IFC equity investments provide the developmental support and long-term capital that private enterprises need to grow.
In seeking to promote best practices in corporate governance, IFC nominates directors to serve on the boards of investee companies to add value to their operations and create shareholder value consistent with IFC’s development mandate.
IFC Nominee Directors are expected to commit adequate time and attention to board responsibilities and act on a fully informed basis, in good faith, with due care, and in the best interests of the company and all its shareholders.
While each board position has its own requirements, IFC typically looks for candidates from diverse backgrounds with the following capabilities when sourcing candidates for IFC Nominee Director roles:
- Previous corporate board experience and / or a track record as a senior corporate executive
- Willingness to travel to developing countries
- Financial literacy – ability to interpret financial reports and metrics to make informed decisions
- Well versed in corporate governance matters
- Knowledge of environmental, social and governance (ESG) matters
- Strong interpersonal skills and ability to handle complex relations on boards
- Ability to help improve board processes and decision-making
- Regional experience in developing countries
- Fluency in a second language other than English might be required
- Specific industry / sector knowledge and an understanding of the impact of new technologies
- Additional expertise in handling material corporate changes
Improving Board Diversity
IFC is building capacity, raising awareness, and expanding the discussion about diversity on boards of directors in emerging markets in addition to promoting our overall environmental, social, and corporate governance standards.
IFC has developed a comprehensive approach to strengthening the role of women and nationals of emerging markets on the boards of our client companies. Pro-active and more diverse sourcing of qualified candidates over recent years has enabled IFC to increase diversity on the boards of investee companies.
IFC Nominee Directorship Center
IFC’s Nominee Directorship Center was established to guide equity teams in strategically and effectively exercising our nomination rights and supporting nominee directors in performing their fiduciary duties in the best interest of the companies they serve, in line with IFC’s values and mandate. The Nominee Directorship Center maintains a growing network of seasoned diverse board directors who might be interested in becoming IFC Nominee Directors, in line with IFC’s mission and values. It sources candidates for board positions and provides nominated directors with on-boarding, continuing education, and knowledge resources.
An invitation to join IFC’s Nominee Directorship Database is not meant as an endorsement or board director certification. It furthermore does not guarantee being selected for an IFC Nominee Director seat.
Frequently Asked Questions
How are IFC Nominee Directors chosen?
When an investment portfolio team indicates a need to nominate or replace a nominee director, the Nominee Directorship Center sources candidates based on criteria specified by the portfolio team. Shortlisted potential candidates are thoroughly reviewed to ensure they have the capacity and are not conflicted before being invited to interview for a specific board position. The final selection is then made by the Global Industry Equity Head. Once nominated by IFC, the appointment to the board is done by the company and may require additional regulatory clearance.
Are IFC Nominee Directors allowed to select the board on which they would like to serve?
While IFC Nominee Director candidates are encouraged to express their interest regarding type of company, sector and/or region for which they would like to be considered, it is entirely up to the IFC to match potential candidates to existing opportunities. We will reach out only to shortlisted candidates.
How long are IFC Nominee Directors expected to serve?
Typically, IFC Nominee Directors serve no more than six years on any IFC investee company board and may resign or be removed at any time.
On how many IFC investee company boards can an IFC Nominee Director serve?
Assuming they have no conflict of interest, have sufficient time and capacity, and there are no local legal restrictions, external (i.e., non-IFC staff) IFC Nominee Directors can serve on up to three IFC client company boards simultaneously. IFC Nominee Directors should not serve on more than five corporate boards at any given time to ensure they can dedicate sufficient time to their duties.