African Population and Health Research Center (APHRC)
Terms of Reference
Consultancy for APHRC Board Assessment
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 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).
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:
A. Overall Board composition
1. The number of Board members.
2. 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.
3. Board functions and responsibilities to ascertain if these respond to the market needs and whether they are forward looking.
B. Board committees
4. Types, number, and membership of Committees.
5. Scope, mandate, and roles of Committees, including potential gaps and/or redundancies.
C. Board governance instruments
6. APHRC Board by-laws and governance guidelines to ensure consistency between the two documents.
7. Current governance guidelines, including terms of reference for Committees.
8. Board governance documents to ensure relevance with any proposed changes in the Board structure and functions.
9. Board strategic focus.
10. Ensuring a strong pipeline for Board members and the current Board recruitment process.
11. The adequacy of the length and number of Board terms, including the provisions for term limits.
D. Board relationship with Executive Leadership
12. Effectiveness of communications between the Board and Management using actual situations from previous key decisions.
13. Preparation for, actual, and post Board meeting interactions among Board members and between Board members and Management.
14. Preparation for, actual, and post Committee meeting interactions; and organization of Committee meetings in-between meetings of the Board.
15. Board support for Executive Leadership initiatives, including examples of actual situations from previous key initiatives.
E. Board Assessment and Case studies of recent Board actions/involvement
16. Provide suggested assessment tools and approaches for Board members term renewal.
17. 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
1. Detailed methodology for doing the assessment including tools, timelines, and milestones.
2. Interim report.
3. Final narrative report.
4. One presentation made to the Board of interim findings.
5. 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.
CLICK HERE for a detailed terms of reference
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 email@example.com, with a copy to Sheila Mwero at firstname.lastname@example.org 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.