Request for Proposal for Providing Corporate/Trust Services

Revised Proposal Posted July 3, 2020

Proposal Closing Date: July 22, 2020 (CLOSED)

The Voluntary Principles Association completed this RFP process in 2020. We are appreciative of all who took the time to bid. Our evaluation team unanimously selected Mulberry International B.V. as the new Corporate Services provider for the VPA.

RFP # VPSHR20-1

The complete RFP and instructions for submitting are available here.

For questions and answers related to this Request for Proposal, please see the bottom of this page.

Overview

Established in 2000, the Voluntary Principles on Security and Human Rights Initiative (VPI) is an initiative by Governments, NGOs, and Companies that provides guidance to extractives companies on maintaining the safety and security of their operations within an operating framework that ensures respect for human rights and fundamental freedoms.

The VPI provides a platform for members to engage in dialogue and discussion related to best practice and lessons learned in the area of human rights and the extractive industries. The VPI is governed by a Steering Committee composed of representatives from the three membership Pillars: Governments, NGOs, and Companies. The VPI is governed by the Governance rules and the Steering Committee.

For additional information, please visit: www.voluntaryprinciples.org.

The Voluntary Principles Association (VPA), with whom the successful bidder will formally enter into a contract, is the formal not-for-profit legal entity, domiciled in the Netherlands, designed to address the basic administrative and financial needs of the Voluntary Principles Initiative (VPI). The VPA is governed by the Articles of Association and the Board of Directors.

The Secretariat, located in Ottawa, Canada, is responsible for the day-to-day business of both the VPI and the VPA and as such will act as a regular point of contact for the Corporate Services provider. The Secretariat services are currently contracted out to Compass Consulting International Ltd. The Secretariat will be administering this request for proposal on behalf of VPA.

Purpose

The Voluntary Principles Association requests proposals from firms registered in the Netherlands to provide corporate/trust services for a period of 5 years. Requirements for firms are set out in 3.2 – Eligibility. Responsibilities of the corporate services provider are described in Appendix A: Statement of Work. Work is expected to start December 2020.

For legal and practical purposes, the VPA will enter into a service agreement with an independent corporate/trust services provider in the Netherlands, whose responsibilities will include tasks related to the legal, administrative and financial aspects of the VPA and which will act as a liaison on these matters between respective third parties (such as the bank, registration office and auditor), and the VPA Board of Directors and the Secretariat, as needed.

The VPA Board of Directors is seeking professional corporate/trust services, including but not limited to, providing domicile services within the Netherlands, maintaining official records and archiving original legal documentation of the VPA, assisting with registrations and de-registrations of Board Members, management of bank accounts, receipt of payments, management of service agreements with and payments to 3^rd parties, preparation of financial reports, arrange and support annual audit, procurement of Director and Officer insurance, and management of tax status (not-for-profit association). The VPA is a relatively simple organization that typically generates under 100 financial transactions annually.

In addition, the activities of the Secretariat, the Steering Committee and Board of Directors can give rise to needs beyond those indicated above. The Corporate Service provider will be expected to provide necessary assistance as may arise from time to time to support the Secretariat, Steering Committee and Board of Directors, for example, in providing timely legal advice to help ensure that VPA governance structures and decision-making are in compliance with Dutch law. Other examples including advising on amendments to the VPA Articles of Incorporation, filing tax exemptions in other jurisdictions, and providing advice to ensure that tax-exempt status is maintained. For a description of the general nature of the Corporate Services required, please see Appendix A: Scope of Work.

The Secretariat, on behalf of the VPA, hereby invites your formal proposal to become the Corporate/Trust Services provider for the VPI and VPA. The contract term will be for 5 years, beginning December 1, 2020, with the provision to extend the engagement, as may be mutually agreed. It is anticipated that there will be a short transition period to help the newly selected Corporate/Trust Service provider in assuming their responsibilities.

Proposals should clearly indicate the structures and processes that will ensure the VPI and VPA receive a high level of service while ensuring that assets are being well managed.

Questions and Answers

Q1. Can you please provide more information about the nature of the VPA entity, its activities and its governance?

A1. The Voluntary Principles Association is a Vereniging, an Association with full legal capacity, listed in the Dutch Commercial Register (Handelsregister) at the Chamber of Commerce (Kamer van Koophandel (KVK)). It is an international membership-based multi-stakeholder Association, with over 50 members from around the world, including national Governments, Corporations and Non-Governmental Organizations (NGOs). It operates on a not-for-profit basis. There are no shareholders and no ultimate beneficial owners.

The Voluntary Principles Association (VPA) was created in 2011 to provide a legal entity for the Voluntary Principles Initiative (VPI), an international multi-stakeholder initiative created in 2000 with no legal personality, which is also made up of Governments, Corporations and non-governmental organizations (NGOs). The membership of the VPI is almost identical to that of the VPA. Members of the VPA/VPI work together on implementation of the Voluntary Principles on Security and Human Rights, an international standard intended to improve the human rights performance of security providers. For more information on the activities of VPA/VPI members, please see the website: www.voluntaryprinciples.org. Unlike most multi-stakeholder initiatives, the VPI and the VPA were not “fused” into one entity, so the VPI still meets. However, the VPI has no legal personality, its rules are not legally binding, it has no money, and does not enter into any contracts. The VPI meets to discuss policy and implementation matters. All legal and financial matters are managed by the VPA.

The VPA is overseen by a Board of Directors, made up of members of the Association. The VPA Articles of Association are available here and the 2018 amendments here.

VPA Board Members are elected from the membership (normally 4 or more from each “Pillar” – national Governments, Corporations and NGOs, although there are currently no corporate Board Members). There are no Board members that are not VPA members. Board members are unpaid. Under new revisions, Board member terms can last up to eight (8) years. Monthly Board meetings are held via email and/or teleconference. In accordance with the Articles of Association, the Board as a whole must approval all contracts and all expenditures, after which the Secretariat instructs the service provider in the Netherlands to disburse the funds.

An Annual General Meeting (AGM) of all Members is held during the Annual Plenary (usually held yearly in March). At the AGM, all formalities are performed, including approval of the annual budget and workplan, adoption of the financial statement and audit, approval of the amount of the annual dues, approval of new members of the Association, a rotation of Board members through the de-registration of departing Board members, and the election of new Board members, etc.

A Secretariat, based in Ottawa, performs the day-to-day running of the Voluntary Principles Initiative and Association. The Secretariat services are currently provided by Compass Consulting International Ltd. which is contracted by the VPA to provide such services.

The VPA raises funds through annual membership dues charged to each Corporate and (OECD member) Government. NGOs pay no membership dues. Membership dues generate fewer than 50 transactions annually, and the invoices are managed by the Secretariat, not the service provider.

The VPA’s accounts payable reflect a relatively small number of transactions per year (well under 50). These reflect the VPA’s contracts with service providers including the Secretariat based in Canada, the Netherlands-based service provider, venues for the holding of Annual Plenaries, and others such as a web designer, cloud-based file storage, Dutch auditor, Board D&O insurance, etc., all based in OECD jurisdictions. The Board as a whole approves all contracts, which are signed by two Board members. The VPA also disburses a small number of very modest grants to trusted multi-stakeholder groups in developing countries to perform specific activities to advance Voluntary Principles implementation, through grant agreements that are also approved by the Board and signed by Board members.

The overall legal risks of the VPA are very low, based on the types of activities undertaken, the very small number of contracts and the nature of the contracts. To the Secretariat’s knowledge, there has never been a legal or contractual dispute between the VPA and any other party. Due to the strong involvement of the Board as a whole in overseeing all financial decisions, as well as the clear separation of roles and responsibilities between the Board, the Secretariat and the Dutch service provider, any risks of fraud or risks related to the financial management of the VPA and its funds are extremely low.

The Members of the Voluntary Principles Association are:

Agnico Eagle
Alphamin Bisie Mining SA
Anglo American
AngloGold Ashanti
Barrick Gold Corporation
BHP Billiton
BP
Chevron
ConocoPhillips
Dinant
ENI
Equinor
ExxonMobil
Freeport-McMoRan
Frontera Energy
Galp Energia
Gemfields
Glencore
MMG
Newcrest Mining Limited
Newmont Mining Corporation
Norsk Hydro
Oil Search
PanAust
Repsol
Rio Tinto
Shell
Sherritt International
Total
Tullow Oil
Vale
Woodside Energy
Government of Argentina
Government of Australia
Government of Canada
Government of Switzerland
Government of The Netherlands
Government of the United Kingdom
Government of the United States
CDA Colloborative
COMPPART FOUNDATION FOR JUSTICE AND PEACEBUILDING
Fund for Peace
Human Rights Watch
IMPACT
International Alert
LITE-Africa
New Nigeria Foundation
Pact
Pax
Search for Common Ground
UNICEF Canada
West Africa Network for Peacebuilding, Ghana (WANEP)
Q2. In reference to RFP Section 3.2 Eligibility sub iii: “Bidder must employ individuals who are members in good standing in relevant Accounting and Legal Professional Associations and ensure they are available to support the VPA and VPI.” Could you please clarify if this requires a bidder to only employ individuals that are members of the NBA (The Royal Netherlands Institute of Chartered Accountants) which is the is the professional body for accountants in the Netherlands and/or to only employ individuals that are members of the NOvA (The Netherlands Bar).

A2. Except as set forth in the next sentence, the bidder must employ at least one individual who is a member in good standing in the NBA (The Royal Netherlands Institute of Chartered Accountants) and one individual who is a member in good standing of the NOvA (The Netherlands Bar), and ensure that these employees are available to support the VPA and VPI. This requirement shall not apply to a bidder that is licensed by the Dutch Central Bank (De Nederlandsche Bank, DNB) as a Registered Trust Office.
Q3. In reference to RFP Section 3.2 Eligibility sub iii: “Bidder must employ individuals who are members in good standing in relevant Accounting and Legal Professional Associations and ensure they are available to support the VPA and VPI.” Must the whole firm be member of the respective accounting and legal associations in the Netherlands?

A3. See above reply to Q2.
Q4. Must Bidders be a ‘a licensed gatekeeper’ that like banks is under the supervision of The Dutch Bank in accordance with the Dutch Trust Act (“Wtt 2018“)?

A4. See above reply to Q2.
Q5. Regarding Section 1.2 Overview. Secretariat / Compass Consulting International Ltd.: who (how many persons and their functions) will be in contact/instructing the corporate service provider?

A5: There are presently 6 employees at the Secretariat. The Head of Secretariat, Mora Johnson, and the Administrative Assistant, Tristy Mallette, will be responsible for contacting and instructing the service provider. Any contracts to be entered into or disbursements to be made must have the prior approval of the VPA Board of Directors, under the VPA’s Articles of Association.
Q6. Regarding Section 1.3 Purpose. Would it be possible to provide a structure chart reflecting all entities, organs with their respective authorities and all members?
A6. The Association’s organization comprises:
1. the Board of Directors
2. the General Meeting
3. the following Pillars:
  1. the Corporate Pillar
  2. the Government Pillar
  3. the NGO Pillar.
Further information is available in the Articles of Association, hyperlinked in the answer to Q1 above.
Q7. Focusing on the Board of Directors: how many board members are currently active?

A7. Recall that the VPA is a global membership-based multi-stakeholder initiative. On all legal and financial decisions of the VPA, the Board as a whole is always consulted for their approval.
Q8. How is the governance of the VPA set up? Based on the Articles of Association, we would appreciate more information on: (1) the decision-making process, (2) the convocation and frequency of meetings to be held, and (3) representation authorities.

A8. See Q1 above.
Q9. Will the VPA Board of Directors and/or the Secretariat and/or the Steering Committee be convening board meetings at our address?

A9. No, the VPA holds monthly meeting via email and/or teleconference and one yearly Plenary/AGM held in various locations. The Corporate Service Provider is not expected to attend these meetings.
Q10. Does the VPA employ any personnel in the Netherlands?

A10. No, the VPA does not directly employ anyone in any jurisdiction. They have contracted with Compass Consulting Limited in Ottawa, ON, Canada to provide Secretariat services and contract Corporate/Trust Services within The Netherlands.
Q11. The Corporate Service provider will be expected to provide necessary assistance: would it be possible to engage third parties to assist with rendering the legal and tax advice?

A11. The proposal should account for any anticipated use of third-party providers and associated costs
Q12. What is the expected transition time? Who/ will be responsible for transitioning the work?

A12. Transition of work is expected to occur in November. All records will be transferred from the existing service provider to the VPA c/o the Secretariat and over to the new service provider. The transition is not expected to be complex given the simplicity of the VPA and the low number of transactions annually.
Q13. Is there a preferred bank for VPI or VPA from a group perspective?

A13. Current bank is ABM-AMRO. The Board of Directors would be required to approve any change of bank and a strong rationale should be provided for a change.
Q14. Is transaction monitoring expected to occur on a daily/weekly/monthly base? Within which time period are deficiencies to be reported?

A14. Monthly transaction reporting is sufficient; however, deficiencies should be reported immediately.
Q15. How many 3rd party contracts are in place? How many transactions are foreseen to be made to the Secretariat & 3rd party contractors on a monthly base?

A15. The VPA has a small number of agreements and contracts (approx. 10-15 annually) with service providers, as described in the answer to Q1. Typically, there are only 3-5 accounts payable transactions per month.
Q16. Based on IFRS or Dutch GAAP? Will consolidation be needed?

A16. All accounting has been done using Dutch GAAP. Consolidation is not required as the VPA is a stand-alone Association.
Q17. Actual audit costs to be regarded as a VPA disbursement and should not be included in proposal cost. Will this be recorded and invoiced as time spent by the corporate service provider?

A17. An external auditor is engaged yearly to audit the VPA previous year’s financial statement to the ISO 700 standard. In recent years the auditor has been procured by the corporate service provider, but has contracted directly with the VPA. Therefore, costs for the third-party auditor should not be included in the bid. However, the preparation of the financial statements, procurement of an auditor, and support for this audit will be provided by the corporate service provider and time spent on this should be considered and included in this bid.
Q18. Does the corporate service provider have certain guidelines to meet? Is there a preferred list of insurance companies? What is the amount of insurance coverage? What is the maximum excess/deductible? Will this be recorded and invoiced as time spent by the corporate service provider?

A18. The corporate service provider will be responsible for sourcing and securing Board of Director liability insurance, but the contract is entered into directly with the VPA. Therefore, the cost of insurance should NOT be included within the bid. There is an existing policy in place which we anticipate could be renewed.
Q19. Why did the VPA members decide on the Netherlands as the domicile for its legal entity?

A19. In 2011 when a legal entity for the VPI was created, only jurisdictions of Government members of the VPI were considered, including Canada, the United States, the United Kingdom, Switzerland and the Netherlands. The VPI Steering Committee at the time voted in favour of the Netherlands as the preferred jurisdiction.
Q20. What is the VPA risk profile?

A20. See reply to Q1.
Q21. Request for Annual Accounts

A21. This information is confidential and unfortunately cannot be provided.
Q22. Number of man hours per year provided by TMF?

A22. Based on previous years, we estimate that 120-160 person hours would be required to fulfill the contract.
Q23. Who / which of the association’s members could be regarded as our prospective client and who would be our main contact?

A23. As the VPA is a membership-based organization, the client would be the entire VPA membership, as represented by the VPA Board of Directors. The main contact would be Mora Johnson, Head of Secretariat.
Q24. Would any of the persons involved be regarded as PEPs?

A24. The VPA is a membership-based organization, of which members include national governments. However, the government officials involved in the initiative are generally working level or director level and do not meet the definition of a PEP. All Board members are unpaid for their service as Board members. Additionally, the Board is multi-stakeholder, including NGOs and corporations. All Board members are consulted on any contracts or disbursements, diluting the influence of any one Board member.
Q25. Would there be any natural person that would exercise control of 25% or more, based on voting rights or based on the membership agreement, if any, If there is no such natural person, whom could we regard as ‘pseudo-UBO’?

A25. The VPA is a not-for-profit membership-based Association (Vereniging) of over 50 members, which are governments, corporations, and NGOs. There are no shareholders and no beneficial owners. All members have equal voting rights.
Q26. Would the (pseudo)UBO be able to share details of (the source of) his/her’s personal wealth?

A26. The VPA is a not-for-profit membership-based Association (Vereniging) of over 50 members. There are no shareholders and no beneficial owners. All VPA revenues are raised through membership dues and occasionally, a grant provided by a national government to pursue particular activities.
Q27. Considering that the Association already has a Dutch resident director, why would a (licensed) corporate service provider be required?

A27. The individual is a Board member pursuant to his employment with a Netherlands-based NGO, which is a member of the Voluntary Principles Association. In accordance with the Articles of Association, this individual, along with all the Board members of the VPA, are responsible for legal and financial decisions. The VPA is looking for a corporate service provider for domicile services, secretarial, administrative and banking services under instructions of the VPA Board.
Q28. Would it be possible for the bidder one of its directors to also become appointed as Dutch resident statutory director? NB: The provision of domicile and secretarial service without being appointed director does indicate ‘a high risk service’ under the Dutch Trust Act which would be less efficient, more burdensome and so costly than the full service packages (domicile+secretarial services+directorship)

A28. As a not-for-profit, membership-based Association (Vereniging) made up of national Governments, corporations and NGOs Under the VPA Articles of Association, all members of the Board of Directors are Members of the Association and Articles prohibit Board members which are not also Association Members As described in the answer to Q1, the overall legal and financial risks of the VPA are very low.
Q29. Would you please provide insight (type of service / type of counterparty / country) in the nature of the 100 transactions that the association occurs on the annual base.

A29. See answer to Q1.
Q30. The deadline for Expression of Interest has passed. Can I still bid on this RFP?

A30. While the deadline for expressions of interest has passed, the RFP does state that an expression of interest is not mandatory for bidders. So yes, you may still bid provided your submission is received by the bid deadline of July 22 COB.
Q31. The deadline for questions has passed. Can I still ask more questions?

A31. You are welcome to ask further questions, which may be submitted to mora.johnson@voluntaryprinciples.org, and the answers will be posted on our RFP webpage.