Expertise France is the public agency of French international technical cooperation. The agency operates around four priorities:

• democratic, economic and financial governance;
• security and stability of countries in crisis/post-crisis situations;
• sustainable development;
• strengthening health systems, social protection and employment.

In these areas, Expertise France carries out engineering and implementation missions for capacity building projects, mobilizes technical expertise and acts as an aggregator of projects involving public expertise and private know-how.

With an activity volume of 233 million euros, more than 400 projects in portfolio in 80 countries, and 63,000 days of expertise, Expertise France focuses its action towards France’s solidarity policy, influence and economic diplomacy.

1. General context related to the assignment

SOEs play a crucial role in providing public services for the Ukrainian population – a role which is even more critical during the wartime period - but they also represent a significant budgetary and financial sustainability risk. In the last six years, Ukraine has taken several steps toward reforming corporate governance in the largest SOEs and aligning its practices with the OECD SOE Guidelines. Some of the achievements in this period include the adoption in 2016 amendments to the Law on Management of Objects of State Property, which introduced provisions requiring a majority of independent directors on supervisory boards of SOEs and more robust transparency and disclosure.


At the same time, corporate governance reform remains incomplete and hence remains one of the topics requiring reform following international recommendations. In the meantime, eighty-six per cent of the 3,300 centrally-owned SOEs still operate in the legal form of state unitary enterprise. The absence of a comprehensive ownership policy and decentralised ownership arrangements, with over 80 central executive bodies exercising ownership rights, result in diverging governance approaches and goal conflicts for individual SOEs, and an unclear role for the relevant ownership entities.


This creates systemic difficulties in managing the portfolio of strategic SOEs. Furthermore, the legal status of the SOE assets is not always clearly defined, which makes it difficult for them to attract market financing. Special legal form for state unitary enterprise is archaic and not understood by private investors. Current corporate governance structure of SOEs does not facilitate the attraction of strategic long-term investments. Due to difficulties in attracting financing, SOEs are undercapitalized and some are overleveraged.


Some of the key areas for improvement include optimizing the SOE portfolio and preparing the ground for privatisations and improving governance and performance of strategic SOEs. The corporate governance framework for SOEs requires harmonization with the OECD Guidelines on Corporate Governance of SOEs. This involves strengthening accountability and expanding the mandate of supervisory boards, enhancing SOEs' financial position through divesting non-core assets, ensuring public online auctions of sale or lease of assets of state enterprises. Following OECD SOE recommendations it is essential to:

• 
  Address inconsistencies in legal and regulatory frameworks.
• Continue corporate governance reforms in the top-15 SOEs.
• Implement best practices in transparency and disclosure in economically important SOEs, and upgrade financial and non-financial reporting.
• Develop a comprehensive ownership policy with clear rationales for ownership.
• Establish a centralised ownership coordination entity.
• Ensure a level playing field with private companies.
• Continue strengthening anti-corruption framework applicable to SOEs.

In November – December 2023, Expertise France held a series of exchanges with key international actors dealing with the reform of the state-owned enterprises in Ukraine. The findings enabled to draft a current state of arts related to the topic, as well as to identify possible cooperation and intervention areas. The elaborated concept note serves as a basis for the preparing further actions that could be eligible for the support within m AIDan programme.



During January – March 2024, Expertise France, through m AIDan Ukraine programme, has implemented series of the seminars on the topic of the centralised ownership function of the state. In addition, the delegation of representative of the Ministry of Economy, Secretariat of Cabinet of Ministers of Ukraine and State property fund of Ukraine participated in the study visit to Paris, France on the topic of the centralised ownership and operations of the State Shareholder Agency.


In continuation of provided assistance, Mo E requested support of Expertise France in preparation of the concept of centralised model of state ownership in Ukraine, as well as to facilitate the envisaged support work with the state actors. The activities of the next phase should consider the recommendations previously delivered by Expertise France regarding the principles and eventual structure of the concept note, and will include the coordination between international expert of Expertise France and local stakeholders, including Mo E and its structural units, SPFU, Secretariat of Cabinet of Ministers and Ministry of Finances.

2. Purpose and objectives of the assignment

The main objective of the assignment is to provide the expert assistance to Ministry of Economy or Ukraine in collaboration with other involved administrations/institutions regarding the preparation of the concept of centralized ownership model. The specific objective of this assignment is to draft the concept note in tandem with the international expert on the subject, as well as to facilitate the organization and implementation of the working group with national stakeholders with a purpose to elaborate a consensus model of centralized ownership.

As a Stage II of the assignment, after the completion of the above-mentioned task and upon the consent of the Ministry of Economy the expert may be engaged in the development of draft legal act on centralized management of SOEs based on concept.

Expertise France is the French international technical cooperation agency, with the status of public institution under the joint supervision of the Ministry of Europe and Foreign Affairs (MEAE) and the Ministries of Economics and Finance and Industrial and Digital Sovereignty. It is the second largest technical cooperation agency in Europe. Expertise France designs and implements projects that strengthen public policies over the long term in developing and emerging countries.
As the French public agency for international technical cooperation, Expertise France operates in more than 100 countries, implementing more than 400 projects. The agency works in close collaboration with French public institutions, as well as with the European Union, in order to respond to the needs of partner countries that wish to improve public policies that tackle these challenges. To do so, the agency coordinates and implements national- or regional-scale projects in major areas of public action:

• Democratic, economic and financial governance
• Peace, stability and security
• Climate, biodiversity and sustainable development
• Health and human development

Ukraine is a key partner for Expertise France, which has had a local presence since 2006 with a representative office and projects. Over the years, Expertise France has built up a relationship of trust with its partner administrations. The ongoing projects in Ukraine include: Pravo – Justice. The EU-funded Project Pravo-Justice promotes greater rule of law in Ukraine, in line with European standards and comparative practices. Initiative. The project supports beneficiary countries to design, implement, monitor, and evaluate funding allocated by the Global Fund to Fight HIV, Tuberculosis and Malaria. The Emergency Fund for Ukraine against TB & HIV started in December 2022 with a commitment of €5 million.
Since the start of the of unjustified full-scale Russian invasion, Ukraine is daily suffering human losses as well as big-scale destruction and damages all across the country. According to the World Bank Recovery and Reconstruction Needs Assessment, the estimate cost of the recovery and reconstruction in Ukraine has grown to EUR 383 billion. Considering cost of the reconstruction, Ukraine would need mobilisation of both public and private funds.
Ukraine’s need for support is of great scale and priority in the context of the ongoing war and starting to prepare for recovery processes. At the same time, Ukraine’s European and international partners are heavily mobilized to offer their support, both financial and technical.
In the response to the existing situation and challenges, France has launched a coordinated assistance to Ukraine. The m AIDan Ukraine program is a multisector technical assistance facility as a part of the French support to Ukraine coordinated by the French Special Envoy for Ukraine Relief and Reconstruction. The program’s main objective is to identify needs and propose technical cooperation projects that support resilience, reconstruction, and the accession process in Ukraine.
Program sub-objectives include mobilisation of the technical solutions to meet the most urgent needs and initiate structuring cooperation, as well as financing or co-financing technical assistance projects during 2023-2026.
At this time, Expertise France is focusing its projects within following sectors:

• 
  Good governance
• Economic governance
• Rule of law and justice
• Digitalisation and innovation
• Healthcare and social policies
• Security and defence policy.

The program may mobilize funding for other sectors if demand is expressed and the opportunity is confirmed by Expertise France and the Ministry of Foreign Affairs of France.


Through a series of missions to Ukraine and starting program operations in Kyiv, Expertise France has pre-identified the following specific projects:

• Contributing to the selection of Constitutional Court of Ukraine judges through Pravo-Justice
• Supporting Ukrainian start-ups through co-funding of the EU4Innovation East project
• Supporting local authorities in recovery and decentralization processes with a special focus on Chernihiv Oblast

As well as following activities:

• Support to the non-lethal procurement of the defence agency of the Ministry of Defence
• Support to the state-owned enterprises reform

The contractor is required to have following set of expertise:

• Min 10 years of expertise in the field of corporate law and corporate governance;
• Strong understanding of the reform of corporate governance of state-owned enterprises in Ukraine;
• Strong knowledge of international standards of corporate governance, SOEs governance, and international obligations that Ukraine has to comply with;
• Proven experience in drafting strategic, conceptual and/or regulatory documents;
• Experience of advising boards and executives on a range of governance and strategy reforms;
• Former experience of working in the government, public policy sector, SOEs sector in Ukraine;
• Former experience of cooperation in the government, public policy sector in France, experience of working with international development agencies would be considered as advantage;
• Degree in political sciences or business or legal studies;
• Proficient level of English is mandatory.