Guidance for bilateral projects
August 2018

Outline for Terms of Reference of Supervisory Board, Steering Committee and Project/Programme Management Team

Terms of Reference of the Supervisory Board (SB)
The Supervisory Board is the highest decision making body of the Project / Programme. The main duties of the SB are:
•	approval of major strategic and policy issues directly relevant for the project;
•	approval of any major changes in the project design and financing, including project scope and results, the organisational structure and management as well as any other changes to the Programme Document which will have major financial implications;
•	approval of the Programme policies and implementation principles developed during implementation;
•	approval of the annual work plans and budgets, including risk assessment and mitigation strategies; 
•	approval of the annual progress reports;
•	any other (policy) decisions which have financial implications.

The decisions of the SB will be clearly recorded in the meeting minutes.
While the SB has the full authority to deviate from the Programme Document when approving annual work plans,  any proposed deviations should be clearly brought to its attention by PMT when the draft annual work plans and budget are submitted to the SB, and such deviations have to be clearly recorded in the meeting minutes of SB.
The Composition of the Supervisory Board is:
•	Competent Authority of the Partner country
•	Ministry for Foreign Affairs, Finland
•	Other relevant Partner country representatives (e.g. in the context of a multi-ministerial project)

The Supervisory Board has authority to invite other participants as needed. 
To avoid any potential conflicts of interest, the National Programme Coordinator and the Chief Technical Advisor (CTA) are not members of the SB. They can participate as resource persons presenting issues to be discussed and decided. However, their presence in the actual meeting is not mandatory and by invitation only. 
The Supervisory Board will meet at least once a year, or more often as needed. 
The Supervisory Board may also make decisions through official correspondence. 
The Supervisory Board aims at consensus in decision making. For possible issues that could have considerable implications, especially financial, the Competent Authorities will have a veto-right in the Supervisory Board.
Note on the functioning of the SB and SC:
While both countries will officially nominate their representatives for the Supervisory Board and Steering Committee, it is important to ensure that the decision making processes are inclusive and take into account the opinions of the rights-holders. It is similarly important to advocate for a gender balance in decision making bodies.

Terms of Reference of the Steering Committee (SC)
The Steering Committee is the body that is focused on operational level issues and decisions. It looks at expected results, and, if necessary, activities of the Project / Programme. 
The main duties of the SC are:
•	provision of operational guidance to the Programme in monitoring of the progress of the Programme;
•	review of progress reports and plans and monitors the project performance and compliance of the implementation with the HRBA and cross-cutting objectives
•	review of technical issues;
•	solving of any problems encountered in Programme implementation; 
•	approval and review of risk assessment and mitigation actions by the Programme 
•	approval of smaller corrective actions in relation to Programme Implementation;
•	approval of TORs of specific tasks, selection, appointment and replacement of any personnel, and
•	making decisions on any other issues of urgency and importance that are not included within the mandate of the Supervisory Board.

The Composition of the Steering Committee consists of decision makers and observers.
Among decision makers are:
•	representatives of the relevant ministries of the partner country (the signatories of the project agreement may also participate, i.e. Competent authorities)
•	Embassy of Finland

Among observers are:
•	other donors & projects
•	local government
•	private sector
•	civil society
•	beneficiaries, etc.

While both countries will officially nominate their representatives for the Supervisory Board and Steering Committee, it is important to ensure that the decision making processes are inclusive and take into account the opinions of the rights-holders. It is similarly important to advocate for a gender balance in decision making bodies.
SC meets quarterly and upon request of any of its members. 
The Steering Committee has authority to invite other participants as needed. 
The Steering Committee may also make decisions through official correspondence.
The SC aims at consensus in decision making. For possible issues that could have considerable implications, especially financial, the Competent Authorities will have a veto-right in the SC. 

Terms of Reference of the Programme Management Team (PMT)

For operational and day-to-day management of the Programme a Programme Management Team is formed. Its purpose is to provide an efficient decision-making and management mechanism. 
The PMT manages and monitors the operations of the Programme, in accordance with the Programme Document and approved work plans and budgets between SB and SC meetings. The required quorum for making decisions exists when both the Co-Chairs and at least one member are present. 
The PMT is accountable to the SC and SB respectively. Management decisions related to the approval of Technical Assistance Personnel and funding will be consulted with the Embassy of Finland and Partner Country Ministry. 
Major tasks of the PMT are to:
•	Ensure effective coordination of relevant stakeholders at different levels
•	Propose changes to the Programme Document, annual work plans and budgets for SC review and SB approval
•	Propose, initiate, supervise, and monitor quarterly and annual work plans and budgets, financial reports, audits, policies, manuals, guidelines
•	Ensure compliance with the HRBA principles and cross-cutting objectives as well as with quality assurance 
•	Monitor external issues and risks and develop appropriate mitigation strategies
•	Propose the Terms of Reference and experts of the Technical Assistance Team (Long and Short Term Consultants) for SC [in some countries: for Embassy of Finland and Partner Ministry no-objection]
•	Propose the Terms of Reference for Service Providers and organizations to be selected to serve as Service Providers for SC [in some countries: for Embassy of Finland and Partner Ministry no-objection]
•	Monitor the performance of Programme staff and stakeholders 
•	Coordinate, monitor and support financial management and fund flows 
•	Be responsible for Programme property and asset management and procurement of goods and services as per the prevailing procedures
•	Guide, facilitate, evaluate, supervise and follow-up the establishment, implementation and development of activities at national, regional and district level.
•	Communicate and cooperate with organizations, which are involved in similar activities and have interest in the Outcome areas of the Programme. 
•	Ensure adequate coordination, learning and experience sharing
•	Any other duties as delegated by the SB

The composition of the PMT is the following:
•	National Programme Coordinator (Co-Chair)
•	Chief Technical Advisor (CTA; Co-Chair)
•	Financial Manager (FM, Member-Secretary)
•	Monitoring expert (when applicable)

In the composition of the PMT and in the recruitment of the team members, the gender balance and non-discrimination aspects need to be considered in order to ensure equal employment opportunities and the representation of both men and women in the PMT to the extent possible.   In addition, the team should have at last one staff member in place with expertise and responsibility to monitor HRBA compliance and implementation of the cross-cutting objectives as a delegated responsibility from CTA.