REQUEST FOR EXPRESSIONS OF INTEREST
(CONSULTING SERVICES – FIRMS SELECTION)

Country: 		Ukraine
Project: 		Public Finance Management Support Programme for Ukraine 
Grant:			TF0B6630
Assignment Title:  	Developing Methodology for State-Owned Enterprises (SOEs) Performance
                                    Assessment and Staff Training
Reference No.:	ME-CQ-2

Ministry of Economy of Ukraine (MOE) has received financing from the International Bank for Reconstruction and Development and International Development Association (“World Bank”), acting as administrator of the grant funds provided by the European Commission on behalf of the European Union (“Donor”) under Part III of the European Commission-World Bank Partnership Programme for Europe and Central Asia Single-Donor Trust Fund (TF073423) for the implementation of Public Finance Management Support Programme for Ukraine Project and intends to apply part of the proceeds for consulting services. The Letter of Agreement for Grant TF0B6630 was signed between Ukraine and the World Bank on 9 February 2022 (the "Letter of Agreement").

The consulting services (“the Services”) include: 
i)	the development of three new methodologies: for performance assessment of SOEs, performance assessment of SOEs’ supervisory boards, and assessment of efficiency of exercising state ownership, 
ii)	the development of drafts of legal and regulatory instruments required for the implementation of the above-mentioned methodologies, and 
iii)	training the staff of the MoE and other ownership entities on the use of the developed methodologies. 

The estimated timeframe for the assignment is thirty-three weeks from May 2024 to November 2024.

The detailed Terms of Reference (TOR) for the assignment are attached to this request for expressions of interest.

The MoE now invites eligible consulting firms (“Consultants”) to indicate their interest in providing the Services. Interested Consultants should provide information demonstrating that they have the required qualifications and relevant experience to perform the Services. 

The shortlisting criteria: 
The Consultant should be a firm knowledgeable in performance assessment of SOEs, their governing bodies and ownership entities, and experienced in corporate governance issues, particularly in SOEs. 
The Consultant, as a firm, shall meet the following qualifications and experience requirements:
Mandatory requirements: 
●	At least last 10 years of relevant professional consulting experience, including experience in performance assessment of enterprises, their governing bodies and ownership entities and similar tasks in Central and Eastern Europe.
●	Experience in developing/revising methodologies, guidelines, draft legislation, as well as conducting business process analyses;
●	Experience of financial analysis and modelling for big companies;
●	Strong knowledge of international corporate governance standards, including standards for SOEs;
●	Availability of relevant staff and resources to carry out the required work, including access to international knowledge base;
●	Knowledge of practice and policy on state-owned enterprises in Ukraine.
●	Experience in conducting trainings with confirmation of participants' results;
●	The consultant must have at least the following experts in its team: a corporate governance specialist, a financial analyst, an expert accountant, all with at least 5 years of relevant practical experience.
Desirable requirements:
●	Experience in preparing and implementing programs and projects with donor organizations and / or international financial organizations, in particular on the governance of state-owned enterprises;
●	Experience of cooperation with the Ministry of Economy and / or other central executive bodies on the implementation of reforms in Ukraine;
●	Experience in developing business performance assessment methodologies.
Key Experts will not be evaluated at the shortlisting stage.

The attention of interested Consultants is drawn to Section III, paragraphs, 3.14, 3.16, and 3.17 of the World Bank’s “Procurement Regulations for IPF Borrowers” dated November 2020 (“Procurement Regulations”), setting forth the World Bank’s policy on conflict of interest.

Consultants may associate with other firms to enhance their qualifications but should indicate clearly whether the association is in the form of a joint venture and/or a sub-consultancy. In the case of a joint venture, all the partners in the joint venture shall be jointly and severally liable for the entire contract, if selected.

A Consultant will be selected in accordance with the Consultant’s qualifications-based selection (CQS) method set out in the Procurement Regulations.

Further information can be obtained at the address below during office from 09:00 to 17:00 Kyiv time.

Expressions of interest must be delivered in a written form in Ukrainian and in English to the address below (in person, or by courier or by mail, or by e-mail) by February 27, 2024.

Expressions of interest shall be marked in the subject line: " TF0B6630: ME-CQ-2: Expression of Interest".

Ministry of Economy of Ukraine
12/2, Grushevskogo Str., Kyiv, 01008, Ukraine
Tel: +38(044) 200-47-42, +38(044) 596-68-03
E-mail: omaksimov@me.gov.ua, ovechkin@me.gov.ua with mandatory copy to okhrimenko@me.gov.ua, vshpytalna@me.gov.ua.  

Annex: Terms of reference No. ME-CQ-2

Ministry of Economy of Ukraine
Project: Public Finance Management Support Programme for Ukraine/ Grant # TF0B6630
Part C. Better Governance and Oversight of State-owned enterprises

TERMS OF REFERENCE 
for Consulting Services 

for Developing Methodology for SOEs Performance Assessment and Staff Training
(contract reference: ME-CQ-2)

I.	BACKGROUND
Ukraine has received financial assistance from the International Bank for Reconstruction and Development and International Development Association (“World Bank”), acting as administrator of the grant funds provided by the European Commission on behalf of the European Union (“Donor”) under the EC - World Bank Partnership Program Part III for Europe and Central Asia Programmatic Single-Donor Trust Fund (TF073423) in an amount of three million eight hundred nine thousand Euro (EUR 3,809,000) (“Grant”) toward the cost of Public Finance Management Support Programme for Ukraine Project. The Letter Agreement regarding the Grant TF0B6630 was signed between the Ukraine and the World Bank on February 9, 2022 (“Letter Agreement”). 
The Project is aimed to better manage public resources and consists of four parts: Part A “Country-wide launch of the HRMIS” (Project`s Part A), Part B” Enhancing Public Investment Management” (Project’s Part B), Part C “Better Governance and Oversight of State-owned enterprises” (SOEs) (Project’s Part C), and Part D “Project Management and Implementation Support”. The current closing date of the Project is June 11, 2025.
The Ministry of Economy of Ukraine (MoE) who is the Grant’s Recipient on behalf of Ukraine is also responsible for the implementation of Project`s Parts B, C, and partly D (Project), the total amount of which is nine hundred forty-two thousand Euro (EUR 942,000).
The MoE (Client) is the main body in the system of central executive authorities of Ukraine that ensures the formation and implementation of state policy in the field of state property management. 
One of the priorities of the Government of Ukraine and the MoE is to implement reforms in the field of state property management, which is carried out in the following areas: corporate governance; privatisation of state property; and effective management of state property.
Currently there are more than 3 thousand SOEs in the state’s portfolio and 76 ownership entities represented by various ministries and other executive authorities.
The MoE controls the performance of state property management functions by management entities by conducting a unified monitoring of the effectiveness of state property management (hereinafter referred to as monitoring) and provides methodological and regulatory support for monitoring and evaluation of the effectiveness of state property management. 
The MoE performs these functions based on the following two documents approved by the Cabinet of Ministers of Ukraine on 19.06.2007 No. 832: The Procedure for Controlling the Performance of Functions on the Management of State-Owned Property Objects and the Criteria for Determining the Efficiency of Management of State-Owned Property Objects. 
The MoE has also developed Methodological Recommendations for the application of the criteria for determining the efficiency of management of state-owned objects, approved by Order of the Ministry of Economic Development and Trade of 15.03.2013 No. 253 (hereinafter - the Methodological Recommendations).
The purpose of the monitoring is to collect, accumulate and analyse information on the performance of state property management functions by management entities; timely identification of low-profit enterprises; and submission of reasonable proposals aimed at improving the efficiency of public sector management.
Currently, monitoring is carried out at three levels:
- by business entities in relation to state-owned objects;
- by management entities in relation to business entities;
- by the MoE to monitor the performance of functions related to the management of state-owned objects by management entities.
To improve the governance of state-owned companies while increasing the transparency of their performance, the Draft Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine on Improving Corporate Governance of Legal Entities in Which the State is a Shareholder (Founder, Participant)" (Reg. No. 5593-d of 06.07.2021) has been prepared and currently expects for the second reading in the Verkhovna Rada of Ukraine. The Draft Law complies with the OECD Corporate Governance Guidelines and considers the European Bank for Reconstruction and Development’s (EBRD) proposals. 
As a part of the Project’s activities aimed at improving and enhancing the management and oversight of state-owned enterprises (Part C of the Project), the MoE intends, inter alia, to i) improve the assessment of the performance of state-owned enterprises; ii) improve the assessment of the effectiveness of management of state-owned objects; and iii) introduce an assessment of the performance of supervisory boards.
Considering the above and with an aim to optimize the data collection and improve the decision making based on analysis of data, the MoE would like to align its current SOE related approaches and methodologies with those used by International Financial Institutions (such as IMF, EBRD, WB and others) to assess the effectiveness of SOEs sector in Ukraine and monitor its progress.
To perform these tasks, the MoE is going to contract through a competitive selection an experienced consulting company to provide relevant services on development (improvement) of methodologies for SOEs performance assessment and staff training as set out in this Terms of Reference (ToR).

II.	OBJECTIVE OF THE ASSIGEMENT
The objective of this assignment is to provide support to the MoE in improving the current methodological approach(es) used for the oversight of state-owned enterprises through i) developing three new methodologies for performance assessment of SOEs and their supervisory boards, and for assessment of efficiency of exercising state ownership and relevant legal framework, and ii) relevant staff training.  

III.	SCOPE OF SERVICES, TASKS, AND EXPECTED OUTCOMES

The Consultant shall provide the following services during the assignment:
(1) Development of methodologies
•	Develop a methodology for assessment the performance of state-owned enterprises;
•	Develop a methodology for assessment of efficiency of exercising state ownership;
•	Develop a methodology for assessment the performance of supervisory boards;
These methodologies should be based on the best international practices, OECD principles, and indicators used by international financial institutions (EBRD, World Bank, etc.).
The abovementioned methodologies should include, inter alia:
▪	lists and descriptions of criteria and indicators, on the basis of which the performance / efficiency is assessed;
▪	formulas and data sources for calculation of such indicators/criteria;
▪	the necessary forms to collect information;
▪	description of process/procedure (workflow) of data gathering and performance / efficiency assessment. 

The objective of the methodologies is to improve the understanding and knowledge of the entities involved in the SOE governance and guide them through the various stages of oversight in accordance with their roles. The methodologies should show how the process of performance management of state-owned enterprises can comprehensively assist in the timely identification of underperforming enterprises (e.g. loss making); making reasonable proposals aimed at improving the efficiency of public sector management.

The Consultant shall perform this task as follows: i) develop draft methodologies, present and discuss them with the MoE, ii) conduct roundtables with stakeholders to discuss and receive practical comments on the proposed approaches to performance/management assessment, iii) conduct case study testing of the methodology, and iv) finalise the methodologies based on the comments received.

The MoE is considering the possibility of approving three methodologies that will regulate three interconnected streams separately with formalizing these by a single legal document. The Consultant is expected to propose the approach for structuring the methodological documents and their legal formalization for the MoE’s consideration and decision.

(2) Development of drafts of legal and regulatory instruments 
•	 Develop drafts of legal and regulatory instruments (legal acts, regulations, resolutions, orders etc.) necessary for implementation of the above-mentioned methodologies;

At least the following legal acts should be reviewed (amended/cancelled and new ones developed): 
- Resolution of the Cabinet of Ministers of Ukraine No. 832 dated 19.06.2007 "On Approval of the Procedure for Control over the Performance of Functions on Management of State-Owned Property Objects and Criteria for Determining the Efficiency of Management of State-Owned Property Objects";
- Order of the Ministry of Economic Development and Trade of Ukraine No. 253 dated 15.03.2013 "On Approval of the Methodological Recommendations for Application of Criteria for Determining the Efficiency of Management of State-Owned Property Objects";

If necessary, other legal acts regulating certain legal relations in the field of management of state-owned objects and not complying with the proposed methodological approaches to assessing the performance of state-owned enterprises, evaluating the effectiveness of management of state-owned objects and assessing the performance of supervisory boards will need to be reviewed (developed). 

It is expected that the Consultant will propose the list of legal acts to be reviewed/prepared in its proposal and/or it will be agreed upon at the initial stage of the work.

The draft legal acts to be prepared should take into account the powers of the bodies (the Cabinet of Ministers of Ukraine and the MoE) defined by the Law of Ukraine "On Management of State-Owned Property" and other relevant legal acts.

The Consultant is expected to support the Ministry of Economy in coordinating the draft methodologies and preparing amendments to the legislation related to the methodologies with other involved ministries and government agencies by collecting and processing comments and suggestions, holding roundtables and other relevant activities.

(3) Staff Training
•	Deliver trainings for the staff and representatives of other ownership entities for practical use of the above-mentioned methodologies.
Trainings shall be provided for the staff of 100-150 people once each of the above-mentioned methodologies is developed and approved by the MoE (thus at least 3 trainings shall be provided in total). 
Trainings should be accompanied by at least power point presentations that should be made available to MoE and other participants after the training.  The Consultant may also use any other additional trainings materials that it considers necessary. The trainings should be provided remotely via Zoom or another online platform which will be agreed between the Consultant and MoE.
The training should cover the entire cycle of oversight over the performance management of state-owned objects.
The MoE will provide the Consultant with the lists of stakeholders and staff to be trained.
The Consultant shall provide a detailed proposal on the training schedule, duration of each training session, etc.

IV.	REPORTING REQUIREMENTS AND TIME SCHEDULE FOR DELIVERABLES
During the Assignment, the Consultant shall prepare and submit the following deliverables:
	Deliverables/ Content	Deadline
(in weeks from the start of the assignment – contract signing date)	
1	Inception report
(including, but not limited to, details of the Consultant's approach to the assignment, detailed work plan, concept of methodologies)	within 2 weeks	
2	Report 1.  Assessment Methodologies 

The report shall include the following documents: a methodology for assessing the performance of state-owned enterprises; a methodology for assessing the effectiveness of management of state-owned objects; a methodology for assessing the effectiveness of supervisory boards; a report on roundtables with stakeholders*, and a report on testing the application of methodologies (Case study) **. 

At this, documents of the Report 1 shall be first submitted as drafts: 
drafts of three methodologies
draft of the report on roundtable
draft of the report on testing
	within 16 weeks

within 9 weeks
within 12 weeks
within 16 weeks
	
3	Report 2. Draft Legal Acts

Report shall include drafted legal acts (regulations, resolutions, orders, etc.) required for the implementation of developed methodologies.

	within 23 weeks

4	Report 3. Staff Training
Report shall include presentation of the methodologies/regulatory instruments, and report on staff training(s) delivered.
	within 26 weeks

The timetable and deadlines for deliverables outlined in the table above are indicative. The consultant is expected to propose its approach and implementation time plan for final agreement by the Client as part of the inception report. The consultant will be required to suggest realistic and binding deadlines for deliverables, as well as the timetable that allows sufficient time for the client to review and accept the deliverable. In any case the overall duration of the assignment should not exceed 33 weeks. 
All deliverables shall be in a form and substance acceptable to the MoE. All deliverables shall be submitted to the Project Manager/Coordinator, appointed by the Client. The deliverables (except staff training reports) shall be submitted electronically (in doc/docx formats, if there are tables for calculations in Excel format) and in hard copies in Ukrainian and English (one copy in each language). 
* The consultant's report on the roundtables with stakeholders should contain information on the date, agenda, lists of participants, their suggestions and comments to the draft methodologies including reconciliation tables to the draft methodology with comments/suggestions and the results of their consideration.
** The consultant's report on testing the application of the methodologies (Case study) should contain a practical example of assessing the performance of enterprises, the effectiveness of management of these enterprises and the performance of supervisory boards according to the proposed criteria (for example, state-owned enterprises that are under the management of a certain body or ministry).
The consultant's staff training reports shall be submitted electronically (in doc/docx formats, training materials – in ppt/pptx formats) and in hard copy in Ukrainian (in one copy).  
The reports on staff training should be accompanied by evidence of the training, including lists of participants, date, agenda, duration of training, training materials, presentation of methodologies, etc.
The Client shall consider documents and reports submitted by the Consultant not later than within 15 business days from the day of the submission of a given report and either to provide its approval to the report or comments to be addressed by the Consultant. In case of any feedback, including rejection (with respective justification) from the Client after the specified period the report shall be deemed accepted. 
The Consultant and MoE will agree on a time for regular weekly progress review and pending issues resolving meetings (video calls) if needed.
Acceptance of each deliverable shall be confirmed by the Acceptance Act signed between the Client and the Consultant. The signed Acceptance Act will be served as the base for payments for the services provided.

V. DURATION, PLACE AND WORKING ARRANGEMENTS
The Consultant is expected to provide services under this assignment during the period from May 2024 to November 2024.
The Services shall be provided in Ukraine both remotely and directly in the Client’s office in Kyiv considering security aspects. In case of remote support, the Consultant shall visit the Client’s office as often as will be required by the Client and Project needs and as will be agreed between the Client and the Consultant.
Subject to MoE’s need, availability of financing, and satisfactory performance of the Consultant, the assignment could be extended or expanded upon the mutual written agreement between the MoE and the Consultant. 
The Consultant shall work under supervision of the Project Manager/Coordinator, appointed by the Client, and accountable to him/her. 
The Consultant shall closely collaborate with the MoE Ownership Policy Department, MoE’s Reform Support Team, as well as other departments of MoE and other government bodies as might be needed. 
The Consultant shall be responsible for all logistics and accommodations that will be required to carry out the assignment, as well as for interpretation and translation services. 

The working language under the assignment shall be Ukrainian. The Consultant shall use qualified interpreters, if needed, for interacting with MoE’s counterparts. 

VI.	CLIENT’S INPUTS AND COUNTERPART PERSONNEL
The MoE will provide the Consultant with the following services, documents, and facilities to ensure Consultant`s ability to perform its obligations under the assignment:
-  access to MoE`s premises as might be needed for the assessment;
-  all relevant and available documentation that might be required during the assignment;
-  support the Consultant in arranging/holding needed meetings with relevant Government and others stakeholders, including providing the list of all stakeholders and their contact persons;

-	provide the Consultant with the names and contact details of staff to be trained under this assignment, 
The MoE will assign professional and support personnel to work with the Consultants team at the launch of the assignment implementation.

VII.	QUALIFICATIONS REQUIREMENTS
The Consultant should be a firm knowledgeable in performance assessment of SOEs, their governing bodies and ownership entities, and experienced in corporate governance issues, particularly in SOEs. The Consultant, as a firm, shall meet the following qualifications and experience requirements:
Mandatory requirements:
●	At least last 10 years of relevant professional consulting experience, including experience in performance assessment of enterprises, their governing bodies and ownership entities and similar tasks in Central and Eastern Europe.
●	Experience in developing/revising methodologies, guidelines, draft legislation, as well as conducting business process analyses;
●	Experience of financial analysis and modelling for big companies;
●	Strong knowledge of international corporate governance standards, including standards for SOEs;
●	Availability of relevant staff and resources to carry out the required work, including access to international knowledge base;
●	Knowledge of practice and policy on state-owned enterprises in Ukraine.
●	Experience in conducting trainings with confirmation of participants' results;
●	The consultant must have at least the following experts in its team: a corporate governance specialist, a financial analyst, an expert accountant, all with at least 5 years of relevant practical experience.
Desirable requirements:
●	Experience in preparing and implementing programs and projects with donor organizations and / or international financial organizations, in particular on the governance of state-owned enterprises;
●	Experience of cooperation with the Ministry of Economy and / or other central executive bodies on the implementation of reforms in Ukraine;
●	Experience in developing business performance assessment methodologies.