IPA — Technical assistance to AERS — approximation of NRA tasks to the third energy package
"Javno Preduzece “Elektroprivreda Srbije" Beograd" (EPS) and the Ministry of Energy and Ministry of the Republic of Serbia (the Clients) have requested the European Bank for Reconstruction and Development (the EBRD or the Bank) to provide technical assistance with the review and enhancement of corporate governance practices and regulatory and legislative frameworks applicable to EPS (the Project).
The Bank now intends to engage a firm or association of firms (the Consultant) with expertise and experience in analysis of corporate governance legislation and practices and restructuring of large state-owned entities and companies in the energy sector and in developing recommendations for corporate governance improvement; deep knowledge of Serbian and EU energy and corporate sectors, including legal and regulatory frameworks, in particular the requirements of EU Third Energy Package as applicable to the Energy Community members; and deep knowledge of legislation and law-making process in Serbia, in order to implement the Project (the Assignment).
The expected outcome of the Assignment is the development of the Corporate Governance Action Plan, the implementation of which will improve the corporate governance practices of EPS and its group and applicable legislative framework.
The selected Consultant is expected to provide the following key services:
1. Review of corporate governance practices, including, but not limited to:
a. Mapping of the key functions and businesses in the EPS group (the Group);
b. Review of the “informal corporate governance practices” governing the Group;
c. Review of the governance architecture of the Group;
d. Review of the management and board structure, functions and responsibilities of EPS;
e. Review of the internal control, internal audit, risk management; and
f. Development of the target corporate structure.
2. Legal Review, including, but not limited to:
a. Mapping and analysing the legislative and regulatory framework (including laws and secondary legislation) governing the Group and corporate documentation governing the corporate governance structure, processes and practices of EPS and the Group;
b. Benchmarking it with the best regulatory practices mentioned above; and
c. Preparing an outline of the provisions, documents and acts that should be amended, harmonised, simplified, cancelled or drafted in order to align such framework with the referred standards
3. Development of the Corporate Governance Action Plan (CGAP):
Prepare detailed recommendations aimed at addressing shortcomings identified in the Legal Review and the Corporate Governance Review in the form of a CGAP. Each recommendation shall identify the necessary actions, the shortcomings and risks identified in the reviews, the party/body/entity/authority responsible for the action, and the time schedule for their implementation.
The Consultants should refer to the Terms of Reference for a more detailed description of the assignment.
Status of Selection Process: Interested firms or groups of firms are hereby invited to send submissions.
Assignment Start Date and Duration: The Assignment is expected to start in December 2016-January 2017 and has an estimated overall duration of 8 months.
Cost Estimate for the Assignment: EUR 130,000 (exclusive of VAT). Subject to availability of funding, the performance of the selected Consultant and the specific needs of the Bank the Assignment may be extended beyond the current scope, in particular for the follow-up phase to the current project (see Terms of Reference, Page 3 - Phase III) focussing on the implementation of the Corporate Governance Action Plan developed as part of the current Assignment. However, for the avoidance of doubts, the contemplated follow-up phase (Phase III) to the current project is not part of the current Assignment. If the EBRD decides to launch such Phase III, it will be subject to the EBRD’s approvals and availability of funding, among other factors.
The Consultant must determine whether any VAT would be chargeable on the services and the basis for that determination, without taking into consideration the special status of the Bank as an IFI and state this to the Bank in their response to this Procurement Notice. To the extent that a Consultant incurs input VAT on goods and services purchased in connection with the provision of services (e.g. VAT on airline ticket) which is not otherwise recoverable by the consultant from the local tax authority, the gross cost to the consultant of such expenses shall be treated as a reimbursable expense.
Funding Source: It is expected that the Assignment will be funded by the UK's Investment Climate and Governance Fund. Please note selection and contracting will be subject to the availability of funding.
Eligibility: There are no consultant nationality eligibility restrictions.
Consultant Profile: Corporate services are required. The Consultant will be a firm or a group of firms preferably with previous project experience related to:
1. analysis of corporate governance practices, processes and policies of large state-owned entities and companies in the energy sector and in developing recommendations for corporate governance improvement; experience related to restructuring of large state-owned enterprises will be an advantage;
2. detailed knowledge of the international and Serbian corporate governance practices and standards and proven capacity to review and assess corporate governance in Serbia, in line with best practices;
3. deep knowledge of Serbian and EU energy sectors, in particular the requirements of EU Third Energy Package, including as applicable to the Energy Community members;
4. deep knowledge of the law-making process in Serbia and proven capacity to review and assess the legislative and regulatory framework with a view to proposing legislative and regulatory amendments, in line with regulatory best practices.
The Consultant’s expert team is expected to include key experts as follows:
a. Key Expert No 1 (Team Leader) with preferably 15 or more years of previous professional experience in leading complex projects related to the analysis of corporate governance of large enterprises, including state-owned enterprises and in energy sectors, preferably involving experience in Serbia and experience with the EU Third Energy Package, in particular as applicable to the Energy Community members; experience related to restructuring of large state-owned enterprises will be an advantage;
b. Key Expert No 2 (Senior Corporate Governance Consultant) with preferably 12 or more years of previous professional experience in analysis of corporate governance practices, processes and policies of large state-owned entities and companies in the energy sector and in developing recommendations for corporate governance improvement; detailed knowledge of the international and Serbian corporate governance practices and standards and proven capacity to review and assess corporate governance in Serbia, in line with best practices; experience related to restructuring of large state-owned enterprises will be an advantage;
c. Key Expert No 3 (Senior Legal Consultant) with preferably 12 or more years of previous professional experience with large enterprises in Serbia, including state-owned enterprises and including work in the energy sector, with deep knowledge of the law-making process (for both primary and secondary legislation) in Serbia, relevant Serbian legislation – in particular the relevant framework regulating the Serbian energy sector, environmental protection, law governing state-owned enterprises, Companies Law, Public Enterprises Law, Law on Contracts and Torts, Law on Civil Procedure, Law on Planning and Construction, Labour Law and other property-related legislation of the Republic of Serbia – and its application in practice and of the relevant EU legislation, including in particular, the requirements of EU Third Energy Package, and deep knowledge of best standards in corporate governance.
All experts should be fluent in Serbian and English, otherwise they should provide for their own interpretation and translation needs.
Submission Requirements: In order to determine the capability and experience of Consultants seeking to be selected for this Assignment, the information submitted should include the following:
A. Technical Proposal
A1. Company/group of firms’ profile, organisation and staffing (max. 2-4 pages).
A2. Details of previous project experience or similar assignments particularly undertaken in the previous five years, including information on contract value, contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided (if different from duration) , main activities, objectives.
A3. CVs of key experts who could carry out the Assignment detailing qualifications, experience in similar assignments, particularly assignments undertaken in the previous five years, including information on contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided, assignment budget, main activities, objectives.
A4. A Work Plan outlining the plan for the implementation of the main activities/tasks of the Assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Client), and tentative dates of the project activities and deliverables;
A5. Team Input Table (in the format included in Annex 1 of the ToR) indicating the number of working days allocated to the Assignment by each Key Expert.
A6. Technical Approach and Methodology explaining the understanding of the objectives of the Assignment as outlined in the ToR, the technical approach, the methodology for implementing the tasks to deliver the expected output(s), and the degree of details of such output(s) (max. 10 pages).
A7. Completed Consultant Declaration Form and Contact Sheet, the template for which is available from the following web-link:
The above information should not exceed 30 pages excluding CVs and contact sheet.
B. Financial Proposal (in the attached format) not exceeding the cost estimate provided in this procurement notice.
The Technical Proposal shall be submitted, in English, electronically through e-Selection, to reach the Bank not later than the closing date. The complete Technical Proposal (including cover letter, CV, declaration and contact sheet etc.) shall be one file (pdf) to be uploaded to eSelection. The EBRD reserves the right to reject applications of firms submitting more than one file. Only if the permissible file size is exceeded (4MB), the Consultant may split their submission into further files.
Consultants are reminded that the Technical Proposal MUST NOT contain the financial proposal (the instructions for which are listed below).
The Financial Proposal shall be submitted in English separately by email only to the Bank Contact Person (email@example.com) as it will not be opened with the Technical Proposal. The Financial Proposal shall be emailed as one file (pdf), to reach the Bank Contact Person not later than the closing date.
In summary, Technical Proposals should be submitted through eSelection while Financial Proposals should be sent to the Bank Contact Person email address only.
Bank Contact Person:
European Bank for Reconstruction and Development
One Exchange Square, London EC2A 2JN
Tel: + 44 20 7338 6338
(submissions should be sent through eSelection and NOT to this email address)
1. The selection will normally be made from responses to this notification only. Consultants will not be asked to submit a further proposal. The highest-ranked Consultant will be selected from a shortlist and be invited to negotiate the contract, subject to availability of funding.
2. The required proposal validity period is 90 days from the deadline date for receipt of submissions. During this period, the Consultant shall maintain its original Proposal without any change, including the availability of the Experts, the proposed rates and the total price.
2. The award criteria and weightings are:
(a) Firm’s previous project experience in corporate governance of state-owned enterprises and in energy sectors (15%)
(b) Firm’s previous project experience in corporate governance in Serbia (15%)
(c) CV of key experts (40%)
(d) Technical Approach and Methodology – 30%.
Elektroprivreda Srbije (EPS) intends using the proceeds of a loan from the European Bank for Reconstruction and Development for a project to rehabilitate fifteen (15) Small Hydro Power Plants (SHPPs), and the construction of two (2) New SHPP on existing water management dams in Serbia, leading to improved efficiency and carbon savings.
The project, which has a total estimated cost of about EUR 37 Million equivalent, will require the procurement of the following goods, works and services:
Rehabilitation of existing SHPPs and construction of new SHPPs:
Tendering for the above Contracts for Lot 2, 4 and 6 is expected to commence during 4th Qtr 2016.
Contracts to be financed with the proceeds of a loan from the Bank will be subject to the Bank's Procurement Policies and Rules and will be open to firms from any country. The proceeds of the Bank's loan will not be used for the purpose of any payment to persons or entities, of for any import of goods, if such payment or import is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations or under a law of official regulation of the Purchaser's country.
Interested suppliers, contractors and consultants should contact:
Mr. Nebojša Aleksić
Department for Renewable Energy Sources
Javno Preduzeće” Elektroprivreda Srbije”, Beograd
(Public enterprise “Electric Power Industry of Serbia”, Belgrade)
13, st. Balkanska, 1th floor, office 11
11000 Belgrade, Serbia
Tel: +381 11 3952 540
Fax: +381 11 3972 967