ROLE SPECIFICATION INTERNATIONAL FINANCE CORPORATION

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1 ROLE SPECIFICATION for the position of with GENERAL COUNSEL INTERNATIONAL FINANCE CORPORATION AMSTERDAM ATHENS ATLANTA BARCELONA BEIJING BERLIN BOGOTÁ BOSTON BRUSSELS BUDAPEST BUENOS AIRES CALGARY CHICAGO COPENHAGEN DALLAS DUBAI DUSSELDORF FRANKFURT GENEVA HAMBURG HELSINKI HONG KONG HOUSTON ISTANBUL JAKARTA JEDDAH KUALA LUMPU LISBON LONDON LOS ANGELES LUXEMBOURG LYON MADRID MELBOURNE MEXICO CITY MIAMI MILAN MONTREAL MOSCOW MUMBAI This document is the sole and exclusive property of Egon Zehnder International and cannot be distributed to third parties without its consent. Egon Zehnder International. April 2012 MUNICH NEW DELHI NEW YORK PALO ALTO PARIS PRAGUE RIO DE JANEIR ROME SAN FRANCISC SANTIAGO SÃO PAULO SEOUL SHANGHAI SINGAPORE STUTTGART SYDNEY TEL AVIV TOKYO TORONTO VIENNA WARSAW ZURICH

2 THE ORGANIZATION The International Finance Corporation (IFC), headquartered in Washington, DC, and a member of the World Bank Group (WBG), promotes sustainable private sector investment in developing countries as a way to reduce poverty and improve lives. It shares the primary objective of all WBG institutions: to improve the quality of the lives of people in its developing member countries. Established in 1956, IFC is the largest multilateral source of loan and equity financing for private sector projects in developing countries. It has total assets of approximately $68 billion, with a full-time staff of over 3,600, 45% of whom work in its Washington, DC Headquarters. The other 55% are located in more than 108 locations throughout the world. It promotes sustainable private sector development primarily by: Financing productive private enterprises in emerging markets (both debt and equity); Helping private companies in the developing world mobilize financing in international financial markets; Providing advisory services to businesses and governments. IFC's particular focus is encouraging the growth of productive enterprise and efficient capital markets in its member countries. IFC participates in investments only when it can complement the role of market operators. Accordingly, it plays a catalytic role, stimulating and mobilizing private investment in the developing world by demonstrating that investments there can be profitable. The IFC operates on commercial terms, targeting profitability while seeking to maximize its development impact. The leadership team IFC has 184 member countries which collectively determine its policies and approve investments. At the operating level, it is led by the Executive Vice President, Lars Thunell, who is retiring on June 30th and a search is underway for his successor. Reporting to the EVP are ten Vice Presidents and the CEO of the Asset Management Company, who collectively form the executive management team operating in a decentralized matrixed structure. The Vice Presidencies include three regional operational VPs, two VPs responsible for various product areas, and five functional leaders. THE POSITION The IFC is seeking to find a General Counsel to succeed Rachel Robbins (formerly GC of JPMorgan and later GC of the NYSE), who is retiring at the end of October. The position reports directly to the EVP and with a dotted line to the World Bank General Counsel on common issues of policy and group reputational risk. 2

3 The IFC Legal Department includes approximately 140 professionals, of which 75 are lawyers, located in 11 countries around the world. Its role is to provide intellectual leadership and creativity in devising innovative solutions to enable IFC to meet its many developmental objectives and challenges, in a rapidly evolving environment. More specifically, the department is responsible for providing legal support for: IFC operations, including lending, equity investments, guarantees and other financings, advisory services and advice regarding IFC s policies and guidelines Resource mobilization, including syndications and co-financing operations with other lenders/donors/investors IFC s financial complex, including borrowing operations, development of new financing products and vehicles and liquid asset management Contributing to the formulation of, and compliance with, IFC and World Bank Group policies, rules and procedures Providing appropriate frameworks for IFC cooperation with other international organizations, including close working relationships with other multilateral development banks, international financial institutions and relevant UN agencies. The IFC General Counsel is responsible for overseeing the range of legal services provided to internal and external clients, advising on all key legal and policy issues arising in connection with IFC s business and ensuring that IFC s activities are consistent with its Articles of Agreement. S/he is the principal legal advisor and spokesperson for IFC on all legal matters, and is the legal advisor to the IFC Board of Directors, the Board of Governors, the President, Executive Vice President and other members of the senior management group of IFC. The General Counsel is also responsible for IFC s Conflicts and Compliance Units and the IFC Management Secretariat, which reviews and disseminates IFC s policies and procedures. His/her specific tasks and responsibilities include: Team leadership: Oversight of the provision of IFC s legal services and the provision of legal advice by the IFC Legal Department Oversight of the Management Secretariat, including Policies and Procedures Unit, and of the IFC Conflicts and Compliance functions 3

4 Legal expertise and advice: Advice to IFC s Management Group on all matters of law Advice to IFC clients on all legal matters Advice to the IFC Board of Directors and Board of Governors on all legal issues, including application and interpretation of IFC s Articles of Agreement and policies Internal and external relations: Representation of IFC in the international legal community on issues relevant to the organization Management of the overall relationship between the Board and IFC Management Relationship-building with other World Bank Group units, especially IBRD and MIGA Legal Departments. Oversight of IFC relationship with INT (Institutional Integrity at the World Bank) Membership in the GAC (Governance and Anticorruption Council) CANDIDATE PROFILE The high expectations for this role demand a strategic and global mindset, excellent communication and influencing skills, and a driven, dynamic and energetic style. Candidates will have the stature and authority to influence at all levels. They will demonstrate conceptual and analytical skills, strength in team leadership and relationship building. More specifically, the IFC is looking for candidates who can demonstrate the following skills and competencies: Legal expertise in U.S. and/or UK law as regards project finance, corporate finance, private equity and capital: The candidate will demonstrate a deep understanding of the legal issues underpinning financial transactions internationally, especially in emerging markets. At the same time, he/she will have an excellent command of US or UK law, including general corporate law, securities compliance, corporate finance, private equity, regulatory policy and general knowledge of other pertinent areas of law. The successful candidate will be a legal executive who can lead by example, and be experienced leading transactions across all relevant sectors and investment vehicles in which the IFC is a market leader, including both debt and equity instruments. It is important that the candidate have the ability to apply US and /or UK law in difficult, unsophisticated markets as well as proven experience making decisions in difficult legal environments. Experience advising boards of corporations or multilateral institutions will be important. Also important is experience addressing conflicts of interest in complex international organizations. Diverse experience across multiple markets, preferably include developing economies and legal structures. In addition, must have the ability to engage with a wide variety of people and group and can cross and bridge national, ethnic, organizational, gender, or cultural differences anything that would lead to a different and contrasting view of the world. The successful 4

5 candidate must have the capacity to step outside the private sector perspective, comprehending the WBG and the public sector perspective as well High impact team leadership, as demonstrated by a proven track record of managing senior teams in complex, high-profile, multi-cultural organizations across multiple locations. The successful candidate must have strong leadership and management qualities so as to gain the confidence and trust of the IFC legal department as well as Senior Management and the Board. He/she must be able to inspire and lead a large cross-functional, geographically dispersed team and work well within matrix structures. The candidate must possess managerial skill as demonstrated by his or her organizational abilities, success in recruiting and developing a talented team, skill in managing resources, responsiveness, and good judgment. He/she will be expected to fulfill a leadership role beyond the functional responsibilities as a leader of the senior management team. Superior collaboration and influencing skills, as shown by a track record consensus building among of diverse stakeholders and Boards. It is vital that the individual has the proven ability to create constructive relationships with peers in senior managementand the Board of Directors within the IFC and the World Bank Group. S/he will be successful when recognized as a partner and resource by all. The candidate will have a demonstrable track record of engaging with executive teams in shaping business strategies. Gaining credibility, support and involvement of key internal and relevant external constituents will be critical to his or her success. Superior judgment and insight at an enterprise level, advising senior leadership compellingly and with integrity. The successful candidate will be someone who is exceptionally adept at providing deliberate, well thought-out advice to those around him or her and at the same time accomplish multiple tasks in a fast-paced environment. S/he will be someone who has a detail-oriented style with a track record of successfully tackling challenging projects in environments that are complex due to their broad geographical and cultural reach. Diversity candidates (gender and nationality) will be preferred, all else being equal. Candidates will create organizational precedents and act as role models, setting an example for the highest standard of integrity for all staff through his/her personal behavior. They will ensure an organizational environment that respects diversity, gender equality and cultural sensitivity and fosters openness to diverse perspectives. COMPENSATION For a qualified individual who meets these specifications, the Company is prepared to offer a competitive compensation package, in line with what is offered for top leadership positions at the highest standing multi-lateral organizations. 5

6 LOCATION IFC headquarters in Washington, DC. CONTACTS Victoria Dimitrakopoulos Egon Zehnder International 50 Fremont Street San Francisco, CA (415) Neil Hindle Egon Zehnder International 350 Park Avenue New York, NY (212)

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