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

Qualifications and Experience

The successful candidate should possess:

• A Bachelor’s degree in Law (LL.B) from a recognised university.
• Admission as an Advocate of the High Court of Kenya and a current practising certificate.
• Membership in good standing of the Law Society of Kenya.
• Qualification as a Certified Secretary and membership in good standing of the Institute of Certified Secretaries (ICS), with the appropriate professional standing required to discharge the responsibilities of Corporation Secretary.
• A Master’s degree in Law, Finance, Business Administration or another relevant discipline and/or recognised professional qualifications in governance, risk, finance or investment will be an added advantage.
• At least ten (10) years of progressively responsible legal experience with substantial exposure to complex corporate and commercial transactions, infrastructure, project finance, banking, investment funds, private equity, capital markets or development finance.
• At least five (5) years at senior leadership level, preferably as a Partner or senior transactional/project-finance lawyer in a leading law firm, General Counsel, Chief Legal Officer, Head of Legal or comparable senior position involving personal responsibility for complex transactions.

Essential Experience

Applicants must demonstrate a strong hands-on transactional track record and provide evidence of having personally led or played a senior leadership role in:

• Structuring, drafting, negotiating and closing large and complex infrastructure, investment or financing transactions.
• Infrastructure project development from project preparation through bankability and financial close.
• Non-recourse or limited-recourse project-finance transactions.
• Negotiating significant construction or EPC arrangements, preferably including FIDIC-based contracts.
• Negotiating concessions, leases, implementation agreements, offtake/ revenue agreements, O&M contracts and other material infrastructure project agreements.
• Negotiating financing documents involving commercial banks, development finance institutions or other sophisticated lenders.
• Equity investments, shareholder agreements, joint ventures and investment SPVs.
• Legal due diligence and transaction risk assessment.
• Managing legal conditions precedent and achieving financial close.
• Engaging Government institutions and navigating statutory and regulatory approvals affecting major commercial or infrastructure transactions.
• Managing Kenyan and international external counsel on complex transactions.
• Managing significant contractual claims, disputes, arbitration or other dispute-resolution proceedings.
• Supporting investments through portfolio management, restructuring, refinancing and exit.
• Advising Boards and Board Committees at senior executive level.
• Corporation/company secretarial and governance responsibilities.

Experience in infrastructure, project finance, investment management, private equity, development finance, banking, capital markets or institutional investment will be particularly relevant.

• Serve as NIF’s principal legal, governance and enterprise risk adviser.
• Personally analyse, structure, draft, negotiate and manage complex transactions and project documentation.
• Provide legal and risk leadership throughout the complete investment lifecycle.
• Provide appropriate independent legal and risk challenge to the senior management team.
• Support the Governing Council, Board of Directors and relevant Committees in discharging their statutory and governance responsibilities.
• Promote the highest standards of institutional governance, integrity, transparency and accountability.
• Structure, draft, negotiate and close large and complex infrastructure, investment or financing transactions.
• Oversee infrastructure project development from project preparation through bankability and financial close.
• Manage non-recourse or limited-recourse project-finance transactions.
• Negotiate significant construction or EPC arrangements, preferably including FIDIC-based contracts.
• Negotiate concessions, leases, implementation agreements, offtake/ revenue agreements, O&M contracts and other material infrastructure project agreements.
• Negotiate financing documents involving commercial banks, development finance institutions or other sophisticated lenders.
• Manage equity investments, shareholder agreements, joint ventures and investment SPVs.
• Conduct legal due diligence and transaction risk assessment.
• Manage legal conditions precedent and achieve financial close.
• Engage Government institutions and navigate statutory and regulatory approvals affecting major commercial or infrastructure transactions.
• Manage Kenyan and international external counsel on complex transactions.
• Manage significant contractual claims, disputes, arbitration or other dispute-resolution proceedings.
• Support investments through portfolio management, restructuring, refinancing and exit.
• Advise Boards and Board Committees at senior executive level.
• Perform corporation/company secretarial and governance responsibilities.

• Legal analysis and structuring
• Transaction drafting and negotiation
• Project finance expertise
• Corporate and commercial law
• Infrastructure development law
• Risk management
• Governance and compliance
• Contract negotiation (including FIDIC)
• Due diligence
• Dispute resolution
• Board advisory
• Company secretarial duties
• Leadership and management
• Communication and interpersonal skills

• Bachelor’s degree in Law (LL.B) from a recognised university.
• Admission as an Advocate of the High Court of Kenya and a current practising certificate.
• Membership in good standing of the Law Society of Kenya.
• Qualification as a Certified Secretary and membership in good standing of the Institute of Certified Secretaries (ICS).
• Master’s degree in Law, Finance, Business Administration or another relevant discipline and/or recognised professional qualifications in governance, risk, finance or investment (added advantage).