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 Digital Square Peer Review Committee (PRC), help drive technical alignment for global good investments.

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 [1].

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 [mailto: digitalsquare@path.org].