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Terms of Reference for Provision of Legal Consultancy on Registration of WWF Zambia Job at WWF Zambia


WWF Zambia

TERMS OF REFERENCE FOR PROVISION OF LEGAL CONSULTANCY ON REGISTRATION OF WWF ZAMBIA

1. INTRODUCTION AND BACKGROUND

1.1   Introduction

WWF Zambia operates in Zambia mainly under the authority of a bilateral agreement between the Government of the Republic of Zambia (GRZ) and the WWF International Secretariat, represented by Zambia’s Minister of Finance and WWF International’s Director General respectively. This bilateral agreement confers benefits and limitation. WWF Zambia is registered under the Ministry of Community Development and Social Services (MCDSS). To position and prepare itself to be approved as a national organisation (NO) by WWF International, WWF Zambia needs to meet a range of criteria outlined contained in a roadmap to become a National Organisation.

Part of the criteria for WWFZCO to be approved as an NO is around governance and management arrangements to deliver strongest impacts. So, WWF Zambia Country Office (WWFZCO) now seeks services to research and provide legal advice on the various other registration options, and implementation vehicles available that WWF Zambia can pursue to deliver its vision, mission and strategic objectives in Zambia as a national organisation. The working assumption is that exploring a range of local registration options will increase the organisation’s national identity and increase its impact. WWF Zambia is looking for the best registration option (or best combination of registration options) that will make it a strong local office. The consultancy will be in two parts. Firstly, to research and present pros and cons on the current registration options as well as pros and cons of other registration options; with a view of analysing and comparing a range of registration options that maintain current registration benefits; as well as options that would increase leverage and impact including in non-conservation sectors that directly impact biodiversity such as finance and investments.  The consultancy will also provide advice on the required governance arrangements for each and present to Zambia Country Office Senior Management Team (ZCO SMT) for decision making. The second part of The consultancy will be for development of the governance instruments appropriate to the registration vehicles and implementation vehicles proposed.

The objective of the consultancy is to provide legal advice on the best (one or combination of multiple) registration options that will position WWF Zambia to deliver its vision, mission and strategic objectives in Zambia as a national organisation efficiently and effectively, in line with WWF international network standards. These terms of reference (ToRs) outline requirements for consultancy to:

(i)         Present pros and cons on the current registration, as well as pros and cons of other registration options; analysing and comparing a range of registration options that maintain current registration benefits; and also options that would increase leverage and impact, including in non-conservation sectors such as finance and investments that directly impact biodiversity. The consultancy will also provide advice on the required governance arrangements for each; and present to ZCO SMT for decision making;

(ii)         Provide advice on the process of preferred registration options; and develop required governance documents for the selected registration options.

1.2   Background

1.2.1 The WWF International

World Wide Fund for Nature (WWF) International, formerly known as World Wildlife Fund International, is an independent foundation registered under Swiss law. WWF envisions a future where people live in harmony with nature, for the benefit of both people and nature. Its mission is to stop the degradation of the natural environment.

WWF International  is governed by a Board of Trustees which is headed by an International President.  The Secretariat is managed by the Director General and leads a Senior Management Team plus a Network Executive Team representing leaders from over 100 country offices of WWF globally. As a global network organisation with many national organisations and offices in the world, WWF International secretariat offices are based in four places – Singapore, Woking, Nairobi and Gland. The primary office, which is the headquarters of WWF International and seat of the Director General, is in Gland, Switzerland. The role of the secretariat is to lead and coordinate the WWF Network of offices around the world, by developing policies and priorities, fostering global partnerships, coordinating international campaigns, and providing supportive measures in order to help make the global operation run as smoothly as it can. The various WWF offices around the world come under two categories as follow:

  1. National Organisations (NOs): Those that can raise funds, function and carry out work autonomously;
  2. Programme Offices (POs) or Country Offices (COs): Are those that must raise funds, function and work under the direction of one of the WWF International secretariat offices. Currently, WWF Zambia is a Country Office.

In all cases, WWF offices and organisations carry out conservation work such as practical field projects, scientific research, advising local and national governments on environmental policy, promoting environmental education, and raising awareness of environmental issues. The WWF International Secretariat coordinates the WWF network Offices through Regional Offices.

Responsibilities of WWF National Organisation (NO) to WWF International

While WWF Programme Country Offices function under a WWF National Organisation, the later enjoys autonomous existence and functioning. However, a WWF National Organisation does have responsibilities to WWF International, as follows:

  1. Leadership and management: To define, implement and periodically revisit, a clear vision, strategy as well as governance and management structures of the NO in line with the WWF network mission, and in concert with staff;
  2. Governance and Compliance: To develop policies to guide the operations of the WWF local office in line with the WWF license; and to ensure compliance with all applicable laws, regulations, and regulatory bodies’ requirements in-country; and to work within the provisions of the WWF International Network Agreement. An NO represents WWF in-country, in line with values and network agreement. Furthermore, an NO (through its Board of Directors fully vested with legal or fiduciary responsibilities for formal authority to govern the NO) appoints and disappoints the NO’s Chief Executive Officer. The NO ensures adequate financial resources, is responsible for the effective and efficient allocation of resources, addresses organizational needs for expertise or access, and builds reputation with important constituencies;
  3. Funding and Financial oversight: An NO has direct responsibility to raise and account for funding to deliver its strategy in-country without WWF International responsibility. The NO is also charged with responsibility to oversee financial and all other resources; and has overall oversight for all donations, matters of risk, and audit;
  4. Representation: To ensure that the interests of WWFNO are represented in the Network fora where it has a voice and that WWFNO also supports the WWF Global Vision and Mission;
  5. National Office performance: Part of the NO’s Board’s governance function is to oversee the performance of WWFNO, through the Chief Executive Officer, and their own (using the Network Key Performance Indicators (KPIs) as a guide) – and to take any appropriate corrective action. The Board is the institution’s “performance partner”.

1.2.2 WWF Zambia

WWF Zambia is a Country Office (CO) under the Regional Office for Africa (ROA), headquartered in Nairobi, Kenya. Hence the term WWF Zambia Country Office (WWFZCO) or just ZCO as it is often referred to.  Since 1962, WWF in Zambia has been involved in various conservation activities to conserve Zambia’s biodiversity upon which the nation’s economy and livelihoods largely depend. The first WWF Zambia investment was on the Kafue Flats with the purchase of private land which was donated to the Government to create Lochinvar and Blue Lagoon National Parks. Since then WWF operated through a series of specific isolated projects including support to anti-poaching, conservation education, community based natural resource management and wetlands conservation. In 1991, WWF Zambia signed a memorandum of understanding, with the Government of the Republic of Zambia (GRZ) to create a coordinating office in Zambia. WWF Zambia is also currently registered under the Registrar of Non-Governmental Organisations (NGOs) of the Ministry of Community Development and Social Services; registration number RNGO 101/0271/2014-ISSUE NO.2.

In terms of WWFZCO’s governance and accountability:

  1. The Senior Management Team (SMT), headed by the Country Director, provides oversight and management of ZCO operations;
  2. The Country Director who holds overall responsibility of WWFZCO is directly accountable to WWF International Regional Office for Africa (ROA);
  3. The Advisory Board, a voluntary team, provides strategic advisory services to WWFZCO through the Senior Management Team (SMT) headed by the Country Director.

1.2.3 WWFZCO’s Journey to NO Status

Since 2017, WWF Zambia Country Office has been on a journey to become a National Organisation by the year 2023. This pursuit entails, among other aspects:

  1. The need for ZCO to refocus and establish a strong national strategy with a clear and compelling conservation agenda with an effective theory of change and delivery model;
  2. Establishing a strong funding model – including putting in place a clear, well researched, and costed Resource Mobilization Strategy – enabling delivery of strategy and improving financial sustainability of WWF Zambia through attraction of and working with diverse, flexible and unrestricted programmatic funding;
  3. Establishing WWF Zambia as a strong platform in the local society by setting up an independent board, and registering as a National Organization with an updated local legal status as a not-for-profit entity;
  4. Developing and sustaining a strengthened organization with a strong, mature leadership team; high-performing culture and enabling organizational structure with efficient systems and processes for conservation delivery; buttressed by investment in and adoption of an accountability framework, across organizational functions.

2. TERMS OF REFERENCE (ToRs)

These ToRs outlines requirements to undertake an assessment and provide legal opinion regarding the available options for WWF Zambia to register as a National Office within the confines of the Zambian laws, while sufficiently facilitating the organisation to deliver its mission and responsibilities as a National Organisation of WWF International effectively. This includes various vehicles for which resources can be mobilized and innovative programs can be implemented under the law.

Further, the ToRs provide consultancy responsibilities for developing the governance documents to operationalize registration of WWF Zambia as a local national organisation of WWF International. For the time being, the governance of the WWF Zambia may be a hybrid between an autonomous national organisation and a Gland/ROA-managed country office until WWF Zambia becomes a fully-fledged autonomous national organisation. So, the registration option and legal provisions are to be the foundation for WWF Zambia becoming a national organisation after fulfilment of all national organisation requirements and satisfactory assessment by WWF International.

2.1 Objectives of the Consultancy

  • To provide written legal advice to WWFZCO on the benefits/advantages and limitations/disadvantages of the current registration of WWF Zambia; and to advise how benefits of the current registration can be taken forward;
  • To research on various registration options for not-for-profit organisations in Zambia and recommend the most suitable options for WWF Zambia as national organisation of WWF International;
  • To produce governance and registration documents for WWF Zambia with respect to SMT approved registration options as a national organisation of WWF International;
  • To facilitate the approved additional registration options approved by WWFZCO register WWF Zambia (a year or couple of years from 2020) as an autonomous national organisation member of WWF International.

2.2 Scope of Work

The following is the scope of work for this assignment:

  1. Research on various options and recommend suitable options for WWF Zambia to register as a National Office within the confines of the Zambian laws; while meeting the requirements of the organisation as a member of the global WWF International network;
  2. Undertake an assessment and provide legal opinion regarding the advantages, disadvantages and limitations of ZCO’s current and other available registration options for WWF Zambia to register as a not-for-profit entity which is a national organization of the WWF International;
  3. The assessment should also capture in full the benefits/advantages and limitations/disadvantages of the current registration; and how the benefits/advantages can still be carried forward in the future;
  4. Provide clear rationale for the recommended choices of legal registration options;
  5. Work with SMT to review the draft the recommended registration options, Board and governance system including for Committees of the Board, etc. This review with the SMT could be by way of workshop;
  6. After SMT approval of registration options, assess and recommend the appropriate Board type and structure, as well as governance system, based on best practice within the WWF network, and other organizations with similar type of mandate and registration type in Zambia. This recommendation shall include a Board Organogram depicting the various board positions and committees expected thereof. Roles/functions and composition of each sub-committee should also be clearly spelt out – including the required skills-sets and their relationships / linkages with respective management structures
  7. Incorporate input from the SMT (in consultation with ROA) and produce final registration and governance documents of WWF Zambia.
  8. Facilitate registration if required.

2.3 Approach

Upon agreeing on the cost (and after an inception meeting) with WWFZCO Management, the consultant shall undertake a consultative and participatory approach involving WWFZCO team, to review pertinent WWF International and WWFZCO documents. The consultant will then research the salient pieces of legislation, protocols and provisions for registration options available for not-for-profit organisations, specifically WWF Zambia to register (besides through the NGO Act) in Zambia. Based on the findings of the review and research, the consultant shall provide legal advice on three (3) best/prioritized registration options in order of suggested preference, based on suitability for WWF Zambia’s requirements. This recommendation shall, for each registration option, also clearly outline: (i) each option’s advantages and disadvantages in relation to WWF Zambia’s requirements; (ii) registration requirements including all procedures, processes and governance documents. Upon review and selection/approval of registration option, by WWFZCO (in consultation with ROA), the consultant shall draft the required governance documents, registration protocols and documents for submission to WWFZCO.

The actual registration may be effected after a year or more to allow for WWF’s processes for developing WWFZCO into a national organisation. Therefore, the consultancy contract shall make provision for registration work 9including review and revisions of the registration documents) and related payment to be effected in the later year(s).

2.4 Deliverables

  • A clear report outlining available options, assessment of their advantages, disadvantages and limitations for WWF Zambia under current registration and other registration options as a not-for-profit entity which is a national organization of the WWF International. The report should recommend three (3) suitable options (in order of preference) with rationale, for WWF Zambia to register as a National Office within the confines of the Zambian laws; while meeting the requirements of the organisation as a member of the global WWF International network. Further, the report shall include assessment of the benefits/advantages and limitations/disadvantages of WWF Zambia’s current registration; and how the benefits/advantages can still be carried forward in the new or enhanced registration. In short, the report shall address and document provisions for all aspects of the scope of work (i.e. in section 2.2 above). This report is to be submitted to WWFZCO by 5th October 2020.
  • Final registration and governance documents (provisions including Board of Directors/Trustees, its Committees, etc required for WWF Zambia as an autonomous organisation – clearly spelling out the relationship with WWF International structures) for WWF Zambia submitted to WWFZCO Country Director, by 20th October 2020.
  • Registration of WWF Zambia through other registration options as may be determined.

2.5 Time-frame

From 21st September to 20th October 2020, by which date all deliverables are to be achieved.

2.6 Reporting, Coordination and Payment

  • The consultant shall report to the Country Director of WWFZCO;
  • Coordination, including for logistical arrangements and facilitation of any required reference materials from WWFZCO shall be with WWFZCO Senior Manager OD/RBM or the Executive Assistant to the Country Director
  • Payment for all the work, except for objective 2.1(iv) which shall be carried out in later year(s), shall be effected in full upon satisfactory achievement of deliverables as stipulated in 2.4 above.

2.7 Qualification

  • A reputable law firm with track record in business and corporate law
  • Valid law practicing license for 2020
  • With appropriately qualified legal experts available to be assigned to the consultancy
  • Good knowledge and experience of registration options and modalities for organizations similar to WWF
  • Experience in undertaking similar assignments
  • Good analytical and writing skills
  • Knowledge and understanding of WWF work in Zambia and globally

2.8 Application

Law firms meeting the above qualifications are invited to apply in writing, clearly proposing how they intend to carry out the assignment; and indicating the total and breakdown of costs, including fee, for the assignment.

Applications can be submitted  to wwfcareers@wwfzam.org. Only shortlisted firms will be contacted.  Deadline for applications: October 5th, 2020

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