Terms & Conditions

Exclusivity

Amrop Woodburn Mann only accepts assignments on an exclusive and retainer fee basis. To prevent costly duplication of time, effort and expense Amrop Woodburn Mann does not accept an assignment on which another firm is also engaged.

Confidentiality

Amrop Woodburn Mann prides itself on its confidentiality, and all client information is kept strictly confidential. The identity of a client is never revealed to a candidate until it is both necessary and appropriate. Likewise premature referencing by clients on potential candidates is discouraged, so candidates can be confident of exploring an opportunity at no risk. In terms of the Promotion of Access to Information Act No 2 of 2000, the written consent of a candidate must be obtained prior any referencing, qualification validation, criminal checks or credit checks may be commenced.

In addition, the information on candidates presented to clients contains personal and confidential information, and its use should be strictly controlled and limited to the client's executives concerned with the appointment.

Terms of Reference, Job Specifications and Advertisements

The job specification forms the terms of reference for an assignment outlining the position requirements in terms of job content and person specification. The specification forms the basis of Woodburn Mann’s research, and it is critical that it accurately reflects the essence of the position as well as the person required as well as. Once approved by the client, the specification becomes the sole working document, and it is against these criteria that potential candidates are measured

The confidential abridged specification is shared with potential Candidates. The full specification, which reveals the client's identity, is made available only to those finally agreed shortlist candidates prior to client interviews.

Unless requested, it is not our practice to advertise positions for which we are searching on behalf of clients. However in circumstances where conventional executive search techniques are unlikely to be effective, or if the prevailing legislation requires that an advertisement is utilised, the recruitment advertisement will be prepared based on the job specification and submitted to the client for approval prior to the flighting of the recruitment advertisement. The recruitment advertisement will be prepared in conformity with prevailing laws and regulations.

Professional Fee Structures

Amrop Woodburn Mann commits significant resources, time, experience and knowledge to sourcing the best possible candidate; and as such the company operates on an exclusive and retainer fee basis only. Prior to undertaking any assignment a professional fee is quoted taking into account the level and nature of the position, the geographical scope of the executive search or selection, as well as the complexity of the assignment.

Where the direction of an executive search or selection is changed and/or the specification for the position is altered by the client after the executive search or selection has commenced, an additional charge will be negotiated.
Value Added Taxation (VAT) would be added to our professional fees. All invoices for professional fees and expenses are payable on presentation, and Amrop Woodburn Mann reserves the right to charge interest on late payments.

In the event that a candidate identified by the client, or an internal candidate is appointed to a position on which Amrop Woodburn Mann has been retained, and the candidate has undergone an assessment by Amrop Woodburn Mann as part of the assignment, a full appointment fee will be payable by the client. Should the internal candidate or another candidate identified by the client, who has not been assessed by Woodburn Mann, be appointed into a position for which Amrop Woodburn Mann has been retained, a cancellation fee will be charged as set out in Clause 7 of the

General Conditions and Terms of Business.

4.1 Executive Search Assignments

The professional fee for an executive search assignment is a retainer fee based on a straightforward formula percentage to avoid negotiations that could undermine our client consultant relationship . Our usual fee for a search assignment is based on one-third (33,33%) of the first year's guaranteed compensation package of the successful candidate. Value Added Taxation (VAT) would be added to our professional fees.

For purposes of definition, the first year's guaranteed compensation package includes the base cash salary, company car/car allowance, the company's contributions to Pension/Provident and Medical Aid Funds, as well as any sign-on bonuses or one-off payments made in lieu of forfeited guaranteed bonuses that may be paid to the successful candidate during his/her first year of employment. Performance related bonuses would not be included.

The professional retainer fee is billed in three equal monthly instalments. Where an appointment is made at a compensation level higher than that used for the initial fee calculation, a fourth billing is made based on one-third of the difference and is due when an offer is accepted. Each instalment is anticipated to coincide coincide with the following phases of the assignment:

First Instalment Retainer Fee: This is due immediately after the executive search is authorised and covers: initial client briefing; preparation of a comprehensive specification and, if necessary, any client amendments thereto; basic research to identify target organisations and likely candidates' names, and preparation of a research list.

Second Instalment Retainer Fee: This is due 30 days from approval or on presentation of the research, whichever occurs first, and covers: discreet approaching of likely potential candidates; telephone assessment; sending of specifications; screening of curriculum vitae and interviews by consultants.

Third Instalment Retainer Fee: This is due 60 days from approval and covers: client debrief on the assignment; preparation of detailed reports on candidates and facilitation of client interviews. It also covers any referencing on the candidates, and any involvement in final negotiations, if required by you.

Fourth Adjustment Billing: This billing is issued on the successful appointment of a candidate at the end of an assignment, where an appointment is made at a compensation level higher than that used for the initial fee calculation and is based on one-third of the finally negotiated first year's guaranteed compensation package less the retainer fee already billed.

4.2 Non-Executive Chairperson Search Assignments

The professional fee to conduct the various phases of a search to find a Non-Executive Chairperson is a fixed retainer fee of SA Rand R330,000.00 payable in three equal monthly instalments. This fee is not contingent on the appointment of any of the proposed candidates although additional candidates would be produced for no further professional fees should the first shortlist be rejected for various reasons.

4.3 Non-Executive Director Search Assignments

The professional fee to conduct a search to find a Non-Executive Director is a fixed retainer fee of SA Rand R280,000.00 payable in two equal monthly instalments.

4.4 Management Selection Assignments

The professional fee for a Management Selection assignment is a retainer fee based on a straightforward formula percentage to avoid negotiations that could intrude on the consultant and client relationship. It is usually one-quarter of the first year's guaranteed compensation package, the minimum retainer fee being SA Rand R200,000.00

The first year's guaranteed compensation package includes the base cash salary, company car/car allowance, the company's contributions to Pension/Provident and Medical Aid Funds as well as any sign-on bonuses or one-off payments made in lieu of forfeited corporate share options, that may be paid to the successful candidate during his/her first year of employment. Performance related bonuses are not included.

The professional fee is payable in three stages:

First Retainer Fee: An initial retainer fee of one-third is due immediately the Management Selection assignment is authorised.

Second Retainer Fee: A second retainer fee of one-third is payable in the month after the recruitment advertising date or when a shortlist of candidates is presented, whichever occurs first.

Third Retainer Fee: A third retainer fee of one-third is payable in the second month after the recruitment advertising date or on the appointment of a candidate, whichever occurs first.

Fourth Adjustment Billing: This billing is contingent on the successful candidate being appointed at a remuneration level in excess of R800 000 and is calculated on the basis of one-quarter of the first year's guaranteed compensation package, less the retainer fees already billed.

4.5 Interim Search and Selection Assignments

Amrop Woodburn Mann commits major resources, time, experience and knowledge to finding the best possible Interim Manager/Executive. It therefore operates on a professional retainer fee basis and charges a minimum initial fee of R80,000.00 plus value added taxation at the prevailing rate. This will be invoiced on the appointment of Amrop Woodburn Mann for each particular assignment.

Once a candidate has been appointed, Amrop Woodburn Mann will charge the client a monthly fee of twenty percent of the candidate’s monthly remuneration rate or a pro rata portion thereof.

Where a client requires special additional research work to be undertaken by Woodburn Mann, a fee in addition to the initial fee shall be negotiated and agreed upon in writing, prior to the commencement of such special research.
Should the Interim Manager/Executive be appointed to the position on a full-time basis, Amrop Woodburn Mann will bill the client a fee of one-third of the Interim Manager/Executive’s finally negotiated first year's guaranteed compensation package, less the fees billed during the interim tenure of the individual.

Expenses

Amrop Woodburn Mann does not usually implement a percentage charge for Search Administration Expenses. Direct expense recoveries for travel, subsistence, video-conferencing, long distance telecommunications, international courier, psychometric assessments and any media recruitment advertisements, plus a handling charge of 15% of direct expense.

Additional Appointments

6.1 Executive Search Assignments

The fee for second and subsequent appointments arising from a particular executive search assignment would be one-quarter (twenty five percent) of the first year's guaranteed compensation package as finally negotiated for the first year’s employment.

This fee structure would hold providing no extra research is required. Where further research is necessitated, a fee would be negotiated based on the extent of additional research required. A full brief would be required for the modified position and the billing would be adjusted accordingly.

6.2 Non-Executive Director Search Assignments

The fee for second or subsequent appointments on the same Non-Executive Director assignment would be R200,000.00 for each such appointment.

6.3 Management Selection Assignments

The fee for second and subsequent appointments arising from a particular selection assignment would be one-fifth (twenty percent) of the first year's guaranteed compensation package as finally negotiated for the first year’s employment.

6.4 Interim Search and Selection Assignments

Where an additional request for an Interim Executive arises from and specifically relates to an existing particular Interim Executive assignment, the initial fee charged by Amrop Woodburn Mann will be:

R30,000.00 plus value added taxation, where further research is necessitated

R25,000.00 plus value added taxation, where there is no additional research required

Where an additional Interim Executive is required for a new and separate assignment within the client organisation, the initial fee shall be R50,000.00 plus value added taxation.

There will be no initial fee payable on the reappointment to a particular interim executive assignment of the incumbent Interim Executive for second or subsequent contracts entered into within one month of the expiry of the previous contract.

Cancellation

7.1 Executive Search Assignments

Should the executive search not be completed due to circumstances beyond the control of Amrop Woodburn Mann (where the client alters their mind about the specification, finds a suitable candidate, or decides not to continue with the search, etc) the full professional retainer fee will still be payable.

However if Amrop Woodburn Mann is notified in writing of the cancellation a reduction will be considered. This reduction would be proportionate to the extent to which the executive search remains uncompleted. In addition, Amrop Woodburn Mann would charge the client for the time and resources required to close the executive search.

Where the client decides after the initial briefing not to formalise the executive search assignment, the client would be billed solely for the costs incurred in preparing the specifications plus any travel expenses.

7.2 Non-Executive Chairperson Search Assignments

Should the executive search for a Non-Executive Chairperson not be completed due to circumstances beyond the control of Amrop Woodburn Mann (where the client alters their mind about the specification, finds a suitable candidate, or decides not to continue with the search, etc) the full professional retainer fee will still be payable.

However if Amrop Woodburn Mann is notified in writing of the cancellation a reduction will be considered. This reduction would be proportionate to the extent to which the executive search remains uncompleted. In addition, Amrop Woodburn Mann would charge the client for the time and resources required to close the executive search.

Where the client decides after the initial briefing not to formalise the executive search assignment, the client would be billed solely for the costs incurred in preparing the specifications plus any travel expenses.

7.3 Non-Executive Director Search Assignments

Should the executive search for a Non-Executive Director not be completed due to circumstances beyond the control of Amrop Woodburn Mann (where the client alters their mind about the specification, suddenly finds a suitable candidate, decides not to continue with the search, etc) the full professional retainer fee will still be payable.

However if Amrop Woodburn Mann is notified in writing of the cancellation a reduction will be considered. This reduction would be proportionate to the extent to which the executive search remains uncompleted. In addition, Amrop Woodburn Mann would charge the client for the time and resources required to close the executive search.

Where the client decides after the initial briefing not to formalise the executive search assignment, the client would be billed solely for the costs incurred in preparing the specifications plus any travel expenses.

7.4 Management Selection Assignments

In the event that a client cancels or alters the agreed terms of reference in a Management Selection assignment, Amrop Woodburn Mann will charge the client a cancellation fee of six percent of the initially agreed estimate of first year's guaranteed compensation package in addition to any professional retainer fees already billed.

Should a client cancel an advertisement that has been booked by Amrop Woodburn Mann at the request of a client, any costs, which cannot be recouped from the media organisation, will be charged to the client.

7.5 Interim Search and Selection Assignments

Should the search for an Interim Executive not be completed due to circumstances beyond the control of Amrop Woodburn Mann (where the client alters their mind about the specification, suddenly finds a suitable candidate, decides not to continue with the search, etc) the full initial retainer fee will still be payable.

However if Amrop Woodburn Mann is notified in writing of the cancellation a reduction will be considered. This reduction would be proportionate to the extent to which the executive search remains uncompleted. In addition, Amrop Woodburn Mann would charge the client for the time and resources required to close the executive search.

Where the client decides after the initial briefing not to proceed with the assignment, the client would be billed solely for the costs incurred in preparing the specifications plus any travel expenses.

As a fixed time period has been agreed for an interim executive assignment, termination shall occur at the end of such time period or as is provided in the finally agreed contract for the Interim Executive assignment.

Deferred, Delayed or Changed Appointments

In the event of a client deferring, delaying or changing a hiring decision for an executive search or selection assignment for which Amrop Woodburn Mann has been retained, and if an Amrop Amrop Woodburn Mann candidate who has been shortlisted or presented to the client is hired within twelve months of the date of the shortlisting or presentation for the position in question, in any other position or in any other capacity whatsoever, Amrop Woodburn Mann will be entitled to the full placement fee as per the terms set out in Clause 4, Professional Fee Structures of these General Conditions and Terms of Business.

In the event of a client introducing a candidate shortlisted or presented by Amrop Woodburn Mann in the course of a search or selection assignment, to any other company, subsidiary or associate in the client’s group, and the candidate is employed by one of those companies or associates, Amrop Woodburn Mann will be entitled to the full placement fee as per the terms set out in Clause 4, Professional Fee Structures of these General Conditions and Terms of Business.

Value Added Taxation

The professional fees charged by Amrop Woodburn Mann are subject to a value added taxation (VAT) at the prevailing rates prescribed by government. Any re-imbursable travel and accommodation expenses incurred by Amrop Woodburn Mann on behalf of clients and on which value added taxation has been paid will be on an agency basis in respect of the value added taxation paid. Other expenses charged by Amrop Woodburn Mann will be subject to value added taxation at the prevailing rate.

Guarantees

It is the objective of Amrop Woodburn Mann to bring all assignments to a successful and timely conclusion. Executive search and selection is a specialised form of management consultancy which may or may not result in the placement of an executive. Accordingly, in order to avoid misleading the client, no proposals nor presentations by Amrop Woodburn Mann can guarantee a successful placement as the inevitable conclusion of an executive search or selection assignment.
Amrop Woodburn Mann will not accept liability for the actions of candidates once they have commenced employment with a client. The final decision to engage a candidate rests solely with the client.

Amrop Woodburn Mann will use its best endeavours and, with available resources within prevailing legislation, to validate the bona fides of a candidate. Amrop Woodburn Mann does not accept liability for any information and/or representation made expressly or implied by the candidate to Amrop Woodburn Mann and/or its client, which later proves to be untrue, inaccurate or unfounded.

10.1 Executive Search Assignments

Should the successful candidate leave the client company within a period of twelve months, Amrop Woodburn Mann would meet with the client to objectively assess the situation and decide on a plan of action.

Amrop Woodburn Mann undertakes never to approach the successful candidate for other employment opportunities whilst the candidate remains in the client's employ.

Amrop Woodburn Mann also undertakes not to approach any other member of the client's staff for a one‑year period from successful completion of an assignment.

10.2 Non-Executive Chairperson Search Assignments

Should the successful candidate leave the employ of the client company within twelve months, Amrop Woodburn Mann would meet with the client to objectively assess the situation and decide on a plan of action.

10.3 Non-Executive Director Search Assignments

Should the successful candidate leave the employ of the client company within twelve months, Amrop Woodburn Mann would meet with the client to objectively assess the situation and decide on a plan of action.

10.4 Management Selection Assignments

In the event that an appointed candidate from a Management Selection assignment leaves the client’s employment prior to or within three months of taking up the appointment, other than for reasons of changes to the organisation structure, job content or contractual arrangements, Amrop Woodburn Mann undertakes to re-open the Management Selection assignment without any additional professional retainer fee costs to the client. However, additional advertising costs and any other expenses or disbursements will be charged to the client.

10.5 Interim Search and Selection Assignments

As with all our services, it is Woodburn Mann’s objective to bring an Interim Executive assignment to a successful and timely conclusion. This includes Amrop Woodburn Mann maintaining regular contact with the Interim Executive, including visits to the client premises.

Amrop Woodburn Mann will make every endeavour, at no additional cost to the client, to find a suitable replacement as soon as possible where the Interim Executive assigned to the client terminates his or her services due to circumstances beyond the client’s control.

Timing of the Assignment

It is the objective of Amrop Woodburn Mann to conduct the executive search and selection assignments, as quickly as professional standards will allow. Following the presentation of candidates to a client for interviewing, the timing until the successful candidate joins the client organisation will depend on the speed of selection, negotiation and notice obligation of the candidate with his or her current employer.

11.1 Executive Search Assignments

Following the approval of the specification, an executive search can take between six and eight weeks before shortlist candidates are presented for client interviews. Delays are sometimes caused if the search process is undertaken during school or public holiday periods.

11.2 Non-Executive Chairperson Search Assignments

Following the approval of the specification, a Non-Executive Chairperson search assignment usually takes approximately four to six weeks before shortlist candidates are presented for client interviews. Delays are sometimes caused if the search process is undertaken during school or public holiday periods.

11.3 Non-Executive Director Search Assignments

Following the approval of the specification, a Non-Executive Director search assignment usually takes approximately four to six weeks before shortlist candidates are presented for client interviews. Delays are sometimes caused if the search process is undertaken during school or public holiday periods.

11.4 Management Selection Assignments

A Management Selection assignment usually takes approximately four weeks from the date of flighting the recruitment advertisement, before shortlist candidates are presented for client interviews.

11.5 Interim Search and Selection Assignments

The Interim Executive specification for job content and person specification should be approved during the first working week after the initial request.

Amrop Woodburn Mann will present an Interim Executive who fulfils the person and job specifications within three to four working weeks. Rarely, or upon the client’s request, will more than one candidate be presented.

Occasionally no suitable Interim Executive approached by Amrop Woodburn Mann is available at the required time. Amrop Woodburn Mann would meet with the client to objectively assess the situation and decide on a plan of action.

Report Presentation

As part of our service, concise debrief notes are prepared on the proposed shortlist candidates for discussion with the client. In‑depth reports are subsequently prepared and submitted on those candidates the client chooses to interview. These reports are presented in good faith with information having been obtained during an interview situation. At this stage, Psychometric assessments, referencing, qualification validation as well as verification of a candidate’s current remuneration, have not been undertaken.

Referencing, Qualification Validation and Psychometric Assessments

In terms of the Promotion of Access to Information Act No 2 of 2000, the written consent of the candidate must be obtained prior to any referencing, qualification validation, criminal checks or credit checks being undertaken.
Experience has shown that candidates who are asked for references generally respond more candidly to a consultant, than what they might to a prospective employer. Amrop Woodburn Mann is therefore able to provide the client with a more accurate evaluation of a candidate. In addition, this approach safeguards the identity of those currently employed candidates.

However, as the majority of executive search and selection assignments conducted by Amrop Woodburn Mann are at senior executive level and above, clients often have professional relationships with other major business leaders who may be the referees on the assignment. The client may prefer to carry out their own verbal references on the preferred candidate, although the written consent of the candidate will still be required.

At the time an offer of employment is being intended, and at the request of the client, Amrop Woodburn Mann will undertake reference, criminal and/or credit checks on those candidates to whom an offer is to be made. We will in addition arrange for the appropriate psychometric assessments of the preferred candidates.

An additional charge will be levied for each psychometric assessment and qualification validation that Amrop Woodburn Mann is requested to undertake.

Where it is impractical to obtain references until the candidate has received a formal offer, or where such activity might constitute a breach of confidentiality in respect of the candidate (for example, where most of the working career has been spent with one employer), any offer made should be subject to satisfactory references being received.

Whilst every reasonable care is taken in obtaining references, the conclusions from any such references (which must remain confidential and unattributable) can only be made in good faith, and it must remain clear that Amrop Woodburn Mann cannot and does not guarantee these conclusions or the accuracy of statements made by referees. Referee names are always obtained from candidates.

Negotiations and Candidate Appointment

While Woodburn Mann’s role is largely passive in nature, Consultants can assist in the final negotiating stage and are at hand to provide market related salary information if required. The responsibility for the appointment of any candidate submitted for consideration is solely that of the client.

Client Contact

The experiences of Amrop Woodburn Mann over more than thirty-four years shows that the most successful search assignments are those in which we work closely together and partner with our client.

Amrop Woodburn Mann strives to conform to those principles set forth in the Code of Ethics of The Association of Executive Search Consultant, and to establish a close business working relationship with the client. In order to facilitate this, the team of Consultants and Research Associates working on the executive search or selection assignment keep in regular contact with the client through telephone calls, status reports and, where appropriate, progress meetings.

General Conditions and Definitions

These General Conditions and Terms of Business are subject to change for any new assignment without prior notification.

No alteration of the General Conditions and Terms of Business will be effective unless agreed in writing by Amrop Woodburn Mann and the client.

Client refers to the person, company, division of a company or organisation to whom Amrop Woodburn Mann provides executive search or selection services for the appointment of permanent, temporary or contract staff.

Candidate refers to any person introduced to the client by Woodburn Mann.

Executive Search refers to a process that employs in-depth comprehensive research to identify potentially suitable candidates against a specific client brief or specification.

Selection refers to an advertised and data base process to identify potentially suitable candidates against a client’s brief.

First year's guaranteed compensation package includes the base cash salary, company car/car allowance, the company's contributions to Pension/Provident and Medical Aid Funds as well as any sign-on bonuses or one-off payments made in lieu of forfeited corporate share options, that may be paid to the successful candidate during his/her first year of employment. Performance related bonuses are not included.

Disclaimer

Amrop Woodburn Mann

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Our corporate information and names of our office bearers are:
Woodburn Mann (Pty) Limited * Registered. No. 81/11346/07 * VAT Number 4550121810
Directors: Dr T. L. Woodburn (Chairman), A. D. Woodburn (Managing Director)
Client Partners: C.A. Armstrong, B. Spanier-Marson
Consultants: C. J. Barton, C.M. Dowsley, V. Singh

102a Albertyn Avenue, Wierda Valley, Johannesburg. Gauteng. Postal Address: P.O. Box 783683, Sandton 2146, South Africa.
Tel: +27 11 883 3197 Fax: +27 11 783 0229