TRUSTEES – The Venture Capital Fund (VCF) 155 views

Scope of Work

The Venture Capital Fund (VCF) will be established as a trust under the Trust Moneys Protection Act 34 of 1934 and is set to be registered as an independent special purpose vehicle (SPV) in terms of the Regulations to the Pension Funds Act 24 of 1956. The Fund will be managed by a Fund Manager and governed by a board of trustees, a majority of whom will be independent.

The Fund will invest in identified SMEs, by providing equity funding. The SMEs, in which the Fund invests, would then use the equity funding for growth needs and operating capital.

To realise the objectives of the Fund, the Fund seeks highly experienced and knowledgeable persons to serve on its board of trustees to be appointed in accordance with the criteria set out hereunder.

Expertise in portfolios as follows are sought:

• Investments
• Finance and Accounting
• Legal
• Manufacturing and value-addition
• Technology

Key Accountabilities

The Governing Board shall, in addition to all powers enjoyed by them under the common law

or by statute, but subject only to the provisions to the contrary set out in the Management

Agreement, have the following powers/key accountabilities, but not limited to:

• Appoint a Fund Manager to manage the investments of the VCF.
• Monitor and ensure the implementation of this Investment Plan and operation of the Trust, for and on behalf of Investors.
• Monitor and ensure the performance of the Fund Manager.
• Open and operate (either themselves or by a person or persons authorised by them) upon accounts in registered banks and other financial institutions.
• Ensure that the VCFs compliance with the requirements of relevant regulatory bodies.
• Ensure proper maintenance of the books and records of the VCF and the investee companies.
• Monitor and review the activities of board sub-committees and the fund manager in respect of the execution of strategies, decisions, the effectiveness of policies, and the effectiveness of risk reporting and management.
• Provide monthly, quarterly and annual accounts/reports of the VCF and to provide reports thereof to investors and regulatory bodies.
• Review and approve annual financial statements as well as the annual report of the VCF prior to its submission to the AGM.
• Monitor and management of the overall risks of the VCF, including each investee companies risks in terms of (but not limited to) market, systemic, industry, operational, financial, credit, legal, reputational, concentration, leverage and liquidity risks.
• Ensure that annual valuations of the VCFs investments into investee companies in accordance with international best practices.
• Resolve any conflicts of interest which may arise by reason of the operation of the Fund.
• Represent the interests of Investors
• Observe utmost good faith and act with due skill, care and diligence.
• Take a long-term view of the Investments and not engage in speculative activity.
• Promote and maintain ethical standards of conduct and deal fairly and honestly with Investors, the Fund Manager, Portfolio Companies and other stakeholders.

Qualifications and Experience

• Appropriate / relevant Masters Degree (or equivalent NQF level) in Accounting, Business Management, Economics, Engineering, Finance, Investment Management or Law.
• Advanced academic qualifications or registration with the relevant professional bodies will be an added advantage.
• Prior experience as a trustee or board member of an investment fund, private equity fund or corporate.
• Minimum five-year experience in a senior business leadership role.
• Experience in equity and mezzanine financing of SMEs will be a distinct advantage.
• Prior experience in the development, implementation and management of publicly and/or privately financed investment funds will be a distinct advantage.

Skills and Knowledge

• Profound knowledge of financial sector regulations with respect to the establishment and management of assets in unlisted investments.
• Comprehensive knowledge and experience of corporate governance, risk management and compliance regulations applicable to financial institutions and SMEs.
• In-depth knowledge of the financial sector in Namibia.
• Excellent communication, presentation and writing skills.
• Excellent stakeholder engagement and management knowledge, skills, and experience.

Restrictions

Please note that the following persons are disqualified from being appointed as trustees:

• persons who are disqualified in terms of sections 225 and 226 of the Companies Act 28 of 2004;
• a director, trustee or principal officer of a financial institution that is not in compliance with any law governing financial institutions;
• a person who does not meet the fit and proper requirements issued in terms of the Regulations to the Pension Funds Act.
• a person not in good standing with any governmental authority, including without limitation any tax authority;
• a person threatened with or is the subject of any litigation, arbitration or administrative proceedings before any court, or arbitral body or agency which allege the violation of any law in Namibia, or a person who has a judgement entered against them;
• a person who has committed or engaged in any sanctionable practice (in terms the Prevention and Combating of Terrorist and Proliferation Activities Act 4 of 2014), money laundering, or acted in breach of any applicable laws relating to money laundering, financing of terrorism
• Disclaimer: once the auditors of the VCF and the Fund Manager have been identified, persons who are members of such audit firm(s), shall automatically be disqualified from being appointed as a trustee of the VCF, as provided in Regulation 23(2) and Regulation 33 (2) to the Pension Funds Act.