HERE AND BEYOND
Review and development of the ESPS
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PROJECT DETAILS

 

Title of the Assignment

Review and development of the ESPS (“Employee Stock Participation Scheme”)

Funding agency

Ameriabank

Countries

Armenia

Contract type

Consultancy services

Notice type

Invitation for submission of proposal  

Issue Date

June 1, 2017

Closing Date

June 28, 2017

Contracting entity

Ameriabank CJSC

Ameriabank CJSC’s address

9 G. Lusavorich, 0015 Yerevan, Republic of Armenia

The “Project Contact”

Remuneration Committee at a.ghazaryan@ameriabank.am with cc of emails to Mr. David Sargsyan (Legal Director, as Secretary to Board of Directors)  

Tender Inquiry

 

 

Assignment Start Date and Duration

No calls or verbal communications, only written inquiries to  Remuneration Committee at a.ghazaryan@ameriabank.am with cc to Mr. David Sargsyan at davsar@ameria.am

The Assignment is expected to start in July 3, 2017 and has an estimated overall duration of 2.5 months (see Scope of Work for more details).

Eligibility

Please refer to Section on Eligibility Criteria  

Target start date

July 3, 2017

Latest completion date

September 18, 2017

Travels expected

Minimum of 2 site visits to be conducted during the Assignment

Validity Period of Proposals

30 days.

In exceptional circumstances, the Proposer may be expected to extend the validity of the Proposal beyond what has been initially indicated in this invitation

Clarification request

Clarifications may be requested no later than 5 days prior to the submission deadline (see Implementation arrangements section)

 

 


INTRODUCTION

Ameriabank CJSC (“Ameriabank”) is a leading Armenian universal bank offering corporate, investment and retail banking services. Ameriabank cjsc has adopted a management incentive scheme called the Employee Stock Participation Scheme (the “ESPS”).

The existing ESPS regulation is a document which incorporates core requirements, principles, terms and process of the employee nomination to the stock participation plan, provision of the stock options to the employees, the requirements on the employee rewards terms and payments. The ESPS regulation can be provided to the applicant upon request following signature of a non-disclosure agreement with Ameriabank – requests to be addressed to the Project Contact.

 


OBJECTIVE OF THE ASSIGNMENT

 

The “Assignment” is for the Consultant to assist the members of the Remuneration Committee, a committee of the bank’s board of directors, in their review of the terms of the ESPS regulation and their preparation of proposed appropriate amendments to the ESPS terms and/or alternative employee and management incentive plans to the Board of Directors or the General Meeting of Shareholders, as appropriate. This shall be achieved through:

 

  • making recommendations on the improvement of the ESPS based on the best practice in the financial sector for international listed companies, in particular in relation to (i) its transparency, and (ii) its governance;
  • making recommendations on the improvement of the ESPS to ensuring that it is well suited to enable Ameriabank to achieve its medium-term development objectives, by way of providing  a fair incentivisation of management, including the standards of the fixed remuneration of the management in case required, (i) to carry out a successful listing on an international stock exchange (London Stock Exchange or similar), and (ii) to carry out the financially successful acquisition and integration of a sizeable bank in Armenia. The ESPS regulation shall be reviewed to meet the expectations of IPO investors for companies listing on such exchanges.
  • drafting of the modifications to the ESPS regulation, or of a new incentive scheme, as decided by the Board of Directors.

 


SCOPE OF WORK 

 

The Assignment has four main components detailed below.

The duration of the Assignment is an estimated 2.5 months but this duration may vary depending on the time necessary for the Remuneration Committee to agree the changes to be implemented in the ESPS regulation, resulting in potential interruptions in the work of the Consultant.

 


Component 1: ESPS review and development of recommendations for the approval by the Board of Directors.

 

  • The Consultant will liaise with the Remuneration Committee, the shareholders of the bank, and the bank’s management to ensure his adequate understanding of the ESPS and its implementation in practice, and of the objectives stated in the ‘Objectives of the Assignment’ section above.
  • The Consultant will request from Ameriabank management any information it deems necessary to carry out its Assignment.
  • The Consultant will assess the adequacy of the ESPS regulation to meet the objectives stated in the ‘Objectives of the Assignment’ section above.
  • The Consultant will prepare a report laying out its recommendations to the attention of the Remuneration Committee on how to adapt the ESPS regulation to meet the objectives. These recommendations may include the suggestion to replace the ESPS regulation with a new scheme, in which case a detailed account the proposed new scheme needs to be detailed in the recommendations. The report to be provided in draft version to the Remuneration Committee, the management team of Ameriabank and Ameriabank’s shareholders.
  • The Consultant shall present the findings of Component 1 to the Remuneration Committee, the management team of Ameriabank and Ameriabank’s shareholders.

 


Component 2: Implementation of approved changes to the ESPS.

 

  • The Consultant will seek to understand precisely the changes approved by the Board of Directors and if need be will seek further details from the Project Contact.
  • The Consultant will draft the changes to the ESPS in application of the above.
  • The Consultant will liaise with the Remuneration Committee to adjust the changes to the ESPS, or replacement scheme, until the draft document is considered final by the Board of Directors.
  • The Consultant will make any changes to the document as and in case required by the Board of Directors until its approval.

 


Component 3: Preparation of a final report.

 

  • The Consultant will prepare a final report summarizing the work carried out, the recommendations made.
  • The report will include a one-page Executive Summary.

 


DELIVERABLES

 

The Consultant will carry out all of the tasks described under the ‘Objectives of the Assignment’ and the ‘Scope of Work’ and to agree on expectations and schedule. All work is to be carried out, and deliverables to be provided, in English as per the schedule below:

 

Component

Deliverable

Due Date

1

ESPS review and development of recommendations

Within 45 days following the formalization of engagement

2

Implementation of approved changes to the ESPS

Within 15 days following decision on changes to the ESPS by the Board of Directors

3

Preparation of a final report (structure to be agreed in advance)

Within circa 2.5 months following the formalization of engagement.

 


PAYMENT TERMS

 

Maximum Cost Estimate for the Assignment: up to Eur 100,000 (exclusive of any tax or VAT).

 

Deliverable

Percentage

Timing

Condition for payment

-  ESPS review and development of recommendations

50%

Estimated 1.5 month after contract signed

Upon acceptance/ approval  by the contracting entity

-  Implementation of approved changes to the ESPS

-  Final report

50%

Estimated 2.5 months after contract signed

Upon acceptance/ approval  by the contracting entity

 

 

* Bidders man propose and justify receiving an advance payment, which is a subject to discussion and agreement during the contract negotiations. 

 

 


 

 ELIGIBILITY CRITERIA

 

The Consultant shall be a firm or a consortium meeting the following requirements:

  •  From the list of top 10 ranked companies or firms providing audit and/or management advisory and/or HR consulting services;
  • Not less than 5 years of proven relevant experience and knowledge in the design and/or review of management incentive plans for financial institutions, including for financial institutions listed on stock exchanges (London Stock Exchange or similar);
  • Not less than 5 of proven experience in operations and/or presence in Eastern Europe and CIS countries on HR consulting and/or similar assignments;
  • Knowledge of the financial sector in Eastern Europe and CIS countries is a plus;
  • Fluent in English (spoken and written). Fluency in Armenian is not required.
  • Have no conflict of interest. The current auditors of Ameriabank are not eligible.

 


SUBMISSION REQUIREMENTS

 

In order to determine the capability and experience of consultants seeking to be selected, the information submitted should include the following, but not exceed 15 pages (excluding CVs). The complete expressions of interest are to be submitted in English electronically and shall be provided in one file (pdf).

  • Cover letter (max. 2 pages) summarizing why the consultant believes it satisfies the requirements as defined in the above section Consultant Profile;
  • Company/group of firms’ profile, organization and staffing;
  • Firm’s regional experience;
  • Details of previous project experience or similar assignments particularly undertaken in the previous five years, including information on contract value, contracting entity/client, project location/country, duration (mm/yy to mm/yy), main activities, objectives;
  • Proposed approach and implementation plan;
  • Clear identifications of the key experts and team members who will be responsible for the Assignment;
  • CVs of the key experts who would carry out the Assignment. CV (not exceeding 4 pages) to detail qualifications, professional and academic background, full descriptions of responsibilities carried out on similar assignments (not just job title), particularly assignments undertaken in the previous five years. The CV should include information on contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided, assignment budget, main activities, objectives;
  • At least 3 reference letters from previous assignments;
  • Financial Proposal including breakdown of costs (professional charges, travel, per diems and any other possible costs);
  • Contacts.

 


CRITERIA FOR THE ASSESSMENT OF PROPOSAL

 

  •  Technical Proposal (90%)

 Expertise of the Firm – 40%

  • At least 5 years of proven experience in project related sectors;
  • Experience in successful completion of 3 similar assignments (design and/or review of management incentive plans);
  • Experience in working with financial institutions of the region (e.g. Armenia, Georgia, Russian Federation, NIS countries and Easter Europe);
  • Experience in working with financial institutions listed on stock exchanges (London Stock Exchange or similar).

 

Proposed Approach and Implementation Plan – 20%

  • Task design approach, including detailed description of implementation methods and milestones;
  • A chart of timeline with clear milestones, and a detailed work plan with timelines for the deliverables/Outputs;

 

Qualification of Key Personnel – 40%

  • Clear identification of the experts and team members who will be responsible for the Assignment;
  • The Company should have a strong team of experts, with shown professional capacities. Resumes (CV) of at least three main experts with proven experience in the development and/or review of the employee reward schemes in the financial institutions.

 

  • Financial Proposal (10%)

 


IMPLEMENTATION ARRANGEMENTS

The Consultant will report in writing on all aspects of the Assignment to the Project Contact. The Project Contact shall be involved in all meaningful communications and email exchanges. The Consultant will inform and advise the Remuneration Committee on developments as the Assignment implementation progresses by means of regular meeting with follow-up written reports and/or e-mail contact.

The Consultant should closely collaborate with the members of Ameriabank’s Remuneration Committee throughout the Assignment.

The Consultant will be responsible for all accommodation, travel and other logistical arrangements while in Armenia. Ameriabank will assist with initial meetings and introductions but the Consultant will be responsible for ensuring all necessary meetings take place.

The Project Contacts will provide the Consultant with the relevant information and documentation. The proposals must be submitted electronically to tenders@ameriabank.am by 17:00 Armenia time on June 28, 2017.

 

 Requests for further information can be obtained by writing to Project Contact.

Updated 22.06.2017, 13:15
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