Terms of Reference:
Legal Support Regarding
Corporate Governance Reform in Municipal Owned Enterprises to minimize key corruption risks

The European Union Anti-Corruption Initiative (EUACI)

The EUACI is a joint EU and Government of Denmark financed programme aimed at supporting Ukraine in its efforts to reduce corruption at the national and local level through the empowerment of citizens, civil society and state institutions. In January 2024, a new phase of the EUACI was launched. The strategic objectives are that: Corruption in Ukraine is reduced; Ukraine advances with anti-corruption reform; and Reconstruction in war-affected areas of Ukraine is implemented within a framework that incorporates transparency, accountability and integrity.
The EUACI has four intervention areas, namely:

• Support to independent state institutions fighting and preventing corruption;
• Transparency and accountability of the reconstruction process;
• Support cities in war-affected areas in enhancing integrity in the reconstruction process;
• Civil society and media in preventing and fighting corruption.

This assignment concerns the EUACI’s support for Intervention Area 3.

Background

Ukraine’s decentralization reforms granted local councils exclusive powers to manage communal assets. However, inefficiencies in managing municipal owned enterprises (MoEs) as well as examples of corrupt behaviour and a lack of transparency and integrity have persisted. Furthermore, the absence of robust corporate governance structures, accountability mechanisms at the municipal level contributes to these challenges and provide possibility for corruption risks. Currently, most enterprises do not have compliance mechanisms, proper internal audit and control, corruption risks management systems, reporting standards, transparent mechanisms for asset management (leasing and selling) and management selection through mechanisms of open competition. There is no tradition of having supervisory boards at the MoE.
The proposed reform by the Committee on Economic Development Verkhovna Rada of Ukraine of Corporate Governance Reform in MoE aims at addressing these issues by introducing new legal standards and practices, aligning Ukraine's legislation with international best practices in line with OECD standards, and ensuring the accountability and transparency of management of MoE.
The EUACI aims to provide legal support to the Committee on Economic Development Verkhovna Rada of Ukraine (here in after “the Committee”) that aims at improving the management of MoEs, drawing from the experiences of corporate governance reforms in Ukraine's state-owned enterprises and international standards. The EUACI has for some time been working on integrity issues in MoE’s and will be able to contribute with its experience, including from implementing corporate governance standards in the Integrity City of Mykolayiv.
This assignment is also supported by the USAID Project "Promoting Integrity in the Public Sector" (Pro-Integrity). It is expected that ProIntegrity will support this reform with capacity in terms of communication and analytics. The winner of the tender will actively cooperate with Pro-Integrity and other partners contributing to the project.
These Terms of Reference (ToR) provide more details about the assignment. The Consultant will provide comprehensive legal analysis, stakeholder engagement, and support to drafting of legal acts to ensure alignment with best practices in corporate governance in MoEs.

1) Objective and Expected Results

The objective of this assignment is to provide legal support for drafting legal acts aimed at improving corporate governance in MoEs in Ukraine. This will include developing legal frameworks that enhance transparency, accountability, and corporate governance standards in line with OECD guidelines. The objective is to reduce political interference and corruption, and increase the accountability of MoEs.

The expected results are:

• Analytical report of existing legal frameworks and practices as to Corporate Governance structures of MoEs in selected EU Member States.
• Provide a concept of reform and support to a legislative initiative to align Ukrainian legislation in the area of MoEs with best EU practices.
• Support in engaging with stakeholders to ensure the reform proposal is implementable and widely understood and accepted.

2) Scope of work  

The legal expert(s) will be responsible for the following tasks:

1. Legal Analysis and Comparative Study:

• Conduct a comprehensive analysis of Ukraine’s existing legislation regarding management of MoEs.
• Review the application of current regulations by local governments and identify key challenges.
• Conduct a comparative analysis of best practices in managing public assets, based on practices from selected EU countries (2-3 countries) and Ukraine’s recent reforms in state-owned enterprises.

2. Support to drafting legal proposals:

• Support work on developing a set of legal amendments aimed at introducing corporate governance standards in MoEs.
• Align legislative proposals with Ukraine’s Draft Law No. 6013 and ensure compatibility with any expected changes in the law.

3. Stakeholder Consultations:

• Participate in roundtable discussions and meetings with key stakeholders, including representatives of local governments, MoEs, Ukrainian Government, the parliament, including the Committee, and international partners.

4. Gather feedback from stakeholders and revise the legislative proposals.General Legal Support:

• Contribute to the necessary documentation for submitting the proposals to the Verkhovna Rada or Cabinet of Ministry.
• Inform different stakeholders for the proposed changes during discussions and meetings in public institutions.

Detailed information in the attached document


HOW TO APPLY

The proposals with:

• CV of the Key staff involved by the tender participant;
  
• Portfolio of relevant projects;
• Financial Offer (Proposed budget).

shall be submitted in electronic format only within the below deadline to the email: [email protected], with copy to [email protected] indicating the subject line “Legal Support for Drafting Legislation on Corporate Governance Reform in MoE”.

The deadline for submitting proposals is 18 November 2024, 18:00 Kyiv time.

Any clarification questions for the bid request should be addressed: [email protected], no later than 11 November 2024, 18:00 Kyiv time.

Bidding language: English.