Job Description

**Legal and Institutional Affairs Lead

Millennium Challenge Account-Indonesia II**

Introduction and Background 

The Millennium Challenge Corporation (MCC) is a U.S. government corporation established in 2004. Its mission is to provide assistance that will support sustainable and inclusive economic growth and poverty reduction in carefully selected developing countries that demonstrate a commitment to just and democratic governance, economic freedom, and investments in their citizenry. 

In December 2018, MCC’s Board of Directors selected Indonesia as eligible to develop a second compact. The selection reflected the strong partnership MCC and Indonesia built during the first compact. Following signature of the Indonesia Infrastructure and Finance Compact on April 13, 2023, the entity charged with implementing the compact activities, Millennium Challenge Account-Indonesia II (MCA), is currently in the pre-implementation preparation stage, prior to “Entry-Into-Force” (EIF) of the compact agreement at which time the five-year implementation period begins.

The Indonesia Infrastructure and Finance Compact consists of three projects:

The Advancing Transport and Logistics Accessibility (ATLAS) Project will work with five provincial governments – South Sumatra, North Sulawesi, Riau, Riau Islands and Bali – to improve infrastructure planning and preparation at the sub-national level, where transport and logistics are more constrained. The resulting projects will improve access to employment opportunities for Indonesians and the accessibility of transport services for women and disabled passengers.

The Access to Finance for Women-owned/Micro-, Small and Medium Enterprises (MSME Finance) Project aims to increase formal lending services to MSMEs, especially those owned by women. The project will also provide business training, including digital and financial literacy trainings, and technical assistance to improve credit worthiness and investment readiness.

The Financial Markets Development (FMD) Project will provide technical assistance and blended finance grants to increase the participation of private sector or commercially oriented finance in infrastructure investments. This will help the government of Indonesia to form new partnerships and unlock existing money to fund lower-risk, high-quality infrastructure projects.

Detailed information about the MCC Indonesia Compact program is available on the MCC website (refer to Annex I: Program Description of the Compact).

Position Background and Objective

The MCA Entity seeks an individual consultant to act as the Legal and Institutional Affairs Lead (Legal Lead) to lead the legal team of MCA-Indonesia II. The Legal and Institutional Affairs Lead will serve as the principal legal officer and senior policy advisor on legal matters, as well as a technical resource, to the MCA-Indonesia II governing board of trustees (Majelis Wali Amanat [MWA]) and management team and other consultant staff of MCA- Indonesia II. The Legal Lead will supervise the Legal Specialist and others as delegated.

Tasks and Responsibilities

• Provide or coordinate the provision of legal advice on all issues affecting the internal operations of MCA-Indonesia II, including government contracts and other agreements, third party commercial contracts and other agreements, procurement and fiscal law, and corporate governance and records management.

• Advise the MWA and the Operations Unit (Unit Pelaksana Program) of MCA-Indonesia II on legal issues and address legal matters as they arise. This may include preparing and submitting reports and other documents on a periodic basis to the MWA and the management team that identifies any problems (and recommended solutions) encountered in MCA compliance with its obligations or other legal matters.

• Ensure that MCA activities comply with (i) the obligations of MCA-Indonesia II contained in the Compact and all related agreements or otherwise delegated to MCA-Indonesia II by the Government; (ii) all agreements entered into under or in furtherance of the Compact; (iii) all applicable laws and regulations of Indonesia; (iv) all of MCA-Indonesia II’s organizational and governance documents, including any law or decree related to the creation or operation of MCA-Indonesia II and MCA-Indonesia II’s bylaws or other governing documents; and (v) any other applicable laws, regulations, policies, and agreements.

• Serve as the corporate secretary of the MWA. This includes developing and implementing procedures for the meetings of the MWA and ensuring that MWA meetings and actions comply with the requirements of the Compact, all related agreements, and the relevant governing documents of MCA-Indonesia II (including any law or decree related to the creation or operation of MCA-Indonesia II and MCA-Indonesia II’s bylaws or other governing documents). This function also includes responsibility for ensuring all necessary and appropriate records are produced and maintained by MCA-Indonesia II.

• Represent, or manage the representation of, MCA-Indonesia II before courts, regulatory, and administrative bodies, and in arbitration and other proceedings.

• Help to identify, and advise on, situations that may involve elements of fraud and corruption and/or conflicts of interest in the implementation of the Compact. Coordinate training and advice on MCC policies and applicable laws, regulations and other policies relevant to the prevention, detection, and correction of fraud and corruption. Coordinate training and advice on matters of ethical behavior, including the avoidance of conflicts of interest and policies governing confidentiality and transparency. This training will include the MWA, the management team, other consultant staff of MCA-Indonesia II, and, where appropriate, implementing entities of Indonesia (Government) designated in accordance with the terms of the Compact, and MCA contractors.

• Participate in negotiations, and draft, review, and advise on all types of contracts and other documents to be executed by MCA-Indonesia II for the implementation of the Compact.

• Provide guidance on legal implications of procurement and financial activities that may be undertaken by MCA-Indonesia II.

• Participate in the drafting and review of deliverables required by the terms of the Compact and related agreements to ensure legal sufficiency and the proper and timely delivery of such deliverables.

• Advise the MWA and MCA regarding employment matters, including drafting and negotiating employment agreements.

• Cooperate with and advise representatives of Government bodies, including ministries, the legislature, and other public agencies, regarding the Government’s responsibilities under the Compact and all related agreements.

• Act as the main liaison between MCA-Indonesia II and MCC on legal matters relating to the implementation of the Compact.

• Recruit, supervise, and manage junior legal officers and other consultant staff within MCA-Indonesia II, as may be necessary.

• Determine the need for additional legal experts (including outside counsel), identify possible sources for such experts, assist the Procurement Lead in the procurement of such experts, provide recommendations on legal tasks that should be outsourced to an outside counsel, and manage such outside counsel.

• Perform such other responsibilities that are commonly exercised or incidental to the position of Legal Lead and Corporate Secretary or as may be delegated or requested from time to time by the MWA or the management team of MCA-Indonesia II.

Expected Outputs include, but are not limited to, the following:

• Amendments to Bylaws for governing MCA-Indonesia II

• Draft agreements between MCA-Indonesia II and other Government entities

• Legal memo on Compact’s status under Indonesian law

• Legal opinions on requested topics Agendas and materials for MWA meetings

Key Qualifications (Education, Experience, Technical Competencies)

Pass/Fail Qualifications

• Must hold an appropriate degree in law and be qualified and certified in good standing to practice law in Indonesia.
• Ten (10) or more years of relevant experience
• Proven supervisory or management experience of attorneys and other staff.
• Native written and verbal communication skills in Indonesian and excellent written and verbal communication skills in English.

Required Qualifications

• At least five (5) years in a management position, working at a law firm or as legal counsel, preferably with some experience serving as in-house counsel in a commercial entity or not-for-profit entity and some experience working in a law firm or as legal counsel in Indonesia. Experience in an organization, project, or company with an annual budget of $50 to $100 million USD
• Knowledge of, and experience with, both international law and the laws of Indonesia encompassing a diverse range of legal issues, including contract, corporate, construction, employment, and procurement laws and regulations, especially in transactions or situations involving foreign investors/foreign governments, or experience representing foreign investors in transactions or situations involving the Government. Experience in international commercial transactions and project and structured financing.
• Experience advising entities in negotiating, executing, and implementing international agreements with foreign governments.
• Experience in administering or providing advice regarding tax exemptions in Indonesia.
• Good understanding of the Indonesian regulations and laws related to grant management (Pengelolaan Hibah)
• Demonstrated ability to coordinate with Government entities to ensure smooth implementation of MCA-Indonesia II activities, as well as across multidisciplinary teams and institutions in national and international contexts.
• Strong interpersonal skills and the ability to establish and maintain effective working relationships with people of different backgrounds.
• Demonstrated ability to collaborate effectively with peers as well as work across departments or divisions.
• A responsible and flexible attitude and capacity to simultaneously manage a variety of tasks, and responsibilities, and shift priorities and deadlines without supervision.
• Demonstrated professionalism, good judgment, and flexibility to meet the needs of the position.

Desired Qualifications

• Experience in US Government-funded projects
• Experience working as or with a corporate secretary on governing board and corporate governance, compliance, and record-keeping matters.
• Strong computer skills (e.g., MS Office, Internet).

Duration and Performance Location

The Consultant is expected to work for a base period of 12 months in Full-Time. There is potential for follow-on contracts to cover the implementation of the five-year Compact. Any follow-on contracts will be based on satisfactory performance and mutual agreement. Working Facilities

Office space and a laptop equipped with necessary software will eventually be provided to the Consultant in Jakarta. However, for an interim period during the project start-up phase, the Consultant will be expected to provide his or her own laptop and all necessary equipment as needed to perform the services, until IT equipment and the office space is procured. This includes but is not limited to: computer/laptop, and other equipment that are needed by the Consultant.

Airfare for domestic travel within Indonesia and lodging outside Jakarta and other cities is provided by MCA-Indonesia II.

*Note: This Position Description is subject to revisions/updates as necessary to ensure alignment to the organization’s strategic direction and structure. Revisions to the description are subject to applicable MCA-Indonesia II policies and procedures, and official versions of each Position Description are maintained by MCA-Indonesia II.**

Attachments