Deal of the day

Terms of Reference for Provision of Board Governance Enhancement Services

Terms of Reference for Provision of Board Governance Enhancement Services

The AECF is a non-profit organization, unlocking the potential of the private sector to positively impact the lives of rural and marginalized communities in Africa. With the vision to build ‘’A prosperous and Enterprising Rural Africa’’, AECF provides high-risk, small and growing businesses with patient, low-cost financing and advisory support services to pilot, refine and scale their operations and ideas.

AECF’s Board of Directors now seeks to review AECF’s governance structure and processes in an endeavour to i) ensure that strategy, organisation and governance are all aligned for success ii) stakeholder roles are properly defined together with their remits, and iii) a new structure that is fit for purpose is put in place and implemented.

The Board of Directors has established the AECF Governance Enhancement Initiative (“the Initiative”) and now seeks to recruit a governance consultant that shall lead the Initiative in collaboration with the CEO and shall report to the Nominations & Governance Committee of the Board (“HRN”).

Objectives and scope

The overall objective of the Initiative is to make recommendations to the Board, through the Nominations & Governance Committee, for enhancing governance, accountability and performance of those entrusted to manage AECF in a manner that is aligned to AECF’s strategy, mission and vision, structure, and governance documents. The Initiative led by the Governance Consultant shall be required to address several issues including the following:

· Review the current governance structure and recommend the ideal governance structure for AECF in light of the AECF strategy, for approval by the Board of Directors.**

· Refine and clarify the role of the AECF board, shareholder, donors and management executives in the context of good corporate governance (specifically, clarify the role of each stakeholder and reporting lines). Review AECF’s governance documents, including the constitution, Donor Coordination Group terms of reference, Board Charter, etc to ensure they are reflective of the approved governance structure.

· Develop a skills mix matrix that will inform the selection of Board members for AECF in future.

· Design a guiding document that shall define the role of the Board and delineate how the Board will carry out its responsibilities.

· Design a document that shall define how AECF shall engage with its stakeholders at all levels to enhance the accountability and performance of those entrusted to manage the entity.

· Design a document that defines the mandate of Shareholder, Board, Donor and Management.

· Propose any additional governance processes and structure that can be used to direct and manage business affairs of the company towards enhancing prosperity and corporate accounting with the ultimate objective of realizing the long-term value of the Company and its stakeholders

· To provide recommendations for the effective functioning of the AECF and its stakeholders.

· Propose governance training for Management and Board, as may be deemed necessary.

· Provide implementation support for the recommended governance enhancement measures.

Through the process, the Consultant shall meaningfully engage all stakeholders – AECF board, AECF management, AGRA board and donors to arrive at a structure and authority matrix that addresses the concerns of all parties.


The Governance Consultant shall be expected to lead the Initiative as follows:

  1. Diagnostics Phase: undertake research, review available documents, conduct interviews, consultations and best practice benchmarking.

  2. Issue Analysis Phase: Identify gaps and undertake documentation and prioritization of enhancement opportunities that are aimed at addressing the gaps identified.

  3. Solution design Phase: develop recommendations for improvement and present the same to the AECF Board.

  4. Execution Phase: support implementation of governance enhancement measures.

Major Deliverables and Milestones

Review of documents and provide a long list of key governance issues and produce an as-is report

Within 2 weeks of contract award

Summary of feedback from all stakeholders

Within 4 weeks of contract award

A detailed proposal on the ideal governance structure

Within 7 weeks of contract award

Reviewed/update/amend/revise governance documents for consideration and approval by the board

Within 9 weeks of contract award

Action plan formulated in a manner that assures implementation of the governance structure

Within 10 weeks of contract award

Duration of the Contract

This assignment is expected to commence on 1st August 2020 and cover up to 31st August 2020.


The lead consultant will report to the Head of Legal and Company Secretary.

Qualifications and team profile

We anticipate that the individual consultant(s) or firm will possess the following skills and experience.

a) Excellent Knowledge in undertaking Governance review and enhancement initiatives for non-profit organizations and donor-funded institutions.

b) At least 10 years of experience in conducting similar work for international/national donors in both grantmaking and program implementation will be preferred.

c) Ability to work on a tight timeline, in dynamic consultation with AECF staff

d) Ability to adapt and work with people from different cultures, gender, religion, race, nationality and age.

e) Excellent analytical, interpersonal, communication and reporting skills.

f) Experience commissioning usable and right-sized forecasting exercises a must; experience in building and conducting forecasting analysis a strong plus

g) Proven capacity to supervise and coordinate all administrative and technical aspects of the consultancy

Evaluation Criteria

The individual consultant(s) or firm will be evaluated based on the below preferential point system scoring.

a) Proposals must score a minimum of 49 points (70%) in the technical evaluation to proceed to financial evaluation; only the financial proposal of those bidders who qualify technically will be opened.

b) The applicant with the highest total number of points and/or with a recommendation from our technical evaluation panel will be awarded the contract at the discretion of AECF and subject to pre-contracting negotiations and scoping;

Mandatory requirements

In-depth understanding of the governance of not for profit organisations or similar organisations

Proven track record of having undertaken strategy and governance initiatives for international non-profit organizations or similar organisations

The firm must have the capacity to conclude the Services within the specified timescales

Assessment criteria

Weighting (%)

Relevant, demonstrated experience and capacity of the firm in this area


Demonstrated expertise of key individual(s) to be involved in this project


Content and quality of the proposal


Fee basis and total costs




Proposal Submission

Interested and qualified individual consultant(s) or firms are invited to submit their proposal(s) comprising of the following:

  1. An understanding of the consultancy requirements;

  2. Methodology and work plan for performing the assignment;

  3. Detailed reference list indicating the scope and magnitude of similar assignments;

  4. Registration and other relevant statutory documents required;

  5. Financial proposal showing clearly the budgeted cost for the work to be conducted (to be submitted in a separate document from the technical proposal);

  6. The preferred format for the submission is PowerPoint and Word.

  7. Technical and Financial proposals will need to be submitted as separate documents. Financial proposals will not be opened until the conclusion of the technical evaluation and then only for those proposals that are deemed qualified and responsive.

*Please note: AECF is obliged by the Kenyan tax authorities to withhold taxes on service contract fees as well as ensure VAT, at 16%, is charged where applicable. Applicants are advised to ensure that they have a clear understanding of their tax position with regards to provisions of Kenya tax legislation when developing their proposals.


AECF reserves the right to determine the structure of the process, number of short-listed participants, the right to withdraw from the proposal process, the right to change this timetable at any time without notice and reserves the right to withdraw this tender at any time, without prior notice and without liability to compensate and/or reimburse any party.

How to apply

Application details

The AECF is an Equal Opportunity Employer. The AECF considers all interested candidates based on merit without regard to race, sex, colour, national origin, religion, sexual orientation, age, marital status, veteran status, disability or any other characteristic protected by applicable law.

  1. Interested consultancy firms and individuals are requested to submit their technical and financial proposals to [email protected] by close of business on the 26th July 2020

b. The Subject of the email should read “Board Governance Enhancement Services”. The AECF shall not be liable for not opening proposals that are submitted with a different subject.

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