About the Job
International Centre for Reproductive Health is a not-for-profit
organization governed by a Board of Directors that provides strategic oversight
to the organization. ICRH is registered and operates within the regulatory
framework governing public benefit and non-governmental organizations in Kenya
and is therefore subject to the provisions of the Public Benefit Organizations
(PBO) Act, 2013, which became operational in May 2024 and introduced revised
governance, accountability and compliance requirements for organizations of
this nature.
As ICRH's Board composition evolves over time, there is a need to
periodically reinforce a shared, up-to-date understanding among Board members
of their governance mandate, individual and collective responsibilities, and
the distinction between the Board's oversight role and the Secretariat's
management role. This is also an opportune moment to finalize and formally
adopt the organization's Board Charter. It is against this background that
ICRH, through its Chief Executive Officer, seeks to engage a qualified
consultant or consultancy firm to design and facilitate a Board orientation and
sensitization program, including support to finalize the Board Charter.
Objectives
of the Consultancy
A structured orientation and sensitization exercise offers the
Board an opportunity to refresh its collective understanding of good governance
practice, clarify statutory and fiduciary obligations, and ensure it is well
positioned to exercise effective oversight in line with the current legal and
regulatory environment, including the PBO Act. Such an exercise also provides a
timely opportunity to finalize and formally adopt the Board Charter and
supports continuity and cohesion within the Board as its membership evolves
over time.
Duties & Responsibilities
Objectives of the Assignment
The consultant will:
i.
Overall
Objective
o
To engage a qualified consultant to design and
facilitate a Board orientation and sensitization program that strengthens the
ICRHK Board's understanding of its governance mandate and equips it to operate
effectively within the prevailing legal and regulatory framework.
ii.
Specific
Objectives:
o
Reinforce
the Board's mandate: Reacquaint Board members with
their statutory, fiduciary and ethical roles and responsibilities.
o
Clarify
governance versus management:
Build a shared understanding of the distinction between the Board's oversight
function and the Secretariat's day-to-day management function.
o
Build
regulatory awareness: Enhance Board members'
understanding of the PBO Act, 2013 and its implications for compliance,
reporting and organizational operations.
o
Finalize
the Board Charter: Support the Board to review,
finalize and formally adopt its Board Charter, together with related policies
and committee structures, in line with good governance standards.
o
Promote
Board cohesion: Foster a shared orientation
and working relationship among Board members going forward.
Scope of Work
The
consultant will cover, at a minimum, the following thematic areas, tailored to
ICRHK's context:
• Principles and models of nonprofit
governance.
• Roles, duties and legal liabilities of
Board members, including duty of care, loyalty and obedience.
• Distinguishing governance from
management: the respective roles of the Board and the Secretariat.
• Board structures and practice, including
committees, terms of reference and meeting procedures.
• Overview of the PBO Act, 2013 and its
implications for compliance, reporting and Board accountability.
• Ethics, conflict of interest and codes
of conduct for Board members.
• Board self-assessment and continuous
learning.
In
delivering the above, the consultant is expected to:
• Undertake a brief review of ICRHK's
existing governance documents (constitution/founding instrument, board charter
and relevant policies).
• Design a tailored orientation curriculum
and session agenda.
• Develop orientation materials, including
a facilitation guide, presentation and reference handbook.
• Facilitate the orientation and
sensitization workshop.
• Facilitate the review and finalization
of the Board Charter for formal adoption by the Board.
• Undertake a brief pre- and post-session
assessment of Board understanding, where appropriate.
• Prepare and submit a final report
summarizing key outcomes and recommendations.
Methodology and Approach
The consultant is expected to propose a
participatory and interactive methodology, which may include presentations,
case studies, structured discussion and question-and-answer sessions. The
approach should be tailored to ICRHK's specific governance context, informed by
a review of relevant documents prior to the session, and should result in
reference materials the Board can consult beyond the orientation itself. The
consultant is encouraged to propose refinements to this methodology as part of
their technical proposal.
Deliverables
i.
An inception report and work
plan, submitted at the start of the assignment.
ii.
A finalized orientation agenda
and set of training/orientation materials.
iii.
A facilitated Board orientation
and sensitization workshop.
iv.
A concise Board orientation
handbook or reference toolkit.
v.
A finalized Board Charter,
ready for formal adoption by the Board.
vi.
A final consultancy report
presenting key findings and recommendations for strengthening ongoing
governance practice.
Duration and Timeline
The assignment is expected to be delivered within 15 calendar days
spread across 3 months from the date of contract signing, inclusive of a two-day
orientation workshop and finalization of the Board Charter. The consultant's
proposed work plan, submitted as part of the inception report, should set out
how these deliverables will be sequenced within this timeframe.