APPENDIX A. PA Management Categories as Defined by IUCN

The appendices include a suite of tools and practical information that will help practitioners to identify, screen, prepare for, and establish CMPs.

Table A.1 PA Management Categories

Protected Area Management Categories
PA definition: “A clearly defined geographical space, recognized, dedicated and managed, through legal or other effective means, to achieve the long-term conservation of nature with associated ecosystem services and cultural values.”
i) (a) Strict nature reserve	Strictly protected for biodiversity and also possibly geological/ geomorphological features, where human visitation, use, and impacts are controlled and limited to ensure protection of the conservation values
i) (b) Wilderness area	Usually large unmodified or slightly modified areas, retaining their natural character and influence, without permanent or significant human habitation, protected and managed to preserve their natural condition
ii) National park	Large natural or near-natural areas protecting large-scale ecological processes with characteristic species and ecosystems, which also have environmentally and culturally compatible spiritual, scientific, educational, recreational, and visitor opportunities
iii) Natural monument or feature	Areas set aside to protect a specific natural monument, which can be a landform, sea mount, marine cavern, geological feature such as a cave, or a living feature such as an ancient grove
iv) Habitat/species management area	Areas to protect particular species or habitats, where management reflects this priority. Many will need regular, active interventions to meet the needs of particular species or habitats, but this is not a requirement of the category
v) Protected landscape or seascape	Where the interaction of people and nature over time has produced a distinct character with significant ecological, biological, cultural, and scenic value: and where safeguarding the integrity of this interaction is vital to protecting and sustaining the area and its associated nature conservation and other values
vi) PAs with sustainable use of natural resources	Areas that conserve ecosystems, together with associated cultural values and traditional natural resource management systems. Generally large, mainly in a natural condition, with a proportion under sustainable natural resource management (NRM) and where low-level non-industrial natural resource use compatible with nature conservation is seen as one of the main aims

Source: Dudley 2008.

APPENDIX B. Global PPP Market Assessment

While there is no global database that tracks PPPs across all sectors and regions, the World Bank tracks private investments in infrastructure. In 2019, a total of $96.7 billion in private investments were committed towards 409 infrastructure projects in 62 low- and middle-income countries (WBG 2020a). This represents a three percent decline compared to 2018, which can be explained by market volatility and reduced investments in energy. In 2020, due to the impacts of COVID-19, investments dipped to $45.7 billion across 252 projects, a 52 percent decrease from investment levels in 2019 (see Figure B.1).

Figure B.1 Investment Commitments in Infrastructure Projects with Private Participation in EMDEs, 2011–2020

Source: World Bank 2021.

In 2019, transport (roads, railways, ports, and airports) was the largest sector, accounting for half of global private investments. Energy (natural gas and electricity) was the second largest sector, representing 41 percent of investment commitments. In 2020, transport sector investment commitments were the lowest in the past decade, reflecting the massive changes in movement caused by lockdowns.

The number of countries receiving private investments in infrastructure in 2019, 62 countries, was the highest number in the last decade. Nearly 40 percent of investments occurred in Asia, though investments in Latin America and the Caribbean increased. China, Brazil, India, Vietnam, and Russia received the highest levels of investment. In Sub-Saharan Africa, Ghana and Nigeria were the two biggest investment destinations, with $1.5 billion and $1.1 billion, respectively. Sudan, Chad, the Comoros, Mauritania, Cabo Verde, and Malawi recorded their first private investment infrastructure projects in five years in 2019.

APPENDIX C. Description of PPP Legislation in Selected Countries in Africa

Table C.1 PPP Legislation in Selected African Countries

Country	PPP Legislation	PPP Legislation	Date	PPP Unit	Unit Overseeing PPP Entity
Ethiopia	Yes	PPP Policy Document and the Public Private Partnership Proclamation No. 1076/2018	2018	Yes	Ministry of Finance and Economic Cooperation
Guinea	Yes	032 / Public Private Partnerships Act	2017	Yes	Ministry of Finance
		Decree 041, the application of the 2017 PPP Act	2021
		Decree 042, the organizational framework applicable to 2017 PPP Act	2021
Kenya	Yes	The Public Private Partnerships Act	2013	Yes	National Treasury and Planning
		Public Private Partnership Amendment Bill	2017
Malawi	Yes	Public-Private Partnership Act	2011	Yes	PPP Commission under the Office of the President
Mozambique	Yes	Law No. 15/2011, PPP Law	2011	Yes	Unit under the Ministry of Finance
		Decree No. 16/2012, June 4, PPP Regulations	2012
		Decree No. 69/2013, 20 December, came into force on the year of publication.	2013
		Decree Law No. 15/2010, May 24, governs PPP procurement procedures, on a subsidiary basis	2010		Government entities or ministries or municipalities, responsible for the sector of the project. Financial framework, supervision exercised by the Ministry of Economy and Finance
Rwanda	Yes	Law No.14/2016 of 02/05/2016 Governing Public Private Partnerships	2016	Yes	Rwanda Development Board
Uganda	Yes	The Public-Private Partnerships Act	2015	Yes	Ministry of Finance
Zambia	Yes	The Public-Private Partnership Act	2009
		Public-Private Partnership (Amendment) [No. 9 of 2018 223)	2018	Yes	PPP Unit under Zambia Development Agency (ZDA)-PPP Council
Zimbabwe	No	2010 PPP Policy. 2004 PPP Guidelines		No	PPPs administered by the Ministry of Finance with the other relevant Ministry (Ministry of Environment, Water and Climate for Protected Areas)

APPENDIX D. Case Studies

Table D.1 Key Aspects of Nine CMP Case Studies

	1	2	3	4	5	6	7	8	9
	Akagera NP	Dzanga-Sangha NP	Gonarezhou NP	Gorongosa NP	Liuwa Plain NP	Kruger National Park	Nouabale-Ndoki NP	Simen Mountain NP	Yankari NP
Figure	D.1	D.2	D.3	D.4	D.5	D.6	D.7	D.8	D.9
Government Partner	RDB	Ministry of Water and Forest, Hunting and Fishing	ZPWMA	Government of Mozambique	DNPW	SANParks	Ministry for Forest Economy	EWCA	Bauchi State Ministry of Culture and Tourism
NGO Partner	African Parks	WWF	FZS	Gregory C. Carr Foundation	African Parks	Community: Makuleke Community	WCS	AWF	WCS
Country	Rwanda	Central African Republic	Zimbabwe	Mozambique	Zambia	South Africa	Congo	Ethiopia	Nigeria
Model	DM	BCM	ICM	IM	DM	IM	DM	BCM	BCM
Size Km2	1,122	4,580	5,053	6,777	3,369	265	3,922	220	2,250
CMP Signed	2010	2019	2017	2018	2004	1999	2014	2017	2014
Agreement Duration	20	5*	20	25	20	50	25	15	15
# Year to develop CMP	3	1	3	2	1	1	1	2	1
Years NGO worked in PA prior to CMP	0	30	9	4	0	N/A	20	5	5
NGO Investment $ million	35	.5-1 million / year	27	85	20	1	25.5	5	3
Staff Size	273	150	270	700	127	~100	196	N/A	100
Annual Budget $ million (including CAPEX)	3.25	5.5	5	13.7	3	N/A	5.3	1	0.5
Notes		*Option to extend as foundation.

Figure D.1 Akagera NP Case Study

Figure D.2 Dzanga-Sangha PA Case Study

Figure D.3 Gonarezhou NP Case Study

Figure D.4 Gorongosa NP Case Study

Figure D.5 Liuwa Plan NP Case Study

Figure D.6 Nouabale-Ndoki NP Case Study

Figure D.7 Makuleke Contractual Park Case Study

Figure D.8 Simien Mountains NP Case Study

Figure D.9 Yankari NP Case Study

APPENDIX E. Description of CMP Models

The Toolkit focuses on three CMP models — bilateral, integrated, and delegated (the latter two collectively referred to as co-management). For a description of financial and technical support see Baghai et al. 2018 .

Table E.1 Bilateral, Integrated, and Delegated CMP Descriptions

		Co-management
	Bilateral	Integrated	Delegated
Description
	The government authority and partner agree to co-manage the PA, frequently with two leaders, generally a government warden or conservator (park manager) and the partner’s technical advisor (TA) or manager (partner manager)	A joint entity and SPV (foundation, non-profit company) is created in the host country, and management is “delegated” from the government authority to that entity	A joint entity or SPV (foundation or non-profit company) is created in the host country
	No independent entity is created to manage the park, except a management and/or oversight committee	Unlike the delegated model, this entity is characterized by 50-50 power-sharing, rather than being led by the partner	Management of the park is fully “delegated” from the government to the SPV
			The governance is shared, but authority for the PA management is allocated to the partner
Governance
	A governance body is created with representation from government and the partner	Board with 1:1 representation; often with co-chairs representing each party and/or each party chairs on a rotating basis	The partner appoints the majority of board members, including the chairperson   There are examples, such as Odzala NP in the Republic of Congo, where the NGO nominates other representatives from civil society and the private sector, so the partner may not have the majority but their nominees represent the majority
	Decision-making is by consensus	If there is an even number on the board, it may have an independent board member with particular technical expertise, a representative of a stakeholder community, or in the event of a tie, the casting vote may depend on the topic (for example, if it pertains to law enforcement, the PA authority has the casting vote, and if it pertains to funding, the partner may have the casting vote)	The government appoints a minority of board members
		The board appoints the senior executive management team
Management
	The government typically appoints a PA manager, as is customary, with authority for the PA (Salonga CMP in the Democratic Republic of Congo is an exception where the NGO appoints the manager)	The PA management team is led by the PA manager, who is jointly selected by the parties	The partner appoints the park manager, after liaising with government
	The PA manager works alongside the partner’s manager on the ground	The PA manager’s “second in command” is often someone from the wildlife authority, and specifically charged with overseeing law enforcement	The PA manager has authority over the PA, including hiring and firing of staff
	Together the warden and TA form a management team (which may include other senior departmental staff as well)	The PA manager has authority over the PA, and in consultation with the senior management team, has the ability to hire, transfer, and discipline staff	The PA manager’s “second in command” is often someone from the local wildlife authority
	The two leaders collaborate, but may lead different departments on a daily basis	All PA authority staff are managed under the SPV. New contracts are issued to qualified staff under the SPV where appropriate and some government and NGO staff area seconded to the SPV   Secondment is defined as when an employee is temporarily transferred to another department or organization for a temporary assignment.	All PA authority staff are managed under the SPV. New contracts are issued to qualified staff under the SPV where appropriate and some government and NGO staff area seconded to the SPV
	Generally, the PA manager is responsible for political representation, government and community relations, and law enforcement
	Generally, the partner’s manager will take the lead on operational, planning, and technical activities

Source: Baghai et al., 2018; Baghai 2016; Lindsey et al., 2021.

APPENDIX F. CMP Best Practice

When developing, managing, and ending a CMP, governments and partners should consider a number of best practice principles. These 24 core principles are based on best practice and organized under six core pillars: CMP Development; Nature of the Partnership; Governance; Administration; Operations; and Finance.

Table F.1 Six Core Pillars of CMP Best Practices

Source: Adapted from Conservation Capital 2017.

1. CMP Development

a. Attract a Qualified Partner

The selection of a qualified partner with the requisite skills and experience is fundamental to the success of a CMP. Sections 5.5 and 5.7 outline a process for vetting and selecting a qualified partner. This is fundamental in any CMP. The PA authority is engaging in a CMP to fill certain gaps in their management structure. The very nature of a CMP is to provide a value addition to the PA authority; therefore, the PA authority should be clear on the objectives and the skills needed to achieve these objectives in order to select the appropriate partner.

b. Confirm Adequate Funding and Capacity to Generate Finance

The ability to financially execute a management agreement is fundamental to its success. Developing a proper CMP can take years. Going through this process only to later find that there is not adequate funding or the ability to generate revenue wastes already strained resources. As part of the partner selection process outlined in Sections 5.5 and 5.7, there should be due diligence and verification of start-up funding. Partners should provide documentation of verifiable donor pledges for start-up funding. The “intention” to approach certain donors is not adequate. Longer term funding will also be generated by the business plan and revenue development model; therefore, the quality of the business plan (see Appendix J) as well as the partners’ capacity to execute revenue models is a key aspect of partner due diligence.

c. Develop Contracts Together

Contracts should be developed collectively to foster collaboration, develop joint ownership, and avoid confusion over content. Governments and partners should try to develop CMP templates that based on contract best practice that can be adapted for the focal PA. It is important that principles are clearly agreed on between the partners, and that there are appropriate contractual terms around those principles. From there, a contract can be adapted to particular circumstances. Each partner needs to be comfortable and fully aware of the content of the contract. Joint-development and discussion provides clarity on why certain aspects are included in the agreement and can help avoid unnecessary delays due to misinterpretation.

d. Clarify Roles and Responsibilities

CMP agreements must be explicitly clear about roles, responsibility, reporting lines, and accountability to avoid confusion and conflict. (Appendix P includes a description of roles and responsibilities to include in the contract.) One of the greatest sources of conflicts in CMP is confusion over roles and responsibilities.

Responsibility and ownership of assets is a key issue to clarity at the onset of the partnership, including the basis upon which existing and new movable and immoveable operating assets will be treated at the commencement, during, and the end of the term. Recommendations for how this is managed are included in Appendix P.

2. Nature of the Partnership

e. Trust Between Partners

CMPs can have solid contracts, suitable funding, and a highly experienced partner. However, if there is not trust between the partners, it simply will not work. Developing trust takes time. This can be developed while a partner provides technical and financial support or during the development of the CMP agreement. Mechanisms should be put in place to quickly mitigate conflict that might lead to mistrust between the partners.

f. Buy-in at All Levels

Transparency and open discussion about the CMP development process is critical to ensuring buy-in at all levels. A CMP driven from the top (ministry or even higher) without buy-in at local level risks operational challenges and the undermining of the partnership in the field. Given hierarchies within wildlife authorities, the field teams may not communicate their concerns, but can very easily undercut the partnership in the field. Likewise, a CMP driven from the PA level or by a donor without legitimate buy-in from HQ risks political meddling. Transparency and open discussion about the goals, process, and means of measuring success is vital and will help avoid conflict. In addition, written endorsements from various levels within government will help document consultation and communication.

Sometimes there is a sense that because a CMP is in place, the government does not need to do much. Government’s role and ability to support CMPs — even delegated ones — is critical. This can be political support, fundraising support, providing permissions and legal approvals for import of equipment, and work permits. All of this requires support and buy-in.

g. Common Goals and Objectives

Both parties need to be moving toward the same objectives and goals and share a common vision. This underpins the operations and the direction of the partnership. The government wants to select a partner who shares its mission and ethos. If for example, the government wants to use a CMP to build internal capacity, they want a partner who believes this is the best approach for the PA and is not going to undermine this to maintain presence. The partners should discuss a shared vision and these aspects should be documented in the CMP agreement. Targets and indicators of success should reflect these common goals and objectives. In addition, the specific goals and objectives should be included in the GMP.

h. Respect ESS

ESS are a set of policies, standards and operational procedures designed to first identify and then, following the standard mitigation hierarchy, try to avoid, minimize, mitigate, and compensate when necessary adverse environmental and social impacts that may arise in the implementation of a project. The partners should jointly agree on a comprehensive framework that enables staff and project developers and managers to clearly identify, avoid, minimize, and mitigate social and environmental adverse impacts (see Chapter 6).

3. Governance

IX. Provide Adequate Duration and Outline Succession

The duration of the CMP depends on the PA and the PA authority goals. A CMP can be used as an interim (15-20 year) management tool to help a PA authority develop capacity along with the systems and structures needed for the PA authority to run the PA in the long-term. Alternatively, a government may view a CMP as a long-term and in some cases a more permanent solution, without the intention of evolving the PA management back to the PA authority. This decision is vested with the government for national PAs and either way, intentions should be explicit in the beginning of the partnership to avoid confusion and to ensure proper planning. This dynamic may shift during the life of a CMP and the decision around this should be guided by clear goals and objectives and effective monitoring and evaluation of the partnership and its attainment of clear targets.

Where CMPs are envisioned as an interim tool to build the management framework of the PA and the capacity of the PA authority, a clear timeline and measurable indicators should be outlined to ensure the public sector partner is fully equipped to resume full management control. The duration of this is dependent upon the local context and a number of factors such as conflict, political unrest, corruption, ease of doing business, and lack of funding mechanisms apart from donor funding. Establishing a realistic timeline for each particular PA is important when developing a CMP.

A clear timeline with indicators will also help ensure accountability by all parties. While the PA authority may opt for a long-term or even permanent CMP, they should consider that the long-term devolution of management responsibility to a partner may reduce the incentive for the public sector partner to engage in, or support, the development of conservation related financing initiatives that will foster economic sustainability.

In general, 15 to 20 years is recommended as a minimum. This provides adequate time to attract funding and investment, create SOPs, stabilize operations and transition management if this is the plan. Figure 3.4 is a hypothetical timeline for a CMP in a PA that is highly degraded.

X. Ensure Equitable Representation

Equitable representation on the governing board or committee of the CMP is paramount. No one party wishes to be or feel dominated by the other. A national PA is a public asset and therefore a sovereign matter with the state PA authority often reluctant to relinquish too much control. Nonetheless, the partner is bringing significant finances to the CMP, which requires a justifiable equitable stake, and in the case where the government opts for a delegated management model, often times the private partner has the casting vote. Nonetheless, every effort should be made to reach decisions by consensus, without relying on the casting vote.

The issue of representation, beyond the number of seats held by each party on the governance board, often manifests itself in the position of the board chair. One option is for the public partner to hold the position of chair within a minority of the board. The private partner holds the majority and therefore if consensus is not reached, holds the balance of power should a decision go to a vote. Another option is inclusion of an independent board chair, with expertise, influence, and a commitment to conservation, who hails from neither the public nor the private partner.

Where there is equal representation between the private and public partners:

o The board or committee should strive for consensus (with or without equal representation), whereby voting is avoided and matters are deliberated until a decision is mutually agreed and consensus is reached. This can certainly take time.

o The two parties jointly identify and nominate an independent person with relevant skills and expertise as chair, effectively acting as a neutral broker between the parties.

o Each party appoints a co-chair, which alternates at meetings. In the event the board fails to reach consensus on an issue, the two co-chairs should have the power to deliberate and decide the matter. If the matter still remains unresolved at this point, power of veto can be assigned to each party on particular matters, i.e., the public sector partner over matters pertaining to conservation policy or law enforcement (respecting the government’s ultimate authority over these matters) and the partner over matters pertaining to finance (recognizing that this party will be charged with primary financing responsibility). While not the norm in the corporate world, this option does meet the representation needs of the two parties. However, ideally in time, this arrangement can evolve as the working relationship, trust, and confidence between the parties embeds itself to the point where the parties agree to appoint one chairperson.

XI. Communicate the Partnership

There is a responsibility of both parties (public and private) to effectively communicate, internally and externally, about the establishment and operations of the CMP. This includes communication across the apparatus of the national government, so other ministries and civil service are fully informed and aware; regional/provincial authorities; and local/district authorities. It also encompasses local communities and traditional authorities.

Too often communication is lacking and misunderstandings and misperceptions arise as a result. This can manifest itself whereby other arms of government and the public at large do not realize that this is a partnership with government through its PA authority and erroneously conclude that the partner is the sole manager of the PA. This can create rumors, falsehoods, and negative political dynamics that undermine the actual partnership.

Effective and joint communication is an ongoing process through the life of the CMP and is not a one-off activity at inception. The process of communication is initiated first by the government authority when they start to consider CMPs and engage in a consultative process with key stakeholders. Once the CMP is in place, it should be a specific responsibility of the board to oversee and facilitate this communication ensuring that there is reasonable, regular communication to government ministries and authorities, local communities, and traditional leadership. The board can task management of this communication to a member of the senior management team and this should be guided by a communication strategy that is approved by both partners.

While seemingly superficial, appropriate branding of the partnership is essential and is one means to effectively highlight in particular the public sector involvement in the partnership. All communications materials, including correspondence, should include specific reference to the public and private sector entities involved, and a logo for the CMP should clearly include and illustrate each of the parties. For example, the Gonarezhou Conservation Trust logo indicates a partnership and other communications includes both partners (FZS) and the PA authority (ZPWMA).

Figure F.1 CMP Project Logo Example

I. Mitigate Risk

Minimizing inappropriate risk and liability is critical for a CMP and the individuals involved. If this is not achieved, one or either of the parties, its directors/trustees, and employees can be exposed to unacceptable levels of institutional and/or personal risk, which can result in legal and/or criminal proceedings. Such risk can also deter investment and donor funding. Moreover, it is also the fiduciary responsibility of a board to protect its partners, directors/trustees, and employees from unacceptable levels of public and personal liability.

This is especially important for the partner that is potentially exposed to a range of risks, which may not affect the public sector partner because of indemnification. Law enforcement is a case in point, where the private partner could be held liable for the injury or death of a staff member or a member of the public as a result of anti-poaching operations. This brings serious reputational risk.

Determining the appropriate corporate arrangement or structure for a CMP in light of this risk and liability is essential. Maximizing the protection of the partnership, and therefore its mission, will require consideration of corporate options that have not been commonly applied in the conservation sector; for example, a company limited by guarantee, a company limited by shares, or even a hybrid structure involving a trust and a company. In addition, a risk analysis should be completed by the partner as part of the partnership development process and reviewed and updated annually.

4. Administration

II. Unify Staffing

The ideal CMP should form and represent one single, unified structure of staffing instead of two parallel and separate staffing arrangements under each partner. This creates efficiencies, clear hierarchy and line management responsibility, streamlined communication, and builds a team spirit under uniform standards, procedures, and policies. Conversely, maintaining parallel, but separate staffing structures of the two parties in a bilateral CMP can result in division and at worst, resentment, and tension. If bilateral structures are in place in a CMP, the partners should work to mirror standards, procedures, and policies to the extent possible and clearly outline roles and responsibilities to avoid any confusion.

Establishing a unified staffing structure can be achieved through planned and coordinated secondment of staff by the parties to one of the partners or direct employment in the event of a dedicated SPV. It is essential that within this unified staff structure that no staff receives instructions from, or reports separately to either of the parties individually, but adheres to the agreed line management and reporting structure of the CMP.

III. Determine Management Leadership

Like most field-based programs, the caliber of executive leadership will very often be the deciding factor of success or failure of a CMP. The board should be responsible for appointing the senior executive management positions, including a chief executive officer (CEO) (in the event of a joint entity), either from nominated employees from each party under secondment or through direct recruitment. The manager is a pivotal appointment requiring an individual with skills in:

administration

financial management

fundraising

communications

enterprise development

PA management knowledge/experience

Best practice also recommends that the senior position responsible for law enforcement be seconded from the state PA authority. The senior leader must fully believe in the mission of the CMP and support the ultimate goal of building the capacity of the PA authority. They must have practical management experience in a PA and a sincere interest in and respect for differing opinions and cultures.

The resultant senior management team should be tasked with the appointment of all remaining staff (under a board-approved staff organizational chart for the PA) through the vetting and selection of proposed staff for secondment and where necessary direct recruitment. The senior management team, based upon approved human resource management procedures, shall have this responsibility to hire and appoint staff, and to dismiss. In the event of a dismissal of a seconded staff, the individual concerned would return to direct administration by his/her employer (one of the parties) and for further disciplinary action and/or redeployment elsewhere.

Without the ability to influence leadership in the PA, financial and technical support and bilateral partnerships can be hamstrung by a leader that lacks capacity and underperforms.

XV. Align Policies and Procedures

Senior management will be required to develop policies and procedures related to, amongst others, human resources, finance, and procurement. To ensure harmonization (and as an important feature for future succession), it is recommended that these policies and procedures, and subsequent manuals, be based on and adapted from government policies and procedures.

In an integrated CMP, both partners are responsible for following these policies and procedures. In a bilateral CMP, each partner may have their own policies and procedures; however, the partners should outline unified and guiding policies and procedures to ensure streamlining and consistency of operations.

XVI. Pre-plan Closure / Termination

In the event a CMP either fulfills its tenure or is dissolved by mutual consent prematurely or terminated due to a breach or non-performance of one partner, it is essential the parties pre-agree and understand at the outset a clear and thorough procedure for wind-up of the partnership. It is especially important to outline steps to deal, inter alia, with staff, assets, monies, liabilities, and ongoing third-party contracts and agreements. A lack of clarity over these matters can lead to discourse and disagreement between the parties at the time of closure or termination.

This procedure should address, for example, the following:

● What happens to staff directly employed (i.e., not seconded) by the partnership.

● How finances are reconciled and the process of dealing with balances held.

● How existing donor grants are managed.

● What happens to any financial liabilities at the time of closure; what and how assets are transferred and accordingly how asset insurance is addressed.

● What effect closure has on existing third-party contracts and agreements, such as contracts for tourism facilities and concessions.

Appendix P includes details of each of these aspects and how to incorporate them into a CMP contract.

5. Operations

XVII. Develop Work Plans Together

Developing the annual work plan together is efficient, draws on the expertise of both parties, creates a sense of ownership by both parties, and is a useful way of cross-pollinating technical skills into the public partner agency. Partners should develop an annual schedule that includes the review of the prior year’s achievements against the work plan and the development of the subsequent year’s work plan. This will also create awareness and transparency around budgets and create joint accountability. In situations where the private partner drives the annual work plan development and “hands” this to the public partner, this creates resentment and often leads to conflict. Likewise, when the PA authority develops the work plan and “hands” this to the private partner, there may be some management decisions required by the state that the private partner is not aware of and can lead to misinterpretation. A CMP is a partnership. Therefore, planning should be done together.

XVIII. Legitimize the Management Framework

The management and development of a PA by a CMP must be set within the legal framework of the host country. This will ensure that subsequent management and development subscribes to the prevailing policies, legislation, and regulations of the state.

A general management plan and related business plan for a PA provides a management framework. A GMP is established under PA and wildlife conservation law as the required and accepted instrument to frame the management and development of a PA and to implement relevant government policy. A GMP needs to be approved and ratified by the government, in some cases through ministerial endorsement. Once this is achieved, a GMP becomes in almost all jurisdictions a legal instrument.

Consequently, a CMP operating within the framework of a ratified GMP is implementing a legal instrument of government and is in turn implementing and subscribing to prevailing policy, legislative, and regulatory frameworks. This establishes legitimacy for the CMP beyond the endorsement and ratification of the CMP agreement.

XIX. Respect the Mandate of Law Enforcement

Law enforcement and security is a function of the state, and this is a dynamic that must be proactively respected within any CMP arrangement. Law enforcement undertaken by the private partner without the requisite legal authorization can pose serious liability for the private partner. This could result in criminal prosecution of staff of the private partner. It also risks serious misinterpretation and misperception around the private partner’s involvement with this function. It can be perceived as being solely conducted by the private partner, and accusations that the private partner is effectively operating a private militia can and have arisen. This is politically dangerous and can disrupt the partnership.

The law enforcement mandate of the government should be respected and remain vested with the state within a CMP. This can be achieved through the secondment of law enforcement staff from the PA authority to the SPV, thereby retaining the state as employer and their employees as law enforcement officers with the powers of: search, arrest, confiscation, etc.; the ability to carry more sophisticated (semi-automatic and automatic) firearms; and provide the necessary indemnity. However, they still report through the SPV, supporting a unified structure. Equally, the state can legally grant selected private partner employers involved with law enforcement with the necessary status, such as honorary rangers or police reservists, to conduct law enforcement with similar powers and protection. There are examples of CMPs that are in remote and insecure regions where the private partner has been delegated full oversight of law enforcement by the government, given the situation on the ground.

XX. Effectively Engage Stakeholder Communities

Local communities are almost always primary stakeholders and beneficiaries of a PA. Engagement and liaison with these communities cannot be separated from the PA. To do so would isolate and potentially alienate neighboring communities. Furthermore, primary engagement should not be conducted by a third party or be undertaken in parallel with the CMP. This can conflict with the strategy, objectives, and activities of the PA; cause confusion and tension; create inconsistency; and potentially duplicate effort.

It is, therefore, critical that the CMP be mandated to have primary responsibility to engage with identified neighboring communities over related conservation and livelihood activities; and to establish the necessary partnerships with local government and civil society organizations (if required) to promote and drive these programs. To this end, the CMP will need a dedicated community liaison or outreach department within its staffing structure.

In this regard, it is important that these “neighboring communities” be clearly identified and defined within a CMP arrangements and the geographical parameters of its engagement with these communities are agreed and communicated.

Partners should consider representation of the neighboring communities within their governance structure, either the Board of the CMP Governance body or the advisory committee, in instances where communities are key stakeholders. This was done, for example, in Niger for the CMP in Termit and Tin-Toumma National Nature Reserve and in the Republic of Congo for the CMP in Odzala-Kokoua NP. This will enhance communication between key stakeholders, garner support from the local community, and enable the CMP to take advantage of local knowledge. Local communities know the landscape, understand the threats, and know the dynamics taking place within the local areas. This would be an asset to the CMP.

XXI. Respect Transboundary Responsibility

When a PA is part of a TFCA, engagement with international neighbors and their PA authority is a sovereign matter; therefore, the designated state authority should continue to be the lead agency in international communication and coordination relating to the TFCA.

It is important that the private partner be kept abreast of TFCA matters so that it can contribute fully to the development and success of the TFCA. Accordingly, the state designated authority should copy relevant senior executive staff of the private partner into correspondence pertaining to the TFCA, and should invite these staff to attend meetings, workshops, and other events relating to the TFCA.

6 Finance

XXII. Build Towards Sustainability

Striving for financial sustainability of a PA is a key objective and motivation of a CMP. Reversing the norm of PAs as loss centers and creating the revenues to support improved conservation management are important drivers. Building the commercial basis towards financial sustainability will also help fuel the local rural economy and provide tax revenues to the government, creating incentives that can make a PA both socially and politically relevant. Co-investment by governments helps to leverage funding as it demonstrates a seriousness on the part of the government and helps to build sustainability.

In this regard, it is recommended that the CMP retain revenue generated from the PA to support its operating costs, and over time to reduce and ideally eliminate the need for donor financing over the long term. Such an arrangement will create a cost center and be highly attractive to investors and donors in the short to medium term when such finance will be necessary. Furthermore, recognizing that the private partner will bear the bulk of the responsibility for financial investment and support to the PA, this will create an important incentive for the private partner to build the commercial revenue side of the PA, as it will reduce the scale of operational shortfalls that it will be required to fund. While striving for sustainability and reducing the funding gap is critical, it is important to acknowledge that all PAs in Africa are subsidized and many, despite best efforts, will not attain financial sustainability because of remoteness, lack of enabling conditions, and inability to tap into commercial opportunities. Establishing clear and realistic financial targets is important to not raise unrealistic expectations.

XXIII. Drive Enterprise Development

Linked to the preceding principle, the CMP must be central to driving enterprise development within the PA and be given the requisite mandate to promote and develop such conservation enterprise. This includes being centrally involved in and/or managing the tendering, awarding, and contracting of enterprise and related concessions. Enterprise development is a specific skillset the PA authority should look for when selecting potential partners.

XXIV. Manage Surplus/Deficit

The partners in a CMP need a clear understanding at the outset of their obligations/rights in the event of operating surpluses and deficits. Determination of a projected surplus and shortfall needs to be framed within approved (by the board) and fixed annual budgets, so that expenditure is controlled and remains within reasonable, acceptable limits.

To create additional incentives for the state PA authority to support and facilitate the generation of commercial revenue streams for the PA, consideration should be given for the conditional release of annual operating income surpluses (essentially a form of “dividend”) to the PA authority. The following is recommended for the dividend:

Operating Risk Reserve — Distribution only after a reserve fund is established. A reserve fund should have enough funding to maintain the PA management operations for at least two years. When the reserve fund can be used should be defined in the CMP agreement and will include events such as disease (i.e., the COVID-19 pandemic) or conflict.

Stabilization Period — Distribution only after a fixed period (i.e., five years) following the inception of the CMP concerned. This acknowledges that the first five years (more or less depending on the local context) of a CMP will fundamentally be a development phase with significant capital development investment/expenditure and promotion/establishment of the enterprise base that will drive future revenue.

Distribution only when the annual surplus of operating income, which should be defined as arising purely from commercial revenues and should expressly exclude any donor income and after provisions are made for capital expenditures (CAPEX), for any given year exceeds (50 percent) of the previous year’s operating expenditure budget.

That the undistributed surplus (below the 50 percent threshold) is carried forward as operating reserves.

Equally, in preparation and in the event of operating deficits the public sector partner needs to agree from the outset its financial annual obligation. Ideally, this contribution for simplicity’s sake should be a fixed annual amount and targeted and ring-fenced for specific operating costs, such as payment of salaries of the state PA authority employees or seconded staff. Consequently, the private partner will be clear on its obligations to meet the resultant shortfall against an approved annual operating budget as well as its undertaking to fulfill capital development requirements.

Source: Adapted from Lindsey et al. 2020; Baghai et al. 2018; Conservation Capital 2017; consultation with CMP partners.

APPENDIX G. CMPs in Madagascar

Madagascar’s terrestrial and marine ecosystems are a global conservation priority with unparalleled endemism rates at species and higher taxonomic levels (Waeber et al. 2019). In 2003, Madagascar committed to tripling the extent of the country’s PA network, from under 2 million to 6 million hectares (covering approximately 10 percent of the national territory), under its Durban Vision, V^th World Parks Congress. By 2016, PA coverage in the country had quadrupled, from 1.7 million to 7.1 million hectares (Gardner et al. 2018; Rajaspera et al. 2011). To ensure the management of the PA estate, the government actively pursued management partnerships.

Madagascar’s PA network includes 147 nationally designated PAs, of which the ministry responsible for environment directly manages 15; Madagascar National Parks (MNP) (a parastatal organization) manages 43; and the rest are managed in partnership with national and international NGOs, and local communities (Gardner et al. 2018).

All non-MNP and ministry managed PAs have a legally recognized partner (referred to as a promoter), an international or Malagasy NGO (also universities, mining companies, and private individuals), and are generally governed through a shared governance arrangement incorporating regional authorities and local communities through community-based associations referred to as VOIs (Vondron'Olona Ifotany). The partners are considered as delegated managers of the PA on behalf of the government. These governance structures have evolved iteratively with the initial management plans at many sites outlining community management with partner NGOs or agencies playing a supporting role. In practice, due to lack of capacity and resources, partners are de facto co-managers, providing funds, technical capacity, and guidance (Waeber et al. 2019).

There are also formal management agreements in place with NGO partners. For example:

• Peregrine Fund Madagascar manages four PAs, including the Tsimembo Manambolomaty complex.
• WWF manages four protected areas.
• WCS has delegated management of Makira Natural Park, in the MaMaBay landscape/seascape northeast of Madagascar.
• Conservation International has delegated management of the Ankeniheny-Zahamena corridor and the Ambositra-Vondrozo and the Ambodivahibe Marine PA.

Approximately 12 percent of Madagascar’s GDP is supported by tourism and 80 percent of the visitors come to visit PAs. Despite the innovation around PA governance and collaborative management, Madagascar’s biological diversity is severely threatened by high rates of deforestation (driven by shifting cultivation, charcoal production, artisanal and industrial mining, bushmeat poaching, and over-harvesting of varied resources), resulting in significant species decline and threats of extinction (Gardner et al. 2018). Currently, there are over 1 million hectares of PAs (26 sites) of “paper parks” that are not managed (Razafison and Vyawahare 2020).

APPENDIX H. Contractual Parks in South Africa

South Africa’s apartheid policy introduced in 1958 affected every aspect of the lives of black South Africans—including where they could live and what they could own. In 1994, when Nelson Mandela was elected president, white people owned most of the land, while making up a minority of the population. That same year, the Land Reform Program was launched with an aim of developing equitable and sustainable mechanisms of land redistribution, and to rectify the centuries of discrimination against black South Africans. Along with the Land Reform Program, policies were passed to provide more opportunities for black South Africans to gain access and legal rights to land (Bosch, 2002/2003; Fitzgerald 2010). The Land Reform Program, still in effect today, has three primary aspects: land restitution/land claims: land tenure reform; and redistribution (Fitzgerald 2010).

At the same time, South Africa recognized the value of its PA system and sought creative mechanisms to secure and expand its PA network, while honoring the Land Reform Program. This resulted in a number of contractual parks, which are CMPs between communities, private landowners, and the national PA authority, SANParks. For example, the Kalahari Gemsbok NP (now Kgalagadi Transfrontier Park) is a CMP between the ‡Khomani San and Mier communities and SANParks. The ownership of land is shared between the communities and management is delegated to SANParks. A joint management board (JMB) comprising three SANParks officials and three to five representatives of both the San and the Mier communities oversees the management (Grossman and Holden n.d.).

The Makuleke Contractual Park (see Appendix D, Figure D.7) was created in 1999 and is viewed as a successful innovative solution that is a win-win for conservation and communities. In 1969, the Makuleke community was removed from its land, which was added to Kruger National Park. As part of South Africa’s land restitution process, the Makuleke regained title to their 24,000 hectares in 1998, and in 1999, the community created a contractual park by signing a 50-year delegated CMP agreement with SANParks (Fitzgerald 2010).

The land title is held by the Makuleke Community Property Association, which delegated management to SANParks. The Makuleke, in return, guarantee to use the land in a way that is compatible with the protection of wildlife and if the community wishes to sell, they have to offer it to the state first. A JMB has three representatives from each party and oversees the management decisions. The chair rotates annually and decision-making is by consensus (Bosch D. n.d.; Collins 2021).

The Makuleke have full rights to commercialize their land by entering partnerships with the private sector to build and operate game lodges that are consistent with the conservation management policies of the JMB. The Makuleke oversee tourism, while SANParks oversees conservation management (Collins 2021).

With the call by scientists and conservationists to increase global land and water conservation targets, CMPs present a practical and innovative model to ensure that communities are able to optimize the economic opportunities on their land if they lack the capacity and resources to do so on their own

APPENDIX I. Steps to Identify, Screen, Prepare, and Establish a CMP

Throughout the Toolkit there are links to useful references, checklists, and tools. This checklist includes the steps and some of the tools.

Table I.1 Steps to Identify, Screen, Prepare, and Establish a CMP

Process	Chapter	Section	Step	Tool	Complete
Identify and Screen CMPs	4	4.1	Government decision to engage in a CMP	Figure 4.1 Decision matrix tool	Ö
		4.2	Legal review		Ö
		4.3	Review agency goals and targets		Ö
			Develop PA authority strategy		Ö
		4.4	Screen and select potential PAs for CMPs	Table 4.2 and 4.2 Sample tool for PA selection	Ö
			Natural resource inventory		Ö
			PA threat analysis	Figure 4.6 Sample threat analysis	Ö
			Performance audit		Ö
			Risk analysis	Box 5.1 Risk management
		4.5	Screen and select CMP models	Figure 4.8 CMP model selection tool	Ö
		4.6	Review regional plans		Ö
Prepare for Establishing a CMP	5	5.1	Complete a feasibility study (when needed)		Ö
		5.2	Determine the management partner selection process	Table 5.1 Different mechanisms that might be used by a PA authority to establish a CMP	Ö
		5.3	Pre-tendering stakeholder engagement	Figure 5.3. Six-step guide to community engagement in CMPs	Ö
		5.4	Formation of a proposal evaluation committee		Ö
		5.5	Determine partner criteria	Sample partner criteria	Ö
		5.6	Prepare tendering materials	Sample tendering materials Figure 5.5, and Appendices J and L	Ö
		5.7	Tender process and selection of partner	Figure 5.6 Tendering process steps and Resource Box 5.2	Ö
		A	Expression of Interest	Table 5.3 and Appendix M. Key components that should be included in an EOI	Ö
				Appendix N. EOI evaluation form	Ö
		B	PEC reviews EOI against criteria, invites full proposals, support site visits	Table 5.5 and Appendix O. Details to include in a full bid	Ö
		C	Partner selection process		Ö
Contract and Manage CMP	5	5.8	Contract development	Table 5.5 Standard headings in a CMP contract and Appendix P. Key aspects to include in a CMP contract	Ö
		5.9	Contract management and monitoring		Ö
Environmental and Social Standards	6	6.0	ESS	Box 6.4 ESS and CMP Checklist	Ö

APPENDIX J. Sample Business Plans for CMP Bids and Planning

The CMP partner will submit a detailed business plan for PA management and community development as part of their bid. This will include operational costs, capital expenditures, and projected revenue. The business plan will guide the CMP and should be linked to an existing GMP if that is in place. If a GMP is not in place, the CMP partner will need to identify conservation targets and strategies to secure these targets. The inclusion of a business plan in the bid will enable the PA authority to assess familiarity with the PA, level of expertise in PA budget planning, and innovation around potential revenue sources. Below are resources on PA business plans and a sample business plan.

Sample Business Plan

Conservation Capital developed a conservation area (term used interchangeably with PA) business planning (CABP) framework to assess the context and identify conservation needs and priorities of focal landscapes, consider commercial revenue development opportunities, and propose the institutional structuring required to optimize management performance and related revenue generation. Conservation Capital developed this methodology to help PA authorities and community and private landowners develop more financially efficient and sustainable approaches to managing PAs. This methodology provides a framework to address the operational cost side of management as well as potential revenue development, and assesses optimal management, commercial, and governance structures.

The CABP is driven by three primary considerations (see Figure J.1):

Needs of the underlying conservation context

Need for supporting conservancy management actions

Opportunity for commercial enterprise-based revenue opportunities

Figure J.1 Three Primary Considerations of a CABP

Source: Conservation Capital 2018.

A CABP provides a plan that includes the overall conservation outcomes that the relevant entity seeks to achieve, the strategies, activities, and resources needed to achieve them, and how to measure and share progress. Development of a CABP is an involving exercise that typically includes:

Status and situational assessment of the PA.

Review of existing plans, strategies, and other documents.

Defining desired outcomes and key indicators.

Defining the goals and strategies to achieve this, and specific actions.

Capacity assessment of the CA team’s experience and qualifications, and any additional capacity needed and how this could be addressed. This may include the role of partners critical to strategy execution.

Specific funding and other investment requirements.

Development of specific performance measures.

Part of the CABP is a detailed budget that includes four key sections:

Operational costs

Capital expenditure costs

Revenue

Combined cost and revenue

PA Operational costs (OPEX) are broken down in two ways—management categories (seven in the top section of Table J.1) and activity categories (field and central management, bottom section of Table J.1). There are detailed budgets for each management and activity category. Table J.1 is the summary.

Table J.1 10-year PA Operational Expenditures Investment Budget

Source: Conservation Capital 2018.

Figure J.2 10-Year Operational Expenditures Summary and Annual Operational Expenditures

Source: Conservation Capital 2018.

Capital Expenditure . Capital expenditure for a PA is budgeted along program areas, activity categories, and central management. Each program area and activity category has a detailed budget. Table J.2 is a summary of the 10-year CAPEX investment budget.

Table J.2 10-year PA Capital Expenditures Investment Budget

Source: Conservation Capital 2018.

Figure J.3 10-Year Capital Expenditures Summary and Annual Capital Expenditures

Source: Conservation Capital 2018.

Revenue. Each revenue source has a detailed analysis that includes costs, projections, and trends. For example, the wildlife-based tourism fees include conservation fees, occupancy rates, and revenue retention. Table J.3 is a summary and includes three revenue sources: tourism, payment for ecosystem service (ES), and carbon credits through reducing emissions from deforestation and forest degradation (REDD+). IF refers to innovative finance.

Table J.3 10-Year Commercial Revenue Summary

Source: Conservation Capital 2018.

Figure J.4 combines all the revenue from Table J.3.

Figure J.4 Total Protected Area Revenue

Source: Conservation Capital 2018.

Combined cost and revenue over 10 years. The last component of the budget brings the costs and revenue together to determine the gap (see Figure J.6). The budget in Figure J.6 does not include donor funding. A donor funding and investment plan could be designed using the information from the CABP to fill the funding gap.

Figure J.5 10-Year PA Cost and Revenue Summary

Source : Conservation Capital 2018.

APPENDIX K. Sample Collaborative Management Tendering Information from Rwanda

Rwanda Development Board, July 12, 2018

In July 2018, RDB put out a tender notice to attract a partner for the management of Nyungwe NP. This was a public tendering process, which they advertised as per Rwanda law. In addition, they proactively sent letters to partners notifying them about the opportunity. This approach is recommended for any government considering tendering so that suitable partners are aware of the opportunity.

RDB also provided data on park visitors; park revenue; the park organizational structure and salary costs; the financial summary; and a description of the park infrastructure.

RDB requested the following information from bidders in its request for proposals.

I . Key elements of a concept proposal / expression of interest for the management and financing of the national parks identified above should include, but not be limited to some of the following elements:

• A detailed description of the potential financial, administrative, human resources, and management benefits that would be realized for the government and people of Rwanda if the RDB was to pursue an extended private-public partnership with the interested management company.
• A description of the anticipated benefits for conservation, enhanced tourism opportunities, and community engagement/development for each of the national parks of interest.
• A description of the two-to-three priority management actions for conservation, tourism, and community engagement/development that the management company would focus on first if a successful agreement was negotiated for the management of any or all of the other NPs.
• The proposed management structure and governance for the national park, with a description of how the management company would liaison and work with RDB for both policy development and management operations.

The anticipated investments required, including a preliminary costing / financial plan, a description of financial and/or economic viability, and value for money analysis.

The anticipated investments required, including a preliminary costing / financial plan, a description of financial and/or economic viability, and value for money analysis.

The projected revenues (revenue forecast), if any, that would accrue to the RDB as a result of management by the management company, including sources and any sensitivities (if exist).

A preliminary list and assessment of risks (if any), risk mitigations required, and management of risks.

The expectations of the RDB by the management company, if any, for ongoing support of operating funds and infrastructure investments within or adjacent to the national park.

Human resources management — the proposed approach the management company would take for current RDB employees at the national park, as well as for the provision of new employment opportunities for Rwandans in the future. Consideration for park ranger requirements (law enforcement personnel), employment opportunities for existing RDB park staff, and transition strategy for the RDB employees not deemed to be required by the management company should be included in the proposal.

The project preparedness of your management company (or organization) to take on this project in terms of capacity and skill assessment for project development, implementation, monitoring, and reporting.

Note : Given the success of the Akagera National Park governance and management structure, it is mandatory for the proponent to the proposal to use an Akagera National Park-like governance and management model, with the following minimum requirements:

Successful management company must incorporate as a company under the Rwanda Company Law (2009).

Financing of the company will be through a combination of park revenues, contributions from the government of Rwanda, contributions from the successful management company, and donor support.

The establishment of a board of directors for strategic and policy oversight of national park management for which members will be appointed by both the successful management company and the RDB.

Day-to-day management of the park shall be done by a park management unit under the leadership of a park manager, who is also the CEO of the management company.

Policy and management activities will be guided by a rolling five-year strategic business plan, annual activity plans, and annual budgets that will be approved by the board of directors

Law enforcement personnel (rangers) with the powers of peace officer shall be seconded/transferred from RDB.

II . Requirements of the Potential Partner / Management Company

In addition to the elements of the proposal outlined above, the potential partner/management company will meet and clearly demonstrate (describe) in the expression of interest proposal, that they meet the following interests, knowledge, and abilities/experience factors.

Interest:

Have a genuine interest in the development and advancement of Rwanda as a nation, for which conservation-based tourism and community economic development through the protection of its natural biodiversity and ecosystems is a priority.

Knowledge:

Of ecosystem conservation, restoration, management planning, techniques, and practices.

Of sustainable tourism principles, practices, and techniques, including marketing and promotions of park and park experiences.

Of community engagement and economic development principles and practices, within an African conservation context.

Of financial and human resources principals, practices, and techniques.

Experience:

Must have a minimum of 10 years of experience in contributing to and/or supporting the management of parks and protected areas, either all for countries within Africa or a combination of countries outside Africa and countries within Africa — mandatory criteria.

In successfully managing multiple national parks or protected areas within the African continent ( Successful management of multiple national parks / protected areas — this criteria is not mandatory, but will be used to rate the proposal, with preference / score given to those management companies who can clearly demonstrate management of up to five national parks or protected areas. ) with a full range of conservation, protection, sustainable tourism, and community engagement/economic development responsibilities, including:

In the implementation of ecosystem conservation, restoration, and management of protected areas/natural areas.

In the development and implementation of tourism program development and delivery including: meaningful visitor experiences; promotions and marketing; and working with tourism industry partners.

Developing and managing a healthy, productive workforce.

The development and delivery of park visitor and community education outreach programs to build national park/protected areas supporters and constituents.

Working with government and NGOs in the management of conservation-based lands and/or programs.

Financial management, including private and public sector fundraising to support management programs.

Letter(s) of recommendation:

One or more letters of recommendation from the governments and/or organizations for which the proponent has successfully managed protected areas outlined above

III. Proposed Duration of Services

The RDB is willing to consider a park management agreement for up to twenty (20) years, renewable and to commence after the signing of an agreement between the successful protected areas management company and the RDB. The management company must include in its proposal, the duration of time for an agreement, should they be successful.

IV. Submission and Review Process:

The submission and review process for this expression of interest will be in two steps:

Step 1. Preliminary management proposal, including:

Development and submission of a preliminary proposal by the potential management companies on the basis of preliminary criteria provided by RDB.

A presentation of the preliminary proposal to RDB by the potential management company.

A more detailed review and evaluation by RDB of the management company preliminary proposal and a decision as to whether to request a more detailed proposal, or not.

Communicate results of the RDB decision(s) for Step 1 to the potential management company (ies) who have submitted preliminary proposals.

Step 2. A detailed park management proposal, including:

Invitations to develop and submit a detailed proposal on the basis of preliminary criteria provided by RDB (criteria yet to be developed).

Development of a detailed proposal by the potential management companies.

Presentation of proposal to RDB by potential management company.

A more detailed review and evaluation by RDB of the management company’s proposal and decision by RDB.

Communicate results of decisions by RDB to potential management companies.

● More detailed contract / PPP Agreement negotiations with the preferred management company selected by RDB.

V . Submission Requirements for Expressions of Interest/Proposal

Interested management companies and organizations who meet the above noted requirements are invited to submit their Proposal, which will include the following information:

Confirmation of interest to be considered for the management and financing of Nyungwe National Park.

General information about the management company / organization that is submitting the proposal, including: main business; country (ies) of establishment, operations and duration of conservation-based business activities.

Information related to the key information elements outlined above.

Information related to how they meet the interest, knowledge, abilities, and experience elements of request for proposals, as outlined above.

An indication of the length of time the management company would consider managing the national park should they be successful, as outlined above.

● Deadline

● Address for submission

● Information Provided by RDB to interested partners

APPENDIX L. Sample Promotional Materials for CMPs from Uganda

When a CA is embarking on a CMP tendering process, it will need prospectus documents that describe the CMP opportunity and the focal PA. In addition to the sample provided in Section 5.6 from Mozambique, below is from a 2017 conservation and tourism investment forum in Uganda where CMP and tourism opportunities were promoted to potential investors, donors, and partners.

Figure L.1 Map of Potential CMP Sites in Uganda

Figure L.2 Description of CMP Opportunity in Bugungu Wildlife Reserve

Source: The Giants Club and the Government of Uganda 2017.

APPENDIX M. Information for an Expression of Interest

The following information should be included in an EOI for engagement in a CMP.

a. Potential Partner Identify: The bidding organization’s legal identity, structure, and registration information.

b. Key People: Summary biographies of the key people behind the bidding organization.

c. Experience: Summary evidence of 10+ years of relevant engagement in biodiversity conservation, protected area management, and experience in the relevant country.

d. International Best Practice: Evidence of connections with and exposure to international best practice (in Africa and where possible beyond) in the field of conservation area management.

e. Experience in Target PA: A summary of prior operating experience in the targeted PA or its environs.

f. Technical Capacity: Specific evidence of prior successes and positive impact with:

Protected Area Management : conservation development and management of PAs.

Local Community : proactive community engagement and integration and related economic development.

Revenue : progressive nature-based revenue development in protected area contexts — with a particular focus on tourism development and marketing.

Fundraising : donor fundraising, management, and networks.

Conservation Financing : knowledge and application of other innovative conservation financing mechanisms beyond mainstream donor fundraising.

Start-Ups : experience with start-ups — new project development.

Technology : progressive use of technology in conservation development.

Business and PA Planning : experience with professional and realistic business plans and PA management plans.

Environmental and Social Standards ; familiarity and experience with ESS and a plan to comply with ESS (see Chapter 6).

Project Management : exceptional organizational skills and management of complex and dynamic projects.

• Key Priorities : A summary of the anticipated priority management actions for the PA with specific reference to conservation, local community and economic development impacts.
• Alignment with PA authority: The partner’s understanding of the PA authority’s vision and goals and how the CMP will support this vision and help the government achieve key national and international targets and objectives.
• Conflict of Interest : Certification that the partner does not have any conflict of interest and/or is declaring a conflict of interest, which they believe is manageable.
• References : Letters of recommendation from at least two credible independent sources relevant to the interested private sector party’s CMP proposal.

APPENDIX N. Sample Expression of Interest Evaluation Form

Once an EOI is submitted, the PEC can use the sample evaluation form to rank the submissions and determine which potential partners should submit a full bid.

Table N.1 Expression of Interest Evaluation Form

Expression of Interest Evaluation Form
Name of Bidder:  CMP Partner Bidder
Name of Evaluator: Member of the PEC
Date of Evaluation: Day / Month / Year
Category	Key Component	Yes =1 / No = 0
Overall Submission
	Submission on time	1
	Well-written	1
	Professional	1
	Includes all requirements	1
	Partner identity	1
	Lack of conflict of interest	1
	References	1
Subtotal	(Highest Score Possible = 7)	7
Experience		Qualification High=2 / Med=1 / Low=0
	Key people’s biographies and CVs	1
	Experience	1
	International best practice	1
	Experience in target PA	0
Technical Capacity
	PA management	1
	Local community	1
	Revenue	1
	Fundraising	1
	Conservation finance	1
	Start-ups	1
	Technology	1
	Business and PA planning	2
	Environmental and social standards	2
	Project management	0
Project Description
	Key priorities	2
	Alignment with PA Authority	0
Subtotal	(Highest Score Possible = 32)	12
Total	(Highest Score Possible = 39)	19
Evaluator Signature:

APPENDIX O. Information for a Full CMP Bid

After EOIs are submitted, the PEC will review solicit full bids, which should include:

Corporate and Governance

a. Proposed Corporate Structure

Description of the proposed corporate structure.

● Planned Governance Structure

Principal Structure: Description of the governance structure, including representation on the board; appointment of chairperson; voting powers (and vetoes); and liaison with PA authority leadership and relevant government stakeholders.

Meeting Schedule: Proposed schedule for governance body meetings.

Local Community Integration: Specific reference to the methodology (and associated timelines) that will be used to enable meaningful and active local community participation within the planned governance structure.

Key Policies and People

Statutory Compliance

Summarize the key statutory compliance requirements (licenses, authorizations, approvals, legal contracts, etc.) that will be secured / entered into by the partner to ensure the proper and legal operation of the proposed structure.

a. Key Policies Framework

Key policies framework including but not limited to those relating to: anti-bribery; anti-trust; whistleblowing; diversity; anti-modern slavery; code of conduct; sustainability, both environmental & climate; health & safety; related party transactions; data protection and confidentiality, etc.

Key People’s Biographies

Provision of detailed biographies for each member of the founding SPV board representing the private sector partner and for the proposed founding CEO.

1. Conflict of Interest

The partner should declare that they do not have a conflict of interest, or if they are declaring a conflict of interest that they deem to be manageable, this should be described.

PA and Stakeholder Management

● Proposed Key Goals

Principal impact objectives and related key performance indicators (KPIs) (including basis of measurement) for each of the following dynamics: (conservation, social, economic, operations and capacity development); and time frames: (priority: Year 1-3; medium term: up to Year 5; longer term: up to Year 10).

● Management and Wider HR Structure

Leadership: Proposals for the structure and appointment of the senior leadership team with a particular emphasis on the chief executive office (or warden) and head of security.

Illegal Wildlife Enforcement: Proposal for how illegal wildlife trafficking, anti-poaching and other violations will be managed in the CMP.

Wider Structure: Proposals for the wider human resource structure and key reporting lines (including a presentation of a comprehensive organizational chart).

Integration: Specific proposals for how existing PA staff will be integrated into the new staffing structure and on what basis.

Organization Chart: Staffing and reporting lines.

Human Resources: A description of how the partner proposed to manage staff, description of contracts, gender inclusivity, respect for employment standards.

a. Conservation Development & Management Plan

Zonation: Proposed high-level zonation and basis thereof for the target PA.

CAPEX: Buildings, vehicles, aircraft and other operating equipment, roads, airfields, fencing, power, water, energy access, and communications needs and requirements.

OPEX: Revenue development and management; habitat and wildlife management, wildlife reintroductions, research and monitoring; community engagement and development; law enforcement; finance, administration and compliance; fundraising; public relations (PR) and communication needs and requirements.

Integration: Proposed basis upon which any existing general management plans or their equivalents will be integrated into the new plan.

● Stakeholder Management

Methodology: Basis upon which key stakeholders have been and will continue to be identified and prioritized by the partner with a special emphasis on national and local government agencies; local communities; donors; and other potential financial and commercial partners.

Management: Summary plans for managing each of the high priority stakeholders identified.

Integration: Proposed basis for the integration of existing NGOs / conservation organizations already active in (or around) the target PA.

Exit Transition Plan

Proposals for managing the transition back to sole PA authority management at the end of the CMP term including but not limited to the: transfer of all operational HR roles; transfer of assets; transfer of all third-party contracts; and the transfer of revenue streams and working capital balances.

● PA Authority Capacity Development

Description of how the CMP will build the capacity of PA authority staff and enhance organizational management.

Finance

● Operating Revenue Development

Tourism: Proposed tourism development and related marketing support plan, including plans to develop in-house versus outsourced tourism operations.

Alternatives: Proposed plans for investigating the development of alternative revenue streams for the target PA, including carbon and biodiversity offsets, payments for ecosystem services, etc.

Integration: Integration of existing tourism or other third-party operator concessions within the target PA including plans (if any) for migrating commercial terms towards planned new fee structures.

● Financing

Donor Based: Description of donor commitments, amount and duration, and proposed donor fundraising plan, including associated sums, use of funds, and priority target donors.

Impact Based: Description of additional conservation financing mechanisms, e.g., conservation / park / green bonds; outcome-based financing mechanisms; impact investment funds, etc., and prior success in implementing successful fundraising and conservation financing mechanisms.

Business Plan. A five-year business plan for the PA with cash flow projections.

Proposed Pricing. A description of the proposed pricing model for park entry, user fees, and other concessions in the PA and the rationale.

Revenue Retention Model. Proposed structure for revenue retention, management, and distribution.

ESS and Risk

● Environmental and Social Standards

1. ESS Policy and Guidelines: Copy of the partner’s ESS policy and guidelines.

2. ESS Plan: An ESS strategy that ensures compliance with global best practice.

d. Risk Management (see Box 5.1)

iii. Key risks: Analysis of the range of potential risks that may impact the CMO and prioritization of risks.

iv. Mitigating Actions: Proposed mitigating actions (both preventative and curative) for each of the identified risks.

● Communications and Reporting

iii. Communications: Proposed communications plan for the CMP operation including PR strategy, internal and external communication.

iv. Reporting: Proposed reporting framework within management and to the governance body, including schedule, content structure, key audiences, and proposals for managing sensitive data.

Lesson Sharing

Proposals for ensuring that all important lessons and ideas emerging from the management of the target PA under the CMP arrangement are collated and shared with the wider PA authority as well as other conservation area managers.

● Social Safeguards

Description of how the partner will fulfill social safeguard requirements and ensure all staff are familiar with ESS.

f. Ethics

Summary of the ethical framework that will govern the operation of the proposed CMP together with any management tools that will be used to apply and monitor this framework.

Environmental Impact Management

Summary of measures that will be taken to ensure that all operations will assess and minimize or eliminate their potential for negative environmental impact. Specific reference should be made, but not be necessarily restricted, to:

Construction materials and methods

Water management

Waste management

Road development

Methods of power and energy generation

3. Marketing

i. A description and/or marketing plan that outlines marketing and sales tools / infrastructure will be developed / used.

ii. An analysis of the marketing and sales activities through which the tools (see above) will be deployed to leverage brand awareness for the park and partnership.

iii. Description of any proposed third-party marketing and partnerships that will be entered into to optimize the business and financial performance of the operation.

Source : Adapted from: Conservation Capital 2016; WBG 2020b.

APPENDIX P. Key Components to Include in CMP Contracts

Appendix P includes a description of key sections that should be included in a CMP contract. Each management contract is different; however, this information can be used as a guide for a CMP contract. Given the difference between bilateral, integrated, and delegated management partnerships, specific recommendations are made for each model. If the CA does not have the internal technical capacity to develop a CMP contract, they should seek external support from a technical expert.

CMP Contract Table of Content

Parties

Background

Definitions / Interpretations

Objectives

Governance Structure

Geographical Area

Delegation of Management

Duration, Start Date, and Renewal

Integration of Staff

Staff Recruitment

Reserved Matters

Donor Funding and Revenue Management

PA Management Roles, and Responsibilities

Non-management Responsibilities

Law Enforcement

Community Relations

Establishing Park Fees

Existing Commercial Relationships and New Concessions / Enterprise Development

Assets

Liability and Indemnity

Conflict Resolution

Performance Review

Termination

Data Ownership

Communication

Other Sections

a. Parties

A description of the parties, their legal structure, address, and identification. A CMP involves:

a. The contracting authority (government agency, ministry, private landowner, company and/or community).

b. A partner with experience and expertise in PA management (NGO or private sector).

b. Background Section (Whereas Clauses)

This section sets the overall context for the agreement.

a. Confirmation that the CA has the legal responsibility over management of the PA.

b. Brief description of the PA, challenges, and opportunities.

c. Confirmation that the private partner has the skills and capacity to support the CA in managing the PA.

d. Reference to the legal framework within the country, which permits CMPs.

e. A statement confirming that both parties agree to work together to enhance the management and ecological, social, and economic sustainability of the target PA.

c. Definitions / Interpretations

Definitions for key words in the agreement.

d. Objectives

A very clear articulation of the principal objectives of the partnership and for the target PA. This section is critical because in the event that there is a conflict or an accusation of nonperformance, the partners will refer to the original objective of the CMP.

e. Governance Structure

A description of the governance model, key decisions to be made by the governance body (special purpose vehicle [SPV] board or committee) and oversight responsibilities of the PA management senior staff. While the governance structure should include adequate representation of the key partners, it should be small and avoid structures that will limit timely decision-making. The governance body has oversight over strategy and senior staff. They should approve the GMP, annual budget and work plan, and longer-term strategies. They should receive biannual reports. This should be explicit in the agreement, with deadlines and responsibility.

Table P.1 outlines the governance elements that should be specified in a CMP contract:

Table P.1 Governance Elements in CMP Contract

Source: Baghai et al. 2018b.

In addition to the main governing body, some CMPs have advisory committees. This enables the inclusion of other key stakeholders, such as community members and NGO partners, and their mandate is to advise and provide nonbinding support to the management entity. While the establishment of an advisory committee may be referenced in the CMP, its creation can be established through a different agreement. Their role and mandate should be very clear to avoid any confusion.

If an SPV is created, there should be a separate section describing the SPV, outlining the name and its branding.

Bilateral	The governance body may be a program management committee (PMC) created at PA authority HQ level involving senior management in the CA and partner.   This section in the CMP contract will also include: ▪     Members of the PMC. ▪     How often the PMC meets. ▪     Process for key decisions and voting procedures (who decides, how and when). ▪     Who serves as the chair and the term duration. ▪     Communication and information sharing mechanisms. For the bilateral CMP in the Simien Mountains NP between AWF and EWCA, the PMC comprises the Director General of EWCA; AWF’s Senior Conservation Director; and a representative of KfW, the donor partner.
Integrated	The governance body in an integrated CMP, where an SPV is formed, is the board of the SPV, which includes equitable representation from the CA and the partner. Some SPV governance boards have independent experts to create an odd number, provide expertise, and split the vote as needed, and some may have community representatives as recommended in this Toolkit. Where there is an even number, the casting vote can be determined by the topic (see Gonarezhou NP example).    The SPV board is normally accountable to the parent ministry of the PA authority and is responsible for providing updates, which is often done through the public partner in the case of an integrated CMP.   This section, for integrated and delegated CMP contracts, should also include: 1.     How often the SPV meets. 2.     Process for key decisions and voting procedures. 3.     Who nominates the chair and duration of role. 4.     Communication and information sharing mechanisms. 5.     Nomination process for trustees. 6.     Duration of terms. 7.     How many terms trustees can serve. 8.     If the trustee role voluntary / paid (in most cases this is voluntary, with some funds for travel provided as needed). The Gonarezhou Conservation Trust (Zimbabwe) (an integrated CMP) is governed by a board of six trustees, nominated in equal numbers by the ZPWMA and FZS, who meet a minimum of two times per year. Trustees serve three-year terms, with the ability to serve two terms. Trustees are not paid for their services. Casting vote in the case of a tie depends on the topic. For example, for an issue pertaining to conservation, the ZPWMA will cast the vote, for an issue on funding, FZS will cast the vote.   The governance structure in Gorongosa NP, an integrated CMP between the ANAC and the Gregory Carr Foundation in Mozambique is referred to as an oversight committee and composed of one representative from each partner.
Delegated	The majority of the board of the SPV is held by the private partner and the minority held by the public partner. The SPV board is normally accountable to the parent ministry of the PA and is responsible for providing updates. Refer to the integrated model section for what should be included in the contract. Akagera Company, Rwanda, a delegated CMP between African Parks and RDB, is governed by a board of seven trustees. Four are appointed by AP and three by RDB. The board chair is the CEO of RDB or an appointee of the CEO. African Parks nominates the CEO of the company. Decisions are made by consensus; otherwise, a vote is taken, one vote per director, with a simple majority to carry the vote.

f. Geographical Area

A clear description of the PA and the geographical boundaries over which the CMP extends. Some CMPs cover the PA and buffer lands, which might include forest reserves or hunting concessions. The partner needs explicit clarity on the coverage of their mandate.

g. Delegation of Management

This section is relevant when an SPV is created and the CA delegates certain management responsibility to the SPV (integrated and delegated CMPs). Management is guided by the governance body (see Section V) and the delegation of management does not impact ownership of the PA. An earlier section of the contract will recognize the SPV or outline how and when the SPV will be created, along with the objective and purpose of the SPV.

h. Duration, Start Date, and Renewal

There are approximately 40 active co-management and delegated CMPs in Africa (excluding Madagascar and South Africa). The longest is 50 years and the shortest is five years. The duration of the agreement depends on the context. The ideal duration of a CMP is 20 years, with the option for renewal based on performance standards. This duration allows for proper park planning, assures and attracts potential investors, and enables long-term donor funding.

The renewal of the agreement is linked to the achievement of key results as verified by an independent auditor (Brugière 2020). The contract should specify when the renewal process should start and who needs to initiate the process and approve the renewal.

i. Integration of Staff

When an SPV is created and staff is integrated under the new legal entity (integrated and delegated CMPs), the basis for integrating the staff needs to be outlined. How and when this is done varies depends on the context but the following is generally recommended (WBG 2020b).

For all senior management positions within the SPV for which designation rights have not been predetermined (i.e., the CEO and the head of law enforcement) the private partner will (within two months of the start of the term) provide job descriptions for which the public partner will have an opportunity to submit nominee resumes. These will be assessed by the private partner together with a state partner designated human resource (HR) professional for final determination by the private partner. Any position for which a public partner’s nominee is not selected will be subsequently filled on the open market at the CEO’s election.

With respect to the wider HR establishment, the private partner will decide (within six months of the start of the term), which of any existing state partner employees will be suitable for retention within the SPV. Those that are retained will be seconded by the state to the SPV with the remainder being redeployed by the public partner elsewhere and the remaining outstanding positions being filled on the open market by the private partner.

For any new position created by within the SPV, the public partner will be given a right to nominate candidates.

If feasible, the PA authority pays the salaries and benefits on seconded staff as their contribution to the project. Where this is not feasible, the SPV will be required to remunerate the public partner for all seconded staff and the public partner will be required to notify the private partner in advance of any salary increments of seconded staff for incorporation into annual budgets.

The state partner will not have the right to unilaterally promote or terminate any staff seconded to SPV.

The private partner will have a right to transfer back to the state partner any nonperforming staff seconded to the SPV.

j. Staff Recruitment

CMP contracts should give preference to hiring from the local community and should prescribe the number of expatriates to be recruited.

k. Reserved Matters

Listing of the reserved matters over which the public partner will have a sole right of discretion or veto. This is contextually specific but is likely to include: naming rights over the target PA; security management issues; and changes to preexisting concession arrangements or contracts.

l. Donor Funding and Revenue Management

This section outlines key funding aspects, such as who is responsible for supporting the operating budget, what happens if fundraising or development of revenue sources is not successful, how is revenue collected at PA level, and how is revenue managed. This section should refer to a business plan or budget that is included in the appendix of the CMP contract and outlines specific funding obligations of each party. In general, the private partner takes the lead in fundraising, financial management, and revenue development, but the contract should stipulate how the parties coordinate on fundraising.

Bilateral

The CA will generally pay public staff salaries and the partner commits to paying certain operational costs. It is important to indicate how much the partner is responsible for per annum and what happens if they do not succeed in raising the funds. In most cases, if funding is not raised, the governance body should be notified, and annual budgets adjusted. However, if this happens in subsequent years and there is no likely prospect for funding, the CA may consider canceling the CMP contract.

Integrated / Delegated

Costs are covered by the SPV. Within the SPV, the partner in most cases commits to raising a certain amount of money for operations and developing revenue models. As with bilateral agreements, it is important to indicate how much the partner is committing to raise and/or generate through enterprise development and what happens if they do not succeed in raising/generating the funds. In some cases, the public partner pays for salaries of seconded staff, which can be used for leverage in raising funds, as donors like to see a government contribution and view this as a strong sign of commitment.

Revenue retention

Retaining revenue at the PA level is important for ensuring capital is reinvested in the PA, incentivizing performance, and attracting investors. Revenue retention at the PA level may include a percentage that goes to the CA. Most CAs support non-functional PAs with revenue from functional PAs; therefore, this needs to be considered when developing a revenue model for the CMP. The amount that goes to the CA may increase after the initial development and stabilization period, which normally requires significant capital and varies depending on the PA. The CMP contract will stipulate in the event of a surplus, the percentage that goes to the CA to create a net benefit for the entire PA estate. Some general recommendations follow.

a. Revenue (which should be clearly defined in the definitions section of the contract and generally includes PA entry fees, tourism concession fees, and other user fees) will be collected at PA level and sent to the CA HQ in a bilateral CMP or retained at PA level in an integrated and delegated CMP.

b. If revenue is retained at PA level the following needs to clearly outlined:

i. How revenue is collected and managed.

ii. What percentage, if any, goes to the CA HQ. In the Democratic Republic of Congo, for example, the CMP contract stipulates that an annual payment “fixed by mutual agreement” is made to ICCN (Brugière 2020).

iii. Other revenue allocation obligations (for example, if there is a formal community revenue share program, such as in Rwanda where 10 percent of all park revenue goes to communities).

iv. How revenue is spent at PA level. This is normally guided by an annual budget that is approved by the board, which includes PA management and clearly defined community programs.

v. If there is a surplus after management and other approved budget costs are covered, how “profit” is allocated. A percentage should go into a reserve fund that will be used for future management costs in the event of a crisis, such as COVID or political conflict, and whose management is defined in the definition section (the reserve fund should cover a minimum of two years of operations). Thereafter, it could be split between the partner and the PA authority for conservation management of other PAs (see Appendix H).

C. Which party is responsible for tax obligations and insurance. In a bilateral CMP, each party is generally responsible for their own tax and insurance costs. In an integrated and delegated CMP, the SPV covers these costs.

Audit procedures and any financial reporting obligations. Financial reports are generally provided to the SPV board in the case of an integrated or delegated CMP and to the PMC in the case of bilateral CMP every six months at a minimum in addition to the annual audit.

A 10-year management budget should be included in the appendix of the CMP contract (see Appendix J).

XIII. Management Responsibilities

Table P.2 includes management elements that should be specified in the CMP contract. The contract needs to be very clear in terms of who has ultimate responsibility for each aspect.

Table P.2 Elements of Management in CMP Contract

Source: Baghai 2018b.

With all models, management should be guided by a GMP, which is ideally developed by both partners. When the GMP already exists, it should be reviewed by both partners and when needed updated as part of the CMP. If a GMP (normally covering 10 years) does not exist and it will take a while for development and adoption, a five-year management plan and budget should be jointly developed and followed.

Bilateral

As opposed to the integrated / delegated CMP, in a bilateral CMP, there are two independent entities working side by side in the PA. It is essential that roles and responsibilities are clear, as well as who makes key decisions. o      The PA manager continues to oversee management of the PA, working closely with the technical advisor (TA) appointed by the private partner. b.     A PMC is created to coordinate and oversee PA management, which includes at a minimum the PA manager and the TA, and other key staff. c.      The PMC jointly develops an annual work plan and budget (which is ideally nested under a five-year work plan and budget and a GMP) that goes to the governance entity for approval. d.     The following should be included in the CMP agreement: a. Roles and responsibility of the PA manager. b. Roles and responsibility of the TA. c. Composition of the PMC. d. Terms of Reference for the PMC. e. How often the PMC meet. f. Key decisions made by the PMC, the PA manager and the TA. If joint decisions are made, the process must be clearly outlined. g. When the annual work plan / budget is developed and shared with the PMC. Staff Retention One of the challenges with a bilateral CMP is the retention of qualified PA public staff. Funding by the private partner might be used to train staff and then the CA transfers these qualified and newly trained staff to another PA. Staff changeover in the CA will delay progress and is problematic for continuity. While a partner does not want to limit growth of key CA staff, it is reasonable for the private partner to request senior staff retention of qualified individuals for three years. The alternative is that the CA consults with the partner if senior staff are to be transferred. This however does not legally enable the partner to stop a staff transfer.

Integrated / Delegated

1)     The partner appoints the CEO and ideally, the PA manager should be second in command, assuming adequate capacity. This will enable the transfer of knowledge to the CA long-term. If the existing PA manager does not have capacity for this post, the CA should find a replacement who is vetted by the private partner. 2)     Law enforcement staff (see Section XV). 3)     The CEO will make all other management appointments in delegated CMPs. 4)     In an integrated CMP, management positions, such as HR, community engagement, finance and operations, and tourism management should be split between the private partner and the CA, depending on capacity. 5)     A PMC may be created, composed of the top three staff, to coordinate management and day-to-day operations. 6)     The CEO is responsible for the development of an annual work plan and budget, (which is ideally nested under a five-year work plan and budget, and a GMP), which goes to the SPV board for approval. The CEO may develop the annual work plan with the PMC and other relevant staff. 7)     The SPV will develop SOPs, policies, and operational procedures. To the extent possible, these should mirror the policies of the CA to ensure consistency and ease in the case of transfer back to the PA authority (see CMP Best Practice Appendix F). 8)     The following must be included in the CMP agreement: 1)     Roles and responsibility of senior staff. 2)     Composition of the PMC. 3)     Terms of reference for the PMC. 4)     How often the PMC meets. 5)     Deadlines for annual budgets and reports. All staff report to the SPV; therefore, the roles and responsibility section of an integrated / delegated CMP contract outline the roles of key staff, such as the CEO of the SPV. The senior management of the integrated Gonarezhou Conservation Trust (see Appendix D, Figure D.1) consists of three key staff: trust director, area manager, and finance and administration manager.   In Salonga National Park in the Democratic Republic of Congo, a CMP between WWF and ICCN, the CMP contract specifies the distribution of the six heads of department between the two partners (three for each partner) (Brugière 2020).

14. Non-Management Responsibilities

In addition to outlining management roles and responsibilities (see Section XIII), other obligations should be specified, some examples below.

Both parties shall:

● Share information promptly and openly.

● Ensure staff of each respective organization understand the nature of this agreement.

● Ensure lessons learned are shared with the public partner for cross-site learning within the agency.

● Operate in good faith.

The CA shall:

1. Help the partner as needed with immigration documents for staff as needed.

2. Support the partner in securing any kinds of required approvals from the government, which may relate to the CMP and the partner’s ability to fulfill its obligations under the CMP.

3. Support any restocking of wildlife, including facilitating the required permits.

4. Where feasible provide tax exemption on procurement and grant funding, as well as incentives for investors in the project, such as tourism investors.

The Partner shall:

a. Provide technical expertise to the PA authority network on PA planning, management, and operations; tourism development, etc.

b. Maintain operations in full compliance with the laws of the country.

c. Build capacity of the CA staff in ecological monitoring, PA planning, etc.

Bilateral

The CA shall: 1.     Provide the partner with office space at no cost at the park office and / or at the PA authority HQ. b.     Grant full and free unfettered access to the partner to the PA.

15. Law Enforcement

Given the legal aspects around law enforcement such as the right to arrest poachers, for example, this section outlines who has the responsibility for law enforcement within the PA, who bears the liability, and any procedures. Law enforcement and security is a function of the state, and this is a dynamic that must be proactively respected within any CMP arrangement. The very nature of a CMP is the allocation of certain responsibilities and rights to a partner. However, law enforcement undertaken by the private partner without the requisite legal authorization can pose serious liability for the private partner. The government needs to consider the most suitable mechanism for ensuring law enforcement is effectively implemented in a CMP while respecting the legal framework of the country and preventing liability risks.

Bilateral

In most bilateral CMPs, the CA continues to maintain full responsibility and liability for law enforcement. The partner may support this, but the PA manager or law enforcement officer, if this exists, has the primary responsibility.

Integrated / Delegated

While the SPV employs all staff, in most cases, the CA appoints the law enforcement lead and/or the CA seconds law enforcement staff to the SPV. Likewise, the law enforcement staff will continue to be employed by the CA and formally seconded to the SPV; giving them the ability to retain the required rights of a public servant, but requiring them to be part of the unified SPV and in some cases report to the private partner in the form of the CEO. In some cases, the CA may choose to allocate full responsibility and oversight to the private partner because of the situation in the field.

16. Community Relations

The engagement of stakeholder communities is vital to the success of a CMP. The CMP contract should outline who is responsible for community relations, depending on the capacity of each party. If the private partner in a bilateral CMP is responsible for engaging with the community and overseeing community development, there must be a clear coordinating mechanism with the CA so that communities draw the direct linkage between community benefits to the PA. A representative of stakeholder communities should be considered for representation on the governance structure or advisory board, and they can help determine how community engagement and communication is undertaken. Compliance with social safeguards should also be referenced in this section.

17. Park Fees

In some countries, the CA sets the PA entrance fees, while in other countries, such as Ethiopia, the national government sets the PA entrance fees. PAs in East and Southern Africa in particular generate the majority of their revenue from entrance fees; therefore, setting appropriate entrance fees that reflect the product is critical to attracting visitors and supporting PA management.

Bilateral

The CA sets the entry fees. However, the partner should support and advise the CA on determining the appropriate park fees and submitting the request with justifications and comparisons from other PAs. Fees for a particular PA should take into consideration other park fees in the country. Kenya’s parks are grouped in different categories to reflect the product and experience, and price. Any changes to entrance fees in one park should be consistent with the national structure, to the extent feasible (see Table P.3). Table P.3. Kenya Park Fees

Integrated / Delegated

If the CA is able to set the entrance fee rates, this right will be granted to the SPV. Similar to bilateral CMPs, the rates should be reflective of the product and experience, and consistent with the national PA system where feasible. While the SPV board may approve the recommended entrance fee rate, in most cases the CA will need to take responsibility to gazette the rates, which should be stipulated in the contract.

18. Assets

This section outlines who owns any assets that are acquired during the CMP.

Bilateral

Assets acquired by the partner with funding raised by the partner for the CMP, may be donated to the CA and used by the partner (agreed in a donation agreement) or used by the partner for the duration of the CMP and donated at the end of the CMP to the CA.

Integrated / Delegated

Assets acquired using funds generated through the CMP will be owned by the SPV and in most cases retained at park level once the CMP is complete. The following is recommended (WBG 2020b):  a.     At the commencement of the term the public partner will provide the private partner with an inventory of all operating assets allocated to the target PA and the CA will select those it wishes to retain. Retained assets will be transferred to the SPV and assets not retained will be redeployed elsewhere by the public partner. b.     Disposal of any assets belonging to the CA during the CMP must be approved by the CA and if sold, the allocation of proceeds should be agreed prior to the sale, with funds going, in most cases, to either the SPV or the CA. c.      All retained assets and any new assets acquired by the SPV shall become the responsibility of the SPV in terms of deployment and maintenance during the term. d.     At the end of the term all operating assets will revert to the public partner at no charge (unless instructed otherwise through a donor agreement, which may be the case for special assets acquired by the partner through donor funding). e.     Any retained assets previously owned by the public partner that are disposed of during the term shall be disposed of with consent of the public partner and in line with relevant regulations in force for the disposal of state-owned assets; all proceeds shall be reinvested in the SPV. f.      In the event that the agreement is terminated as a result of a material breach by the private partner then all assets acquired by the SPV during the completed term will vest with the public partner. In the inverse, all assets acquired by the SPV during the completed term will vest with the private partner and the public partner will commit to facilitating their removal from the target PA.

19. Liability and Indemnity

Bilateral	Each party bears the responsibility for liability and indemnify the other.
Integrated / Delegated	Each party bears the responsibility for liability and indemnify the other, and in addition, both parties indemnify the SPV.

20. Existing Commercial Relationships and New Concessions / Enterprise Development

This section of the contract will outline how the parties engage with existing tourism and other commercial partners, and how future concessions are granted. Any future tourism concessions should be guided by a tourism plan that includes zonation and identification of suitable tourism facilities and a business plan that is nested under the GMP. Other non-tourism related concessions should also be guided by the GMP and zonation plan.

Bilateral

The public partner holds the existing concession contracts and will maintain these relationships. They will also hold future tourism contracts. Tourism development, if structured properly, can generate revenue for the PA. Tourism development and management expertise is a unique skill set that that partner can bring. They can help develop a tourism plan and a tendering process, help the public partner vet suitable operators, and support the development of contracts that generate revenue for the PA. Bilateral The public partner holds the existing concession contracts and will maintain these relationships. They will also hold future tourism contracts. Tourism development, if structured properly, can generate revenue for the PA. Tourism development and management expertise is a unique skill set that that partner can bring. They can help develop a tourism plan and a tendering process, help the public partner vet suitable operators, and support the development of contracts that generate revenue for the PA. 21. Audit and Evaluation Clear timelines, responsibilities, and processes for reporting are outlined for M&E and auditing. The management team generally does M&E and an external expert agreed by both parties should complete the audit. M&E should be done on an annual basis by the CMP management team on: the performance of the CMP on conservation, social, and ecological targets; and on compliance with the obligations of the contract. There are a suite of M&E tools, such as the Management Effectiveness Tracking Tool and the Integrated Management Effectiveness Tool, which can be used by the management team to track progress. Reports are provided routinely to the board, in the case of integrated and delegated CMPs, and the committee, in the case of bilateral CMP. ● At a minimum, every three years, an external auditor should review the CMP. The auditor should be an internationally recognized PA management expert and jointly selected and agreed upon by the partners. In the CMP contract, both parties should agree to the outcome of the audit. The audit should assess and appraise the implementation and compliance by each partner of their respective obligations contained in the CMP contract, and evaluate the general performance and achievement of the CMP’s intended goals and objectives. The auditor should make specific recommendations for areas of improvement. ● The M&E or the audit process may determine that targets are not being met or either party is not fulfilling their obligations. In this case, the contact should refer to the dispute mechanism (see Section XXII). 22. Conflict Resolution In the event of a conflict, the CA and the partner should use all efforts to settle the dispute amicably through negotiations. A timeframe should be established, such as 60 days, for said negotiation, and if unsuccessful, it will trigger the next phase of the conflict resolution process. If the conflict is at PA level, they should try to resolve it at park level. If unsuccessful after a certain period clearly defined in the contract (30 days), the conflict should be brought to the PMC or the SPV board. If the conflict cannot be resolved through negotiations, the parties should undertake arbitration. The parties should agree to an arbitrator and the outcome shall be binding. The termination of a CMP agreement should be considered a last resort. This will require the closeout of the partnership, guided by the contract, and the PA authority would need to decide if they will resume direct management or try to attract another partner. 23. Performance Review On an annual basis, the SPV and/or the PMC will review performance, budgets, and deliverables. This will take into consideration the M&E as well as any audits. 24. Data Ownership This section outlines who owns data that is collected during the CMP, such as ecological data, i.e., wildlife numbers, ecological threats, and land use change data. Bilateral All data should be owned by and stored with the CA. The partner should have full access to the data and any publication of the data should be guided by communication guidelines (see Section XXV). Integrated / Delegated All data should be owned by and stored with the SPV.

Integrated / Delegated

Existing contracts are held by the public partner. The public partner shall consult with the partner prior to any amendment and the partner shall have the right to review any amendments and contracts. Future concessions: ●      The SPV shall have the right, in close consultation with the public partner, to grant concessions in the PA. This must be done in compliance with a tourism and business plan that has been approved by the SPV and the GMP, and in close coordination with the public partner. ●      The public partner shall agree that once the CMP contract expires, they will honor the concession agreements and renew them, if performance has been favorable, as per the concession agreement. ●      The SPV shall have the rights to ecosystem services, including but not limited to carbon rights, water rights, non-timber forest rights, and biodiversity offset rights, and shall have the right to develop commercial opportunities around these natural assets.

21. Audit and Evaluation

Clear timelines, responsibilities, and processes for reporting are outlined for M&E and auditing. The management team generally does M&E and an external expert agreed by both parties should complete the audit.

M&E should be done on an annual basis by the CMP management team on: the performance of the CMP on conservation, social, and ecological targets; and on compliance with the obligations of the contract. There are a suite of M&E tools, such as the Management Effectiveness Tracking Tool and the Integrated Management Effectiveness Tool, which can be used by the management team to track progress. Reports are provided routinely to the board, in the case of integrated and delegated CMPs, and the committee, in the case of bilateral CMP.

● At a minimum, every three years, an external auditor should review the CMP. The auditor should be an internationally recognized PA management expert and jointly selected and agreed upon by the partners. In the CMP contract, both parties should agree to the outcome of the audit. The audit should assess and appraise the implementation and compliance by each partner of their respective obligations contained in the CMP contract, and evaluate the general performance and achievement of the CMP’s intended goals and objectives. The auditor should make specific recommendations for areas of improvement.

● The M&E or the audit process may determine that targets are not being met or either party is not fulfilling their obligations. In this case, the contact should refer to the dispute mechanism (see Section XXII).

22. Conflict Resolution

In the event of a conflict, the CA and the partner should use all efforts to settle the dispute amicably through negotiations. A timeframe should be established, such as 60 days, for said negotiation, and if unsuccessful, it will trigger the next phase of the conflict resolution process. If the conflict is at PA level, they should try to resolve it at park level. If unsuccessful after a certain period clearly defined in the contract (30 days), the conflict should be brought to the PMC or the SPV board.

If the conflict cannot be resolved through negotiations, the parties should undertake arbitration. The parties should agree to an arbitrator and the outcome shall be binding.

The termination of a CMP agreement should be considered a last resort. This will require the closeout of the partnership, guided by the contract, and the PA authority would need to decide if they will resume direct management or try to attract another partner.

23. Performance Review

On an annual basis, the SPV and/or the PMC will review performance, budgets, and deliverables. This will take into consideration the M&E as well as any audits.

24. Data Ownership

This section outlines who owns data that is collected during the CMP, such as ecological data, i.e., wildlife numbers, ecological threats, and land use change data.

Bilateral	All data should be owned by and stored with the CA. The partner should have full access to the data and any publication of the data should be guided by communication guidelines (see Section XXV).
Integrated / Delegated	All data should be owned by and stored with the SPV.

25. Communication

This section outlines the rights of both partners to communicate the work of the CMP and their role within it. Communications should acknowledge that the public partner is the overarching custodian of the target PA and working in partnership with the private partner.

This section will also outline policies around external communication, such as:

Use of logos in the PA and in materials. In principle both logos should be included, as well as a partnership logo if created.

Recognition of both parties in materials.

Approval of any communications prior to publication (guidelines should be developed so that unnecessary approvals are not required).

Recognition of the parties in scientific publications.

Allowing the partner to display their logo in appropriate locations and in compliance with the PA branding guidelines.

A communication plan will be developed by both parties to guide communications.

26. Social and Environmental Standards

The CMP agreement should clearly outline how the CMP will meet international ESS (see Chapter 6). In addition, the obligation of the partners to use their best possible endeavors to honor environmental covenants in the execution of its operations within the CMP. These covenants should be incorporated into the contract. Some examples are listed below and will depend on the context.

Sample environmental covenants, to:

● Comply with international environmental safeguards and standards.

● Promote the use of sustainable energy and energy efficiency technologies across its operational base.

● Promote sustainable water use and related technologies across its operational base.

● Promote the use of reduce, reuse, and recycle practices across its operational base.

● Promote the use of sustainable waste management technologies and practices across its operational base.

● Limit visual, light, and noise pollution across its infrastructural design and operational base.

● Limit the use of chemicals and pesticides across its operational base.

● Not interfere with any natural watercourses or natural vegetation within the target PA without the approval of the PA authority.

● Develop and enforce compliance with an environmentally driven code of conduct applicable to all operations within the target PA.

Sample social covenants

Comply with international environmental safeguards and standards.

Promote local employment (including local contractors) wherever possible within the SPV and its operations.

Promote the use of local supply chains wherever possible across its procurement needs.

Promote gender diversity across its employment and contractor base and including within its main board of directors.

Promote the engagement of youth wherever possible within its operational base.

Develop and enforce compliance with a comprehensive set of health and safety protocols across its operational base.

Promote best-in-class worker welfare standards across its employee and sub-contractor base.

27. Termination

A CMP contract may be terminated, prior to the expiration of the contract, by:

a. Agreement in writing by both parties.

b. Material breach by the partner, in which case assets would go to the CA.

c. Material breach by the CA, in which case assets would go to the partner.

d. If either party is unable to fulfill their obligations (linked to the annual review as per Section XXIII), such as raising adequate funding.

28. Other Sections to Include in a CMP Contract

a. Force Majeure

b. Assignment to Other Parties. The assignment of a CMP agreement must be with the express written permission of the CA.

c. Notices. How (mail, email, fax) and to whom communication should be directed for each party.

d. Non-representation. The agreement should reflect that the parties are in a partnership, however, they do not have the right to represent the other party.

e. Amendments. Amendments should be only allowed with the written approval of both parties.

f. Entirety of Agreement. This CMP agreement shall replace any and all prior agreements. For example, a CA and a partner may have been operating under an MOU, the CMP contract shall make that null and void.

g. Governing Law. The CMP agreement shall be governed by the law of the country where the PA is located.

Partner NGOs.

This section should stipulate how decisions are made regarding the role of other NGOs and partners in the PA; i.e., who decides and how activities are coordinated. In general, with delegated and integrated management CMPs the CEO of the SPV makes this decision. In bilateral CMPs, the PA manager will make this decision in consultation with the PMC; however, the CMP may stipulate that the partner will have approval of any NGO whose expertise is similar to that of the partner.

APPENDIX Q. Environmental and Social Management System Eight Core Principles

EESMs are generally guided by principles. Below is an example of eight core principles.

Principle on Taking a Rights-based Approach. A rights-based approach guides an organization to respect, protect, and promote the fulfillment of human rights. The most prominent set of global human rights standards is the human rights framework in the Universal Declaration of Human Rights and the two international Covenants on Civil and Political Rights and on Economic, Social, and Cultural Rights. This principle implies the promotion of “conservation with justice.”

Principles on Protecting the Needs of Vulnerable Groups. Protecting the needs of vulnerable groups and attention to the root causes of vulnerability is important in identifying, avoiding, and mitigating adverse social and environmental impacts and in identifying opportunities to enhance social and environmental livelihood conditions.

Principle on Gender Equality and Women Empowerment. Gender equality and women empowerment are integral to realizing human rights and social justice. This principle helps mainstream gender equality and women empowerment by prioritizing gender-responsive measures throughout programs and assessing the potential implications, benefits, and risks for women and men of any planned action.

Principle on Stakeholder Engagement. Meaningful, effective, and informed participation of stakeholders in the development and implementation of projects is essential. Engaging stakeholders as early as possible is important to understand their views and interests, establish a constructive relationship with relevant parties, and enable stakeholders to take ownership of the project (see Box 6.2).

Principle on Free, Prior, and Informed Consent. FPIC (see Box 6.3) is the right of a party with legitimate rights to their lands, territories, and resources to freely grant authorization to another party, within existing legal frameworks (including customary law), for the execution of certain activities that implies access to, and use of, tangible or intangible resources of the party granting authorization, or that may affect such lands, territories, and resources.

Principle on Accountability. To guarantee that the principles, standards, and review procedures are consistently followed in project design and implementation, an organizational structure should be in place to operationalize the ESS systems and mechanisms to assure internal control and enforcement of compliance. Accountability is further reinforced by actively enabling feed-back from external parties.

Principle on the Precautionary Principle. If knowledge gaps or uncertainties exist about potential environmental or social impacts, a project will be conservatively assigned a higher-risk level to allow for a rigorous and participatory assessment. If, after the assessment, uncertainty about adverse social or environmental impacts persists, either major design changes will be undertaken or the project will be cancelled.

Principle on Precedence of the Most Stringent Standards . Procedures and standards will be applied in conjunction and in compliance with applicable legislation of the host country concerning environmental and/or social assessment and human rights, social, and gender equity matters including laws implementing the host country’s obligations under international laws. If an organization’s standards and procedures are more stringent than those of national laws and regulations, or of financier standards, the organization should adhere to the more stringent standards and procedures.

(IUCN 2016)