TOR – TWO INDIVIDUAL CONSULTANTS TO DRAFT THE AFRICAN UNION GUIDELINES ON CORPORATE GOVERNANCE OF STATE-OWNED ENTERPRISES (SOEs)

TERMS OF REFERENCE FOR TWO INDIVIDUAL CONSULTANTS TO DRAFT THE AFRICAN UNION GUIDELINES ON CORPORATE GOVERNANCE OF STATE-OWNED ENTERPRISES (SOEs)

PROCUREMENT NUMBER: APRM/013/SIDA/ AUCGSOE/2020:

1.BACKGROUND

In December 2019, The African Peer Review Mechanism received financing from the Swedish International  Development  Cooperation Agency (SIDA) and intends to apply part of the agreed amount for this grant as payments towards the procurement of two experienced  Individual Consultants (French and English  speaking)  to Draft the African Union Guidelines on Corporate Governance of State-Owned Enterprises (SOEs)

2.DESCRIPTION OF THE PROJECT

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 17 years, the APRM has conducted 23 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.

SOEs form one of the largest sectors of the economy in many African countries and are important contributors to national development. SOEs provide citizens with access to vital services such as water, electricity, health, sanitation, telecommunications, and transportation. The competitive position of the private sector-led economy, including small and medium-sized enterprises, is also heavily dependent on the services and infrastructure provided by these firms. On a regional level, SOEs are key players in large cross-border infrastructure projects, which are crucial to realising regional integration goals and to achieving what is considered to be an important development objective.

Many African economies have placed SOEs at the centre of their national development strategies with a growing trend to rely on SOEs to remedy market failures and remove direct obstacles to development. Some go beyond this and aspire to a “developmental” state model in which SOEs drive competitiveness, job creation and industrial development. This is partially a response to disappointment with the outcomes of privatisations and structural reform programmes in the 1990s, but there is also a growing consensus that if governed properly, SOEs can support national development.

Some concerns have been expressed regarding the effectiveness of these approaches, including the managerial and technical capabilities of the participating SOEs. Irregular practices including conflicts of interest and outright corruption have also been alleged. Thus, there is a need for strong efforts to ramp up the efficiency, competitiveness and commercial viability of existing SOEs. Until now, no African continental benchmark for SOE governance has been developed. However, a small number of national SOE corporate governance guidelines do exist.

The Guidelines are primarily oriented towards SOEs under central government or sub-national ownership using a distinct legal form (for example, joint stock companies or limited liability companies – and at any rate separate from the general public administration), having a commercial activity and where the State has effective control through full, majority, or significant minority ownership.

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 Guidelines on Corporate Governance of State-Owned Enterprises (SOEs)  (“AU Guidelines on CG of SOEs”) intended to guide member states on standards and best practices of SOEs governance in Africa. This project forms the basis for this TOR.

The main deliverable of the Project is the African Union Guidelines on Corporate Governance of State-Owned Enterprises (SOEs) that will be presented to the African Network on Corporate Governance of SOEs 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 SOEs governance.

3.OBJECTIVE OF THE ASSIGNMENT

Many African countries have placed SOEs at the centre of their national development strategies with a growing trend to rely on SOEs to remedy market failures and remove direct obstacles to development. However, irregular practices including conflicts of interest and outright corruption have been alleged. Thus, there is a need for strong efforts to ramp up the efficiency, competitiveness, and commercial viability of existing SOEs. So far there is no continental benchmark for SOE governance this project is expected to fill in this gap.

4.SCOPE OF THE ASSSIGNMENT

The Guidelines will be oriented towards SOEs under central government or sub-national ownership using a distinct legal form, having a commercial activity and where the State has effective control through full, majority, or significant minority ownership.

 OUTPUTS

The 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 Reports, previous and current industry, academic and other African and international SOEs Governance focused reports with a view to identify the key challenges, emerging best practices, outstanding issues faced by African member countries regarding Boosting the performance of the SOE sector through improved governance arrangements can potentially lead to better economic and social outcomes in Africa. implementation and compliance with Corporate Governance as well as the steps undertaken to address such challenges.
2. In addition, the consultant/consulting firm should take stock of various SOEs Corporate Governance Guidelines in use in different member states and highlight any regional/country specific nuances or divergencies.
3. Undertake country level consultation with stakeholder and list of approved institutions on the development of the AU Guidelines on CG of SOEs, produce the draft report.
4. Produce an outline of the 1^st Draft of the AU Guidelines on CG of SOEs (Specific Timeline will be indicated).
5. Revise and edit the report and integrate feedback by stakeholders and submit final copy.

5.OUTPUT TIMELINE

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

1. Produce the Inception Report which, in addition, should contain the methodology, work plan, the concrete design of the specific topic, and timelines after the awarding of the contract (2 weeks).
2. Receive Comments and Feedback on the Inception Report after the submission and Participate to country visits and consultations for (1 weeks)
3. Produce the draft of the Guidelines Report on Corporate Governance of SOEs after country visits (1 month)

Present the Guidelines Report for Validation (2 Days Workshop) and Review the Guidelines Report based on Feedback from the Validation Workshop (2 Days) for Final Submission of The African Union Guidelines on Corporate Governance of SOEs.

6.DELIVERABLES

The main deliverable of the assignment is the Guidelines on Corporate Governance of State-Owned Enterprises (SOEs) which should contain the following, with no mandatory limitation:

• The consultant will be expected to produce AU Guidelines on Corporate Governance of State-Owned Enterprises (SOEs) based on regional and sectoral allocation that will be consolidated into the overall Guidelines.
• Recommendations within the AU Guidelines to improve governance of the SOEs sector improvement by striking a balance between local and international best practices.
• Specific recommendations for Corporate Governance Guidelines applicable to African SOEs
• Provide an Action Plan and RoadMap for the infusion of the Guidelines within National Development Plan.
• Propose recommendations in terms of improving the way government exercises the ownership function
• Develop a methodology and standards for the production of annual publication of performance targets with regards to Corporate Governance within SOEs.
• Incorporate recommendations based technological advances to encourage tractability of funds within procurement systems and corruption deterrence mechanisms.
• Propose Recommendations for developing an efficient African methodology for aggregate reporting.
• Propose policies for the Monitoring, Enforcement and Evaluation of the effectiveness of the Guidelines in terms of violation and quality control mechanisms.
• Consultants will also be required to present the draft Guidelines at a Technical Validation meeting
• Consultants would then be required to revise the Guidelines incorporating the comments from the Secretariat, peer reviewers and the Validation meeting.

7.TIME FRAME /DURATION OF ASSIGNMENT

This is a three (3) months assignment

8.QUALIFICATIONS, EXPERIENCE AND COMPETENCIES

1. Master’s Degree with of seven years’ experience in Public Policy, Economics Business Administration, Business Finance, or related fields Or

PhD level in Public Policy, Economics Business Administration, Business Finance, or related fields.

1. An expert level understanding of the APRM or AU Organs and the governance challenges of the African Continent.
2. Minimum of 7 years of relevant professional experience in the development of public policy, SOEs governance and/or Corporate Governance.
3. 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
4. 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
5. Experience in managing projects, meetings, and teams
6. 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.
7. Demonstrated ability to communicate ideas and analyses clearly and tactfully, both orally and in writing.

9. FACILITIES AND SERVICES TO BE PROVIDED BY THE CLIENT

The APRM Secretariat shall:

• Facilitate access to relevant information and stakeholders as practicable; and
• Facilitate travel documentation processes as necessary.

10. PAYMENT SCHEDULE

The assignment will be conducted in three months and the consultant will be paid upon certification of satisfactory work as per work plan and endorsed by APRM Continental Secretariat.

10. LOCATION

This is a home-based assignment. However, the consultants may be required to undertake field visits and travel to APRM Secretariat for the validation meeting subjected to lifting of travel restriction.  The Consultant shall be required to use own online platforms and tools to carry out the assignment and should be available for consultation during the period of engagement.

11. GENERAL INFORMATION

All consultancies will be advertised on an equal opportunity basis.

12. LANGUAGE OF ASSIGNMENT

The African Union Guidelines on Corporate Governance of State-Owned Enterprises (SOEs) final product should be presented in English/or French.

13. Evaluation Criteria

The selection will be done based on the following criteria.

14. 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 Coordinators.

15. RESERVATIONS AND CONFIDENTIALITY

APRM reserves the right to withhold all or a portion of payment if performance is unsatisfactory, if work/output is incomplete, not delivered, or for failure to meet deadlines. In the event of the producer ending the contract prior to delivering all agreed upon products, a portion of the payments shall be returned to the APRM.

The consultant undertakes to maintain confidentiality on all information that is not the public domain and shall not be involved in another assignment that represents a conflict of interest to the prevailing assignment. The Consultant shall undertake to refrain from promoting any political or religious beliefs in the documentary movie which is the subject of this contract.

16.CLARIFICATION

Clarification can only be sought through Email: [email protected] during working hours- Monday to Friday time 8.00a.m hrs to 5.00 p.m hours local time

17.MODE OF APPLICATION/ SUBMISSION & DOCUMENTS TO BE SUBMITTED BY CONSULTANTS

The consultant should submit an expression of interest, containing a technical proposal and a Financial proposal. The technical proposal should, among others, list the profile of the consultant, understanding of the ToRs, understanding of the methodology, detailed workplan, references and contact persons.

The financial proposal should give a cost breakdown per milestone and take into consideration all expenses, Consultant fee, Air ticketing, DSA as may be necessary. The proposal should be in USD and inclusive of all taxes and other statutory obligations as may apply.

The Technical & financial Proposal clearly marked ‘REOI: PROCUREMENT NUMBER: APRM/013/SIDA/ AUCGSOE/2020: INDIVIDUAL CONSULTANTS (TWO) TO DRAFT THE AFRICAN UNION GUIDELINES ON CORPORATE GOVERNANCE OF STATE-OWNED ENTERPRISES (SOEs)

Shall be submitted through Email: [email protected] on or 27^th October 2020 at 11.00hrs South Africa time. Eligible women are encouraged to apply. The REOI shall be opened immediately after the closing date and time.

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

Submit Bid through Email: [email protected]