TERMS OF REFERENCE
LAW FIRM TO PROVIDE LEGAL ADVISE ACCELERATION INDONESIA
Save the Children International has operated in Indonesia since 1976, and Yayasan Sayangi Tunas Cilik (YSTC), as the local partner of Save the Children International, was founded and legally registered in May 2014 to deliver programs for the improvement in children’s lives. Both Yayasan and Save the Children International work together to share expertise, coordinate activities and pool resources, which enables us to extend our reach and impact for children. As a national partner, YSTC has been set on the pathway by the Save the Children International to become a member in the global movement within the next few years as it becomes more independent, self-sustaining and able to advocate for the rights of children in Indonesia.
Save the children and Yayasan has started the “Member Acceleration” Process in Indonesia. As a national organisation, YSTC is ideally positioned to better serve the needs of Indonesia's 86 million children by raising funds locally, recruiting national staff and providing a stronger local network for programming and advocacy of child rights. SCI programs, implemented by YSTC, help Indonesian children and their families by improving child protection, health and nutrition, education, livelihoods, emergency preparedness and response, and child rights governance. SCI receives funding for these vital programs from institutional donors, multi-lateral organisations, corporations, and foundations.
During the “Member Acceleration process” Yayasan need to get professional opinion on the legal matters listed below to comply with the local regulations, make the process smooth. In addition to that, our Human Resources Department is currently in the process of reviewing all aspects in Human Resources, most importantly Human Resources Legal and Compliances and the existing Company Regulation, as well as the Human Resources operations which currently used in the organization.
Terms of Reference:
To become a strong member of SC movement, Yayasan needs to strengthening the governance and board members role through adding more diversified and competitive board members. Yayasan team is currently working on Board chartered, roles and responsibilities, expectation from the board members and board different committee. To achieve these Yasyasan need expert advice from the firm.
- Advise Yayasan about Board Composition (National and International), maximum and minimum board member numbers, board structure and process of recruitment and succession according to the Indonesian Law to bring the required balance and diversity to the Board
- Advise senior management on legal risks, liability and reporting requirement to authorities in light of Indonesian Non Profit (Yayasan) organisation
Transfer of Assets and Awards:
SCI has number of asset which is being used by Yayasan for implementing program activities through Right to Use MOU. However under change process, all the title of asset need to be transferred to Yayasan. Current awards agreements are between SCI and SC member those also needs to be revised and should be directly signed between member and Yayasan through member to member agreement. To avoid any risk Yayasan team is looking for the legal advise from the expert to transfer the awards contract and asset to Yayasan.
- Advise and ensure timely, complete and accurate adherence to all statutory obligations expected to be met locally by the Yayasan to change the title of all assets under Yayasan
- Advise is the process, time frame to transfer asset, awards, Policy and procedures from SCI Indonesia to Yayasa. Advise should be also included about the documentation, tax liability and notification requirement. (Transfer means change of title and then Yayasan will have the full right to use or sell the transferred assets.
- Advise Yayasan if there is any legal restriction that limit Yayasan to take SCI activities, asset, and system and how those can be addressed. Also need a detail of approval process from different authorities and tax implications.
Transfer of Expat Contract to Yayasan:
All national staff contract are with Yayasan. There are three Expat staff working with SCI. Under change process these three staff contract should be transferred to Yayasan.
- Recommendation how Yayasan can hire SCI current expat. Need to explore different approaches with merits and demerits of each
- Can work permits for international employees need to be renewed in the event that employee contracts will be transferred from the SCI to Yayasan and what would be timeframe and process.
- Need advise if there is any limit of work permit for Yayasan
There is no liability for SCI for its grant income as all activities are non for profit. However Yayasan is looking for the advise can same privilege Yayasan can have and the what is the process.
1) Advise Yayasan if there is any taxes associated with the transfer of funds, asset, employees (International and national) and can Yaysan get the Tax/duties exemptions during emergency responses if any as International NGOs had these concessions?
IT, Accounting and awards systems:
Currently Yayasan is using SCI email domain, accounting and grant management system. In future Yayasan may use SCI HRIS as well. Yaysan is looking for an expert advise can Yayasan use the same system after the transition for the business as usual.
1) Advise on the regulation which limit Yayasan to have financial system server in the country and also about email domain. Can Yayasan use Save the Children email server in IK after getting deregister of SCI and what are the process and documenttion of the securing official approval?
Licensing Model: In a member acceleration process Yayasan would like to use all the SCI logo, branding and, media and communication material for that Yaysan need following advise.
- Advise and support to Yayasan in evaluating licensees model and structuring licensing agreement and conditions constitute grounds for early termination of the licensing agreement and what will be minimum or maximum contract period?
- Also advise to secure all the respective permission form the authorities
- If there is any limitation how can Yayasan can addressed those to secure licensing model.
Deregistration process: After completing the Member Acceleration Process, SCI needs to be deregistered from Indonesia.
1) We need an expert and detail advise about the deregistration process, time frame and challenges if anyHuman Resources
- To review and modify the existing Employment Agreement template for Indefinite and Definite, and to include provisions for violations to our regulation (child safeguarding, code of conduct, ant-fraud, Ant-Bribe, Anti-money laundering policies etc), will be dealt as per Yayasan policy as well as other detailed aspects which will need to be included.
- To review and modify the existing Employment Agreement template, specifically for Fundraisers, and to include provision to allow Yayasan to terminate in case of unsatisfactory performance commits fraud (without any obligation to pay for the rest of the period) as well as other detailed aspects which will need to be included.
- To develop strategy on bridging employment between the gap of project periods
- Template of Indefinite Employment Agreement
- Template of Definite Employment Agreement
- Template of Definite Employment Agreement for Fundraiser
- Strategy on bridging employment between gap of the project periods (Need more explanation or back ground information.)
The fee should include any services (advices, present in court, etc) required if there is any dispute related to the above deliverables.
4) To provide the fee for any dispute settlement (to present in court if any employee or Yayasan register the case against each other) outside the above deliverables.
Submission of Proposal
Law firm must submit proposal to us by Thursday, February 23th 2017, before 4 pm Jakarta time. To email address: procurement.indonesia@
Write the subject: LAW FIRM-<your company name>
The proposal must consist of:
1. Time frame Legal advice service effective from 01 March 2017 up to 31 Dec 2017
2. Should submit fee and Payment term.
3. Eager to know towards this proposal timeline.
4. Submit professional company profiles and working experiences
5. Timeline for HR matters is needed to complete.