CONSULTANCY FOR APHRC BOARD ASSESSMENT Posted on January 28, 2020 (January 28, 2020) by Joseph Kanyugo CAREERS GET INVOLVED // CAREERS CONSULTANCY FOR APHRC BOARD ASSESSMENT DEADLINE: February 17, 2020 OPEN JOB SHARE THIS JOB: TERMS OF REFERENCE CONSULTANCY FOR APHRC BOARD ASSESSMENT BACKGROUND About APHRC The African Population and Health Research Center (APHRC or Center) is an international non-profit research institution headquartered in Nairobi, Kenya. APHRC’s goal is to generate evidence for meaningful action to improve the lives of all Africans. With a major focus on sub-Saharan Africa, APHRC carries out multidisciplinary research that contributes to the body of evidence on critical issues in population health and wellbeing, strengthens research capacity, and works with decision- and policy-makers to support policies and actions to improve population health and wellbeing. The Center was established in 1996 as a project within the Population Council and with funding from the Rockefeller Foundation to address the need for skilled African professionals who would undertake high quality research on population and health issues affecting the continent. The goal was to have the Center develop into an autonomous African research center within five years. The process of autonomy began with legal incorporation in the State of Delaware on April 22, 1999, as a non-stock, non-profit corporation and advanced by obtaining United States Internal Revenue Service (IRS) tax exempt status under IRS 501(c)(3) on August 01, 2001. A Certificate of Compliance was issued by the Registrar of Companies, Kenya on 25th April, 2001. The Center fully disengaged its operations and processes from the Population Council on August 01, 2001. APHRC has experienced rapid growth since its establishment. This expansion and growth have been manifested in various ways such as: Increase in the number of projects from about 5 in 2001 (when the first Board of Directors was constituted) to about 60 in 2019. Increase in annual budget from approximately US$ 1M in 2001 to more than US$ 20M in 2019. Broadened program of work from a single area of research to a robust research program spread out in seven themes, a standalone research capacity strengthening program, and a policy engagement and communications division that plays both an internal support role and runs independent programs where policy and advocacy objectives drive the research agenda. Growth in staff from less than 10 in 2001 to about 150 program and 30 operations staff currently. Diversified funding sources, growing from 5 funders in 2003 to more than 20 currently. Like many non-profit organizations, APHRC’s funding has also shifted from mostly core funding in 2001 to nearly 95% program/restricted funding currently. Building its own office facility that was completed in 2011. This was recently expanded to include a training facility and there are plans for continued expansion. Opening a regional office in West Africa in May 2019. Beyond the quantitative growth, the Center’s focus has evolved, guided by regular reviews of its strategy. The Center has strengthened its commitment to policy engagement and elevated the place of this engagement, recognizing evidence uptake as the main pathway to organizational impact. After 18 years of independent operations, APHRC has established itself as a major player in evidence generation and use in the region. In 2015, the Center won the UN Population Award in the institutional category for its contributions to better understanding population and health issues in sub- Saharan Africa. For three years, the Center has been ranked among the top think tanks in Africa with an impact on domestic health policy. The APHRC Board of Directors The APHRC Board is a non-executive board that provides oversight for the Center’s affairs. In accordance with the APHRC by-laws, the Board has between nine and thirteen members. Board members serve in their personal capacity based on professional experience and qualifications, with recruitment and selection criteria and priorities determined by the Nominations and Governance Committee (NGC). The Board’s role covers three main areas: strategic, executive, and financial. Strategic: to ensure that the Center has objectives, programs and plans that are consistent with the broad goals and objectives for which it was established. Executive: to ensure that the Center is managed effectively by the Executive Director in harmony with the agreed objectives, programs and budgets, and in accordance with legal and regulatory requirements; Financial: to ensure that the future well‑being of the Center is not jeopardized through exposure of its financial resources, its staff or its credibility to imprudent risks. The Board functions chiefly through Committees that propose resolutions, changes, or approvals to the full Board. The Chair of the Board serves as an ex-officio member in all Committees, each of which has at least three other members. Currently, the Board has five Committees: Executive Committee – acts on behalf of the Board and plays an advisory role to the Board in matters relating to budget and finance and the Executive Director’s recruitment and performance. The Committee also handles sensitive matters that are better suited for a smaller group. Finance and Risk Management Committee – assists the Board in fulfilling its fiduciary responsibilities relating to the accounting, investment, internal controls, audit, and reporting practices of the Center. Human Resources Committee – reviews APHRC’s personnel policies and procedures, the organizational structure, and remuneration. Nominations and Governance Committee – advises the Board on nominations of new members, re-election of first-term members, nominations of Board Chair, Deputy Chair, and the Chairs and members of Board committees, among others. It is also responsible for establishing and regularly reviewing governance policies and procedures. Development and Fundraising Committee – provides oversight and counsel on fundraising; approves annual fundraising goals and objectives; and leads or supports efforts to cultivate new supporters, retain existing funders, and re-engage previous supporters of the Center, among other roles. APHRC held its inaugural Board of Directors meeting in 2001. Since that time, the Board has convened once a year in November until 2018, when it started meeting twice annually, in May and November. The APHRC Board has served the Center well, guiding it through the early years as an independent institution and overseeing its rapid growth and its evolution as a leading African institution. The APHRC Board has operated over the last 18 years guided by by-laws and operating procedures developed in 2001. Although the Board has conducted self-assessments and amended sections of the by-laws and operating procedures as needed, a comprehensive review of such matters by an external expert has never been undertaken. The Board wants to launch a comprehensive review in the context of this broader assessment to determine how to best align the Center’s Board governance to the Center’s current and future needs. The need for an assessment by an external party at this point in time is driven by the following: The prevailing global political environment and its potential impact on the Center’s financial sustainability; The changing landscape of private global philanthropy and the need for the Center to leverage its competitive advantage; The opportunity provided by the recent transition in the Center’s top leadership; The expansion of the APHRC campus to include training and residential facilities; The need to continuously be forward looking and primed for new opportunities and challenges; and The need to ensure skill sets and profile meet current and future needs and that policies and procedures are in line with best practices. OBJECTIVES OF THE ASSESSMENT The Nominations and Governance Committee (NGC) of APHRC’s Board of Directors seeks a consultant (firm or individual) to undertake a review of the APHRC Board and Board-related policies and practice, with the goal to identify where the Board and Board-related policies and practices are effective and fit for purpose, and to identify and make recommendations for changes to improve areas where the Board and Board-related policies and practices are functioning less effectively. As part of this assessment, the NGC would like an external actor to review and make recommendations for improvements on: Overall Board composition The number of Board members. The appropriate Board profile (e.g., experience, expertise, geographical representation, age, gender, other attributes) and its alignment with the Center’s current and future needs. Board functions and responsibilities to ascertain if these respond to the market needs and whether they are forward looking. Board committees Types, number, and membership of Committees. Scope, mandate, and roles of Committees, including potential gaps and/or redundancies. Board governance instruments APHRC Board by-laws and governance guidelines to ensure consistency between the two documents. Current governance guidelines, including terms of reference for Committees. Board governance documents to ensure relevance with any proposed changes in the Board structure and functions. Board strategic focus. Ensuring a strong pipeline for Board members and the current Board recruitment process. The adequacy of the length and number of Board terms, including the provisions for term limits. Board relationship with Executive Leadership Effectiveness of communications between the Board and Management using actual situations from previous key decisions. Preparation for, actual, and post Board meeting interactions among Board members and between Board members and Management. Preparation for, actual, and post Committee meeting interactions; and organization of Committee meetings in-between meetings of the Board. Board support for Executive Leadership initiatives, including examples of actual situations from previous key initiatives. Board Assessment and Case studies of recent Board actions/involvement Provide suggested assessment tools and approaches for Board members term renewal. Select two or three recent, significant activities or processes undertaken by the Board and Senior Management, as a way to examine how Board policies and processes have played out in real situations in the recent past. TERMS OF ENGAGEMENT Expected Outputs Detailed methodology for doing the assessment including tools, timelines, and milestones. Interim report. Final narrative report. One presentation made to the Board of interim findings. One presentation made to the Board of the final report. Skills and Qualifications: APHRC is seeking an experienced consulting firm or individual (with a strong preference for a firm, but open to considering individuals with exceptional qualifications) with demonstrated experience conducting board assessments, especially for not-for-profit international organizations. The consulting firm should present a highly skilled and experienced team and a lead consultant with the following: At least 10 years demonstrated experience in institutional governance matters; Strong planning, management, facilitation, interpersonal, and communications skills; and Currently or previously holding a senior leadership position that requires interacting with boards would be an added advantage. How to Apply Interested parties are asked to submit the firm’s capability statement and CVs of the consultants, cover letter, samples of similar work, and references from previous clients for similar assignments (where possible). Materials should be submitted to firstname.lastname@example.org, with a copy to Sheila Mwero at email@example.com by February 17, 2020. The cover letter should clearly detail how the firm and lead consultant’s experience fits the specifications. Please use ‘APHRC BOARD ASSESSMENT CONSULTANT as the subject title for your email. The application documents should also include an outline of the methodology to be used, a work plan and the time frame for each deliverable, the role of each consultant in the team and a financial proposal. Please note that APHRC will hold full copyright of all edited documents; any use shall require written permission from APHRC.