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EBRD's Nominee Director Programme

May 2021

Background

The EBRD has used Nominee Directors in direct equity investments since 1991. Nominee Directors are viewed as both an instrument of transition and impact, and a tool to represent the Bank’s interests as a minority shareholder. As of 2021, 49% of all active direct equity projects involved an EBRD Nominee Director. This evaluation was EvD’s first review of the Nominee Director Programme, and focused on the purpose, operational structure, and results.

Main findings

Evidence showed Nominee Directors added value through frequently playing a significant role on Board Committees, Value Creation Plans (VCPs) and Corporate Governance Action Plans (CGAPs) and their experience may become a distinctive valued corporate asset.

The selection of Nominee Directors is biased towards internal candidates, and whilst good progress towards gender-balance has been made, it falls behind IFCs.

There is no clear articulation of the strategy and use of Nominee Directors in achieving objectives in direct equity projects, despite their widespread use.

Opportunities to share lessons between the Bank’s Nominee Directors are not being realised. Incomplete record-keeping and variable briefing/standard setting limits effective knowledge management.