What is an IFC Nominee Director?
|Frequently Asked Questions
An IFC Nominee Director is an individual with a proven track record in business and industry who is nominated by IFC to serve on the Board of Directors of an IFC client company when IFC decides to exercise its contractual or legal right.
What is the role of IFC Nominee Directors?
IFC Nominee Directors are called to serve on boards of IFC equity investment clients with the objective of adding value to the clients’ operations and create shareholder value consistent with IFC’s development mandate. Nominee Directors will serve in their individual capacity, consistent with the fiduciary responsibilities of board members, and not as representatives of IFC as a shareholder.
How do IFC Nominee Directors add value to an IFC client company’s’ operations?
Nominee Directors may add value to client companies by:
Who can be nominated by IFC as an IFC Nominee Director?
- Providing global sector and market knowledge to the client,
- Providing specific technical expertise which aids client operations,
- Aiding the client in improving its corporate governance, including better functioning of the board of directors (and its committees) and implementing the company’s corporate governance improvement program,
- Furthering the sustainability of client operations by supporting the improvement of the company’s environmental and social policies, or
- Supplying an outsider’s perspective in cases where ownership and control are closely held.
For each director nomination, IFC seeks to identify and select the best candidate, under the given circumstances, meeting the desired profile (a mix of skills and experiences) consistent with the rationale for the director nomination right. Therefore, any individual with a proven track record of industry experience and/or particular competencies in areas such as finance, law, or science and/or practical experience of serving on boards of directors that best fits the client company’s needs can be nominated. Candidates would have to also possess regional and local industry and/or market knowledge, necessary language skills, as well as global, regional and/or local contacts and networks. Ideal nominee directors have an understanding of key corporate governance issues including an exposure to and an understanding of risk, ability to probe and challenge key strategic issues. Finally, IFC Nominee Directors would need to possess proven commercial and business judgment with outstanding strategic skills as well as the ability to perform in Board and subcommittee environments whilst being collaborative and a strong team member.
Who selects and nominates an IFC Nominee Director to a specific client company board?
IFC investment/portfolio staff responsible for the specific client together with IFC’s Corporate Governance Unit will define the desired candidate profile and search for candidates matching such profile in IFC’s Nominee Directors Database. Only persons registered in the Database may be nominated. If a suitable candidate is identified and not in the database, they may be added to the database in order to be considered for the board seat. The final selection of the candidate is the responsibility of the transaction team, subject to proper internal IFC approvals.
How can one be considered as a candidate to be an IFC Nominee Director?
Only persons registered in IFC’s Nominee Directors Database may be considered when suitable board opportunities arise. IFC is not openly soliciting for candidates to apply to be registered in the database. Rather, special invitation is extended directly or through partner institutions. Candidates may also be referred by IFC partners and contacts to be included in the database. To register in the Database, invitees need to create an account using this (www……) and complete and submit their profile for registration following the instructions on the website.
What is the registration process?
The registration process is simple. Invited individuals fill out an online form where candidates provide information about their professional experience and skills, as well as identify their areas of interest and expertise. After submitting the completed candidate form and CV, the information is reviewed by the IFC Corporate Governance Unit. Once approved, the candidate information and CV are added to the Database, which IFC Investment staff access to identify suitable candidates. If a candidate is nominated to fill a board seat on a client company, he or she will be asked use the website to prepare and submit periodic reports (quarterly and annually) to IFC regarding their role on the IFC client’s board.
Am I guaranteed a board seat?
Board seats are limited and a nomination to one depends on several factors such as the specific skills and experiences required of the Nominee, the client’s needs, locations of the company’s headquarters and venues where board meetings take place, and language requirements. Once your profile has been approved you will be considered in the candidate pool for future directorships.
What are the functions of an IFC Nominee Director?
An IFC Nominee Director must act in good faith according to the best interests of the company and all shareholders irrespective of who nominated him/her. Additionally, a director must do the following:
What are the expectations, responsibilities, and time commitments required by IFC Nominee Directors?
- Prepare appropriately for each board meeting (i.e. read the meeting materials) in advance of a meeting,
- Make reasonable inquiry in appropriate circumstances,
- Make all decisions after reasonable discussion,
- Display maximum care and prudence that may be expected from a good manager in a similar situation and under similar circumstances,
- Ensure that the company is compliant with all applicable laws,
- Actively participate in Board meetings,
- Receive sufficient information from the CEO and senior managers to enable the Board to make balanced decisions,
- Exercise adequate control, and
- Review minutes of each board meeting to ensure that they are complete and accurate.
The Nominee Director shall exercise his/her best efforts to fulfill his/her duties as director, including attending all board meetings. The nominee director shall attend (physically or via electronic means of communication) at least 75 percent of the board meetings per year or resign if he/she fails to do so. They are also expected to be active board members by being able to challenge and probe, question and deliberate, and finally reach decisions independently. Additionally, Nominee Directors are required to periodically report to IFC on their progress in their role as a Nominee Director.
What is the relationship between IFC and Nominee Directors?
IFC recognizes that the Nominee Directors owe fiduciary duties to the company (and at times, depending upon applicable law, other stakeholders). Therefore, IFC does not intend to provide any instructions to Nominee Directors on how to perform their duties as a director. The reporting requirements from the Nominees back to IFC are strictly limited to the directors’ attendance of board meetings and to enable IFC to understand how the Nominee adds value to the client’s operations and implements the objectives of the nomination. No reporting on operational and confidential information is expected. However, being a development institution, IFC will set specific objectives for every nomination and encourage the Nominees to have them accomplished during their service on the board.
What limitations are there for board nomination and service?
All nominations shall be for a term sufficient to fulfill the directorship objectives, but not to exceed three years. If the directorship objectives are not fully accomplished at the end of the first term, the director may be re-nominated for one additional term of up to three years. Additionally, Nominee Director candidates may serve as IFC nominee directors on not more than three boards of IFC client companies at the same time, and the total number of directorship seats concurrently occupied by the candidate, including any non-IFC client boards, shall not exceed five. Finally, IFC shall not nominate a director to serve as a chairman of the client company’s board but may agree to have the nominee director serve on or chair one of the board’s permanent or ad hoc committees, with the exception of committees tasked with executive management functions (such as executive and investment committees).
How and by whom are Nominee Directors contracted once nominated to IFC client boards?
IFC Nominee Directors are contracted directly by IFC and not client companies on whose board they are nominated to serve. This arrangement is done so that IFC can extend indemnity protection to its Nominee which is on top of the clients’ indemnification and Directors and Officers Liability Insurance. Additionally, fees for directorships service paid by IFC are tax-free in many jurisdictions. Specific details will be covered at the time of nomination. The fees paid to Nominee Directors are defined as daily fees the amount of which is decided based on World Bank Group’s fee matrices for Short Term Consultants. Such fees depend on the area of expertise and years of experience of the Nominees. All Nominee Directors shall turn over any remuneration, benefits or consideration received from the client company to the IFC. IFC may make arrangements with client companies to fully or partially recover the fees paid to Nominee Directors.
Are Nominee Directors considered staff of the World Bank Group?
IFC Nominee Directors are hired as Short Term Consultants and are subject to all IFC HR and other policies.
How are travel expenses covered for IFC Nominee Directors?
Travel and all other associated expenses are covered by IFC. IFC may seek that the client companies fully or partially reimburse the IFC for the expenses associated with the directorship.
Where can I get further information?
For further information, please contact Dylan Pulver (email@example.com) or Davit Karapetyan (firstname.lastname@example.org) of the IFC Corporate Governance Unit.
I was unable to log in into my account after six (6) attempts and I am now locked out of my account. How do I gain access to my account?
In order to unblock your account, please contact Technical Support.
Does the IFC provide training on nominee directorships?
Yes, a training workshop on directorships is held once a year. This workshop is usually held in December and takes place in Washington, DC.
Is there an orientation for Nominee Directors?
There is no formal orientation for Nominee Directors. All relevant information required to sit on a board of an IFC client company is provided by the IFC.
Does the IFC perform a background check on candidates?
Yes, all interested individuals undergo a background check before being included in the database. The IFC investigates the background, character, professional qualifications and performance, and general reputation of all possible candidates. This background check includes, without limitation, such activities as contacting references or previous employers, performing credit and integrity investigations, and conducting other background checks to verify credentials.