Terms of Reference (ToR): Appointment of a Company Secretary Service Provider

Background

The Mpumalanga Green Cluster Agency (MGCA) is a registered Non-Profit Company (NPC) established to support green economy development, innovation, and cluster engagement across Mpumalanga Province. MGCA operates within a governance framework that requires compliance with the Companies Act, 2008, King IV Report on Corporate Governance, and all applicable legal and regulatory requirements. In line with statutory requirements for an NPC, MGCA seeks to appoint a qualified service provider to deliver company secretary services to its board of directors.

Objective of the Assignment

To ensure the MGCA Board is supported in carrying out its governance responsibilities effectively, in full compliance with the Companies Act and corporate governance best practices.

SCOPE OF WORK

The appointed service provider will provide, inter alia, the following services:

3.1 Board Support and Governance

• Provide guidance to the Board on governance, compliance, and fiduciary duties.
• Ensure MGCA adheres to the requirements of the Companies Act, King IV principles, and any other applicable laws.
• Assist with the induction of new board members.
• Support the establishment and functioning of Board committees.

3.2 Board and Committee Meetings

• Prepare and circulate Board and committee meeting notices, agendas, and documentation in accordance with the Act and MGCA’s Memorandum of Incorporation (MOI).
• Attend and minute all Board and committee meetings.
• Maintain an accurate record of resolutions, actions, and decisions.
• Follow up on action items to ensure implementation.

3.3 Statutory and Compliance Services

• Maintain and update the statutory records of MGCA (share register, director register, minutes book, etc.).
• File all required returns with the Companies and Intellectual Property Commission (CIPC) within statutory deadlines.
• Ensure compliance with NPC reporting requirements, including annual returns and director changes.
• Advise the Board on legislative changes affecting the organization.

3.4 Advisory Role

• Provide advice on corporate governance best practices.
• Ensure effective Board evaluation processes are conducted.
• Support risk management and ethical governance initiatives.

Deliverables

• Well-prepared and accurate board and committee meeting packs.
• Timely, detailed minutes of Board and committee meetings.
• Updated statutory registers and records.
• Submission of required returns to CIPC and other regulators.
• Annual governance compliance report to the Board.

Duration of the Contract

The contract will be for an initial 12-month period, renewable subject to performance and organizational requirements.

Qualifications and Experience

The service provider must demonstrate:

• At least 5 years’ proven experience in providing company secretary services to boards of NPCs, NPOs, or similar entities.
• In-depth knowledge of the Companies Act, 2008, King IV Report, and other governance frameworks.
• Strong track record in drafting minutes, maintaining statutory records, and CIPC filings.
• Capacity to provide professional, independent, and confidential services.
• Membership of the Chartered Governance Institute of Southern Africa (CGISA) or an equivalent professional body will be an added advantage.

Reporting

and work closely with the Chief Executive Officer.

Proposal Submission Requirements

Interested service providers should submit proposals that include:

• Company profile and proof of registration.
• CVs of key professionals who will deliver the service.
• Evidence of relevant experience and references from at least three (3) recent clients.
• Pricing schedule (inclusive of VAT, if applicable).
• Valid tax clearance certificate and B-BBEE certificate/affidavit.

Evaluation Criteria

Proposals will be evaluated based on:

• Relevant experience and track record – 30%
• Technical approach and understanding of scope – 25%
• Qualifications of key personnel – 20%
• Pricing – 15%
• B-BBEE status – 10%

Submission and Inquiries

All proposals and inquiries must be directed to procurement@thegca.co.za, subject: Appointment of a Service Provider to Undertake Company Secretarial Services for the Mpumalanga Green Cluster Agency (MGCA) by 19 September 2025.