Engaging a Professional Agency for Institutional Integration

Terms of Reference (ToR) / Scope of Work (SoW)

 

Title: Engaging a Professional Agency for Institutional Integration under HEAL Foundation

 

1. Objective

To engage a professional agency to facilitate the strategic, legal, operational, and governance integration of health and nursing institutions currently managed by HEAL and JSW Foundations under a unified HEAL Foundation framework.

 

2. Background & Context

• HEAL and JSW Foundations currently operate multiple health and nursing institutions independently.
• Fragmented governance and duplicated efforts hinder operational efficiency and impact.
• A unified structure under HEAL Foundation is proposed to streamline operations, enhance visibility, and improve governance.

 

3. Scope of Work: The selected agency will be responsible for the following:

 

A. Strategic Integration Planning

• Develop a comprehensive roadmap for institutional integration.
• Define strategic objectives and success metrics.
• Recommend governance models and organizational structures.

B. Legal & Regulatory Compliance

• Conduct institutional due diligence.
• Draft and facilitate transfer/management agreements.
• Identify and document asset transfers.
• Propose amendments to trust deeds/MoA as required.
• Liaise with Charity Commissioner and other regulatory bodies.

C. Governance Framework Design

• Design governance model with:
  • HEAL Foundation at the core
  • Institutions reporting to HEAL
  • Strategic Advisory Council
  • JSW Foundation in a non-executive role
• Recommend composition for Trustees and Management Committee (ManCom)
• Define roles and responsibilities for executive leadership

D. Operational Alignment

• Develop uniform SOPs across institutions (HR, MIS, quality standards)
• Propose common branding and public narrative
• Establish accountability mechanisms to HEAL’s Board
• Streamlined process for any future expansion of existing institute or bringing new institute under Heal Foundation

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    • Based on the existing SoPs and HMIS

E. Documentation & Deliverables

• Prepare all legal documents, agreements, and amendments
• Create governance diagrams and organizational charts
• Develop regulatory and compliance checklists
• Draft MoUs and legal safeguards
• Provide a consolidated integration report

F. Risk Mitigation Strategy

• Recommend structures to maintain arm’s-length financial relationships
• Propose monitoring mechanisms for governance and compliance
• Identify potential risks and mitigation strategies under health sector

 

4. Deliverables

• Institutional Due Diligence Report
• Legal Documentation Pack (Agreements, MoUs, Amendments)
• Governance Framework Document
• Operational SOPs and Alignment Plan
• Branding and Communication Strategy
• Final Consolidated Integration Report

 

5. Timeline

• Project Duration: 4 to 6 weeks from the date of engagement
• Milestone-based delivery with weekly progress updates

 

6. Qualifications of the Agency

• Proven experience in institutional restructuring, governance advisory, and legal documentation
• Expertise in working with foundations, trusts, and educational institutions
• Strong legal and regulatory knowledge in the health and education sectors

 

7. Reporting & Coordination

• The agency will report to the Head Health & Nutrition, JSW Foundation
• Coordination with JSW Foundation and HEAL Foundation leadership
• Regular updates to Strategic Advisory Council

Tags Financial Inclusion Governance Healthcare and Healthtech