Counsel
Washington DC, United States
JOB DETAIL
Description
IFC — a member of the World Bank Group — is the largest global development institution focused on the private sector in emerging markets. We work in more than 100 countries, using our capital, expertise, and influence to create markets and opportunities. Our mission is to leverage the power of the private sector to end extreme poverty and boost shared prosperity on a livable planet. For more information, visit www.ifc.org.
Housed under the Legal and Institutional Risk & Governance Vice Presidency, the Nominee Directorship Center was established to guide equity teams in strategically and effectively exercising our nomination rights and supporting nominee directors in performing their board duties.
The Nominee Directorship Center is responsible for:
Guiding Equity and Portfolio Teams
• We provide frameworks, tools, and hands-on guidance for the effective management of IFC nominee directorships, including analytics informing the exercise of nomination rights, the sourcing and selection of candidates, compensation reviews, and guidance for engagement with nominee directors.
Advising on Policies and Procedures
• We review and approve all nomination/appointment memos, and we provide structural and personal conflicts of interest analyses for internal and external nominees, respectively.
• We review and advise VPs on policy waivers and keep Directorship Policies and Procedures up-to-date, incl. in consultations with the business.
Supporting Nominee Directors
• We provide onboarding, ongoing education, and best practice resources for nominee directors to perform their fiduciary duties in the best interest of the companies they serve, in accordance with IFC’s mandate and values.
• We draw on expertise from across the WBG and leverage our external convening power to offer first-class ongoing education to ensure our nominees remain abreast of IFC strategic priorities and cutting-edge best practices and trends in a rapidly changing world.
Fostering Thought Leadership
• We contribute to IFC’s brand and lead among DFIs on nominee directorship management practices underpinned by robust analytics. We develop in-house tailored knowledge based on IFC’s own experience to foster boardroom excellence in support of our investee companies’ long-term sustainable performance.
Improving Board Diversity
• We promote diversity in the boardroom by nominating women nominee directors at parity with male nominees and by ensuring we nominate at least 50% of directors with nationalities from Emerging Markets. Through our nominee directors, we promote DEI in our investee companies.
For more information: https://www.ifc.org/en/what-we-do/products-and-services/equity-investments/nominee-directorships
The ND Center partners with IFC’s Global Equity and Investment teams and draws on the expertise of experienced IFC staff from across the organization.
The ND Center is recruiting an experienced lawyer with a corporate legal background and a good understanding of equity investment, board stewardship, and conflict of interest management.
The position will be based in Washington, DC and report to the Head of the Nominee Directorship Center. The selected candidate will work closely with the Head of the Nominee Directorship Center and other members of the team as well as with investment officers and project lawyers.
Role & Responsibilities
The Counsel will play a core role in coordinating the review of IFC’s Directorship Policies and Practices and overseeing their implementation. She/he will also provide guidance on managing conflicts of interest and developing mitigation plans for directorships.
The selected candidate will be in charge of:
Policies and Procedures
• Coordinating the review of the Nominee Director Directive incl. in consultations with internal stakeholders.
• Keeping ND policies and procedures up to date.
• Reviewing AMC directorship nomination practices and ensuring alignment with IFC policies and practices.
Compliance Review & Guidance
• Reviewing and approving all director nominations as well as observer and advisory committee member appointment memos.
• Reviewing and providing advice to VPs on policy waivers or exceptions.
• Providing case-specific guidance to investment teams on compliance with the Nominee Director Directive’s provisions, including in relation to eligibility of nominee directors and candidates.
Conflict of Interest Reviews and Mitigation
• Conducting structural and personal conflicts of interest analysis for internal and external nominees, respectively.
• Preparing conflict of interest mitigation plans as needed.
• Providing guidance to nominee directors on handling potential conflicts of interests that may occur during their tenure.
• Providing guidance to investment teams on the management of conflicts of interest related to directorships.
Analytics & Reporting
• Monitoring and reporting on policy waivers and exceptions to the Nominee Director Directive.
• Monitoring and reporting on directorship management data gaps.
• Ensure IT systems and processes are aligned with Directorship Policies.
Learning & Knowledge Events
• Contributing to the development and delivery of a stewardship training program in partnership with equity and legal teams.
• Assisting with webinars and events that facilitate knowledge-sharing.
• Compiling guidance notes for investment teams and nominee directors.
Selection Criteria
• Master’s degree in Corporate Law. LL.M. or Master’s degree in Law from an internationally well-known educational institution would be a plus.
• At least 8 years of relevant experience at a leading law firm and/or in private equity and/or at an international financial institution, especially dealing with equity investments and investment stewardship.
• Demonstrated ability to take a leadership role in non-project assignments and initiatives on legal or compliance subject matters.
• Demonstrated ability to assess risk in a practical and responsible manner and make fair, well-reasoned, independent, and transparent decisions.
• Familiarity with IFC’s business and policies.
• Excellent oral and written communication skills in English, including the ability to summarize reports and draft knowledge content.
• Ability to self-manage, multitask, and work under time constraints.
• Excellent communication and interpersonal skills in English. Other languages are a plus.
• Strong analytical and problem-solving skills, sound business judgment to identify issues, and present creative and practical solutions.
• Excellent organizational and management skills, and ability to manage a broad program of activities; ability to prioritize, to deal with frequent and unexpected changes, and to work with short deadlines.
• Personal integrity, with demonstrated ability to handle confidential matters in a discreet and respectful manner.
• Demonstrated commitment to our core values, including excellence, mutual respect, collegiality, teamwork, diversity and inclusiveness, integrity, innovation, transparency, and accountability.
World Bank Group Core Competencies
The World Bank Group offers comprehensive benefits, including a retirement plan; medical, life and disability insurance; and paid leave, including parental leave, as well as reasonable accommodations for individuals with disabilities.
We are proud to be an equal opportunity and inclusive employer with a dedicated and committed workforce, and do not discriminate based on gender, gender identity, religion, race, ethnicity, sexual orientation, or disability.
Learn more about working at the World Bank and IFC, including our values and inspiring stories.
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