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Corporate Governance

Corporate Governance > Investment Services  > Nominee Directorships 

Nominee Directorships

IFC released updated Directive and Procedure regarding the use of nominee directorships and fund committee memberships in March 2010 after thoroughly reviewing and reforming its policies and practices regarding the nomination of directors to client companies and use of advisory committee memberships in private equity funds. Under these new guidelines, IFC will rely more on consultants and former World Bank Group staff to serve on the board of IFC client companies to reduce the appearance of conflicts of interests between IFC’s roles as a shareholder and representation on the board. Nominating external candidates to the client boards should aim to add value to the client company's operations as well as ensure that sufficient time is dedicated to the director’s functions. In limited cases, when investing in closely-held companies where substantially all shareholders are represented on the board, IFC will consider nominating an IFC staff member as long as the considerations of the conflicts of interest and the nominee’s time commitments to IFC and the client can reasonably be balanced.


IFC works with institutes of directors and other organizations of directors globally. For the IFC, it's an opportunity to fill the board seats with qualified directors from emerging countries and directors from developed countries who have work experience in emerging countries.  For more questions about partnerships, please contact Davit Karapetyan (

Nominee Directors Database (NDD)


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 creating shareholder value consistent with IFC’s development mandate.  They serve in their individual capacity, consistent with the fiduciary responsibilities of board members, and not as representatives of IFC.


Nominee Directors are expected to add value to client companies by, inter alia:

  • 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;

  • Supplying an outsider’s perspective in cases where ownership and control are closely held.


IFC seeks to identify and select the most suitable candidates for each board nomination.  Along with having a proven and relevant track record in business or industry, candidates should possess competencies in areas such as finance, law or science and/or practical experience of serving on boards of directors.  Candidates also have to possess suitable knowledge and skills and be well established in the relevant networks.  Ideal nominee directors have an understanding of key corporate governance issues including risk management and the 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.  The final selection of the candidate is the responsibility of the transaction team, subject to proper internal IFC approvals.


IFC set up and maintains the Nominee Directors Database where information about qualified potential nominees and fund committee appointees is stored.  The database gives investment staff access to search for qualified candidates for nomination and appointment. Only the candidates from this database may be nominated and appointed.

This database is accessible to potential candidates by invitation only and allows these individuals to complete an application form which collects their professional experience and it also permits potential candidates to upload a copy of their CV. Once his or her profile has been approved, potential candidates may log in to the website at any time to update their information. In addition, this website allows the nominee directors to submit the required quarterly and annual reports on their work as nominee directors.

The chart below outlines the process for registering in the database.





If you are interested in a directorship please e-mail:

Davit Karapetyan



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