TERMS OF REFERENCE – CONSULTANCY TO CARRY OUT BOARD AND GOVERNANCE ASSESSMENT
- Deadline: July 6, 2026
1. Background
About APHRC
The African Population and Health Research Center (APHRC) is a premier research-to-policy institution generating evidence, strengthening research and related capacity in the African research and development ecosystem, and engaging policy to inform action on health and development. The Center is Africa-based and African-led, with its headquarters in Nairobi, Kenya, and a West Africa Regional Office (WARO) in Dakar, Senegal. APHRC seeks to drive change by developing strong African research leadership and promoting evidence-informed decision-making (EIDM) across sub-Saharan Africa.
In 2020, APHRC undertook its first comprehensive Board and governance assessment with the aim of determining how to best align the APHRC’s Board governance to the Center’s current and future needs. Most of the recommendations arising from the governance, but not the Board assessment, were implemented. In line with the prevailing best practices in corporate governance, APHRC has institutionalized periodic assessments.
Pursuant to the foregoing APHRC intends to conduct a Board and governance assessment and is thus seeking to procure the services of a consultant (governance specialist/firm) for this purpose.
The APHRC Governing Body
APHRC operates under the oversight of the Board of Directors. The APHRC Board is a non-executive board that provides oversight for the Center’s affairs. In accordance with the Bylaws, the Board has between nine and thirteen members. Board members serve in their personal capacity based on professional experience and qualifications, with recruitment and selection criteria and priorities determined by the Nominations and Governance Committee (NAGC).
The Board functions chiefly through Committees that propose resolutions, changes or approvals to the full Board. The Chair of the Board serves as an ex-officio member in all Committees (except the Audit Committee) each of which has at least three other members. Currently, the Board has five Committees:
i) Executive Committee – acts on behalf of the Board and plays an advisory role to the Board in matters relating to the Executive Director’s recruitment and performance. The Committee also deals with Board matters that may arise between Board meetings and reports these to the Board. It also handles sensitive matters that are better suited for a smaller group.
ii) Finance, Risk & Development Committee – assists the Board in fulfilling its fiduciary responsibilities relating to accounting, investment, budget, finance and risk management.
iii) Human Resources Committee – reviews APHRC’s personnel policies and procedures, the organizational structure, and remuneration.
iv) Nominations and Governance Committee – advises the Board on nomination of new members, re-election of first-term members, nomination of Board Chair, Deputy Chair, and the Chairs and members of Board committees, among others. It is also responsible for establishing and regularly reviewing governance policies and procedures.
v) Audit Committee – provides oversight in relation to internal controls, audit, and reporting practices of the Center.
2. Objectives of the consultancy
APHRC seeks a consultant (firm or individual) to undertake a review of its Board and Board-related policies and practices with the aim of identifying whether the Board and Board-related policies and practices are effective and fit for purpose and to identify and make recommendations for change towards improvement. The consultant will thus evaluate the level of Board compliance to best practices and the adequacy/effectiveness of the systems, structures, policies, governance documents, processes and practices of APHRC with a view to making recommendations to further strengthen corporate governance at the Center.
As part of this assessment, APHRC would like the consultant to assess the extent of implementation of the recommendations from the 2020 Board and governance assessment and the impact of this on the current governance structures and practices of APHRC. The consultant will also review and make recommendations on;
i) Board composition and Board appointment
- The number of Board members
- The Board term limits and renewal process considering best governance practices
- The appropriate Board profile (including experience, expertise, geographical representation, gender and any other attributes) and its alignment with the Center’s current and future needs
- Board functions and responsibilities to ascertain if these respond to the market needs and whether they are forward looking
- Best practices in the Board appointment process.
ii) Board committees
- Types, number and membership of Committees
- Scope and mandate including potential gaps, overlaps and redundancies
- The role of the ExCo in relation to other Board committees
iii) Board governance instruments including Bylaws, governance policies, Terms of Reference
- For consistency, adequacy, strategic focus and good governance
- To ensure congruence with any proposed changes in the Board structure and functions
- Ensuring a strong pipeline for Board members and the current Board recruitment process
- The adequacy of the length and number of Board terms, including the provisions on term limits
iv) Board strategic focus
- Whether the conduct of Board business adequately provides for a greater focus on strategic issues
- Mechanisms through which the Board can enhance its focus on strategic issues
- Mechanisms for better delineation of Board and management roles
- The role of the Board in fundraising
v) Board relationship with Executive Leadership
- Effectiveness of communication between the Board and Management using actual situations from previous key decisions
- Preparation for, actual, and post Board meeting interactions among Board members and between Board members and Management;
- Preparation for, actual, and post Committee meeting interactions; and organization of Committee meetings in-between meetings of the Board
- Board support for the Executive Leadership Team including examples of actual situations from previous key initiatives
vi) Board Assessment and Case studies of recent Board actions/involvement
- Assess the adequacy of current board and committee assessment practices and recommend a performance evaluation framework for the Board, Board Committees and individual Board members
- Provide assessment tools and approaches for Board members’ term renewal
- Select two or three recent, significant activities or processes undertaken by the Board and Senior Management, as a way to examine how Board policies and processes have played out in real situations in the recent past.
vii) APHRC Governance Framework
- Generally, assess APHRC’s current governance framework
- Identify any gaps
- Provide recommendations for improvement
3. Expected outputs
It is expected that the assessment shall be carried out in accordance with prevailing local and international governance assessment standards and guidelines relating to international not-for-profit organizations. The consultant will also be expected to employ modern practices, techniques and technologies in conducting the assessment. The following are expected of the consultant;
i) Detailed methodology for undertaking the assessment including tools, timelines, and milestones. This may include the consultant attending a meeting of the Board to observe Board interactions
ii) Interim report
iii) Final narrative report of the findings, recommendations and an implementation matrix
iv) One presentation made to the Board of interim findings
v) One presentation made to the Board of the final report
4. Ethical Considerations
All assessment activities will strictly adhere to APHRC ethical and data protection policies, including informed consent, confidentiality, and responsible data management .
5. Qualifications and Competencies
APHRC is seeking an experienced consulting firm or individual (with a strong preference for a firm, but open to considering individuals with exceptional qualifications) with demonstrated experience in conducting governance assessments, especially for not-for-profit international organizations. The consulting firm should present a highly skilled and experienced team and a lead consultant with the following:
i) At least 10 years demonstrated experience in institutional governance matters preferably in not-for profit organizations
ii) Strong planning, management, facilitation, interpersonal, and communications skills
iii) Currently or previously holding a senior leadership position that requires interacting with boards would be an added advantage
6. Application process
Application documents should include:
i) Cover letter describing their eligibility for the assignment and understanding of the TOR.
ii) A technical proposal outlining the evaluation approach, methodology, workplan, and any underlying organizational development frameworks.
iii) A financial proposal (itemized budget).
iv) Detailed curriculum vitae of key personnel.
v) Work profile including a reverse chronological list of similar projects/assignments and contract details (name, email/phone) of supervisors/clients.
vi) Three professional references.
Applications should be submitted via email to consultancies@aphrc.org, copying procurement@aphrc.org with the email subject “ Board and Governance Assessment”. The deadline for submission of applications is July 6, 2026. Only shortlisted candidates will be contacted.
Special Notice
APHRC is an equal opportunity employer that is committed to creating a diverse and inclusive workplace. All employment and consultancy recruitment decisions are made based on qualifications and organizational needs. Reasonable accommodation may be provided to applicants with disabilities upon request to support their participation in the recruitment process.
As part of our safeguarding and protection framework, successful candidate(s) will be subject to robust reference checks, including verification of past conduct related to safeguarding and workplace behavior.
Applicants are not required to make any payments to anyone during any stage of the recruitment process.