Digaf Microcredit Provider S.C. wants to hire an Independent Senior Board Advisor to help their Board of Directors supervise a highly automated, digital lending business.

TERMS OF REFERENCE (TOR)

Board-Level Governance & Enterprise Risk Advisor

Digaf Microcredit Provider S.C

1. Background

Digaf Microcredit Provider S.C. ("Digaf") is a regulated financial institution operating a fully automated, platform-based digital lending model driven by algorithmic credit scoring, data analytics, and self- service customer journeys.

As Digaf scales its platform-based lending model, the Board recognizes that enterprise value, investor confidence, and long-term sustainability increasingly depend on:

• Robust enterprise governance frameworks;
• Comprehensive enterprise risk oversight;
• Strong digital and algorithmic risk controls as a core component of enterprise risk;
• Data and model accountability;
• Technology-enabled risk transparency;
• Clear Board-level oversight across financial, operational, technological, and strategic risks.

To strengthen its governance architecture in line with a modern and scalable financial institution, the Enterprise Risk Advisor.

Board intends to engage a Board-Level Governance &

This role is established as a structural support mechanism to the Board and does not constitute a management or operational function

2. Nature of the Role

Title: Board-Level Governance & Enterprise Risk Advisor

Status: Independent Senior Board Advisor

The Advisor shall:

• Serve as an independent advisor to the Board of Directors and, where mandated, the Audit & Risk Committee;
• Provide strategic oversight guidance relating to enterprise governance and risk, with digital risk as a core component;
• Strengthen Board effectiveness in supervising a technology-enabled lending platform.

The Advisor shall not:

• Participate in operational execution;
• Exercise executive authority;
• Approve credit decisions;
• Engage in system design or model development.

The mandate is strictly strategic, advisory, and oversight-enhancing in nature.

3. Reporting Line

The Advisor shall report exclusively to:

• The Board of Directors; or
• The Audit & Risk Committee, as mandated.

The Advisor shall have no reporting line to executive management and shall not be supervised by management.

4. Structural Purpose of the Role

The purpose of this role is to strengthen the Board's capacity to oversee enterprise-wide risks, including:

• Financial risk;
• Operational risk;
• Strategic and growth risk;
• Digital and platform risk;
• Technology-enabled and data-driven risks;
• Cybersecurity and fraud risks.

The role exists to enhance governance maturity, institutional credibility, and long-term shareholder value.

5. Scope of Mandate - Enterprise Governance & Risk Oversight

The Advisor's mandate shall address enterprise-level governance and risk oversight holistically, with digital and algorithmic risk forming a critical but not exclusive component.

5.1. Governance Architecture

• Review and strengthen Board and Committee structures;
• Assess clarity of oversight between Board and Management;
• Recommend governance enhancements aligned with global standards;

5.2. Enterprise Risk Oversight

• Advise on enterprise risk frameworks;
• Strengthen Board-level risk visibility and reporting;
• Support development of integrated risk governance structures;

5.3. Digital, Data & Model Risk (Core Component)

• Advise on model governance frameworks;
• Strengthen oversight of algorithmic decision- making systems;
• Provide guidance on data governance and accountability;
• Enhance cybersecurity oversight structures;

5.4. Platform Risk & Fraud Oversight

• Strengthen oversight of digital lending risks;
• Review fraud control governance;
• Recommend escalation and early-warning mechanisms;

5.5. Risk Appetite & Growth Governance

• Support articulation of risk appetite;
• Recommend growth guardrails and escalation triggers;
• Enhance transparency of risk-performance reporting;

5.6. Board Process Strengthening

• Improve Board materials and reporting structure;
• Strengthen agenda planning and risk discussions;
• Enhance decision tracking and accountability;

5.7. Investor & Governance Readiness

• Align governance structures with investor expectations;
• Strengthen documentation for institutional scrutiny;
• Support capital market readiness and strategic positioning;

6. Board Engagement & Interaction Model

The Advisor's engagement shall follow a structured interaction model:

Engagement Nature

• Periodic and advisory (not continuous or operational);
• Activated through Board or Committee requests;

Interaction Channels

• Board of Directors;
• Audit & Risk Committee;
• No direct engagement with management unless authorized;

Output Format

• Written advisory memoranda;
• Diagnostic reports;
• Framework recommendations;
• Board/Committee presentations where required;

Frequency

• Minimum quarterly engagement;
• Additional sessions as required by the Board;

7. Deliverables (Sequenced: 6-12 Months)

Phase 1: Diagnostic (Months 1-3)

• Enterprise Governance & Risk Diagnostic Report
• Identification of key gaps and priorities

Phase 2: Framework Development (Months 3-6)

• Enterprise Risk Oversight Framework
• Digital, Data & Cyber Governance Framework

Phase 3: Implementation Guidance (Months 6-12)

• Board & Committee Charter Enhancements
• Board Process & Reporting Framework
• Periodic Advisory Memoranda

All deliverables shall remain strategic and non- operational.

8. Required Qualifications & Experience

• Minimum 15+ years in financial services, fintech, or risk/governance;
• Senior-level experience in enterprise risk or governance roles;
• Exposure to digital or platform-based financial systems;
• Board, CRO, or advisory-level experience preferred;

Education: Master's degree or higher in relevant fields (Finance, Risk, Law, Technology, etc.)

9. Tenure

• Initial term: 12 months
• Renewable subject to Board evaluation

10. Compensation

• Fixed, Board-approved;
• Not linked to operational performance;
• Structured to preserve independence;

11. Independence & Conflict of Interest

The Advisor must:

• Remain independent from management;
• Hold no executive function;
• Disclose conflicts of interest;

12. Separation from Management Functions (Strict Safeguard)

The Advisor shall not:

• Engage in operations;
• Supervise employees;
• Issue directives;
• Participate in daily management;

Under no circumstances shall the role evolve into an operational function.

Any deviation requires:

• Formal Board approval;
• Full documentation and justification;

Independence is a non-negotiable governance principle.

13. Alignment with Governance Framework

This TOR shall align with Digaf's broader governance architecture, including:

• Board Charter;
• Audit & Risk Committee Charter;
• Enterprise Risk Framework;
• Capital market readiness strategy;

The role shall complement-not duplicate-existing structures.

 14. Final Provision

This TOR shall serve as the sole reference framework for:

• Candidate evaluation;
• Structured interviews;
• Performance assessment of the Advisor.

15. Submission Instructions

Interested consultants/firms should submit both Technical and Financial Proposals electronically in PDF format no later than May 25, 2026.

Submissions should be sent to: abigya.mesfin@digafcredit.com

Digaf Microcredit Provider CEO Office 

Tender details

• Deadline: 2026-05-25
• Bid closing time: 17:00
• Bid opening: 2026-05-25 17:00
• Bid opening (note): No Specific Opening date and time
• Region: Addis Ababa
• Publishing entity: Digaf Microcredit Provider S.Co
• Published: May 17, 2026
• Posted at: 2026-05-18T16:11:16.000Z