Event Details:

TENDER NUMBER: MFC/HRGC01/2025

OUTSOURCED COMPANY SECRETARY SERVICES

Mulindi Factory Company Limited (MFC) is incorporated under Law No. 007/2021 of 05/02/2021 Governing Companies as a private limited liability company and is domiciled in Rwanda. Effective 30 March 2022 the Company is equally owned by Cooperative Theïcole De Mulindi (COOPTHE) and Cooperative Du The Villageois Mulindi (COOTHEVM) following an ownership transfer by East African Tea Investments (EATI).

MFC is looking for a qualified Individual or National Consultancy firm to engage for purposes of providing corporate secretarial services and ensuring that Mulindi Factory Company (MFC) complies with legal and regulatory requirements while maintaining high standards of corporate governance. Participation in the bidding process is therefore open and on equal terms.

Reporting to the Mulindi Board of Directors, specifically the Chairman (or a designated representative), the scope of the Company Secretary Services is expected to cover the following but shall not be limited to: .

Key Responsibilities

Board Support and Governance

In consultation with the Chairman, organizing and servicing board meetings, annual general meetings (AGMs), and other Board gatherings as required in a timely manner (e.g. preparing agendas, issuing notices, distributing Board papers, taking minutes, and following up on action points).

Managing correspondence, preparing reports, and communicating decisions to stakeholders.

Liaising with external regulators, auditors, and legal advisors.

Managing office administration, including personnel matters and insurance policies.

Statutory Compliance and Filings

Keeping the company’s statutory records up to date, including the registers of directors, shareholders, and asset charges.

Ensuring compliance with all legal, regulatory, and statutory filing requirements, including timely submission of annual returns and updates to relevant authorities regarding significant changes, such as director changes or corporate structure adjustments.

Overseeing policies to ensure they are up-to-date and compliant with regulations

Safeguarding essential company documents, including the certificate of incorporation, the memorandum and articles of association, Board minutes, and resolutions.

Maintaining custody of the company’s seal and overseeing its use in accordance with Board decisions.

Shareholder and Stakeholder Communication

Maintaining an accurate and up-to-date shareholder register in compliance with relevant laws.

Organizing Annual General Meetings (AGMs), Extraordinary General Meetings (EGMs), and other shareholder meetings.

Advising on shareholder communications, ensuring compliance with notification requirements and facilitating the distribution of proxy forms, voting materials, and other relevant information.

Corporate Governance and Legal Advisory

Advising the Board on corporate governance matters to ensure adherence to high governance standards and legal requirements.

Guiding the Board and individual Board members on their roles, responsibilities, and corporate governance matters to ensure their compliance with laws, regulations, and best practices.

Ensuring the Company operates in accordance with its Articles of Association and internal policies.

Key Qualifications and Experience of the Company Secretary

The successful candidate or firm must demonstrate the following qualifications and experience:

A University degree in Law, Corporate Commercial Law, or a related business/governance field with a corporate background.

Strong knowledge of corporate governance and legal compliance.

At least five (5) years of experience providing legal services, preferably within the agricultural or financial sector, or offering company secretarial services in a medium-to-large organization. Experience with tea industry-related businesses a plus.

Experience working with boards of directors and senior management.

Strong understanding of Rwandan laws, particularly in company and regulatory compliance.

Must be able to maintain strict confidentiality in all matters.

Attention to detail and the ability to work under

Excellent organizational skills and communication competence, specifically in English and Kinyarwanda. Functional literacy in French and Kiswahili a plus.

Possible Key Performance Indicators (KPIs)

Adherence to deadlines and precision in statutory filings and regulatory reporting.

Thoroughness and accuracy of meeting minutes and records for Board and shareholder sessions.

Maintenance of compliance with corporate governance guidelines and industry best practices.

Efficient management of shareholder relations, communications, and meetings.

Provision of timely and effective guidance during corporate transactions.

Positive evaluations from the Board on governance support and legal advisory services.

Duration of the Contract

The Company Secretary contract will be for an initial period of one(1) to two (2) years, with the possibility of extension based on performance and mutual agreement.

Evaluation Criteria

The selection of the successful tender will be based on the following criteria:

Relevant experience and qualifications.

Cost-effectiveness of the proposed fee.

Instructions to bidders:

All bids must be submitted via the "Apply Button" not later than Friday 11th April 2025. No hard copies will be accepted.

The proposal should be brief (Executive Summary) and include a technical and financial section in addition to:

A detailed CV or company profile with qualifications, certifications, and relevant experience.

A minimum of 2 references and/or testimonials from current and/or past clients.

The financial section should highlight the proposed fee, total cost and payment terms.

The email with the bid should bear the subject: ‘MFC Outsourced Company Secretary Services’.

If any bidder is related to or owned (firms), whether directly or indirectly, in whole or part, by a senior manager or Board member of MFC, that relationship must be disclosed prior to submitting the proposal.

MFC requires that all prospective bidders adhere to the highest ethical standards during the tendering and contracting process and any canvassing, collusive, coercive or fraudulent practices is strictly prohibited.

Any work performed incurred by the bidder in connection with responding to this request for bids shall be at the bidder’s own discretion and expense.

Any bidder who will not comply with the instructions to the bidders will automatically be disqualified.

Prepared on 28th March 2025

By order of Board of Directors