AgDevCo Ventures Board Member

1. IntroductionAgDevCo Limited (“AgDevCo”) is seeking to recruit a board director for AgDevCo Ventures (“AV”).Established in 2009, AgDevCo is a social impact investor that invests in agribusinesses in sub-Saharan Africa. AgDevCo’s mission is to build successful and sustainable African agribusinesses through long term investment and technical assistance to deliver positive impact at scale. Our vision is a thriving and productive commercial African agriculture sector that benefits people, economies and the environment. AgDevCo provides patient capital, in the form of debt and/or equity, and specialist advice to support pioneering agribusinesses.AV is a new investment vehicle that has approximately $50m to invest in early-stage agri-SMEs in East Africa, offering smaller tickets than our main fund. Established as AgDevCo’s subsidiary, AV will invest mezzanine debt and partner with entrepreneurs to grow their companies profitably and with impact. Our investments offer a way of leveraging private capital into socially responsible farming and agri-processing businesses in Africa, with major benefits for smallholder farmers and local communities. AgDevCo has regional offices and country presence in West, East and Southern Africa – and investments in 10 countries in sub-Saharan Africa. AV will focus initially on East Africa, targeting investments in Ethiopia, Kenya, Rwanda, Tanzania and Uganda.AgDevCo has Directors' and Officers’ liability insurance cover.2. RoleTime commitmentBoard meetings will be scheduled in advance and held 2 to 3 times per year. Additional meetings can be held on request.Board responsibilitiesThe terms of reference for the AV Board are attached as an Annexure, and AgDevCo’s code of conduct can be found on our website.2.1 Strategic leadershipSet, monitor and maintain strategic mission and values of organisation as established in the AV Strategic Framework.Establish and monitor policies, procedures and appropriate controls.Hold management accountable for company performance and its ability to achieve its objectives.Represent the interest of shareholders and ensure shareholder capital is effectively utilised.2.2 GovernancePrudent fiscal / financial oversight of the company.Select, manage and support key senior executives (including the Head of Ventures).Risk management and oversight ensuring compliance with relevant laws, policies, procedures, etc.Ensure that the governance arrangements are effective.Ensure board committees are properly constituted and executing designated functions with regular reports the Board.Address and resolve any conflicts within the Board.2.3 External relationsAct as an ambassador for the company and its mission, including with possible funders and shareholders.Maintain close relationships with key stakeholders, including shareholders and partners.Represent the company at external functions, meetings and events.3. Specific responsibilitiesThe experience of the new board members should be focused on AV’s strategic priorities in the next 35 years, which include:Attracting at least $15m of funding from external sources to complement the first loss capital from FCDO.Building AV’s operations including establishing policies and proceduresBuilding a thriving portfolio of agri-SME businessesAdherence to the AV strategy as documented in the strategic framework and corrective action where necessary.4. ProfileTo complement the profile of AgDevCo’s current Board, the following experience and expertise would be desirable with the appointment of new Board members:4.1 Technical skillsLived experience and insight of investing in and/or growing and building businesses in East Africa.Strategic planning, growth and development of an investment company.Experience in structuring mezzanine and debt instruments in emerging markets.Experience in an impact and ESG driven organisation.Prior board or board leadership experience.Highly networked individual.4.2 Behavioral competenciesBroadbased and longterm view of strategic and organisational goalsAbility to evaluate courses of action facing a businessIndependence of mind combined with integrity and humilityAbility to identify, articulate, and balance stakeholders’ interests and objectives constructively and collaborativelyAbility to develop effective and constructive relationships with other board members, management team and external stakeholders5. How to apply?To be considered, email applications must include both of the followinga CV that details all relevant experience.a covering letter that describes the motivation and suitability for this role.AgDevCo is committed to creating a diverse environment and is proud to be an equal opportunity employer. All qualified applicants will receive consideration for employment without regard to race, colour, religion, gender, gender identity or expression, sexual orientation, national origin, disability, or age.Annex A: TOR for AgDevCo Ventures Board of DirectorsA.1 MembershipThe number and composition of the Board is governed by the AV Articles and the AV Strategic Framework. As at the date of these Governance Policies and Procedures, the Board comprises of AgDevCo’s CEO (Chair) and AgDevCo’s Finance Director, with a search underway for a Non-executive director and a second NED to be recruited post financial-close. Where decisions require a vote a majority in favour is required for approval. The Chair of the Board has the casting vote in the event of deadlock. The quorum for a Board meeting shall be at least two Directors (which must include at least one independent Director once appointed). A.2 Role and Authority of the BoardThe authority to conduct all normal business of a company is vested in its Board of directors, operating within a framework (i.e. its de facto terms of reference) set out in the AV Articles and AV Strategic Framework.The role of the Board embraces such matters as:Ensuring adherence to AV’s constitutional documents and Strategic FrameworkSetting overall policies and procedures, reviewing them annually (and updating where required) and ensuring complianceStrategic planningAgreeing to raising of new capitalEnsuring that systems are in place to manage investments and monitor investment performanceSetting annual budgets, including capital and operating expenditures, and monitoring actual expenditures and effectivenessApproving annual company-level impact objectives, and monitoring progress against them through the periodic impact reports Appointing internal and external financial and performance auditorsRisk assessment and management Ensuring systems are in place to ensure corporate compliance with all statutory regulations and all contractual covenantsReview of composition of sub-committees (where relevant)The Board meets at least twice per year, for standard business, but ad-hoc meetings can be called. The Board may choose to delegate some of its powers to Board sub-committees, the Chair, and to senior executives (who may or may not be directors) individually or meeting in committee. Each Board member receives a letter of appointment setting out core duties and is required to adhere to AgDevCo’s Code of Conduct.