Statement of Work TechnoServe Consultancy – Consultancy to support Strengthening of the Corporate Governance of VANEX

Statement of Work, Download Full TOR


TechnoServe Consultancy Mission Description


Uganda :      Vanilla Supply Chain

Roles :          Consultancy to support Strengthening of the Corporate Governance of VANEX

Timing :       February- 2023

Location of Assignment : Kampala (no Field movement required)

Language : Working English

Funding :    USDA



1.0 Country Background


Since 1972, TechnoServe has been working in Uganda with farmers, cooperatives, suppliers and processors to strategically develop competitive industries around key crops, including cash crops such as cocoa and coffee and staples such as maize and rice. We are helping farmers make the transition from subsistence to commercial production, assisting processors to improve operations and identifying opportunities for investment in agriculture. We are also supporting the diversification of Uganda’s economy through entrepreneurship programs that empower men and women to create thriving small- and medium-sized businesses in a variety of sectors.



2.0.TechnoServe Consultant’s Role


CRS, TechnoServe and Frontier Co-op are implementing VINES, a five year, USDA Food for Progress program that will make Uganda the world’s next leading supplier of high-quality vanilla. VINES will leverage the expertise of CRS and its world class consortium of partners, associated experts and leading international buyers to provide technical assistance to enhance the production of safe, clean, pure vanilla, develop market links with US trade networks, and strengthen an enabling public policy network to reduce vanilla theft to transform the lives of 16,200 farmers, 356 self-employed service and input providers, 480 processors’ employees; and generating 15,820 new on-farm seasonal and permanent processing jobs to reach 32,856 vanilla stakeholders.


As the Markets Lead within the VINES consortium, TechnoServe is tasked with enhancing the business viability and capacity of the actors in the vanilla value chain. The actors include; Apex Associations, Youth, Commercial Farmers, Traders, Processors among others.


3.0.About VANEX


The Association of the Vanilla Exporters of Uganda Limited (VANEX) is a membership organization constituted by vanilla buyers and exporters. VANEX was incorporated in Uganda in June 2005 as a company limited by guarantee and with an intent to pool resources of members and harmonize and co-ordinate efforts and activities in the best interest of the vanilla export industry in Uganda. VANEX have since grown into an officially recognized organization that serves as a platform, which contributes to the effort to create an enabling environment for sustainable vanilla production and trade with a view of making Uganda a reliable global source of high-quality natural vanilla.


Vision: We envision a world in which Uganda is a recognized and significant origin of high-quality sustainable vanilla for international buyers.


Mission: We aim to pool resources of members, harmonize, and coordinate their efforts and activities for a sustainable and profitable vanilla industry in Uganda.


4.0.Scope of work/ Context of the assignment


For any organization / company to grow, it is important that it is legally compliant, has clear, sound corporate governance structures follows its rules and regulations, has well laid out operational policies and procedures that help support management to follow legally acceptable and internally agreed good management practices. These factors make the organization attractive to internal and external stakeholders.


With no exception, VANEX as a membership organization was expected to have grown through its 15 years of formal existence. VANEX’s Growth would mean several things which may include;

  • Growth of its membership in reflection of the increasing number of exporters subscribing to VANEX,
  • A broader membership with specified membership categories,
  • Annual collection of membership subscriptions (fees) that cover operating costs,
  • Delivery of value-added services to members,
  • Functional corporate governance, with emerging organizational structures and systems that oversee the growth and performance of the organization, and ensures accountability
  • A clear business plan,
  • Financial sustainability,
  • Strong visibility at national and international level in issues of policy and advocacy for the enabling environment of the advancement of the vanilla industry,
  • Collaborative partnerships with like-minded organizations, funders and government institutions
  • A human resources structure that supports the implementation of the organizational strategy and programs.
  • Functional management systems with supporting policies, processes and guidelines.

In order to deliver on its mandate and serve its memberships, VANEX Secretariat recently undertook some actions towards improving its corporate governance standing, and documentation of some management systems. Some of the actions include:

  1. Revising its Memorandum and Articles of Association (MEMARTS) after a wide consultation with stakeholders,
  2. Developed a Board Charter,
  3. Documented management policies and guidelines, specifically the Human Resources Policy manual, and the Financial Management and Procurement Guidelines.

The above documents were presented to the board and were adopted; the revised MEMARTS were also adopted by the Annual General Meeting and reregistration is under way with URSB.


Although the process has begun, the management system set out above are yet to be implemented fully pending registration. There is need for a corporate governance system to be fully instituted and operationalized.



4.1.The Purpose of the Assignment


The assignment is the second part of the overall assignment whose goal is support building the institutional capacity of VANEX with sound corporate governance.


4.2.The Consultant


VANEX with direct support from Technoserve is seeking the services of a qualified consultant (individual or company) with expertise in corporate governance to support the operationalization of the structures and functions defined by the board charter.


The broad assignment activities


The Consultant is expected to undertake the following broad activities:

  1. To work closely with Technoserve and VANEX Secretariat to review; the entire Governance Structure, mandate and documentation of VANEX.
  2. Board Charter together with the MEMARTS of VANEX and come up with better documents if there is need and creation of a road map of execution and operationalization.
  3. Work with VANEX secretariat to facilitate on boarding of new board and committee members on the organization’s corporate governance policies, management systems, and conduct a tailor-made training on selected topics to Board of Directors, and committee members.

5.0.The consultant is expected to execute the following tasks among others:

  • Hold inception meetings with Selected Vines staff and VANEX Secretariat staff to agree on the methodology and scheduling of the assignment and come up with an agreement in terms of scope and how recommendations from the assignment will be presented, approved and put into action.
  • Review the Board Charter and MEMARTS documents, both corporate documents to ensure understanding and identification of areas for the assignment to deliver on. The review shall include but not limited to understanding the current organizational structure and its functioning; the performance of the general assembly, board performance and qualification of the board, election processes, minutes and decisions taken; this is to get an understanding of the governance structure at VANEX and the proposed structure as per the new board charter and MEMARTS in order to suggest and implement practical processes that will deliver the Corporate Governance structure described in the board charter and MEMARTS.
  • Evaluate all the existing documents if any and guidelines, related to governance and use them in the process; however; where need for extra documents identified, the Consultants works with VANEX to ensure their development and use during this process.
  • Conduct an on boarding training for a span over at least four days (split time) to the new board and committees elected in December 2022 on effective Directorship and role implementation.



The Consultant is expected to:

  • Produce inception report detailing the methodology and tools (if any to use)
  • Provide weekly updates to Techno serve and VANEX through a check in call virtually or physically-as may be determined.
  • Training report of the board and committee members
  • Summary- end report summarizing level of achievement on all the tasks, and section of recommendations.


6.1.Experience desired of selected team members

  • At least 7 years of experience in senior management position in private or public sector.
  • Have 5 years’ experience in board affairs or executive position and good understanding of operations of a corporate entity in line with various Uganda laws.
  • Knowledge of the corporate governance, management needs of corporate entities, finance and accounting.
  • Good understanding of ways of working to institute change (change management) in an organization
  • Experience in facilitating meetings and group moderation techniques to get consensus.
  • Demonstrated ability to draft documents and write concisely.
  • Demonstrated experience of organizing and conducting training of board.


7.0.Time frame Deliverables

This work is expected be completed within not more than 16 man days, spread between the start of the contract at signing and delivery of all actions; not later than by 17th February 2023, including submission of end assignment report.

  • Work plan that will outline the design and development processes.
  • Roadmap for operationalization of the board charter leading to election of new board and committees
  • Working documents to support operationalization of the charter developed.
  • Board of Directors and committees trained / oriented on the organization’s policies and systems based on tailor made topics of delivering effectiveness of the Board of Directors and committees in their roles.


5)        Assignment reports as earlier highlighted.



8.0.Guidelines for Application


Potential interested and qualified individual consultant or team of consultants are requested to submit their proposals for conducting this assignment. These should be submitted via email to Procurement via the email provided in the RFP.



9.0.Techno Serve’s evaluation of proposals will be based on the factors set out below. At the sole discretion of TechnoServe, bidders may be selected for follow-up questions or to provide an oral presentation. TechnoServe reserves the right to award the contract to the bidder whose proposal is deemed to be in the best interest of TechnoServe. TechnoServe will not award a contract to any bidder where there is indication of a lack of business integrity.



10.0.  Max Points Criterion


30 Price, inclusive of all delivery fees and taxes


50 Technical understanding of the assignment

20 Experience of personnel/firm

How to Apply: Download Full TOR

All proposals must be emailed to the address below with your proposal attached in one or more files (PDF preferred). You will receive an auto-confirmation upon receipt. DO NOT email your proposal to any employee of TechnoServe or deliver your proposal in hard copy to a TechnoServe office. Failing to adhere to these instructions may make your proposal ineligible for consideration.



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