The European Bank for Reconstruction and Development (the "EBRD" or the "Bank") from time to time engages with Independent Non-Executive Directors to act as its Nominee Directors on the Supervisory Boards, or Board of Directors, of its investment companies.
Independent Non-Executive Nominee Directors appointed by The EBRD will be expected to make a real contribution to the Supervisory Board, or Board of Directors, and add value by offering wise counsel and advice, based on their own experiences and successful track record of achievement. Non-Executive Nominee Directors usually combine many years of operating experience in a specific industrial sector with prior experience as an Independent Non-Executive Nominee Director, and should demonstrate at interview a fair level of understanding of the EBRD's transition and corporate governance mandates.
In addition, as most opportunities lie on the Boards of small to medium-sized, non-listed, and locally owned and managed companies, appointed Independent Non-Executive Nominee Directors are expected to be prepared to use their accumulated experience and general commercial acumen to coach or mentor management teams in the process of ‘adding value’ and ‘realising value’ to the investee company.
EBRD maintains a network of suitably qualified, high-calibre executives, with track-records of operating businesses, who from time to time may be considered for such appointments as Independent Non-Executive Nominee Directors.
The main objectives and guiding principles of such an assignment are, among others, to act in and to promote the best interests of the investee company on whose Board they hold a Board position. This is likely to require the candidate to:
Provide strategic and commercial guidance by reviewing and providing input to the investee company's strategy, operating policies and annual budgets. In many cases, at the initial stages of their assignment, the Independent Non-Executive Nominee Director is expected to take a leading role in formulating/ designing the investee company’s strategic planning processes based on best international practices;
Provide guidance and assistance to management of the investee company in improving business performance and financial control of their companies with a view to maximising returns to shareholders;
Support and advise the management of the investee company on: the recruitment, remuneration and incentivisation of key management/ employees; and the raising of bank debt and other third-party finance;
Scrutinise the financial statements of the investee companies, identifying potential early warning signals concerning financial performance, and other areas of concern that need to be addressed by the Investee Company and the EBRD and deal with issues arising in close co-operation with the EBRD, subject to confidentiality constraints;
Participate in the approval process by voting on proposals based on their professional judgement, in the best interests of the investee company and taking into account the provisions of any Shareholders' Agreements;
Introduce and promote observance of international best practice in corporate governance;
Subject to confidentiality constraints, report to the EBRD on all Board meetings, commenting where appropriate on issues that may be relevant to the EBRD in its role as a multilateral agency and investor;
Liaise with the EBRD on any issue that may require action to be undertaken by the EBRD to accomplish its investment objectives and manage its investment;
Undertake an ‘oversight’ responsibility in respect of the integrity of financial statements, risk management and internal control arrangements, compliance with legal and regulatory requirements; the performance, qualifications and independence of the external auditors and the performance of the internal audit function;
- Identify and/or assist the Investee Company and EBRD in identifying and executing exit opportunities.
Independent Non-Executive Nominee Director Profile:
Applicants should seek to demonstrate the following experience and expertise and personal characteristics:
- Must have at least 10 years' senior executive level management experience, as a CEO, CFO, COO, Managing/ Regional Director, etc. in a relevant sector/ industry (See point 4 below);
- Must have at least five years’ experience of attending Board Meetings, preferably with at least one non-executive position;
- Must be fluent in business English. A second relevant language (e.g. French, Russian or Arabic) is desirable;
- Industry/ sector knowledge and experience, particularly within the following sectors:
- Agribusiness, Energy, Financial Institutions, Manufacturing and Services, Municipal and Environmental Infrastructure, Natural Resources, Property and Tourism, Telecommunications, Media and Technology, and Transport
- Experience of working in the Bank's countries of operation desirable but not essential, and applications are encouraged from people resident in EBRD countries of operations;
- Extensive and thorough knowledge and experience of financial matters is preferred;
- Willingness and capacity to (a) travel to the country of operation of the investee business to attend all meetings in person (estimated to be at least four times a year); (b) devote the time to becoming well informed about the company, the strategic issues it faces and the market in which it operates; and (c) cooperate with and mentor company management in the process of adding value;
- Understanding of and support for (a) the EBRD’s objectives for the specific investment; (b) the Bank’s definition of good corporate governance; and (c) the Bank’s transition mandate;
In addition, applicants should seek to demonstrate the following personal characteristics:
- Integrity and high ethical standards as well as no conflicts of interest
- The strong interpersonal skills necessary to establish a high level of trust with other Board members and senior management
- Sufficient strength of character to seek and obtain answers that are full and satisfactory.
- Experience of specific corporate events (such as privatisations, IPO, mergers and acquisitions, business turnarounds) may be useful for some assignments.
Please note that experience, as a ‘consultant’, will not be counted.
We recognise the importance of diversity and equality and aim to ensure that Nominee Directors come from as wide a background as possible. We also appreciate that equality is not only an issue of gender, or ethnicity, but based on a range of factors from family background to education and life experiences. As a result, we seek to include individuals from a diverse background as possible, in as many senses as possible, with those who can contribute to significant diversity of thought. We would therefore welcome expressions of interest from a wide variety of individuals who meet our criteria for a Nominee Director position.
Independent Non-Executive Nominee Directors will be registered for a minimum of two years. The Bank may, from time to time, invite individuals to confirm their ongoing availability and/ or to submit updated resume/ CV.
Contracts: Nominee Directors will be contracted as individuals (as opposed to as firms or employees of firms). The value of each assignment awarded under the programme will be determined according to the nature and complexity of that assignment.
The Independent Non-Executive Nominee Director must determine whether any VAT would be chargeable on the services and the basis for that determination, without taking into consideration the Bank's special status as an IFI and state this to the Bank in their response to the Invitation for Expressions of Interest. To the extent that a consultant incurs input VAT on goods and services purchased in connection with the provision of services (e.g. VAT on airline ticket) which is not otherwise recoverable by the Independent Non-Executive Nominee Director from the local tax authority, the gross cost to the consultant of such expenses shall be treated as a reimbursable expense.
Funding Source: EBRD's own resources.
Eligibility: There are no eligibility restrictions; however, Independent Non-Executive Nominee Director selection and contracting will be selected in accordance with the EBRD’s Procurement Policies and Rules and will be subject to the availability of funding.
Submission Requirements: Potential Independent Non-Executive Nominee Directors are hereby invited to submit expressions of interest.
All applicants must submit the following documents:
- Fully completed Registration Form;
- Brief covering letter outlining applicant’s suitability for the Independent Non-Executive Nominee Directors Programme; and
- Resume/CV of maximum two pages.
Failure to meet the above submission requirements, in part or in full, is likely to result in the automatic rejection of the individual’s application.
Expressions of interest should be submitted, in English, by e-mail to the following email address: NomineeDirectors@ebrd.com.
There is no deadline for the submission of expressions of interest.
An email will inform applicants whether or not they are appointed to the Programme. This communication will be received within two months of the date of the receipt of your application. Those included on the Programme will be approved for a minimum period of two years, after which they may be invited to update their resume/ CV if they wish to remain in the Programme.
For more information, please contact:
Head of Board Development and Expert Network
European Bank for Reconstruction and Development (EBRD)
1. In addition to this Programme, the EBRD retains the right (a) to appoint directly Nominee Directors who are not included in the Programme, on occasion; and (b) to issue special Procurement Notices for one-off Board seats, where the qualifications and experience of those already on the Programme do not meet the defined need.
2. The EBRD reserves the right to modify or withdraw the registration system described above for any reason and without prior notice. Registered individuals will be promptly advised, however, of any such modification or withdrawal and of the system (if any) to be introduced to replace the current procedure.
3. Inclusion in the programme does not guarantee selection for any Nominee Director assignment.