TOR – INDIVIDUAL CONSULTANT TO DRAFT THE AFRICAN UNION GUIDANCE NOTE ON CORPORATE GOVERNANCE

1.    Background

The African Peer Review Mechanism was established in 2003 by the African Union Heads of State and Government with the primary purpose of fostering practices that lead to political stability, high economic growth, sustainable and inclusive development, as well as accelerated regional and continental integration. It seeks to rectify underlying deficiencies in governance and socioeconomic development processes among member states of the African Union. The APRM covers four thematic areas: (i) Democracy and political governance; (ii) Economic management and governance; (iii) Corporate governance; and (iv) Socio-economic development. Participating countries go through detailed review processes (including consultations with government, the private sector, civil society and other stakeholders), culminating in a peer review exercise at the level of Heads of State and Government.

A key feature of the APRM is that it is home grown. This, as well as its voluntary nature, are important in buttressing and consolidating Africa’s ownership of its development agenda. As an assessment and monitoring tool, the APRM can also help to track progress towards meeting regional and international development aspirations and commitments including the AU’s Agenda 2063 and the Sustainable Development Goals (SDGs). The African Union and the Heads of State are cognizant of this and in January 2017, they expanded the mandate of the Mechanism from the core reviews to monitoring and evaluation role, for the African Union Agenda 2063 and the SDGs. This is a reflection of the confidence reposed in the Mechanism and will contribute to the universalization of the APRM where all AU member states will become members of the APRM.

To date, over a period of 15 years, the APRM has conducted 21 country review missions across the African continent covering extensive analysis of standards of governance in the four thematic areas, i.e. democracy and political governance, economic management and governance, corporate governance; and socio-economic development. Review findings in relation to the Corporate Governance theme have revealed some common challenges within countries.

Findings reveal that most African member states have not put in place a corporate governance framework that guides organisations, both in public and private sectors and that in cases where a framework exists, the levels of compliance are poor. Furthermore, the corporate governance frameworks that do exist in some member states are by far and large borrowed from Western and/or global standards and principles of corporate governance, which tend to be applicable to business environments that exist in developed countries and do not take cognisance of the domestic business environments.

Further findings faced by member states with regard to compliance with corporate governance standards reveal that the private sector is largely dominated by the informal sector and Small, Medium Enterprises (SMEs) and organizations exhibit characteristics of different stages of adoption of good corporate governance depending on the size of the organization, the sector and industry. With regard to the SME and informal sectors, there are largely no Corporate Governance standards and practices.

An extensive body of research indicates that an effective Corporate Governance Framework ensures that the interest of all stakeholders within a company, an organization or public enterprise is balanced. It entices investors to participate in an economic market by instilling confidence that there are mechanisms in place to align management’s interests with those of the owners. Africa’s economic growth over the past two decades therefore necessitates an examination of current Corporate Governance structures and how to improve upon them.

In light of the above and given the mandate of APRM on the continent to promote and raise the level of good governance in member states, the APRM has embarked on a project for the development of an African Union Guidance Note on Corporate Governance (“AU Guidance Note on CG”) intended to guide member states on standards and best practices of corporate governance in Africa. This project forms the basis for this TOR.

The main deliverable of the Project is the African Union Guidance Note on Corporate Governance that will be presented to the AU for endorsement and eventual application by African Union member states in order to provide guidance to countries on the development and implementation of a national framework for corporate governance, covering the public and private sectors.

2.    Outputs

The Expert Consultants shall deliver the following specific outputs:

1. An Inception Report which shall be a stocktaking report with reference to desktop research of the APRM documents and country reports, previous and current industry, academic and other Pan African focused Corporate Governance reports with a view to identify the key challenges, emerging best practices, outstanding issues faced by African member countries regarding implementation and compliance with Corporate Governance as well as the steps undertaken to address such challenges. In addition, the consultant/consulting firm should take stock of various Corporate Governance Guidelines in use in different member states e.g. King Report and National Corporate Codes, by also highlighting any regional/country specific nuances or divergencies e.g. Francophone/Anglophone, Islamic, etc. This report should be produced within three weeks of signing the consultancy contract.
2. Undertake country visits to conduct multi stakeholder consultations with a list of approved institutions on the development of the African Principles, Draft and produce Field Visit Report,

• Produce an outline of the 1^st Draft of the AU Guidance Note (Specific Timeline will be indicated).

3. Output Timeline

The consultants shall deliver all outputs based on the following schedule:

• Produce the Inception Report 2 weeks after the awarding of the contract
• Receive Comments and Feedback on the Inception Report 2 weeks after the submission
• Participate to country visits and consultations for 2 weeks
• Produce the draft of the Guidance Note Report on Corporate Governance 2 weeks after country visits.
• Consolidate the Guidance Note Report in 1,5 weeks
• Present the Guidance Note Report for Validation (3 Days Workshop)
• Review the Guidance Note Report based on Feedback from the Validation Workshop (3 Days)
• Submit the Final Guidance Note within a week.

4. Deliverables

The main deliverable of the assignment is a Guidance Note on Corporate Governance which should contain the following:

• Each consultant will be expected to produce a draft of the note that will be consolidated into the overall Guidance note
• Consultants will also be required to present the draft Guidance note on CG at a Technical Validation meeting
• Consultants would then be required to revise the Guidance note incorporating the comments from the Secretariat, peer reviewers and the Validation meeting.

4. Qualifications, Experience and Competencies
5. Minimum Masters level in Business Administration, Business Finance, Economics, or related fields. A PhD in the related fields will be an advantage.
6. An expert level understanding of the APRM and the governance challenges of the African Continent.

• Minimum of 7 years of relevant professional experience in the development of public policy and/or Corporate Governance.

1. Knowledge of Corporate Governance particularly the development of national standards, and the workings of Boards, National or Transnational Corporations or SOEs Experience in the private sector will be an added advantage
2. Demonstrated ability to write to a very high standard as evidenced by previous examples of relevant work accomplished in the field such as Publications and research
3. Experience in managing projects, meetings, and teams

• Fluency in spoken English or French and ability to write lucid reports and documents in English or French is required; knowledge of the other language will be an added advantage.
• Demonstrated ability to communicate ideas and analyses clearly and tactfully, both orally and in writing.

5. Facilities and Services to be Provided by the Client

The APRM Secretariat shall:

1. Facilitate access to relevant information and stakeholders as practicable; and
2. Facilitate travel and visa processes as necessary.

6.    Period of the Assignment

• This is a One-Month assignment carried out over 3 months.
• The total remuneration of this assignment will be 10 000 USD.
• The APRM shall pay 30% of Contract price upon submission and acceptance of the Inception Report; and
• The balance of 70% of Contract price upon submission and acceptance of the Final report of the AU Guidance Note on Corporate Governance.
• The APRM will also provide return ticket and per diem according to applicable rules in the case of travel

7.    Location

This is a home-based assignment. However, the consultants may be required to undertake field visits and travel to the Secretariat for the validation meeting.

8.  General Information

All consultancies will be advertised on an equal opportunity basis.

9. Language of Assignment

The AU Guiding Principles on Corporate Governance final product should be presented in English/or French.

10. Evaluation Criteria

The selection will be done based on the following criteria.

11.Reporting

Overall the consultant is accountable for deliverables to the CEO APRM. However, on a day to day basis the Consultant shall report directly to the Project Coordinator of the project.

12.  Mode of Application

All applications in writing should be accompanied by up-to-date Certified Curriculum Vitae and supporting documents (Note: do not send originals) with the names and addresses of three referees, one of which should be the last consultancy and addressed to:

African Peer Review Mechanism Secretariat

Private Bag XO8, Halfway House

Physical Address: 230 15^th Road, 1^st Floor,

Raandjies Park, Midrand, 1685,

South Africa

Contact: Project Coordinator

Email: [email protected]