ToR: Independent Transition Assessment for SOS Children’s Villages Ethiopia

Background and Context

SOS Children’s Villages Ethiopia (SOS CVE) is a child-focused development and humanitarian organization that has operated in Ethiopia since 1974 under the governance and oversight framework of SOS Children’s Villages International (SOS CVI).

As part of its long-term institutional sustainability and governance transformation agenda, SOS CVE is exploring a phased transition from its current status as a CVI-operated National Association (Foreign Charity) toward a nationally governed and legally autonomous Member Association (National Charity), or another legally and institutionally viable arrangement.

The envisaged transition is guided by a readiness-based rather than date-driven approach, recognizing the importance of protecting organizational assets, safeguarding standards, staff rights, donor commitments, programme continuity and long-term financial sustainability.

SOS CVE therefore invites qualified and experienced consulting firms or consortia of firms to submit proposals for an independent, comprehensive and evidence-based governance and institutional transition assessment

Objective of the Consultancy

The overall objective of the consultancy is to independently assess the strategic desirability, legal feasibility, institutional readiness, financial implications and associated risks of a possible governance and legal transition, and recommend the most viable institutional model and implementation pathway.

The assessment shall provide evidence-based recommendations to inform decisions on whether, when and how a transition should proceed, including the safeguards, institutional capacities and minimum readiness conditions required.

The assignment is intended to evaluate credible institutional options objectively and does not presume that immediate legal conversion is the preferred outcome.

Scope of the Consultancy

The assignment will cover the following major areas:

1. Strategic and institutional assessment: Evaluate the rationale for transition, institutional readiness and alternative governance and organizational models.
2. Legal and regulatory assessment: Examine applicable Ethiopian laws, registration options, taxation, labour requirements, foreign funding, banking and regulatory implications.
3. Governance and institutional architecture: Assess national governance readiness, the proposed Advisory Board, accountability mechanisms and requirements for eventual statutory governance.
4. Federation relationship: Examine future affiliation, membership, accountability, safeguarding, brand protection and shared-service arrangements with SOS CVI.
5. Assets, liabilities and contractual obligations: Assess land and property rights, institutional assets, social and employment liabilities, donor agreements and contractual continuity.
6. Financial sustainability and donor continuity: Assess financial viability, funding diversification, donor eligibility, transition costs, reserves and liquidity requirements.
7. Human resources and organizational change: Examine employment continuity, staff rights and benefits, workforce capacity, organizational culture and change-management requirements.
8. Programmes, safeguarding and operational continuity: Assess implications for child protection, safeguarding, programme quality, partnerships, digital systems and continuity of services.
9. Stakeholder and operating-environment assessment: Examine regulatory, political-economy, localization and stakeholder-legitimacy considerations.
10. Transition roadmap and risk management: Develop a phased, costed and readiness-based transition roadmap, incorporating decision gates, institutional safeguards, risk mitigation and contingency measures.

Expected Deliverables

The selected consulting firm or consortium will be expected to deliver:

• An inception report and detailed assessment methodology.
• A comprehensive institutional diagnostic and transition-readiness assessment.
• A legal and regulatory options analysis.
• A governance and Federation relationship assessment.
• An asset, liability, contractual and donor due-diligence analysis.
• A comparative appraisal of viable transition scenarios.
• A comprehensive transition assessment report with actionable recommendations.
• A stakeholder validation workshop and strategic decision brief.
• A final implementation roadmap to 2030, including costs, accountabilities, readiness indicators and Go/No-Go/Defer decision criteria.

Safeguarding Commitment for Contractors and Service Providers

At SOS Children’s Villages Ethiopia, safeguarding is at the heart of everything we do. It is a fundamental value that guides our actions, decisions, and relationships. We are firmly committed to protecting the children, young people, adults, and communities we serve, as well as our workforce, assets, and resources.

We foster a culture of trust, respect, accountability, and transparency, where every individual’s voice is valued and heard. All successful bidders, contractors, consultants, and service providers are required to adhere to our safeguarding standards and principles, including compliance with our Child and Youth Safeguarding Policy, Code of Conduct, Sexual Misconduct Regulation and Anti-Corruption Regulation and any other form of unethical conduct.

Successful Consultants are expected to integrate these standards into all aspects of their work and service delivery, ensuring the highest levels of safety, professionalism, ethical conduct, and integrity at all times.

Any violation of SOS Children’s Villages Ethiopia’s safeguarding policies, Code of Conduct, or related regulations will be treated seriously and may result in disciplinary and contractual actions, including contract termination, disqualification from future procurement opportunities, reporting to relevant authorities, and any other legal or administrative measures deemed appropriate.

By working for SOS Children’s Villages Ethiopia, Consultants acknowledge and commit to upholding these safeguarding obligations and contributing to a safe, respectful, and protective environment for everyone.

Required Qualifications and Experience

Interested consulting firms or consortia of firms should demonstrate the following qualifications and competencies:

• Proven experience in institutional transformation, nonprofit governance, localization and organizational transition.
• Demonstrated experience working with international NGOs, federated organizations or comparable complex institutions.
• A proposed team leader with at least 12 years of relevant senior professional experience.
• Qualified Ethiopian legal expertise covering civil society legislation, governance, labour law, taxation, contracts and property rights.
• Strong expertise in financial sustainability, donor funding, liabilities, financial modelling and institutional risk management.
• Demonstrated competence in human resources, organizational development and change management.
• Expertise in safeguarding, institutional accountability and governance standards, preferably in child-focused or rights-based organizations.
• Strong analytical, stakeholder-engagement, facilitation and English report-writing capabilities.

Applications from consortia bringing together complementary legal, governance, financial and organizational transformation expertise are particularly encouraged.