Governance Consultant

Workplace Circumstances

• Environment: Office
• Languages: English, Khmer
• Location: Phnom Penh

Position Summary

The objective of this assignment is to strengthen CAMMA’s Board effectiveness and clarify governance responsibilities through practical improvements to existing arrangements and documents.

Specifically, the assignment will:

1. Recommend proportionate improvements to Board structure, composition and collective capabilities.
2. Clarify the responsibilities, accountability and decision-making authority of the Board, the Board Chair, Board committees and executive management, enabling the CEO to make and implement decisions within approved delegated authority, subject to clear reporting and escalation requirements.
3. Revise the existing Board TOR and prepare targeted amendments to committee TORs, supported by a concise decision-rights matrix.
4. Validate the proposed improvements with CAMMA and prepare a prioritized implementation action plan.

Note: The assignment focuses on governance practices and substantive document revisions rather than formal legal drafting. Proposed arrangements must be consistent with applicable Cambodian legal and NBC governance requirements. Matters requiring specialist legal interpretation or regulatory clarification should be identified.

Duties & Responsibilities

• Governance review
• Review the existing Board and committee TORs and relevant supporting documents, including available governance-related findings and actions from CAMMA’s SPI5 assessment and improvement action plan already conducted. Identify how relevant outstanding actions should be reflected in the proposed revisions.
• Conduct targeted consultations with the Board Chair, selected Board and committee members, executive management and relevant control functions. Examine how responsibilities, participation, decision-making, reporting and follow-up operate in practice.
• Identify priority gaps, overlaps and inconsistencies between documented arrangements and actual practices. Assess these against applicable NBC governance requirements and relevant good practice for comparable microfinance institutions.
• Distinguish regulatory requirements from discretionary improvements and identify matters requiring specialist legal interpretation or regulatory clarification. Reflect relevant outstanding governance actions from existing assessments in the proposed improvements
• Board arrangements and decision-making
• Clarify the respective responsibilities of the Board collectively, the Board Chair, Board committees and executive management. Distinguish matters requiring collective Board approval from authority specifically delegated to the Chair or CEO.
• Prepare a concise decision-rights matrix identifying key decisions, approval responsibilities, delegated authority and reporting or escalation requirements. The arrangements should enable the CEO to act within approved authority without additional case-by-case approval, while preserving matters reserved for the Board. Illustrate their application using selected recurring decisions.
• Clarify how executive management will report on institutional performance, risk and strategy implementation, and how relevant risk, compliance and internal audit functions will provide information and assurance to the Board while preserving appropriate independence.
• Recommend proportionate improvements to Board size, composition and the balance of executive, non-executive and independent Board members. Prepare a concise collective skills matrix identifying priority expertise and experience for effective oversight. Distinguish immediate needs from future enhancements; identification or recruitment of named candidates is outside the scope.
• Note: The decision-rights matrix will focus on Board-level authority and the interface with executive management. Detailed approval procedures below CEO level and identification or recruitment of named Board candidates are outside the scope.
• Revise the Board TOR and relevant committee provisions
• Prepare a revised Board TOR incorporating priority improvements to responsibilities, delegated authority, conflicts of interest, succession and continuity, and meeting and decision-making procedures.
• Address relevant operating provisions, including meeting frequency, quorum, voting, recusals, advance information, minutes and follow-up of decisions.
• Prepare targeted amendments to existing committee TORs and practical recommendations to strengthen committee functioning. Address distinct responsibilities, appropriate membership, meeting frequency, information requirements, reporting, action follow-up and interfaces with the full Board and executive management. Minimize duplication and preserve management’s responsibility for operational decisions.
• Clarify the allocation of oversight responsibilities for risk, responsible and inclusive finance, client protection, environmental and social matters, and evolving climate finance priorities.
• Ensure consistency between the revised Board TOR, committee amendments and decision-rights matrix. Identify provisions requiring further legal interpretation or regulatory clarification before adoption.
• Note: Provide the revised Board TOR in clean and tracked-change versions. Committee amendments may be presented through tracked changes or a consolidated schedule containing proposed replacement wording. Comprehensive redrafting of all committee TORs is not required. The TORs needs to address board and committee functionality in practice, not only for completeness. Recommendations should establish clear responsibilities, appropriate membership, meeting and reporting expectations, action follow-up, and interfaces with the full Board and management. Each committee should have a distinct purpose and sufficient information to perform its role, without duplicating other committees or taking over management responsibilities.
• Validation and implementation planning
• Present the draft findings, revised documents and decision-rights matrix at one validation session with the Board and senior management with materials shared at least three working days in advance.
• Incorporate one consolidated round of comments and record material unresolved matters requiring CAMMA’s decision.
• Prepare a short implementation action plan identifying priorities, responsible parties, sequencing and required approvals. Flag matters requiring specialist legal advice or regulatory clarification.Distinguish immediate actions from future enhancements and specify the proposed triggers for the latter.
• Scope Boundaries: The assignment does not include individual Board member performance assessments, recruitment, detailed operational approval procedures below CEO level, separate governance manuals, formal legal drafting, regulatory submissions or implementation support. Formal adoption and implementation of the proposed arrangements remain CAMMA’s responsibility.

Work History

• Relevant professional experience in banking, microfinance or financial-sector governance, including senior management, Board-level responsibilities or substantive advisory work with Boards and executive management for 10 years as a minimum

General & Technical Skills

• A sound understanding of Board oversight, committee responsibilities and the separation of governance and executive management duties.
• Knowledge of NBC governance requirements relevant to Cambodian microfinance institutions and the ability to apply these in practical recommendations.
• The ability to review and revise governance documents and develop clear decision-making arrangements proportionate to CAMMA’s scale and resources.
• Strong professional English, including the ability to prepare clear written deliverables and facilitate senior-level discussions.
• Availability for agreed in-person consultations and the validation session in Phnom Penh.
• Strong preference will be given to applicants demonstrating:
• Practical experience in the Cambodian banking or microfinance sector. Khmer-speaking experts with this experience are highly desirable.
• Experience designing or strengthening Board structures, committee arrangements and decision-making authority in financial institutions.
• Experience serving as a Board member, Board committee chair or senior banking executive with regular Board engagement.
• Experience reviewing or developing Board and committee TORs, or delegation-of-authority arrangements.
• The judgement and interpersonal skills to facilitate sensitive governance discussions and support institutional change.
• Regional banking experience and familiarity with responsible and inclusive finance, client protection, environmental and social risk management, or climate finance will be considered additional advantages.