Tshikululu: Service provider’s Terms of Reference - Ecosystem review

Tshikululu Social Investments
Please note: this opportunity closing date has passed and may not be available any more.
Opportunity closing date: 
Monday, 21 October, 2019
Opportunity type: 
Call for proposals

Tshikululu works with a leading key player in the tertiary education funding landscape that offers a range of private bursary programmes. The entity has worked with different universities and, technical and vocational education and training (TVET) colleges. The entity has experienced several challenges in executing its mandate over the years. Of particular concern has been the growing demand for financial aid, which the entity cannot meet due to government fiscal constraints. In addition, broader issues of skills shortages are prevalent in the nation, particularly across science, technology, engineering and mathematics (STEM) fields.
When proposed, the model was envisaged to address broader societal issues in South Africa, including:

  • reducing the high dropout rates of poor and working-class students in the higher education and training sector;
  • improving the employability of funded graduates;
  • improving the skills profile of the country; and
  • improving the partnership between the government, the private sector and higher education institutions in supporting poor and “missing middle” students.

To date, the entity has utilised support from another entity since inception in order to better manage such a large initiative. All the finance, human resources (HR), legal, governance and risk functions are performed through the supporting entity. It has been planned that all the afore mentioned functions need to be transferred to the entity so that it can run independently. A plan of how this is going to happen has been drafted and tabled. The plan includes nominating auditors and establishing a governance structure.
To assist the entity to enhance its efficiencies and effectiveness, we would like to appoint a service provider to undertake a review of:

  • Current governance and controls
Aim of the review

This assessment seeks to undertake the review of the entire ecosystem of governance and controls including systems and processes. The intention is to identify gaps and risks with the ultimate aim of making recommendations on closing these gaps and formulate risk mitigation measures.

The review will also assess the transition plan in order to give input for improvement in order to reduce risks. It is the entity teams’ responsibility to draft the plan, and the board responsibility to ensure that it is an effective, low risk transition. This review would seek to identify areas to collaborate and support these responsibilities and work within the timelines conducive to both the entity’s executive and the client.
The rationale for this review is:

  • Firstly, to satisfy that the current governance and controls are appropriate for a continued relationship.
  • Secondly to review the plan (once drafted) and make recommendations to the entity’s team and board for improvement across:
    • The people strategy. This will place impetus on helping to complete a forward-thinking strategy on capacitating the organisation with the right skills and the requisite staff complement that will enable a foundation to excel in the tertiary education landscape as it evolves;
    • The entity stated operational needs of the organisation. This is aimed at helping to ensure that the entity has established guiding principles, including a reallocation policy when there are vacancies in the implementation of the programme;
    • The proposed governance structure, in order to give input that will help embed a strong oversight capability of the board to ensure independent decision-making. This will include a review of the stated roles and responsibilities of the governing board and the operational management of the entity to give input for improvement;
    • The proposed collaborative environment with stakeholders across the tertiary education value chain. This includes funders, the Department of Higher Education and Training (DHET), tertiary education institutions and the end beneficiaries (students). That will help enable the entity to have sustained efficacy and efficiencies; and

It is envisaged that the outcomes of the review will:

  • Satisfy entity’s stakeholders that current organisational governance controls are appropriate
  • Contribute towards the entity’s development of a successful low risk effective transition plan
Scope of work

The following table highlights in detail the objectives of the assessment, key questions to answer and procedures to follow in order to achieve those objectives. It also serves as a guideline for service provider to follow to review the governance and controls of both entities (the supported and supporting entity).  
Furthermore, the service provider will be expected to review the draft transition plan that the entity has drawn as it become an independent entity from the supporting entity. The review of the transition plan drafted, will assist the entity in developing a low risk plan.

Objective Procedures
1. Assess the finance function in terms of its expertise, resources and experience
  • Enquire and confirm the full-time headcount utilised in the finance function.
  • Enquire and confirm the allocation of headcount in the finance function between management and non-management personnel.
  • Enquire and confirm the qualification and experience of the management team in the finance function.
  • Report on the assessment of the finance function.
2. Assess the adequacy of the governance structures in place
  • Assess the working relationship between the supported and the supporting entity.
  • Assess the organisational structure of supported entity, particularly the strengths and weaknesses.
  • Governance of risk and opportunity, technology and information, compliance and remuneration:
    1. enquire and verify that the entity has formalised a risk policy;
    2. enquire from management as to the process employed in managing risk and comment on its adequacy in mitigating risk;
    3. obtain an understanding of the use and management of IT at the organisation and comments on its adequacy in supporting the organisation in achieving its objectives;
    4. obtain confirmation in writing directly from the entity’s legal advisors as to any pending litigation and/or claims against the entity; and
    5. enquire as to the process employed by the entity to ensure that it remunerates fairly, responsibly and transparently, and assess the adequacy of such.
  • Assess the adequacy of the governance structures in place.
  • What are the terms and conditions of the contract between the supported and supporting entity and its funders? Should the contract be reviewed?
3. Obtain a detailed understanding of the organisation by reviewing its founding documentation and memorandum of intention (MOI) with the supporting entity
  • Peruse the founding documentation of the organisation and identify areas of non-compliance based on current operations.
  • Report any identified areas of non-compliance with the founding documents of the organisation.
  • What are the timelines of the MOI? How does it assist the supported entity in implementing its mandate?
  • Has the management structure of the organisation changed since inception? If so, how and why has it changed?
4. Assess the regulatory compliance of the organisation with regulatory bodies such as the South African Revenue Service (SARS) and the Directorate in Department of Social Development, if applicable
  • Obtain the organisation’s registration status.
  • Obtain from management the entity’s tax clearance certificate and inspect for validity.
  • Confirm with SARS if the entity is an approved public benefit organisation (PBO) and inspect the confirmation of the PBO exemption letter issued by SARS to the organisation.
  • Inspect the entity’s statement of accounts for the last 24 months for VAT and employees’ tax submissions, to identify late/non-submissions and/or the payment of penalties and/or interest.
  • Confirm with the Department of Social Development the current standing of the organisation (if applicable).
  • Report on the regulatory compliance of the organisation.
  • Peruse the latest audited financial statements and identify:
    1. significant audit findings in the auditor’s report and management report;
    2. significant decreases/increases in income and expenses between the years (individual and in aggregate) and obtain reasons for such, as well as evaluate the reasonability of such reasons;
    3. the major categories of expenses; and
    4. the entity’s solvency and liquidity ratios.
  • The scope of the audit should be shared with the funder.
5. Identify significant operational cycles based on the operations of the organisation
  • Obtain an understanding of the organisation and identify the key operational cycles:
    1. What is the selection process for beneficiaries?
    2. What is the nature of the contract between supported and supporting entity and their beneficiaries?
    3. How are vacancies (due to a beneficiary dropping out or transferring to another funder, etc.) on the programme reported, and what happens to those funds?
    4. Are payments to institutions, service providers and students paid on time?
    5. How are deviations/financial and otherwise from what was articulated in donor contracts, specifically the Funder, dealt with, and how are donors informed about these changes?
  • Report the significant operational cycles of the organisation.
6. Identify the key controls in each significant operational cycle and assess the design and implementation of the key controls
  • Obtain an understanding of the key operations control objectives and assess its design.
  • Test the implementation of each key control.
  • Report on the design and implementation of the key controls in the significant operational cycles of the organisation.
7. Identify the key controls in each significant operational cycle and test the operating effectiveness of the key controls
  • Select a sample of transactions and/or account balances, based on a sample table.
  • Test the operating effectiveness of the key controls over the sample of transactions and/or account balances.
  • Report on the operating effectiveness of the key controls in the significant operational cycles of the organisation.
8. Stakeholder management
  • What is the nature of supported and supporting entity stakeholder relations, such as funders, government and other entities?
  • What is the communication strategy with these stakeholders?
9. Risk management strategy
  • Understand the supported and supporting entity’s risk response measures and adequacy all round.
10. Conclusion
  • Based on the data and information collated, conclude on the adequacy of governance structure at the organisation, the design and implementation of key controls, and the operating effectiveness of such controls.


Review outputs

On the basis of the initial scope of work conducted, clear and detailed recommendations must be made with respect to Governance – documenting the entity’s organisation policies and procedures and ensuring that they are adequate for an ongoing relationship with its stakeholders. In addition, if the transition plan is available, the review of the plan should be able to give clear recommended changes to the entity’s executive team.

Required expertise

The appointed service provider must:

  • have experience in conducting similar assessments;
  • have a strong ability to evaluate governance structures and systems;
  • have experience in executing OD initiatives and strategies;
  • demonstrate the required skills and ability to conduct sensitive and confidential assessments;
  • have a team lead who must possess the minimum tertiary education qualification; and
  • have a thorough understanding of the tertiary education landscape.

If, for any reason, the team changes during the assignment, Tshikululu must be informed in a reasonable time frame.


Tshikululu is responsible for the necessary introductions to stakeholders that the service provider may need to engage during this assessment. Tshikululu is also responsible for facilitating the provision of all the necessary information/documentation that will engender effective implementation of the assessment.

The service provider shall:
  • provide evidence of their commitment to transformation at an organisational level through provision of a B-BBEE compliance certificate and where applicable a transformation policy/plan;
  • take note that preference will be awarded to transformed entities;
  • have the option to present expertise at an organisational and/or team level;
  • propose a budget that is aligned to and reinforces the described methodology;
  • be resourced adequately to meet service requirements;
  • conduct the assignment in a professional manner;
  • follow all the steps necessary for this assignment as articulated;
  • store and hand over all the information generated through this assignment to Tshikululu in a confidential manner.
The service provider shall provide the following documents:
  • overview of the company, including its directors and management’s credentials to establish good standing
  • tax compliance/exemption certificate/company registration;
  • proof of legal registration of the company; and
  • broad-based black economic empowerment (B-BBEE) certificate/ affidavit.
  • Business Resume;
  • organisational Transformation Plan;
  • Team member CVs;
  • Project Proposal including the budget, methodology and workplan;
Timeline of activities


Activity Date
Appointment of service provider and contracting 30 October 2019
Finalisation of contract/SLA with service provider 7 November 2019
Beginning of review 10 November 2019
Draft report to Tshikululu 13 December 2019
Submission of draft report with Tshikululu inputs 20 December 2019
Presentation of the draft findings to the sub-committee 13 January 2020
Submission of final report 20 January 2020
Presentation of final report by the service provider to the Funder February 2020 (date TBC)


Contact person 
For any queries and submissions please contact Nyaradzo Mutanha: nmutanha@tshikululu.org.za

Please quote the source of this advertisement in your application - NGO Pulse Portal

For more information about Tshikululu refer to http://tshikululu.org.za/

For other opportunities in the NGO sector, refer to http://www.ngopulse.org/opportunities


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