Nancy Ngbanda

Board Governance

• Board Meeting Management: Lead the full coordination of Board and Committee meetings—planning schedules, consolidating and formatting materials from internal departments, ensuring quality control, and preparing minutes and action logs.
• Board Communication & Documentation: Oversee all formal communications with the Board, including drafting and circulating reports, Board packs, and post-meeting follow-ups.
• Governance Compliance & D&O Management: Manage Board-related compliance obligations, including Directors & Officers (D&O) insurance renewals; coordinate with insurance brokers on policy wording and ensure timely execution.
• KYC and Onboarding: Administer Know Your Customer (KYC) processes for Board members, ensuring accurate and timely documentation. Lead onboarding of new Directors—drafting onboarding materials, coordinating induction meetings with key departments, and serving as their main liaison.
• Board Effectiveness: Manage Board assessment exercises end-to-end—designing questionnaires, overseeing the process, and drafting analytical reports for presentation.
• Training and Development: Identify, assess, and liaise with external training providers for Board development sessions. Oversee the entire training process, from proposal reviews to logistics and delivery.
• Governance Frameworks: Support the development and rollout of governance policies and frameworks across the organization, promoting good governance practices and regulatory compliance.

Corporate Records Management

• Maintain organized and accurate corporate records, ensuring documents are accessible and up to date across internal and external platforms.
• Implement efficient systems for tracking and retrieving records to support audits, due diligence, and legal reviews.
• Ensure confidentiality and secure handling of sensitive documents, in line with data protection and compliance requirements.

Contracts Review and Negotiation

• Draft and review contracts and corporate legal documents to ensure accuracy, mitigate legal risks, and align with organizational goals.
• Support contract negotiations by securing favorable terms and balancing legal requirements with business needs.

Skills: Transactional and advisory Legal documentation. Debt and Equity financing. Corporate and project finance. Cross/border transactions.

• Extensive experience drafting legal documentation including loan agreements, guarantees, share retention agreements, waiver letters, amendment agreements etc.
• Managing collection of conditions of disbursement processes, including drafting and managing closing checklists, reviewing documents ) articles of association, resolutions, formalities certificates, legal opinions etc', compiling closing bundles and managing signing process.
• Managing Disbursement process by ensuring compliance with relevant conditions of disbursement
• Drafting and negotiating technical assistance agreements including with governments.
• Managing external counsel, including retaining counsel on transactions, liaising between internal counsel and external counsel on documentation processing, collating comments and generally facilitating the execution of transactions.

Transactional and advisory Legal documentation. Debt and Equity financing. Corporate and project finance. Cross/border transactions.

Reviewing and negotiating early stage investment documentation such as mandate letters, confidentiality agreements, legal due diligence questionnaires and term sheets.

• Drafting and reviewing advisory agreements by identifying and analyzing legal and policy issues, ensuring compliance with internal policy requirements, and contributing to the negotiation and timely conclusion of transactions.
• Providing sound legal advice to investment staff
• Initiating, developing, and delivering regular internal legal training to investment staff on legal documentation, legal issues and regulations
• Acting as a point of contact for internal clients, external clients and external counsel in various jurisdictions.
• Facilitating expedient communication between external counsel and investment staff
• Providing legal support in relation to portfolio management.
• Coaching, training and mentoring new junior legal team members, including legal administrative staff.
• Engaging in corporate initiatives including knowledge management, coaching, and training new legal staff.

• Drafting legal documentation including loan agreements, guarantees, share retention agreements, security documents, technical assistance agreements etc.
• Reviewing transaction term sheets from Legal perspective (including securities ad structuring) and attending Investment Committee meetings
• Managing project from concept stage to closing-managing the disbursement process, ensuring compliance with legal documentation.
• Working with external counsel on relevant local law matters including defending litigation against company.
• Drafted and reviewed a wide range of legal documents to ensure compliance with applicable laws and regulations.
• Conducted comprehensive research to support legal proceedings and formulate defenses.

• Drafting and reviewing of various legal documents: adept at crafting a variety of legal documents, including contracts, agreements, memoranda, and legal opinions
• Comprehensive Legal Research extensive experience: conducting in-depth legal research to support decision-making, drafting legal opinions, memorandums etc.
• Company record keeping: proven ability to establish and maintain organized and compliant record-keeping systems for corporate documents, contracts, and legal correspondence through internal and external databases portals.
• Regulatory compliance: ensure company record-keeping practices adhere to relevant regulations.
• Data integrity: implement measures to safeguard the integrity and confidentiality of company records