Terms of Reference: Hargeisa or Mogadishu Civil Society Corporate Governance/Board of Directors Capacity Development Expert


Type: Corporate Governance/Board of Directors Capacity Development Expert
Duration: On-call   
Start Date: Mid-late June 2022


Urur Kaab is a three-year (January 2020–January 2023) EU-funded technical assistance programme implemented in Somalia and Somaliland by a consortium led by FCG Sweden. The goal of the program is to strengthen the capacity of civil society organisations working in the governance and democracy sector to mobilise citizens to participate more effectively in democracy and governance reform processes through representation, participation, transparency and accountability. The programme aims to achieve this goal through implementation of three interrelated components:

  1. Enhancing civil society organisational and programming capacity
  2. Enhancing capacity of civil society to understand and advocate for the needs of their constituents
  3. Developing partnerships and networking abilities of CSOs

For more information about Urur Kaab, please visit www.ururkaab.org

Following the conclusion of the inception phase during which Urur Kaab mapped civil society organisations in Somalia and Somaliland to determine their locations, types of activities they were implementing and what networking/coordination mechanisms are in place, the programme has identified 70+ civil society organisations that are implementing activities in the governance and democratisation sectors; a criteria was developed for assessing CSOs to determine if they are working in the governance and democracy sectors and the 70+ organisations that have been selected for support were assessed against this criteria.

The 70+ organisations that were identified as implementing governance and democratisation projects and activities have gone through a detailed capacity assessment to determine their capacity needs. The capacity assessments have been followed with de-briefing sessions during which the CSOs, with the facilitation of the Urur Kaab team, identified organisational development priorities for the individual CSOs

In their interactions with the civil society organisations receiving support from the Urur Kaab programme, the Technical Assistance (TA) team has identified many instances of overlaps between the roles of the governing body (boards of directors, trustees) and the management of the organisations. Further, review of the different organisations establishing documents such as constitutions indicates there is often lack of clarity between the role of the boards of directors, trustees, etc on the one hand and that of the organisation’s management. Additionally, there were noted many instances where members of the governing bodies (boards of directors, trustees, etc) have allocated to themselves roles that are of a management nature. Other notable concerns were poorly defined qualifications for membership to the governing body especially amongst membership organisations (in many cases, the only requirement is nomination by an organisation which is a member of the network), absence of board committees and no requirements of skills, experience and networks that would advance the organisation’s vision and mission.

An outcome of this state of affairs is lack of effective oversight since the board of directors are only answerable to themselves; further considering that boards of directors are responsible for policy making and setting strategic direction for the organisation, there is real potential for conflict of interest and organisational inefficiencies when the same entity is responsible for both policymaking/setting of strategic direction as well as the implementation/execution. Also, considering that management bodies meet on scheduled intervals, the absence of board committees allocated responsibilities for oversight over specific focus areas is likely to result in matters not being discussed exhaustively and some of the board members not being fully engaged.

To address the foregoing policy, capacity and practices gaps and enable governing bodies to respond to emerging corporate governance issues with the right corporate governance practices, Urur Kaab seeks to engage the services of consultant(s) to provide technical capacity, leadership and policy development to CSOs whose assessments and interactions with the TA team highlighted corporate governance capacity and policy gaps. This Terms of Reference elaborates the task for corporate governance/governing bodies specialist in improving/strengthening governance and oversight policies, processes and procedures by the CSOs.

The Purpose of the Assignment

The purpose of the assignment is to review the existing organisational governance/board of directors practices and guiding policies (or sample thereof) of the civil society organisations whose assessment identified governance and board of directors practices capacity and policy gaps; in the absence of any documented policy/procedures for guiding organisational governance bodies, the expert will lead the development of the policies and procedures in governance and leadership to ensure that the organisations receiving the support have strategies, procedures and processes that are robust and aligned with sector and global best practices and standards. The expert will transfer technical know-how through on-job trainings and other approaches, to governance and leadership teams in the organisations receiving the support. To effectively deliver on the assignment, the expert needs to be highly experienced and very well grounded in corporate governance, especially in board of directors’ requirements and best practices in the development/non-profit sector.

At the end of the assignment, it is anticipated that the following outcomes will be achieved:

  1. Participating boards of directors/members of governing bodies have been provided with information on roles of governing bodies/boards of directors
  2. Improved leadership skills of members of governing bodies
  3. Improved capacity in corporate governance 

Scope of Work and working conditions:

The main duties of the corporate governance/board of directors’ capacity strengthening specialist will include:

  1. Assessment of the organisations’ (or sample thereof) corporate governance/board of directors’ strategies, policies and practices (including board charters where these are available)
  2. Assessment of the organisations’ (or sample thereof) governing bodies members capacity and identify areas where there is need for capacity strengthening
  3. Undertaken in person, needs based capacity development support as well as mentorship/on the job training for the members of the governing bodies/boards of directors in the identified organisations
  4. Review and update or develop human resources management procedures for the organisations

The selected expert will work under FCG Sweden Somalia/Somaliland operations and will be required to make frequent travels within Somaliland/Somalia regions

The engagements will be based on a “need for work” basis and remuneration will be paid based on the tasks carried out. The expert will not work or be reimbursed for days beyond the maximum approved work/travel days without prior written approval from the supervisor.

In each location, the expert’s work will be facilitated by Urur Kaab Programme Liaison Officers or HQ staff.

Payment of all relevant national/federal and regional/state taxes will be borne by the consultant

 Proposed methodology

  1. Review existing literature (capacity assessment reports, capacity building plans, constitutions, board charters policies/procedures) to identify strengths and weaknesses/areas of improvement in approaches to corporate/organisational governance
  2. Conduct participatory sessions with board of directors/governing bodies members to get a nuanced understanding of organisational approaches and capacity for organisational governance and leadership
  3. Review and update organisation’s constitutional provisions on governance and leadership or board charters/policies/terms of reference or develop these afresh for the organisation that do not have; the charters/policies/terms of reference or constitutional provisions on governance/governing body should be in keeping with best practices in corporate governance while also considering the organisation’s specific circumstance such as size of its staffing, level of resources, etc
  4. Develop capacity development resources (manuals, handbooks/notes, templates, presentations) for training and accompaniment (coaching and mentoring) of the organisations’ governing bodies/boards of directors. It is expected that the resources developed will address the following, among others:
    1. Legal basis for boards of directors/governing bodies and why governing bodies are necessary
    2. Roles and responsibilities of governing bodies/boards of directors including:
      1. Duty of care and loyalty to organisation
      2. Specific responsibilities of board officers i.e., chair, treasurer and secretary
  • Leadership balance/separation of board and management
  1. Governing body/board of directors’ practices including
    1. Meetings
    2. Committees
  • Qualifications
  1. Performance evaluations
  1. Governing bodies and fundraising
  2. Board development including recruiting, training/on-boarding and retirement/cessation of office
  1. Facilitate trainings and accompaniment for the members of governing bodies/boards of directors


  1. An inception report detailing the methodology the expert will use in providing the support to the identified organisations; this will include a summary/overview of findings from the literature review and consultations with the members of organisations’ governing bodies/boards of directors
  2. Based on governing bodies/boards of directors’ capacity, develop capacity development resources and deliver the support to the identified organisations within timelines stipulated in the contract
  3. Reviewed existing board charters/policies and provisions in the constitution on organisational/corporate governance for the CSOs or new ones for the CSOs that currently do not have governing bodies/boards of directors’ charters/policies and procedures manuals
  4. Monthly progress reports
  5. A final report for the assignment. This should include:
    1. A 3-page executive summary providing the background, major conclusions, recommendations and lessons learnt
    2. A 20-page main report which will set out in detail the approaches to the assignment, deviations (if any) from the inception report, observations, conclusions and recommendations
    3. Annexes


The corporate governance/boards of directors’ capacity strengthening expert will report to the Urur Kaab Team Leader or his/her designated person



  • At least a bachelor’s degree in Business Administration and Management, Organisational Development or other related field. A Master’s Degree in Human Business Management or Corporate Governance will be an added advantage.
  • At least seven (7) years’ experience in Leadership and Governance in a busy organisation preferably a non-profit organisation; experience as a member of governing body/board of director will be an added advantage
  • Demonstrable experience in developing board charters/policies and other guiding documents for governing bodies
  • Demonstrable experience in conducting trainings including developing training resources (manuals, handouts, etc), facilitation and providing advisory support
  • Demonstrable knowledge in qualitative and quantitative data collection methods and analysis
  • Demonstrated analytical skills including ability to synthesis information and present findings, draw conclusions and make practical recommendations
  • High level of professionalism and ability to work independently under tight deadlines
  • Fluency in spoken and written Somali and English


  • Experience working in fragile contexts

Duration of Service

The assignment is expected to be delivered within 60 days spread over 3 calendar months beginning from the date both the selected expert and FCG Sweden sign the agreement fully

How to apply:

Interested candidates who meet the criteria above are encouraged to send their applications in the following format:

  1. Application letter outlining how your skills and experience match the requirements of this opportunity as well as similar assignments undertaken before
  2. Approach and methodology to undertake activities under this Terms of Reference – max. 3 pages
  3. Curriculum vitae – max. 3 pages

Please submit your applications to recruitment@fcgsweden.se by 22nd June 2022. Please include in the subject line of the email “Corporate Governance/Boards of Directors Capacity Strengthening Expert

Only shortlisted candidates will be contacted.

For more information about FCG Sweden, please visit  www.fcgsweden.se

FCG Sweden is an equal opportunity employer promoting gender, equity and diversity. Female candidates are strongly encouraged to apply.

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