ThaiNGO

Terms of Reference

1. Project Background

The Lancang-Mekong (LM) Region is undergoing rapid economic growth, urbanization, and population expansion, leading to a nearly threefold increase in energy demand between 2012 and 2025. As power enterprises play a crucial role in meeting these demands, they must adopt sustainable practices and robust governance frameworks to align with global climate goals. However, significant challenges persist due to the diversity of regulatory frameworks, corporate cultures, and management philosophies across LM countries. Ensuring effective corporate governance requires enterprises to enhance transparency, accountability, and risk management while balancing international best practices with localized adaptations to minimize cultural conflicts.

Recognizing these challenges, the Mekong Institute (MI), in partnership with China Southern Power Grid-Lancang-Mekong International (CSG-LMI), is conducting research to assess corporate governance issues in the LM power sector. This research aims to identify governance deficiencies, analyze best practices, and develop actionable recommendations to improve decision-making, risk management, and regulatory alignment. By strengthening governance structures, the research will contribute to a more resilient and sustainable energy future in the LM region.

2. Objective

The consultant will conduct an in-depth study on corporate governance in the LM power sector. This research will identify governance challenges, analyze best practices, and propose a governance framework tailored to the region’s unique needs.

3. Scope of Work

The consultant will be responsible for the following tasks:

3.1 Governance Landscape in the LM Region

• What are the existing corporate governance practices and structural characteristics of power enterprises (both utilities and international companies) in the LM region?
• How do these practices compare to international benchmarks (e.g., OECD Principles, IFC Standards, ASEAN Corporate Governance Scorecard, and GRI reporting guidance)?
• What regional trends, challenges, and opportunities exist in aligning governance with sustainability and energy transition goals?

3.2  Developing an Adaptive Governance Framework and Promotion Route in the LM Region

• How can an integrated governance framework be designed to harmonize international standards with the unique legal, cultural, and operational contexts of the LM region?
• What key pillars—such as transparency, stakeholder engagement, risk resilience, and cross-cultural management—should the framework emphasize?
• What role can regional partnerships play in facilitating adoption and capacity building?
• How can the governance framework be effectively promoted in the LM Region, and in what ways can its implementation strengthen regional connectivity and cooperation?

3.3  Research Report Compilation

• Lead the synthesis of all research findings and consultant contributions into a single, coherent report
• Ensure quality, consistency, and clarity across all report sections
• Integrate stakeholder feedback into the final document
• Prepare a PowerPoint presentation of the final research report

4. Research Timeline and Delivery 

4.1 Research Planning (July 2025)

• Define the research scope
• Develop a detailed methodology and work plan in consultation with MI
• Identify key stakeholders and subject-matter experts for engagement

4.2 Research Execution (July 2025)

• Conduct a comprehensive desk review of corporate governance frameworks and relevant case studies
• Carry out online interviews with key stakeholders, including representatives from power enterprises, regulators, and research institutions in Cambodia, Lao PDR, Thailand, and Vietnam
• Host an online validation workshop to present preliminary findings and gather stakeholder feedback

4.3 Reporting (July–September 2025)

• Analyze collected data and synthesize key findings
• Prepare a draft research report outlining insights, governance gaps, and actionable recommendations
• Revise the report based on feedback received during the workshop
• Integrate insights and case studies on CSG-LM and EDL-T performed by another consultant team into a final report and PowerPoint presentation

5. Research Report Outline

Title: Strengthening Corporate Governance in Lancang-Mekong Power Enterprises: A Framework for Sustainable Energy Transition

5.1  Executive Summary

• Overview of research objectives, methodology, and key findings
• Summary of key recommendations for policymakers, power enterprises, and regional bodies

5.2. Introduction

• Define the research scope based on the core questions outlined above
• Outline a detailed methodology and work plan
• Identify key stakeholders and subject-matter experts for engagement

5.3. Methodology

• Approach: Mixed-methods (desk research, stakeholder interviews, validation workshop)
• Data Sources: Policy documents, case studies (CSG-LMI, EDL-T), international governance standards
• Limitations: Data availability, regional diversity, and access to stakeholders

5.4. Governance Landscape in the LM Region

• Current Practices:
  • Organizational structures of utilities and multinational energy companies
  • Roles of boards, transparency mechanisms, and stakeholder engagement practices
• International Comparison:
  • Gaps and areas for improvement against international standards (OECD principles, IFC standards, ASEAN Corporate Governance Scorecard, and GRI reporting guidance)
• Key Challenges:
  • Regulatory fragmentation, cultural barriers, and ESG integration

5.5. CSG-LMI Case Study

• Governance Model: Description of operational and decision-making frameworks
• Gap Analysis: Assessment against global best practices
• Lessons Learned: Scalable insights for broader regional application

5.6. Adaptive Governance Framework

• Design Principles: Flexibility, inclusivity, contextual relevance
• Key Pillars:
  • Transparency: Reporting and disclosure standards
  • Accountability: Oversight mechanisms and audit systems
  • Stakeholder Engagement: Participation of communities and investors
  • Cross-Cultural Management: Human resource strategies and leadership development
• Regional Implementation Pathways: Public-private partnerships, training, and capacity development
• Expected Outcomes: Strengthened regional connectivity and cooperation through effectively promoting and implementing the governance framework

5.7. Targeted Solutions for EDL-T

• Decision-Making: Board reforms and digital tools
• Risk Management: Climate adaptation strategies and regulatory harmonization
• CSR Optimization: Community-focused renewable energy initiatives
• Regional Connectivity: Approaches of EDL-T support regional connectivity through strengthened corporate governance practices

5.8. Recommendations

• For Policymakers:
• For Power Enterprises:
• For Regional Bodies:

5.9. Conclusion

• Summary of the role of governance in achieving sustainable energy transition and connectivity
• Call to action for collaborative implementation.

5.10 Appendices

• Interview instruments
• Workshop participant list
• Comparative tables (LM practices vs. international standards)

5.11 Glossary

• Definitions of key terms (e.g., corporate governance, ESG, cross-cultural governance)

6. Deliverables

7. Payment 

The total consultancy fee is USD 12,500. The fee will be paid in four installments, tied to the successful delivery of agreed outputs:

8.     Qualification

• Proven experience in corporate governance research, energy sector analysis, and stakeholder engagement;
• Proficiency in qualitative/quantitative methods, cross-cultural communication, and policy drafting.
• Familiarity with governance frameworks and regulatory environments in the LM region;
• Solid knowledge of corporate governance for power enterprises; and
• Ability to be flexible and respond to comments.
• Applicants are expected to be available during working hours aligned with the Indochina Time Zone (ICT)
• Eligible for both individual researchers and registered companies/firms. 

9.  Application Process

If you have the skills and experience to exceed in this position and are passionate about equitable and inclusive economic growth in GMS, Submit your CV and the letter cover via the link below

>> For Google Account : https://forms.gle/wdDnhfgmEBoudjTj8

>> For Microsoft or any email provider : https://forms.office.com/r/AyvT8Sw2bu?origin=lprLink

within June 27, 2025, by select the project title “Research on Promoting Effective Corporate Governance for Power Enterprises in the Lancang-Mekong Region ”Please note that the closing date is midnight Bangkok, Thailand time