Consultancy for Board Orientation and Sensitization
Employer: ICRHKType: Part-timeMinimum Experience: 7 Years
| Location: Mombasa | Positions: 1 | Department: Program |
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.
Personal Attributes
• Demonstrable experience providing governance advisory, board development or related capacity-building support to nonprofit or public benefit organizations.
• Sound working knowledge of Kenya’s PBO Act, 2013 and the broader nonprofit regulatory framework.
• Proven experience facilitating training or orientation sessions for boards or senior leadership.
• For firms: a demonstrated track record of similar assignments, with references.
Academic Qualifications
| Qualification Name | Level |
|---|---|
| • An advanced degree in law, governance, public administration, nonprofit management or a related field. | Degree |
Skill Qualifications
| Skill | Level |
|---|---|
| Strong facilitation, communication and report-writing skills. | Expert |
Attachments
| Document Name | Is Mandatory? |
|---|---|
| • A technical proposal demonstrating understanding of these Terms of Reference, proposed methodology and work plan. | Yes |
| • A financial proposal/budget | Yes |
| • Curriculum vitae(s) of the lead facilitator(s) and any supporting team members. | Yes |
| • Contact details of at least two to three references from similar past assignments. | Yes |
