TERMS OF REFERENCE
State-level Senior Technical Advisor
"TA for Comprehensive Reform of Existing Corporate Governance and Investment Laws (with emphasis on PPP) in Puntland State"
Project
EU – Somalia Technical Assistance and Partnership Facility [NDICI Africa/2023/451-029]
Start date and duration
The role is expected to commence in December 2025, and to be implemented as a single, continuous assignment, counting from the date of first deployment of the expert.
Inputs
A maximum of 44 working days, delivered over a period not exceeding three (3) calendar months.
Location and travel
The main place of assignment shall be Puntland State, Somalia, based in the state capital Garowe.
Some travel within the State is envisaged and will be subject to relevant project and EU rules and regulations, including security protocols and the outcome of contemporary security assessments.
Supervision
The role will be answerable to (jointly) the Directors General (DGs) of the Puntland State Ministry of Commerce, Industries and Investment (MoCII) and Ministry of Planning, Economic Development and International Cooperation (MoPEDIC) and the will be supervised by the TAPF Team Leader, in close collaboration with the TAPF KE2 / Partnership Advisor.
Time sheets will be approved by the TAPF Team Leader and the EU Delegation (EUD).
1. BACKGROUND
The European Union – Somalia Technical Assistance and Partnership Facility (TAPF) is a three-year initiative designed to support the European Union Delegation (EUD) to Somalia's engagement in and cooperation with the Federal Republic of Somalia, and to expedite progress towards achievement of the 2030 global Agenda for Sustainable Development.
The project is being implemented through a service contract, signed between the EUD and DAI Global Belgium, and operates from DAIs offices in Mogadishu and Nairobi.
The project duration runs for an initial total term of 36 months, from 1st January 2024, through to 31st December 2026.
It is resourced and implemented by a full-time Key Expert 1 / Team Leader and a full-time Key Expert 2: Partnership Advisor, complemented by seven full-time State-level Coordinators (six of whom have been in place and operational for a period of almost a year, including a Puntland State Level Coordinator (SLC), based in Garowe).
In addition, the project has an allocation of short-term, non-key expert days divided into three categories, which are (respectively): State Level Senior Technical Advisors (1,500 working days in total), Senior Non-key Experts (850 working days) and Junior Non-key Experts (1,000 working days), to fulfil demand-driven tasks in accordance with the project's overall Terms of Reference and in line with its "facility" modus.
Key experts and non-key experts are supported by in-country administrative staff in Mogadishu (and in Nairobi, if required), responsible for local administration, operational logistics and financial management, while overall project delivery is underpinned and supervised by DAI's backstopping team and support services.
2. OBJECTIVES
2.1 Overall Project Objectives
The TAPF has three main result areas:
1. Strengthening the capacity of the Government of Somalia, at both Federal and State levels, and in particular the Federal Ministry of Planning, Investment and Economic Development (MoPIED), to deliver on its mandate, with respect to the National Transformation Plan (NTP), and the broader national development agenda.
2. Strengthening identification, formulation, implementation and monitoring of European Union funded programmes in Somalia, covering renewable energy, the environment, climate change adaptation and natural resources management, amongst others.
3. Enhancing partnerships and facilitation of policy dialogue on key topics for EU-Somalia cooperation.
The project is expected to deliver a range of technical support activities structured around these result areas, both to Federal (FGS) and Member State (FMS) institutions, selected non-state actors, and the EUD. Deliverables may include multi-stakeholder engagement activities, including community consultations, planning, project and programme design, technical studies and analyses, policy formulation and advisory support, cross-cutting thematic analyses, and monitoring and evaluation.
2.2 General Assignment Objectives
Puntland's economy depends heavily on trade, investment, and, ultimately, private sector growth. However, outdated and fragmented policies and legal frameworks have inhibited opportunities for sustainable development, have created limited investor confidence, and have reduced competitiveness.
The State Ministry of Commerce, Industries and Investment (MoCII) is mandated to develop and enhance the trade and investment policies and laws that will drive economic diversification and private sector development. To achieve its mandate, MoCII has been tasked to promote robust and modern policies and laws that can create a transparent, competitive and predictable business environment. In this context, MoCII wishes to transform the existing trade and business policy environment and legal framework and would, specifically, like to enhance:
· Company Policy and Law: The existing legal and policy framework does not adequately address modern corporate practices, digital transformation needs, shareholder rights, and / or governance mechanisms. This hampers enterprise growth, discourages foreign direct investment, and has slowed down registration and other forms of business management.
· The Investment Policy / Law and PPP Regulations: The current investment policy and law were haphazardly designed, have gaps (in their framework structures) and are insufficiently aligned with global market dynamics. To be effective, they will need to be updated and adapted to the current conditions prevailing in Puntland State.
As intimated above, current and existing challenges include:
I Incoherent policies and legal frameworks.
II Outdated corporate practices and inadequate digital transformation.
III Limited (or lack of) clarity on investment guarantees and incentives.
IV Weak PPP mechanisms to support infrastructure and service delivery.
V Insufficient provision of dispute resolution mechanisms and investor protection.
By strengthening the two legal pillars and their respective policy frameworks, and addressing identified challenges, Puntland can enhance its business climate, attract domestic and foreign investment, create diaspora engagement and ensure inclusive and sustainable economic growth.
This is consistent with the objectives of the recently concluded Puntland Five-year Development Plan 3 and will be equally consistent with Pillar 2 (Sustainable Economic Development, including private sector-led inclusive economic growth and productive sector development) of the up-coming Puntland Five-year Development Plan 4 (PFYDP-4),
When complete, the PFYDP-4 will be aligned with the Somalia National Transformation Plan (NTP),, as well as with the Puntland District Development Framework (DDF) and international Sustainable Development Goals (SDGs), to ensure the harmonisation of local, national and global development priorities.
2.3 Specific Assignment Objectives
The specific objective of the assignment is to provide technical and financial support to:
· Review and update the existing Investment Policy, Investment Law and PPP Framework, integrating international best practice with policy conditions and legal stipulations that reflect Puntland's specific / current economic realities.
· Develop a modern Company Policy and Company Law, ensuring that enterprises operate in a transparent and fair, but supportive and accommodating, regulatory environment.
In full operation, proposed reforms will:
· Strengthen investor confidence.
· Expand opportunities for local businesses.
· Improve institutional capacity to regulate and monitor the business sector.
· Positively engage Diaspora sentiment and commitment towards local investment, and
· Position Puntland as a competitive investment destination in the Horn of Africa (and wider Horn of Africa / Arabian Peninsula / Gulf region).
Comprehensive Reform of Existing Corporate Governance and Investment Laws (with emphasis on PPP) will pass through a number of data review and management phases, including the convening of consultation and validation workshops where relevant stakeholders may contribute their ideas to enhance inclusivity and promote ownership. The Senior Technical Advisor for development of the revised Puntland Corporate Governance and Investment Laws, and PPP Framework, will incorporate feedback gathered during these consultation and validation workshops into the revised laws (and PPP framework).
Amongst other issues, draft Laws should:
Identify / pinpoint important issues hindering the development of business and discouraging investment in Puntland State;
Define and present the short, medium and long-term objectives and strategies through which investment, and the businesses that will result from that investment, may be encouraged, and elaborate institutional, implementation and M&E arrangements applicable for management of the sector;
Identify and define both desired outcomes and implementation mechanisms, including a monitoring framework that is results-based, manageable, and fully aligned with the Puntland Five-year Development Plan #4.
The finished Corporate Governance and Investment Laws and PPP framework should also contain a comprehensive resource mobilisation strategy, with domestic and foreign resources components, in line with sector investment needs and cognisant of the macro-economic and fiscal constraints in effect in Puntland, with emphasis on public / private partnerships for future development of the sector.
3. SCOPE
3.1 General
In 2013 Puntland State initiated development of a policy framework for public sector reform, outlining optional strategies, approaches and implementation arrangements by which to strengthen and enhance public service delivery. The cornerstone of this policy framework is capacity development of key public sector institutions. The Ministry of Commerce, Industries and Investment (MoCII) is one of these core public sector institutions.
MoCII is aware that a well-structured policy and legal framework is vital to creating an enabling business environment, fostering private sector growth, and attracting sustainable investments.
Working closely with appropriate partners, such as the Ministry of Planning, Economic Development and International Cooperation (MoPEDIC), Puntland Chambers of Commerce and international development partners, including, the European Union (EU), MoCII will pursue its mandate of promoting trade and investment across the state.
3.2 Target Groups
The work of the TAPF benefits Somali citizens through increasing the effectiveness of both EU cooperation with Somalia, and national and state governments, including (in this case) revision of trade and investment policies and laws.
The "Comprehensive Reform of Existing Corporate Governance and Investment Laws (with emphasis on PPP)" STA will work with and be based in the Ministry of Commerce, Industries and Investment (MoCII) in Garowe, and will liaise and coordinate with other relevant FMS institutions, including the State Ministry of Planning, Economic Development and International Cooperation (MoPEDIC) (the facilitator of this assistance) and with TAPF Key Experts (KE1 and KE2) and Non-key Experts (the Puntland State Level Coordinator – SLC).
The STA will also interact with non-state actors, such as civil society organisations and interest groups (women, youth, the private sector and business community), relevant Ministerial Working Groups, facilitating their participation in policy dialogue activities, e.g. consultations, sector-based analysis and validation events.
3.3 Specific Activities
The Expert is expected to undertake and complete the following tasks:
* Under the direct supervision of the office of the MoCII DG, with support from the MoPEDIC DG and TAPF Puntland SLC, and in conjunction with the TAPF Team Leader and Key Expert 2, pro-actively assist, contribute to, and where required "drive", preparation of a comprehensive review and revision of Puntland State Corporate Governance and Trade and Investment Laws, through direct engagement with (and in coordination with) private sector bodies and state government counterpart MDAs. Specifically:
Prepare and submit an assignment Inception Report (shortly after assignment launch) detailing a preferred methodology, timetable and proposed field work programme.
Conduct a detailed desk review and comprehensive assessment of current Corporate Governance and Investment Law and PPP Frameworks and present the same (review) in the form of a baseline assessment report, identifying legal gaps, inconsistencies, and areas requiring reform.
As part of a programme of structured stakeholder engagement, organise a consultation workshop in Garowe, involving MDAs, parliamentary committee members, private sector representatives, chambers of commerce, and civil society representatives, including selected individuals transported from Bosaso and Galkacyo.
Draft separate, updated Corporate Governance and Investment Laws, inclusive a PPP Framework, ensuring that relevant cross-cutting themes (gender, human rights, inclusivity, conflict sensitivity, environment and climate change, youth, women and marginalised groups) and challenges are identified and adequately mainstreamed in the various documents, where relevant to do so.
Organise and conduct / facilitate a final validation workshop for each law, involving key stakeholders from state and district levels, the private sector and civil society.
Prepare and provide an "introduction" on the content of draft laws and frameworks, to government personnel (MDAs and other relevant stakeholders), with focus on proposed structures, implementation, regulatory compliance, and monitoring mechanisms.
Provide mentoring and training to sectoral staff and junior professionals during the entirety of the policy / legal frameworks formulation process and support institutional learning and knowledge capture practices.
* Prepare and submit an end-of-mission narrative report summarising activities undertaken, progress made, and lessons learned during commission of the assignment, including:
1. Draft Corporate Governance and Investment Laws, inclusive a PPP Framework.
2. An Implementation Road Map.
4. DELIVERABLES AND REPORTING
The Expert is expected to undertake and complete the following tasks in accordance with the defined timetable:
· Preparation and submission of an assignment Inception Report detailing preferred methodology, timeline and the proposed field work programme.
o This will be combined with the activity detailed below and submitted within 10 working days of assignment launch.
Expected duration: 3 working days (for inception meetings and desk review of documents).
· Desk Review: Analysis of existing documents (policies, laws, regulatory frameworks) at both state and national levels. Specifically:
o Conduct inception meetings with key informants and stakeholders.
o Conduct a detailed review of existing Puntland State policies, legal frameworks, sector-specific data, research, studies, etc.
o Formulate and propose a suitable presentation design / format.
Expected duration: 10 working days (for inception meetings and desk review of documents).
· Stakeholder Consultations: Discussion workshops at both central and regional level, to gather opinions, data and information. Activities will include stakeholder mapping, design of consultation tools and instruments, conducting focus group discussions (FGD) and key informant interviews (KII), and conducting actual consultation workshops. Specifically:
o Develop data collection tools to capture inputs from diverse stakeholders (MDAs, the private sector, elders, CSOs, etc.) during consultation events.
o Conduct at least two (2) one or 2-day stakeholder consultation workshops (one for each draft law / Act) in the state capital, Garowe, with representation from the business community in Bosaso and Galkacyo, combined with FGD and KII sessions.
NB: consultation workshops might be combined with policy development consultation activities.
Expected duration: 4 working days.
· Legislative Draftsmanship: Preparation / compilation of separate Puntland State Corporate Governance and Trade and Investment Laws (inclusive PPP component in the latter case). Specifically:
o Develop an initial draft of each law, extracting, adapting and updating content from existing laws (local or national) and policy documents, outlining key legal provisions and consequences.
o Liaise with relevant MDAs and research institutions, to harmonise the objectives of the Corporate Governance and Trade and Investment Laws with both development goals set out in Pillar 2 (Sustainable Economic Development, including private sector-led inclusive economic growth and productive sector development) of the Puntland State Development Plan 4, and any international treaties by which the Federal Republic of Somalia is bound.
o Revise the drafts, based on stakeholder feedback, working group discussions, and technical reviews.
o Produce final, comprehensive Corporate Governance and Trade and Investment draft laws / Acts that align with the State Development Plan, the national development vision and international standards.
Expected duration: 15 working days (for preparation of complete, first drafts).
· Validation and Finalisation: Preparation and facilitation of Technical Review and Validation meetings in Garowe, to finalise and endorse legislative draft documents.
o Organise and conduct / facilitate separate "validation" meetings to review draft Corporate Governance and Trade and Investment Laws, in Garowe, involving technical and legal staffs from MDAs and the business community and scholars from academia.
NB: Validation workshops might be organised to run back-to-back.
o Prepare and submit an end-of-mission narrative report summarising activities completed, achievements realised and lessons learned during the course of the assignment.
Expected duration: 7 working days (two days for preparation, two days to conduct the workshops, two days for final revision of drafts and one day for writing the final report).
· Orientation / Capacity Building: Introduce MoCII and line ministry staff to key aspects of the draft legislation.
o Build technical staff capacity by providing a structured orientation on key elements of the draft legislation among ministry legal and technical staff and leading personalities from the business, finance and investments sectors.
Expected duration: 5 working days (three days for preparation of orientation materials and two days for introduction of legal content to ministry staff and private sector actors).
5. SUPERVISION
The "Comprehensive Reform of Existing Corporate Governance and Investment Laws" STA will be answerable to, jointly, the Directors General (DGs) of the Puntland State Ministry of Commerce, Industries and investment (MoCII) and Ministry of Planning, Economic Development and International Cooperation (MoPEDIC), working in collaboration with the TAPF State Level Coordinator (SLC), and will be supervised by the TAPF Team Leader, in close collaboration with the TAPF KE2 / Partnership Advisor.
Time sheets will be approved by the TAPF Team Leader and the EU Delegation (EUD).
The working language of the assignment and contract will be English, and all communication and reports will be submitted in English.
6. LOGISTICS
The assignment will be implemented from the MoCII office in Garowe, Puntland State.
Travel to selected districts within Puntland State is expected, to conduct consultations and other fact-finding activities, subject to relevant project and EU rules and regulations, including security protocols and the outcome of contemporary security assessments.
The TAPF Office Manager, based in Mogadishu, and the DAI Project Manager, based in Brussels, will support the "Comprehensive Reform of Existing Corporate Governance and Investment Laws" STA with operational and administrative issues, as required.
7. EXPERT QUALIFICATIONS / SELECTION CRITERIA
"Comprehensive Reform of Existing Corporate Governance and Investment Laws (with emphasis on PPP)" Senior Technical Advisor.
* A university degree, preferably a Master's, in one of the following fields: Law, specialising in corporate or trade law, Business Administration, Economics, Public Policy Development, or a related field.
* 8 or more years of practical work experience in a senior legal or advisory capacity with an international development organisation, private sector company, non-governmental organisation or government institution, including at least one (1) previous assignment as a legal advisor, drafting regional, organisational or company-level legal documents.
* Previous work experience as a TA or CTA (technical assistant / chief technical advisor), embedded within a host government department, drafting or revising legal documents and / or parliamentary legislation.
* Previous experience (in at least one (1) work assignments) of workshop organisation and facilitation, inclusive in-depth knowledge of and familiarity with interactive data collection methodologies, preparation of PowerPoint presentations and handouts, and moderating workshop plenaries.
* Strong communication, negotiation and interpersonal skills.
* Excellent written and spoken / verbal communication skills in both English and Somali.
* Strong organisational and analytical skills.
* Extensive knowledge of the local (Somali) development context.
* Specialist technical knowledge in the field of company and corporate law or trade and investment framework development.
* Ability to work in a fast-paced environment, managing multiple priorities effectively.
Appendix 1: Overarching Project Terms of Reference
Only shortlisted candidates will be contacted.