TERMS OF REFERENCE Social Impact Measurement in the framework of a Société d Impact Sociétal October 2014 BACKGROUND AND JUSTIFICATION The European Impact Investing Luxembourg initiative (EIIL) was launched in 2010, regrouping a number of major actors of the Luxembourg financial place such as ADA, an NGO promoting autonomous development through inclusive finance, the law firm Arendt & Medernach, Banque de Luxembourg, Deloitte, the law firm Elvinger Hoss & Prussen, Ernst & Young, European Fund Administration, the European Investment Fund, Innpact a firm specialized in innovative responsible finance solutions, KPMG, the Luxembourg Microfinance and Development Fund and PWC. The Secretariat of the EIIL initiative is run by ADA. Its aim is to: Contribute to the development of the impact investing sector Facilitate initiatives within this area in Luxembourg Promote Luxembourg's capacity to support a coordinated approach to impact finance. In order to meet the challenge of establishing a centre of excellence for impact investing in Luxembourg, EIIL has established five different working groups on the following themes, with the remit to propose actions that could be taken at the level of market participants, service providers or the regulator in order to promote the development of a flourishing impact investing market: Société d Impact Sociétal (SIS) Foundations Crowdfunding Impact Measurement The Luxembourg Impact Investing Platform (LIIP) These ToR are edited in the framework of two working groups: SIS and Impact Measurement. The SIS working group has worked on a draft law (see Appendix) that is currently under consultation at the Government level. If the bill passes, it will allow the creation of a Société d Impact Sociétal, a company with dual objectives pursuing both tangible and measurable societal impact and an adequate financial return. The SIS allows for two constituencies of shareholders: on one side, impact investors providing capital with the sole ambition of creating social or environmental impact. Return investors on the other side provide capital on which they are entitled to receiving a financial return, provided however that the SIS meets its societal impact objectives. Consequently, the generation of financial return to its investors depends on the SIS ability to generate a positive societal return. 1
The SIS can have one of the legal forms as provided for in the 1915 Law on commercial companies. It will be granted a specific status of Société d impact sociétal if its articles meet pre defined eligibility criteria such as: Defining clear impact objectives (social, environmental, etc.) to be achieved by its activities Pursuing these objectives by way of a socially responsible management Defining adapted key performance indicators, as well as the measurement tools to follow up on these indicators The Impact Measurement working group is engaged in expert working groups at EU level and are entertaining a proactive exchange on social impact metrics and their practical application to maintain Luxembourg s initiatives in the impact investing space in tune with the most recent market development. 1. OBJECTIVE OF THE TERMS OF REFERENCE (ToR) The objective of these ToR is to invite consultants to propose a framework of eligibility criteria for a SIS and related implementation processes for the regulator by basing such proposal on existing tools and methods to measure social impact at the European and international levels. Research results shall provide the basis for a report and a policy brief draft that could be disseminated during a EIIL conference in January 2015 and through the EIIL website and will fuel the debate within the EIIL Steering Committee on recommended processes for defining impact objectives (and the monitoring thereof) to be complied with at the level of a company for being granted and maintaining the status of a SIS. 2. SPECIFIC OBJECTIVES OF THE STUDY The project of the SIS, which relies on the co existence of impact focused non for profit investors and for profit investors within the shareholder constituencies of the same enterprise, depends on reliable social performance indicators in order to be operational. Therefore, the overall study should critically analyse the different existing methods to assess social impact in philanthropic and social business sectors, such as impact metrics, social performance indicators, etc. The core analysis will focus on process, methods, tools and indicators with a detailed description of them, then provide the elements and recommendations considered to be essential for the drafting of social impact measurement criteria in the framework of a Société d Impact Sociétal in Luxembourg. These recommendations will help defining the eligibility criteria for the SIS status. 3. DELIVERABLES The deliverables should be written in English and include: A report containing the overview as described above; A draft policy brief. The EIIL reserves itself the right to rewrite full or part of the policy brief for external use, based on its own assessment of the draft policy brief and its further development in its internal debate. 2
4. CALENDAR 7 th November Deadline for proposal of the consultants 10 th November Communication of the selected application 11 th November Signing of contract and kick off meeting with EIIL representatives 31 th December Submission of the study results and draft report for revision 10 th January Feedback from EIIL 20 th January Final report and draft policy brief delivered 5. ROLE AND RESPONSABILITIES OF THE SPONSOR The EIIL s role as a sponsor will be to support the consultant(s) in the understanding of the ToR and of the expectations regarding the objectives, to supervise the organisation and progress of his/their work. 6. APPLICATION DOCUMENTS The application will include: 1. A methodological note (250 words extract in.pdf/.doc/.docx format), with a description of the methods and sources to develop the analysis; 2. An index proposal for the report; 3. A comprehensive time chart for the realization of the study ; 4. A detailed estimated budget; 5. An updated CV of the company or person in charge of the proposal. The candidate should provide the documents by email to Julie Denève (j.deneve@adamicrofinance.lu) no later than 7 th November, 12:00 a.m (Luxembourg time). Julie Denève is also the contact person for every question regarding the study or for meeting/conf call requests to discuss the ToR before the 7 th November. 7. SELECTION CRITERIA This proposal is open to professionals and experts demonstrating a sound experience in research, study or other relevant fields. Both freelance professionals and companies are invited to submit a proposal. The selection procedure will take into account the candidate s previous experience in research and more specifically on the subject of impact measurement, the relevance of the proposed methodology and the estimated budget. 3
APPENDIX A proposal for a draft law to introduce the SIS into Luxemourg law was submitted by European Impact Investing Luxembourg (EIIL) to the Ministry of Justice, the Ministry of Finance and the Ministry of Employment in 2013. I. Context At the inception of social activities, actors frequently opt for non for profit structures ( asbl in Luxembourg, Gemeinnützige Gesellschaft mit beschränkter Haftung in Germany, entreprise solidaire in France, community interest company in the UK etc.) for reasons of policy driven public support of their social activity in the form of tax incentives and similar. As these enterprises expand their activity and/or orient their activity towards market based models implying commercial services, they face insurmountable barriers in the current legislative and regulatory environment. These barriers include restrictions to get involved in commercial trading activities (e.g. for the Luxembourg asbl) and limitations to the generation and/or distribution of profits for investors. As a consequence, social enterprises lack access to a larger investor community to satisfy their increased funding needs. The SIS provides for an adequate Luxembourg framework, from a legal as well as from a governance point of view, for social enterprises that wish to grow beyond their mere social goal by embarking also on a commercial, profit seeking activity. Through the possibility to offer some sort of financial returns, the SIS gains access to mainstream capital sources which allow it to grow. At the same time, the social nature of the SIS is preserved, as profit distribution to investors is subject to the achievement of the social goal. II. Characteristics The SIS is able to attract different categories of investors and funds: Private or public philanthropic actors, purely aiming to achieve a social impact Capital from private and institutional investors whose main objective is to achieve a social impact, but on a financially sustainable basis Capital from private and institutional investors who are, in principle, seeking a financial return but who accept that this return be conditioned by the achievement of social impact in the first place Other funds and subsidies from public sources A SIS issues impact shares and for profit shares. Impact shares need to represent at least 25% of the total capital and are able to block the social mission of the SIS. Pre defined governance rules ensure that Philanthropists, public and impact first investors play an important role in case of a potential mission drift of the company. The SIS furthermore (i) allows for direct and indirect investments and (ii) may invest beyond the borders of the European Union. 4
III. Integration of the SIS in the Luxembourg legal and tax framework The SIS can have one of the legal forms as provided for in the 1915 Law on commercial companies. It will be granted a specific Société d impact sociétal label if its articles meet pre defined eligibility criteria by: Defining clear impact objectives (social, environmental, etc.) to be achieved by its activities Pursuing these objectives by way of a socially responsible management Defining adapted key performance indicators, as well as the measurement tools to follow up on these indicators The SIS needs to produce an annual financial and extra financial report, which will both be reviewed by an independent auditor. As a commercial company, the SIS will be subject to corporate tax. All profits stemming from forprofit shares will be subject to standard taxation and become eligible for distribution once the predefined key performance indicators defined in the articles have been achieved. All profits stemming from impact shares will be capitalized within the SIS in a dedicated impact reserve and thus remain untaxed and ready for reinvestment. However no tax incentive at the level of the impact investors has been foreseen at this point. IV. Relation and complementarity between SIS and EUSef The last years witnessed the emergence of the so called impact investment funds aiming at achieving for their investors a financial as well as a social (and/or environmental) return. Impact investment funds mainly invest in social enterprises which fill the gap between traditional forprofit companies and the world of philanthropy. Impact investment funds may obtain a EUSef label according to to the Regulation (EU) No 346/2013 of the European Parliament and of the Council on European social entrepreneurship funds if, amongst other requirements, they invest 70% of its assets in social enterprises defined as: Enterprises that provide goods and/or services of a social nature to a vulnerable public Enterprises that pursue the objective of integrating marginalized or excluded people in their production activity The SIS largely refers to the above definition of a social enterprise, and, as such, becomes an ideal target company for EUSef investments. 5