National Treasury Kenya

Recruitment of the Chief Legal & Risk Officer / Corporation Secretary
Lead the Legal, Transactional, Risk and Governance Function of Kenya’s National Infrastructure Investment Institution
**THE NATIONAL TREASURY**
**NATIONAL INFRASTRUCTURE FUND (NIF)**
The National Infrastructure Fund (NIF) is Kenya’s flagship infrastructure investment
institution established to mobilise long-term domestic and international capital
into commercially viable infrastructure and strategic development projects that
accelerate national development, deepen Kenya’s capital markets and catalyse
private sector investment.
The Board of Directors invites applications from exceptional legal, transactional,
risk and governance professionals to serve as the Fund’s Chief Legal & Risk
Officer / Corporation Secretary.
This is a unique opportunity to establish and lead the legal, risk and governance
function of one of Africa’s premier infrastructure investment institutions.
The successful candidate will be a hands-on senior transactional lawyer and
governance professional capable of personally leading complex infrastructure,
investment, construction and project-finance transactions while establishing
a legal and risk function comparable with leading international infrastructure
investment institutions.
The role requires an individual who combines deep legal expertise with commercial
judgement, project-finance capability, infrastructure contracting experience,
strong understanding of Government and public-sector processes, and the ability
to independently identify and manage material risks.
**The Role**
Reporting administratively to the Chief Executive Officer and with appropriate
functional accountability to the Board and relevant Board Committees on
governance and risk matters, the Chief Legal & Risk Officer / Corporation Secretary
will serve as NIF’s principal legal, governance and enterprise risk adviser.
Given NIF’s lean organisational model, this is a hands-on leadership role. The
successful candidate must be capable of personally analysing, structuring,
drafting, negotiating and managing complex transactions and project
documentation rather than relying primarily on external counsel.
The role will provide legal and risk leadership throughout the complete investment
lifecycle — from project origination and development through commercial
structuring, contracting, financing, financial close, construction and operations,
portfolio management, restructuring and exit.
The successful candidate will work closely with the Chief Investment Officer,
Chief Financial & Operating Officer, Chief Engineer and other members of the
senior management team while providing appropriate independent legal and risk
challenge.
As Corporation Secretary, the position will support the Governing Council, Board of
Directors and relevant Committees in discharging their respective statutory and
governance responsibilities and will promote the highest standards of institutional
governance, integrity, transparency and accountability.
**Key Responsibilities**
Legal Strategy and Advisory
• Serve as principal legal adviser to the Chief Executive Officer, Board and
relevant governance organs.
• Develop and implement NIF’s legal strategy, policies, contracting standards
and legal-risk framework.
• Interpret and advise on the National Infrastructure Fund Act and other
legislation applicable to NIF’s mandate, powers, investments and operations.
• Provide commercially informed legal advice on the development, structuring,
financing, implementation, management and exit of NIF investments.
• Personally undertake complex legal and transaction work while determining
where specialist external legal expertise is required.
• Identify material legal and contractual risks and develop commercially
practical mitigation strategies.
• Ensure NIF’s legal function is solutions-oriented and facilitates commercially
sound transactions while maintaining appropriate statutory, governance and
risk safeguards.
Project Development and Bankability
• Provide legal leadership during the development of infrastructure projects
from concept and feasibility through bankability and financial close.
• Identify and resolve material legal, land, regulatory, licensing, concession,
procurement and contractual matters affecting project development.
• Advise on appropriate project structures and allocation of risk between NIF,
Government entities, sponsors, investors, contractors, operators, lenders
and other project participants.
• Work with the Chief Engineer, CIO and advisers to ensure technical and
commercial project structures are capable of being translated into
enforceable and bankable contractual arrangements.
• Coordinate legal due diligence and ensure material legal issues are identified
sufficiently early to avoid delaying financial close.
• Ensure project development structures appropriately protect NIF’s
investment and contractual interests.
Infrastructure, Construction and FIDIC Contracting
• Lead or oversee the structuring, drafting, review and negotiation of major
infrastructure and construction contracts.
• Demonstrate strong practical knowledge of FIDIC-based contracts, EPC
contracts, design-and-build arrangements, construction contracts, O&M
agreements and other infrastructure project delivery structures.
• Understand the principal FIDIC forms and their application to different
project delivery models.
• Advise on the allocation of construction and completion risks, including
design responsibility, site conditions, variations, extensions of time,
delay and performance damages, testing and commissioning, defects,
performance security, retention, insurance, force majeure and termination.
• Work closely with the Chief Engineer, investment team and technical
advisers to ensure that construction and operating contracts appropriately
allocate project risks and are consistent with the approved financial model
and investment case.
• Ensure construction contracts meet project lender requirements for
bankability, including appropriate provisions relating to assignment, direct
agreements, lender step-in rights, performance security and completion
support.
• Establish appropriate legal and contractual frameworks for contract
administration throughout the construction and operating phases of NIF
projects.
• Ensure material notices, variations, claims, extensions of time and other
contractual events are identified, documented and managed in accordance
with applicable contracts.
Commercial and Project Agreements
• Personally lead or oversee the negotiation and drafting of concessions,
leases, licences, implementation agreements, development agreements,
offtake and revenue arrangements and other material project contracts.
• Lead negotiation of shareholder agreements, subscription agreements, joint
ventures and other equity and investment arrangements.
• Assess the commercial and legal implications of project agreements and
ensure they appropriately support the project’s investment case.
• Ensure NIF has appropriate governance rights, information rights, reserved
matters, minority protections, remedies and exit rights.
• Identify contractual provisions that materially affect project value and risk
and communicate these clearly to investment decision-makers.
Project Finance and Financing Transactions
• Lead the legal workstreams associated with project finance, bridge
facilities, corporate finance, refinancing, capital markets and other financing
transactions.
• Personally lead or oversee negotiation of facility agreements, security
documents, guarantees, letters of credit, escrow arrangements, direct
agreements, intercreditor arrangements and other financing documents.
• Demonstrate a deep practical understanding of non-recourse and limited-
recourse project finance, including the respective rights and requirements
of sponsors, equity investors, senior lenders, mezzanine investors and other
financing participants.
• Work with the CIO and CFO/COO in negotiations with commercial banks,
development finance institutions, institutional investors and other financing
counterparties.
• Understand and assess lender requirements relating to project bankability,
security, cash waterfalls, reserve accounts, covenants, conditions precedent,
direct agreements and step-in rights.
• Assess financing structures for legal, statutory, governance and enforceability
implications.
• Coordinate legal conditions precedent, legal opinions, approvals, execution
requirements and other legal matters necessary to achieve financial close.
Government and Public-Sector Interface
• Lead NIF’s legal engagement with the Office of the Attorney-General, the
National Treasury, Ministries, Departments and Agencies, regulators
and other relevant Government institutions.
• Coordinate Government legal opinions, statutory approvals, consents
and other documentation required for NIF investments and financing
transactions.
• Support engagement with Parliament and Parliamentary Committees where
legislation, approvals, reporting or other matters affecting NIF require such
engagement.
• Advise on the interaction between NIF’s statutory mandate and the
contractual and financing structures required for commercially financed
infrastructure projects.
• Work with Government counterparties to resolve legal, statutory and
regulatory matters affecting project development, investment and financial
close.
• Ensure transaction structures satisfy the requirements of sophisticated
investors and international project lenders while remaining compliant with
NIF’s statutory and public-sector obligations.
Funds, Investment Vehicles and Institutional Capital
• Advise on the establishment and structuring of investment funds, co-
investment vehicles, sector platforms, project SPVs and other investment
structures.
• Draft or oversee fund constitutional documents, subscription agreements,
investment-management arrangements and investor documentation.
• Advise on investor governance rights, fiduciary obligations, conflicts of
interest, distributions and exit arrangements.
• Support negotiations with pension funds, fund managers, insurers,
sovereign investors, DFIs and other institutional investors.
• Support investor legal due diligence and respond to legal and governance
requirements arising during capital mobilisation.
Transaction Management and Financial Close
• Act as the legal transaction lead for major NIF investments.
• Establish and maintain transaction legal workplans and responsibility
matrices.
• Coordinate legal due diligence and maintain comprehensive due diligence
trackers.
• Establish and manage conditions precedent checklists.
• Coordinate Government approvals, lender requirements, investor
requirements, legal opinions and Board and other governance approvals.
• Coordinate multiple transaction advisers and ensure legal workstreams
remain aligned with overall transaction timetables.
• Maintain execution versions and complete records of transaction
documents.
• Drive legal workstreams towards timely financial close.
• Establish appropriate post-closing obligation trackers and ensure continuing
contractual requirements are appropriately allocated and monitored.
External Kenyan and International Counsel
• Select, appoint and manage Kenyan and international external counsel
required for major investments and project-finance transactions.
• Serve as the principal NIF legal interface with sponsor counsel, lender
counsel, investor counsel, Government counsel and other transaction
advisers.
• Establish clear scopes of work, transaction responsibilities, budgets,
deliverables and timelines for external counsel.
• Be capable of engaging, challenging and negotiating credibly with senior
partners and specialist lawyers from leading Kenyan and international law
firms.
• Maintain ownership of NIF’s legal position rather than outsourcing legal
judgement or transaction management to external advisers.
• Translate specialist external advice into clear commercial and legal
recommendations for management, investment committees and the Board.
• Ensure knowledge generated through external counsel is captured and
institutionalised within NIF.
Claims, Disputes and Arbitration
• Establish systems for early identification, management and resolution of
contractual claims and disputes across NIF projects.
• Advise on construction claims including variations, extensions of time, delay,
disruption, defects, performance failures and other contractual claims.
• Lead or oversee NIF’s participation in dispute avoidance and adjudication
boards, mediation and other contractual dispute-resolution mechanisms.
• Lead NIF’s legal strategy for material litigation and domestic and
international arbitration.
• Demonstrate practical familiarity with arbitration frameworks and
institutions relevant to major infrastructure transactions, including NCIA,
ICC, LCIA and UNCITRAL arbitration, as applicable.
• Advise on governing law, jurisdiction, arbitration seats, sovereign and state-
entity considerations and enforceability of arbitral awards.
• Select and manage specialist dispute counsel, technical experts, quantum
experts and other advisers where required.
• Develop dispute strategies that protect NIF’s legal and financial interests
while seeking commercially sensible outcomes.
Portfolio Legal and Contractual Management
• Maintain oversight of material legal and contractual obligations across NIF’s
investment portfolio.
• Establish systems for monitoring key contractual rights, obligations,
milestones, notices, renewal dates, termination rights and other material
provisions.
• Support project companies and SPVs on significant legal, contractual and
governance matters.
• Monitor material construction and operational claims and their potential
impact on project value and investment returns.
• Support the CIO and investment teams in managing underperforming or
distressed investments.
• Advise on waivers, amendments, restructuring, refinancing and contractual
enforcement.
• Protect NIF’s shareholder, contractual and governance rights throughout the
life of each investment.
Exit and Capital Recycling
• Ensure appropriate exit rights and mechanisms are incorporated into
investment documentation at inception.
• Lead legal workstreams associated with trade sales, secondary sales,
institutional placements, refinancing, securitisation, listings and other
liquidity events.
• Support the placement of mature and de-risked infrastructure investments
with pension funds, fund managers, insurers, infrastructure funds and
strategic investors.
• Manage legal due diligence, transaction documentation, warranties,
indemnities and completion processes associated with exits.
• Protect NIF against inappropriate residual and contingent liabilities following
exit.
Enterprise Risk Management
• Establish and maintain NIF’s enterprise risk management framework.
• Develop risk policies, risk appetite frameworks, risk registers, risk reporting
an

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