General
10 In some cases, WHO agrees to host a formal partnership without a separate legal personality. Hosting should be considered an exceptional arrangement that must be in the overwhelming interest of all parties. WHO currently serves as the host organization for four formal partnerships: the Partnership for Maternal, Newborn and Child Health (PMNCH); the Alliance for Health Policy and System Research (AHPSR); the International Drug Purchase Facility (UNITAID) and the European Observatory on Health Systems and Policies.
20 In hosting a partnership, WHO lends its administrative, fiduciary and legal framework to the partnership secretariat. In this regard, the partnerships derive their legal personality from WHO and are subject to the Organization's regulations and rules. They have a formal governance structure, separate from that of the WHO governing bodies, in which decisions are taken on direction, work plans and budgets; and their programmatic accountability frameworks are also independent from those of the Organization.
30 The decision for WHO to serve as the host will depend first and foremost on WHO's participation as a strategic and technical partner. Most importantly, WHO must be a standing member of, and fully participate in, the governing body of the partnership. The partnership must also recognize, be in harmony with, and complement WHO's mandate and core functions, without duplicating or competing with them.
Decisions for new formal partnerships
40 All proposals for WHO hosting of new formal partnerships must be submitted to the Executive Board for decision.
Adherence to WHO regulation and rules
50 The consideration and implementation of hosting arrangements must be in accordance with WHO's Constitution, Financial Regulations and Financial Rules, Staff Regulations and Staff Rules, and administrative and other relevant rules ("WHO's Rules"). When WHO acts as the host, the operations of the partnership's secretariat must, in all respects, be administered in accordance with WHO's Rules.
60 The hosting of a partnership by WHO goes beyond the simple provision of administrative services. The secretariat of a hosted partnership is part of WHO's Secretariat and, as such, shares the legal identity and status of the Organization. As a result, WHO enters into legally binding agreements or receives donor funding on behalf of the partnership secretariat.
70 The hosted partnership must similarly adhere to the principles and provisions of the Framework of Engagement with Non-State Actors (FENSA) in its interactions and collaborations with non-State actors.
Hosting terms
80 WHO has developed generic hosting terms outlining the operational framework for WHO's hosting and administration of formal partnerships in the context of WHO's rules (resolution WHA63.10 – the Hosting Terms). In this respect, the Partnerships Policy clearly states that hosting of a partnership by WHO goes beyond the provision of administrative services, and that the activities of the partnership should be in alignment and be synergistic with the WHO technical norms and policies, and that "the function of the [partnership] secretariat be, and be seen as, part of the functions of WHO".
90 The Hosting Terms aim to foster a shared understanding of what it means to be hosted by WHO in the context of a risk-benefit based approach. They are designed to facilitate a harmonious interaction between WHO and its hosted partnerships thereby ensuring that partnership secretariats are able to function as effectively as possible on the basis of a clear, transparent and mutually beneficial understanding of the relationship with their host organization.
Governance
100 The Partnership Board provides leadership and direction to the partnership, including review and decision on proposed budgets, and monitors the implementation of its agreed programmes, activities, and budget.
110 Creation or revision of partnership core documents, including the constitution, bylaws, board operating procedures, as well as membership criteria must be developed in consultation with the WHO Office of the Legal Counsel ("LEG") and the WHO Partnerships and Non-State Actor department (PNA) to ensure consistency of the governance entity functions and governance documents with WHO's accountability framework to its Member States and WHO's legal and constitutional requirements. Members of the Partnership Board are required to be attentive to conflict of interest issues (both in their capacity as members and concerning the activities of the governance entity) and are required to manage them pursuant to appropriate entity conflict of interest principles developed by the Partnership Board in consultation with LEG.
120 Unless determined otherwise by WHO, WHO is a full member of the Partnership Board including any subsidiary organs that have executive or decision making authority. In this capacity, WHO acts collaboratively to shape policy and also works with the Partnership Board on the hosting aspects including to ensure consistency of the Board's functions and governance documents with WHO's Rules and the Organization's policy framework, including its accountability framework to its Member States. WHO designates its representative(s) to the Partnership Board.
130 In all circumstances, if WHO, after consultation with the Partnership Board (either as a whole, through its Chair or through its Executive Committee), considers that the implementation of a decision related to the work of the partnership made by the Partnership Board or under consideration by it would be inconsistent with WHO's Rules or its policy framework or could give rise to inappropriate liability for WHO, WHO (and any staff member of WHO, including those assigned to the partnership secretariat) should refrain from implementation of such decision. Similarly, WHO reserves the right to not implement any partnership secretariat activity or action that is contrary to its rules.
140 Private sector representation on a Partnership Board is possible on the basis of the outcome of a due diligence and conflict of interest assessment to be conducted in accordance with WHO's Rules.
150 Partnership secretariats are subject to WHO's Rules, including the Manual provisions on co-sponsorship of external events with third parties.
Human resources
160 Partnership secretariat staff are WHO staff members and must be selected on a competitive basis in accordance with WHO's Rules. The Director-General will invite representatives of the Board to participate in the selection process of the Executive Director ("ED"), and will delegate authority for the recruitment of other staff of the partnership secretariat to the ED, in accordance with WHO's Rules.
170 Subject to WHO's Rules, externally recruited staff assigned to a partnership secretariat may, in the event of post abolition, be eligible to participate in a reassignment process that is limited to positions in the partnership secretariat, when available. WHO staff members that are reassigned to the partnership secretariat from another position in WHO and/or who are eligible to participate in a WHO-wide reassignment process will retain such eligibility if the partnership secretariat post that they occupy is abolished.
180 The ED will provide overall leadership to the partnership secretariat is responsible for the management, administration, direction and guidance of its work, and provides advice to the Partnership Board in setting policies and developing strategies for the partnership. The duties of the partnership secretariat staff is determined by the ED in accordance with WHO's Rules. WHO will seek to accommodate requests from the partnership secretariat to the extent possible. The ED must establish an organizational structure and staffing plan to meet the goals and objectives of the partnership, in consultation with the Partnership Board and WHO, and shall be responsible for overseeing the implementation of the partnership secretariat's work plan and budget.
190 All other related human resource issues, such as secondments loans or transfers, gender and geographical distribution requirements, partnership secretariat staff head count and recruitment freezes, position classification and titles, review and approval of partnership secretariat HR plan follow WHO's Rules and the generic Hosting Terms, as appropriate.
Financial matters
200 Budgets of partnership secretariats are outside the WHO Programme Budget. The partnership secretariat will submit its budget and work plan to the Partnership Board for review and endorsement and should periodically report on the implementation thereof to the Partnership Board. Budgets and financial reports of hosted partnerships must be provided to the WHO Comptroller or Director of Administration and Finance (DAF) where relevant before submission to their respective Boards who will advise on good practice and sustainability and raise any concerns with the Board when appropriate.
210 Any unfunded staff liabilities i.e. for staff separations is the responsibility of the partnerships. These liabilities are not covered by the cost recovery methodology and reimbursement modalities that are set out in Appendix C to the Hosting Terms. The partnership secretariat budget shall include a reserve to make sufficient provision for long-term staff liabilities computed based on a methodology developed by the WHO Comptroller. In the context of a regional partnership, the methodology shall be developed in consultation with the relevant DAF. The partnership secretariat must ensure that this budget line item is validated by the WHO Comptroller or DAF prior to submission of the secretariat budget to the Partnership Board for endorsement with the WHO Comptroller or DAF raising concerns with the Partnership Board when appropriate.
220 Contributions and other funds received by WHO for the benefit of the partnership secretariat will be maintained and recorded within the WHO accounting systems in a dedicated partnership secretariat account. The obligation of WHO to implement any particular aspect of the partnership secretariat programme is conditional upon WHO having received all necessary and sufficient funds or donor commitments in writing relating to financial contributions (as determined in accordance with WHO's Rules). WHO is not obliged to open awards in advance of receipt of funds where there is due cause to question whether pledges will be fulfilled. WHO will issue all payments on behalf of the partnership secretariat.
230 WHO, as applicable, will maintain accounts for the partnership secretariat in accordance with the International Public Sector Accounting Standards (IPSAS). Separate financial statements of revenue and expenditure will be prepared by the partnership secretariat, certified (or cleared where more appropriate) by the WHO Office of the Chief Accountant or the Regional equivalent and provided to the Partnership Board at least on an annual basis. The partnership secretariat has access to WHO financial information systems as is necessary for it to provide interim unaudited financial statements to the governance entity semi-annually as is necessary in order to provide interim financial statements to the governance entity.
240 All other related financial issues, such as cost recovery, investments, currency, partnership secretariat contracts to partners, partnership grants, and donor contributions follow WHO's Rules and the generic hosting terms, as appropriate.
Audits, management reviews and investigations
250 The partnership secretariat will be subject to internal audit in accordance with the policy and procedures of WHO's Office of Internal Oversight Services (IOS) and to external audit in accordance with WHO's Rules. (see section I.6).
260 IOS may conclude an internal memorandum of understanding with the partnership secretariat in order to supplement the internal audit arrangements for the partnership secretariat. Such arrangement would, among others things, cover issues such as the outsourcing by IOS of the audit process, the scope and frequency of audits and the recovery of related costs from the partnership secretariat.
270 The partnership secretariat is, in all respects, subject to the internal investigations framework and policy of WHO. The Director-General may in his/her discretion request IOS to conduct an internal investigation of partnership secretariat staff member or activity. In addition, IOS may decide to initiate such an investigation in accordance with its mandate and existing practice. To the extent possible and appropriate, the Director-General and IOS will keep the Partnership Board Chair or Vice -Chair informed of such internal investigation.
280 WHO and/or the partnership secretariat/Board may request WHO/IOS to conduct a management review or programmatic evaluation of the partnership secretariat. Notwithstanding the foregoing, the partnership secretariat and/or Board is encouraged to have routine external review of the partnership by a third party as a matter of good practice.
290 Additional provisions on issues related to Audit, Management reviews and Investigations are contained in the generic hosting terms.
Liabilities
300 WHO is an active partner in a hosted partnership and shares responsibility with other Partnership Board members over partnership secretariat decisions and their consequences. Each Partnership Board member or the organization they represent is responsible for acts that such member carries out in support of the Partnership on behalf of their organization.
310 To the extent that WHO, as the host organization, incurs any damages, losses, costs and expenses (including legal fees and costs) arising out of claims and liabilities that are related to or result from activities carried out in the name of the partnership, including but not limited to staff claims and appeals, then WHO in consultation with the partnership secretariat may seek reimbursement for such damages, losses, costs and expenses (including reasonable and justifiable legal fees and costs) from the Partnership's assets held by WHO on behalf of the Partnership.
320 To the extent that such assets are insufficient to cover damages, losses, costs and expenses (including legal fees and costs) incurred by WHO, as the host organization, WHO may bring the matter to the attention of the Partnership Board, which shall in turn agree on an appropriate reimbursement framework and modalities.
330 WHO will promptly consult with the Partnership Board in relation to any such claims, liabilities, damages, losses, costs and expenses and the reimbursement thereof.
340 The partnership is responsible for all costs associated with or arising from claims of any nature (including those arising from the closure or transfer of a partnership secretariat) brought by staff members assigned to the partnership secretariat against WHO (or WHO/the partnership), including for all of WHO's associated work in this regard unless the claim relates to service prior to transfer to the partnership secretariat. In this regard, costs include those incurred by WHO in defending such claim, legal fees, damage awards and costs; payments made pursuant to an internal proceeding; and monetary payments ordered by the ILO Administrative Tribunal.
350 WHO is responsible for defending, or for overseeing the defense of, any appeal, grievance or complaint made by a partnership Secretariat staff member to an internal body, including the WHO Global Board of Appeal, or to the Administrative Tribunal of the ILO (ILOAT) and will consult and update the Partnership Board through the Chair or Vice Chair to the extent possible and appropriate.
External relations
360 In order to ensure consistency of messaging and coordination with WHO's work, when engaging with ministers and/or senior government officials, partnership secretariats, through the ED, must keep the ED's first level supervisor informed of the key issues / outcomes of such interactions.
370 The activities of partnership secretariats with non-state actors is subject to the Framework for Engagement with Non-State Actors.
380 Without the prior review and express authorization of WHO, partnership secretariats may not appoint partnership goodwill ambassadors.
Communication, IT and information products
390 The Partnership brand (name, logo or other visual identifier) is a critical aspect of its fundraising, communication and advocacy strategy. The fact that a partnership secretariat is legally part of WHO also means that the use of the partnership brand is intrinsically associated with the host organization. In this regard, the partnership secretariat must: ensure that the partnership brand is at all times used in manner that supports and promotes WHO and in no way harms the reputation and professional integrity of the Organization; have policies and processes in place that ensure that the partnership brand can only be used by the partnership secretariat; ensure the application of WHO Manual Provision VIII.8.3 pertaining to the "Use of the logos of partnerships hosted by WHO" with any variations agreed by the relevant WHO headquarters or Regional office authority; and ensure that the joint use of the partnership's name or emblem with another organization's emblem for any information product is subject to WHO Manual rules as set out in sections I.7, V.2 and Part VIII with any adaptations agreed by the relevant headquarters or Regional office authority and notes in the partnership secretariat log of exceptions.
400 Communications, including the use of social media, surrounding the partnership's implementation of the approved work plan (including publications, press releases meetings, circulation of documents, other information products such as advocacy, web or news materials, and events) are subject to the WHO guidelines and administrative procedures (see Part VIII of the WHO Manual). In this regard, the partnership secretariat must ensure that all external communications including media and publicity campaigns, press releases, interviews as well as the use of communication tools and strategies involve consultation and coordination with WHO's Communication Department ("DCO") and the Office of the Director- General or RD.
410 To make clear the relationship between a Hosted Partnership and WHO and ensure an appropriate level of legal protection of a partnership secretariat website, such website must be within the WHO domain and maintained in accordance with WHO's Rules and clearance procedures (see Part VIII of the WHO Manual) with the WHO web team endeavoring to accommodate specific partnership secretariat requirements. In the event that a partnership has technical requirements that cannot be accommodated on the WHO site, alternative arrangements may be discussed and agreed with the relevant headquarters or regional office authority.
420 Information products developed by the partnership secretariat follow the WHO clearance procedures as outlined in Part VIII. To reflect the legal status of the partnership, the copyright notice would appear as follows: "© World Health Organization (acting as the host organization for, and secretariat of, the partnership) [year]".
430 Costs for generic IT services provided to the Organization as a whole are included as an indirect cost that is part of the cost recovery methodology. However, partnerships secretariats must be financially responsible for any additional and partnership specific IT needs. In order to avoid duplication of IT infrastructure and information systems as well as implication on their security and performance, partnership secretariat IT needs shall be subject to coordination with WHO's Information Management and Technology department. Requests for partnership specific IT needs will be charged to the partnership secretariat.
440 Additional provisions on issues related to Communication, IT and information products are contained in the generic hosting terms.
Review and termination of the hosting relationship
450 In accordance with Executive Board decision EB132(10), the WHO Programme, Budget and Administration Committee of the WHO Executive Board will periodically review the arrangements for hosted health partnerships including with respect to their contributions to improved health outcomes, WHO's interaction with individual hosted partnerships, and the harmonization of their work with the work of WHO.
460 The Partnership Board or WHO, as appropriate, may decide to close the partnership, dis-establish the partnership secretariat and /or terminate the WHO hosting relationship with the provision of at least six months' written notice. Such notice must be issued by the Board Chair or Vice Chair in the case of a partnership and by the Director-General in the case of WHO. The notice period may be waived or changed if both parties so agree.
470 In the event of closure of the partnership, termination of the hosting arrangement or dis-establishment of the partnership secretariat, WHO, the partnership secretariat and the Partnership Board shall work together to ensure a smooth and orderly transfer or winding down of activities in accordance with an implementation plan to be developed jointly with WHO. Notwithstanding the foregoing, certain decisions relating to the administrative closure or transfer of the secretariat will be solely made by WHO, in consultation with the Partnership Board or secretariat, as appropriate. These include decisions relating to: (i) the abolition of partnership secretariat positions; (ii) the extension and/or termination of contracts of partnership secretariat staff; (iii) the determination of staff related financial liabilities and entitlements; (iv) the conclusion of staff settlements and the amount and terms pertaining thereto; and (v) the settlement of outstanding legal obligations with financial consequences.
480 Upon termination of the hosting relationship, any outstanding obligations for activities commenced by WHO prior to the effective date of (a) the partnership closure or (b) the dis-establishment or transfer of the partnership secretariat must be fully satisfied by the partnership secretariat. Furthermore, WHO and the Partnership Board, through its Chair or Vice Chair, will agree the most appropriate means of transferring ongoing projects to a successor organization or winding up the project to the satisfaction of all parties. Subject to prior consultation with the Partnership Board, WHO has the right to access partnership assets held by WHO on behalf of the partnership and reimburse itself for any outstanding obligations resulting from partnership activities. To the extent that such assets are insufficient to cover the related costs incurred, WHO will bring the matter to the attention of the Partnership Board, which shall in turn agree on an appropriate reimbursement framework and modalities.
490 After all obligations incurred by WHO prior to the effective date of the closure or transfer of the partnership secretariat have been fully liquidated, any funds remaining to the credit of the partnership will be applied to the purposes of the partnership, as directed by the Partnership Board.
500 Upon the termination of the hosting arrangement or transfer of the partnership secretariat, WHO will transfer all rights to any marks or logos pertaining to the partnership secretariat, and to any copyrights, held by WHO as host for the benefit of the partnership, as well as rights to any derivative works, to the entity directed by the partnership Board, without charge (except for any actual costs incurred). WHO will retain a non-exclusive, sub-licensable, worldwide, royalty-free right to use, reproduce and distribute partnership secretariat publications issued prior to effective date of the termination or transfer.
