REQUEST FOR EXPRESSIONS OF INTEREST

Independent Members for the Investment, Risk and Claims Committee (IRCC), Private Sector Credit Enhancement Facility (PSF)

AFRICAN DEVELOPMENT BANK

01 B.P. 1387 Abidjan 01 – Côte d’Ivoire

Private Sector Credit Enhancement Facility (PSF),

Resource Mobilization and External Finance Department (FIRM2)

E-mail: afdbrecruitment@devex.com, c.ambert@afdb.org and o.kacou@afdb.org

1. The Private Sector Credit Enhancement Facility (PSF) hosted by the African Development Bank hereby invites Individual Consultants to indicate their interest in the following Assignment : Selection of Independent Members – Investment, Risk and Claims Committee (IRCC) for the Private Sector Credit Enhancement Facility (PSF) ;

2. PSF has retained Devex to support the selection of six (6) Independent Members of the IRCC. Any questions or requests for clarifications may be sent to: afdbrecruitment@devex.com, c.ambert@afdb.org and o.kacou@afdb.org

3. The Private Sector Credit Enhancement Facility (Facility or PSF) was established in 2015 by the African Development Fund (ADF) and the African Development Bank (ADB), to support the financing of private sector projects in Low-Income Countries (LICs) and transition states in ADF-eligible countries. The PSF is operating as a leveraged vehicle capable of guaranteeing 2.25 times its capital base to build a portfolio of USD 1.4 billion of partial credit guarantees ;
4. The Facility is seeking to mobilize six individual consultants for the role of Independent Members of the Investment Risk and Claims Committee (IRCC). The role of the IRCC is to assist the ADF Board of Directors by providing independent technical oversight of the Facility to ensure its financial sustainability, effectiveness, and solvency as a risk participant. IRCC will also perform a second line technical review and clearance of recommendations of the PSF Administrator (PSFA) to the Board of Directors ;
5. PSF invites Individual Consultants to indicate their interest in providing the services described in the ToR. Interested eligible consultants shall provide information on their qualifications and experience demonstrating their ability to undertake this assignment (CV, cover letter, documents, reference to similar services, experience in similar assignments, etc.) ;
6. Detailed information on the background, objectives, scope of work, and qualifications can be found in the attached Terms of Reference (Annex 1) ;
7. The eligibility criteria, the establishment of a short list and the selection procedure shall be in conformity with the Bank’s Procurement Policy and Procedure for Corporate Consultants Recruitment. Please, note that interest expressed by a consultant does not imply any obligation on the part of the Bank to include him/her in the shortlist ;

8. The appointment of Independent Members of the IRCC is for a duration of one (1) year renewable twice and the estimated starting date is December 2021. The estimated effort level for each member of the IRCC is up to 36 days a year. The IRCC shall meet as often as required by the Facility’s business and may deliberate virtually (tele, video conference or round-robin) but will meet in person at least once a year. Should physical travel not be possible, due to exceptional circumstances, all independent members must agree to such annual in-person meeting to be held virtually ;

9. The IRCC is a non-resident committee. Independent Members will be mobilized on a retainer contract for consultancy services and remunerated by the Facility. The remuneration of individual members will be based on the Bank’s scale for independent consultants ;
10. Expressions of interest including at least (i) a cover letter and (ii) a comprehensive CV must be submitted through this application link: https://survey.alchemer.com/s3/6496301/Independent-Members-Investment-Risk-and-Claims-Committee-IRCC-PSF-Application-Form no later than 01 October 2021 at 18h00 GMT. Applications can be written in English or French.

Establishment of the Short List :

A shortlist of individual members will be established and will be judged on the following criteria based on their updated resume.

Terms of Reference: Please see Annex 1

Annex 1:

TERMS OF REFERENCE

Independent Members for the Investment, Risk and Claims Committee (IRCC)

1. Introduction/Background :

The Private Sector Credit Enhancement Facility (Facility or PSF) was established in 2015 by the African Development Fund (ADF) and the African Development Bank (ADB), to support private sector financing in ADF countries.

The Facility’s mandate is to support the financing of private sector projects in Low-Income Countries (LICs) and transition states in ADF-eligible countries. It performs this role by providing an unfunded Risk Participation to cover part of the credit default risks and losses of covered Non- Sovereign Operations (NSOs) of the ADB. The PSF’s Risk Participation is first-demand, unconditional and irrevocable.

The Facility is operating as a leveraged fund expected to cover an aggregate value of exposure equal to 2.25X the total amount of its risk bearing capital The maximum PSF program amount (constituting the aggregate value of all the net exposures covered) is set at UA 1.1 billion (approximately USD 1.55 billion based on current exchange rates).

The Facility is established as a Trust Fund managed by the ADF as a trustee under an arrangement governed by Article 8 of the Agreement establishing the ADF and the usual practices and principles applicable to Trust Funds managed by international financial institutions. It is without a distinct legal personality, managed by its trustee, and is hosted by the ADB at its headquarters in Abidjan, Cote d’Ivoire.

The ADF Board of Directors is the ultimate oversight body of the Facility. Following a recent revision of the Facility’s Statutory Framework, PSF will henceforth be supported by an Investment, Risk and Claims Committee (IRCC).

2. Scope of work :

The Facility is seeking to mobilize six individual consultants for the role of Independent Members of the IRCC. The role of the IRCC is to assist the ADF Board of Directors by providing independent technical oversight of the Facility to ensure its financial sustainability, effectiveness, and solvency as a risk participant. The IRCC’s role is to perform a second line technical review and clearance of recommendations of the PSF Administrator (PSFA) to the Board of Directors.

In particular, and as specified in the statutory framework for the Facility, the IRCC will be tasked with:

Governance : Strengthening the compliance and risk management function of the PSF by providing necessary technical controls in the Facility’s portfolio construction and management function.

Policy and strategy :

• Reviewing and clearing the policies, strategies and guidelines prepared by the PSFA to manage its operations, credit, liquidity, interest rate, currency risks and counterparty credit risk;
• Providing technical oversight in terms of the Facility’s operations, capital adequacy and risk, treasury strategy, as well as its asset and liability management guidelines;
• Reviewing and clearing the Facility’s investment planning and capital utilization, and liquidity management activities;

Operations :

• Reviewing and clearing the recommended Risk Participations by the PSFA in terms of compliance and portfolio management matters;
• Reviewing and clearing amendments to the terms of the Risk Participations, transferability and assignments of Risk Participations;
• Reviewing and clearing recommendation reports before submission to the ADF Board of Directors;
• Authorizing requests for payments made to a Lender in the event of a call on the PSF Risk Participation for amounts up to a maximum of ten (10) million UA;

Financial management and reporting :

• Reviewing and clearing the Facility’s financial projections as well as its budget and three- year (3) program;

• Reviewing and clearing the financial statements and management responses to audit recommendations, prior to ADF Board approval of financial statements; and
• Reviewing and clearing the annual assessment of the PSF’s classification of projects’ “at risk status” and proposed provisioning.

3. Membership and operational modalities of the IRCC The IRCC shall comprise seven (7) members as follows :

• Three (3) voting members all independent of ADB Staff and Management;
• Three (3) alternate non-voting ex-officio members all independent of ADB Staff and Management; and
• The PSFA as a non-voting ex-officio member.

The distribution of voting and non-voting roles will be according to subject matter expertise and experience, and all independent members are expected to participate in deliberations of the Committee. The designation of voting or alternate members will rotate in line with the agenda item(s) being considered during each meeting of the IRCC.

The IRCC Chairmanship will be selected by consensus by all independent members. The Chairmanship will be held on a rotational basis for a period of one year.

All voting and alternate members of the IRCC shall be recommended by the PSFA and approved by the ADF Board of Directors.

4. Administration/reporting :

The ADF Board of Directors is the ultimate oversight body of the Facility. The Private Sector Facility Administrator (PSFA) oversees the Facility’s day-to-day management and organization of the Facility’s administrative, financial management and technical operations including recommending operations for inclusion in the portfolio and verification of claims. The PSFA is assisted by PSF project staff and consultants.

IRCC Independent Members will be subject to approval by the ADF Board.

5. Duration of the assignment :

The appointment of all independent members of the IRCC is for a duration of one (1) year renewable twice. The estimated effort level for each member of the IRCC is up to 36 days a year.

The IRCC shall meet as often as required by the Facility’s business. The IRCC may deliberate virtually (tele, video conference or round-robin) but will meet in person at least once a year. Should physical travel not be possible, due to exceptional circumstances, all independent members must agree to such annual in-person meeting to be held virtually. For a quorum to be established, all IRCC voting members must be present, virtually or physically.

6. Remuneration :

The IRCC is a non-resident committee. The selected members of the IRCC will be subject to approval by the Board of the ADF. Independent members will be mobilized on a retainer contract for consultancy services and remunerated by the Facility. The remuneration of individual members will be based on the Bank’s scale for independent consultants.

The fees will be recommended to the ADF Board of Directors for approval.

7. Person Specifications :

IRCC members must have relevant technical and operational qualifications and experience in the fields related to the activities and management of structures similar to the Facility.

In terms of academic qualifications, each of the members of the IRCC will need to hold a minimum of a Master’s degree in one of the following disciplines: finance, audit, risk management, business administration, actuarial science, law, engineering, economics, mathematics. Additional professional non-degree qualification and certifications, such as CFA, FRM, ACCA, CPA (or equivalent) would be desirable.

As a group, the independent members of the IRCC will be persons who have a minimum of 15 years of progressive experience, including operating at a senior level, in one or more of the following functions :

• Structuring and/or underwriting of borrowers across the infrastructure (energy/power, transport), industries, agroindustry, and financial sectors in the African region- particularly low income and transition countries ;
• Risk and financial management in the insurance and/or financial sector ;
• Fiduciary / management of trusts and/or investment funds ;
• Asset and liability management preferably in a guarantee fund or insurance company ;
• Treasury strategy and management ;
• Financial and capital planning, fundraising and mobilization ;
• Financial management, financial reporting, auditing for non-banking financial institutions.

Consultants with a successful track record as a member of the Investment, Credit Risk and/or Asset and liability Management Committees of a multilateral financial institution, investment fund or commercial financial services provider are highly encouraged to apply.

Additional requirements include :

• A commitment to the mandate of the PSF- namely to contribute to socio-economic development results by supporting the financing of private sector projects in low income African countries, transition countries preferred ;
• Familiarity with the Environmental Social and Governance as well as compliance safeguards applied by Development Finance institutions ;
• Robust understanding of credit and non-credit risks associated with private sector financing in frontier markets ;
• A constructive approach to exercising technical oversight with the ability to challenge rigorously, advise sensibly, decide dispassionately ;
• IRCC independent members should be considered leaders in their field of technical expertise with high level of credibility, integrity and ethical standards in both professional and personal dealings ;
• Strategic mindset with attention to technical detail ;
• Ability and willingness to commit time to perform the role, which requires a time commitment of up to 36 days a year ;
• Fluency in one of the African Development Bank Group’s official languages (English or French), and preferably with a working knowledge of the other ;
• Eligible consultants must be nationals of the member countries of the African Development Bank Group ;
• PSF seeks a diverse group of independent members representing a wide range of geographic expertise, nationalities, and gender.