actual, perceived, or potential organizational or financial/personal interest, as defined below, that may:

• Affect the conduct of his/her duties and responsibilities with respect to Digital Square.
• Create the perception that the IRC Member is using his/her position in Digital Square for organizational or personal financial gain at the expense of Digital Square.

Organizational interest

An organizational interest arises when a IRC Member is an officer, director, trustee, partner, or (negotiating to become) an employee of an entity that may benefit financially from an application on which he/she would make a recommendation.

Financial/personal interest

An IRC Member has a financial/personal interest when he/she or any family member may benefit financially or in any other significant way from a transaction or other financial arrangement between Digital Square and an entity with which the IRC Member has:

• An ownership or investment interest.
• A senior leadership or board member position (whether paid or unpaid).
• A direct or indirect compensation arrangement, including through a business, investment, or family member, or in the form of substantial gifts or favors.
• A potential in securing any of the above.

Conflict of Interest Established

IRC Members will not use their position of influence to secure any financial gain for themselves, their family members, or the organizations with which they are affiliated. There are several possibilities for determining whether an actual, perceived, or potential conflict exists, including but not limited to:

• A IRC Member discloses that he/she has an actual, perceived, or potential conflict.
• The IRC determines an actual, perceived, or potential conflict exists.
• The Board of Digital Square determines an actual, perceived, or potential conflict exists.

Categories of Interest

Interests can generally be categorized according to the following types:

• Direct: A direct interest in any Board decision to allocate funds may be established when a IRC Member directly benefits from such a decision through an organizational or personal/financial interest.
• Indirect: An indirect interest in any Board decision to allocate funds may be established when a IRC Member indirectly benefits from such a decision through an organizational or financial/personal interest.

Duty to Disclose

IRC Members must disclose any actual or perceived conflict of interest upon execution of the Peer Review Committee Membership Agreement. In the event a IRC Member is or becomes aware of an actual or perceived conflict of interest thereafter, including before or during any review of applications in relation to any given Notice, then the IRC Member shall promptly disclose organizational and/or financial/personal interests and the nature of such interest when he/she becomes aware that a conflict exists, could be perceived to exist, or is likely to occur by completing and submitting the Conflict of Interest Disclosure Form to digitalsquare@path.org.

Recusal

Should a IRC Member disclose an actual, perceived, or potential conflict of interest relevant to a Board decision, he or she will recuse him or herself from the Notice application review process.

Failure to Disclose Conflict of Interest

Failure to disclose a conflict of interest or disputes over whether a conflict exists may be referred to the IRC for resolution. Failure to disclose a personal or financial interest by a IRC Member will invalidate any relevant Notice application reviews and may result in immediate dismissal from the IRC. Should any IRC Member have reasonable cause to believe that another IRC Member has failed to disclose an actual, perceived, or potential conflict of interest, he or she will inform the Board. The IRC Member will have an opportunity to explain the alleged failure to disclose. The reporting IRC Member should have reasonable grounds for suspecting a violation and must only make such a report in good faith. Knowingly reporting false or frivolous information is contrary to this Policy.