DEADLINE: 7TH APRIL, 2023
CENTRAL SECURITIES CLEARING SYSTEM PLC (CSCS)
REQUEST FOR PROPOSAL TO RENDER SERVICES IN RESPECT TO BOARD EVALUATION
(1.0) INTRODUCTION
(1.1) Based on good governance practices and statutory requirements, every organization should perform a board evaluation at least once every year. The evaluation is intended to help in identifying any shortcomings as well as highlight what the board and the company do well. It also holds board members responsible to stakeholders and shareholders.
Since reregistering as a public limited company (PLC) in 2013, CSCS PLC has endeavored to conduct an annual board evaluation. The observations and recommendations generated from assessments done have been helpful in evaluating the board’s performance and identifying areas for improvement.
In this regard, the Board and Management of CSCS PLC are desirous of engaging the services of a reputable Consulting Firm adept in undertaking board evaluations and rendering its observations from a holistic review of the Board’s performance and how effective its members are individually and as a collegiate in relation to the company’s objectives and leading practices for board governance.
(2.0) Terms of Reference:
(2.1) Examine the company’s governance documents and records of meetings with a view to evaluating the suitability of the Board’s tasks and responsibilities as well as the degree to which the Board members successfully carry out these essential roles.
(2.1) Examine the structures and procedures of the board and its committees in line with leading practices.
(2.2) Evaluate the behavior patterns of individual directors, the culture of the board and committees, and how this supports the effective functioning of the board.
(2.3) Conduct individual and group feedback sessions with the participating board directors and report your findings to the board chairman.
(2.4) Prepare a thorough evaluation report describing findings regarding the behaviour and effectiveness of the Board, pointing out any areas that might need improvement and making recommendations for corrective action to make the CSCS Board, a leading board.
(2.4) Provide other services required by CSCS in respect to and/or incidental to the assignment.
(3.0) Request for Proposal
(3.1) Consequently, we invite your firm to participate and submit a proposal. Specifically, your proposal should address the following:
(3.1.1) A Declaration of no conflict of interest in taking up this engagement as at the date of receipt of this RFP.
(3.1.2) The Firm’s Profile and a credibility statement outlining recent experience in relation to services which CSCS is seeking.
(3.1.3) A description of the methodology and work plan for performing your services.
(3.1.4) Commercial terms (both professional fees and incidentals) for your services.
(3.1.5) Any other ancillary terms and conditions of your proposal.
(4.0) Ethical Standards
(4.1) CSCS requires that all firms and their representatives that intend to undertake work for the company observe the highest standard of ethics during the selection process and if appointed, through the execution of the assignment. In pursuance of this, CSCS seeks to specifically note the following:
(a) defines, for the purposes of this provision, the terms set forth below as follows:
(i) “corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.
(ii) “fraudulent practice” is any act or omission including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.
(iii) “collusive practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.
(iv) “coercive practice” is impairing or harming or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.
(v) “obstructive practice” is deliberately destroying, falsifying, altering or concealing of evidence material to any investigation or making false statements to investigators in order to materially impede any investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation.
(b) will reject a recommendation for appointment if it determines that the firm recommended for appointment has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in competing for this engagement.
(c) will declare a firm ineligible, either indefinitely or for a stated period of time, to be engaged by CSCS and/or its subsidiaries, if it at any time determines that the firm has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in competing for, or in executing the assignment.
(5.0) Procedure after Submission
(5.1) CSCS shall evaluate proposals based on their responsiveness to the Terms of Reference. Each responsive proposal will be given a score. A proposal shall be rejected at this stage if it does not respond to important aspects of the Terms of Reference or if it fails to achieve the minimum score. The shortlisted Firm(s) shall be invited for an oral presentation before a Committee of representatives of CSCS. The Firm who achieves the highest score after the final presentation will be invited for negotiations. Negotiations will subsequently be held, the aim of which is to reach an agreement on all points and award the assignment to the successful Firm. If negotiations fail, the Firm with the second highest score will be invited to negotiate an agreement. After negotiations are completed, CSCS will promptly notify other Firms on the shortlist that they were unsuccessful.
(6.0) Confidentiality
(6.1) By accepting to take part in this selection process, your Firm shall keep in confidence all information provided to you in relation to this proposal process and shall not disclose the said information to third parties or use the said information for any other purpose other than in relation to the proposal process. Additionally, if your Firm is not selected, your Firm shall keep in confidence all information provided to you in relation to this proposal and the fact that you have received this proposal. In view of the sensitivity surrounding the assignment, you are required to keep in strict confidence the fact that you have received this Request for Proposal.
(7.0) Conflict of Interest
(7.1) CSCS policy requires firms to provide professional, objective, and impartial advice, and at all times hold CSCS’ interests paramount, without any consideration for future work, and strictly avoid conflicts with other assignments or their own corporate interests. Firms shall not be hired for any assignment that would conflict with their prior or current obligations to other clients, or that may place them in a position of not being able to carry out the assignment in the best interests of CSCS.
(7.2) Without limitation on the generality of this rule, firms shall not be hired under the circumstances set forth below:
(a) Conflict between firm’s activities and engagement services: A firm that has been engaged to provide services for a counterparty, conflicting project or competition, and each of its affiliates, shall be disqualified from providing Board appraisal services related to this assignment.
(b) Conflict among Board appraisal assignments: Neither firm (including their personnel and subsidiaries) nor any of their affiliates shall be hired for this assignment that, by its nature, may conflict with another assignment of the firm.
(c) Relationship with Staff and Directors of CSCS and those of potential counterparty: Firms (including their personnel) that have a business or family relationship with a member of Staff or Director of CSCS and/or the potential counterparty (or of any other beneficiary of the assignment) who are directly or indirectly involved in any part of this assignment may not be appointed for this service.
(7.2.1) As indicated in paragraph 7.2 (a) above, it will be the exclusive decision of CSCS whether or not to have the subsequent phases of the services (if the assignment is phased) carried out, and if it is carried out, which firm will be hired for the purpose.
(7.2.2) In the event of 7.2 (a) and in order to ensure fairness and transparency in the selection process, it is required that the firms competing for a specific assignment do not derive a competitive advantage from having provided services related to the assignment in question. To this end, all information that would in this respect give a firm a competitive advantage shall be made available to all the short-listed firms together with the request for proposals.
(7.3) Firms shall furnish information as described in the Proposal submission on commissions and gratuities, if any, paid or to be paid to agents relating to this proposal, and to execute the work if the firm is awarded the contract.
(8.0) Mode of Submission
(8.1) The firm is requested to provide one copy of the Proposal (either as a single document with clearly delineated sections or separate documents) in electronic format (either Microsoft Office or PDF). Submissions to this RFP must be returned on or before 4:00pm on Friday 7 April 2023 to the designated email address rfpsubmission@cscs.ng and copied to Charles I. Ojo at cojo@cscs.ng
Late submissions will not be considered by Central Securities Clearing System Plc. Complimentary hard copies may be submitted to the address below:
Attention:
The Head, Internal Control,
Central Securities Clearing System Plc
13th Floor, Nigerian Exchange Group House
2/4 Customs Street, Lagos, Nigeria
Clarification Requests: Clarification requests should be addressed to: cojo@cscs.ng.
We would also appreciate a response if you decline to submit a proposal.
(9.0) Evaluation of Proposal:
(9.1) From the time the proposals are received, CSCS shall study the proposals and make decision either by itself (through its Management and/or Board) or through a Consultant and decide on progressing the selection process, with any or all the firms who have submitted responses to the RFP. This decision and the timeline for this is the sole discretion of CSCS. Any effort by a firm to influence CSCS during the proposal evaluation, proposal comparison or appointment stage may result in the rejection of the firm’s proposal and CSCS does not owe any obligation in disclosing the reason for rejection of proposal or discontinuation of the selection process with any firm.
(9.2) The evaluation process by relevant authority in CSCS will evaluate the proposals on the basis of their judgement on the capacity of the firms applying pre-agreed evaluation criteria, sub-criteria within the framework of a point system. Each responsive proposal will be given a technical score. A proposal shall be rejected if it does not respond to important aspects of the Terms of Reference or if it fails to achieve the minimum technical score threshold set by the committee(s) and in which case the proposal shall not be considered. CSCS shall not disclose the points scored by any firm.
(9.3) After the evaluation of the technical proposal is completed, the committee shall consider the commercial terms. Please note that the competitiveness of your commercial terms is as integral as your technical proposal. The preferred firm will be selected based on least cost preference and value-for-service orientation following scoring of the technical proposals.
(10.0) Negotiation
(10.1) Negotiations may be held remotely through a virtual session with successful firm(s). Submission of responses to the RFP does not guarantee CSCS’ decision to advance conversion with any firm to the negotiation stage and negotiation does not guarantee appointment. No firm has any claim on CSCS for not being appointed irrespective of whether or not a negotiation was held with such firm.
(10.2) The decision on appointment would be made by the evaluation committee(s) post negotiations with firm(s). CSCS will accordingly notify successful firm(s) of their appointment or otherwise.
(10.3) The appointed firm is expected to be in a ready-state to commence the assignment immediately or as may be advised by CSCS.
(11.0) Conclusion
We thank you for your attention to this RFP and look forward to receiving your proposal.
Sincerely,
Charles I. Ojo
General Counsel/Company Secretary
2/4 Customs Street, Nigerian Exchange Group House, (First Floor),
P.O. Box 3168, Marina Lagos, Nigeria
Tel: +234 (1) 448 0500.
Email: info@cscs.ng, Website: https://www.cscs.ng
Directors: Mr. Oscar N. Onyema, OON (Chairman), Mr. Haruna Jalo-Waziri (MD/CEO), Mr. Uche Ike, Mr. Eric Idiahi, Mr. Roosevelt Ogbonna, Ms. Tinuade Awe, Mr. Ibrahim Dikko. Ms. Chinelo Anohu, Mr. Oluseyi Owoturo, Mrs. Tairat Tijani
