Indecon Consulting

Projects

Assignment Name

Support to the Privatisation Process and State Property Management in Uzbekistan

Location

Uzbekistan

Total Value

Large (> EUR 800K)

Consortium

N/A

Description

The project is based on an explicit request from the State Committee of the Republic of Uzbekistan for Assistance to Privatised Enterprises and Development of Competition (until April 2017 “State Committee for Privatisation, Demonopolisation and Development of Competition”), a state organisation responsible for among other managing the state property, privatisation, private sector development and supervising the securities market, to provide support in improving the corporate governance framework, thus introducing effectiveness in the management of state property and boosting the stagnated privatisation. The assignment encompasses providing Support in drafting a new Law on State Property Management, reviewing the Law on Privatisation and the Law on Limited Liability Companies as well as providing support in drafting the Corporate Governance Code. The project’s main objective is to improve the legal and institutional framework necessary to consistently improve the corporate governance framework and to facilitate private sector involvement.

A detailed legal gap analysis was carried out identifying gaps and inconsistencies in among other the existing corporate legislation and the Civil Code. The identified issues were presented in a report (strategy) outlining international procedures, necessary amendments on various areas and administrative levels, among other banning / restriction of types and number of non-incorporated enterprises (being an open liability for the state budget), introduction of criteria for state commercial activities, general decentralisation of state responsibilities and liabilities, i.e. their allocation to lower levels (regions and municipalities), defining and strengthening rights and duties of management, supervisory boards and owner’s representatives, improving transparency by introducing disclosure of compliance statements for listed companies (trust building measures to boost the Stock Exchange activities), thus discussing the concept of a Corporate Governance Code. Following an extensive discussion a respective Law on State Property Management was drafted comprising the proposed solutions and including comparative analysis and implications on existent legal framework. Consensus-building activities with key stakeholders (primarily ministries) comprise presenting and discussing the content of the draft Law in different events. These events included a study tour and workshops with representatives of ministries, members of supervisory boards and representatives of the management of SOEs in order to directly address their questions, suggestions and representations. The draft Law on State Property Management was submitted to the Cabinet of Ministers in July 2013 and to Parliament in February 2014 where it passed the second reading in 2015.

Type of Services Provided

  • Review of the state portfolio (primarily incorporated and not incorporated enterprises, real estate);
  • Assessing the institutional and legal framework for managing the portfolio of state owned property, including shareholdings and assets;
  • Review of commercial legislation, gap analysis, recommendations for reforms;
  • Assessing Corporate Governance principles in Uzbek SOEs and making proposals for its improvement;
  • Preparing report (concept) defining: (i) state property, (ii) methods of acquisition of state property, (iii) methods of divesture of state property, (iv) criteria and objectives for property to be retained under state ownership, (v) guidelines on public corporate governance for SOEs, tools and mechanisms to increase their Performance;
  • Legal drafting (Law on State Property Management) and recommendations for amendments to the Law on JSC and Law on Securities, taking into account international best practice and preparing tables showing implications on other laws;
  • Consensus-building activities;
  • Preparing the development and subsequent implementation of updated Corporate Governance Policies based on international best practice;
  • Reviewing currently applied methods and legislation relevant to privatisation including the draft Law on Privatisation and providing specific comments on among other procedures on investment obligations;
  • Training measures for dissemination and implementation of (a) existing corporate governance principles, and (b) reforms contained in the newly drafted Law (workshops and study tours for public administration involved in exercising state ownership, members of supervisory and management boards as well as management of the Stock Exchange and the Securities Commission);

Total Value

Large (> EUR 800K)

Consortium

  • indecon (lead)
  • Deloitte & Touche (member)
  • ZAB SORAINEN (member)

Description

The purpose of the project was to support the Ministry of Finance (MoF) of TAJIKISTAN and its SOE Monitoring Department (SOEMD) with implementing its Public Finance Management Reform, as part of the Government’s larger ten-year Public Finance Management Reform Strategy. The 39 months lasting project consisted in developing a Fiscal Risk Mitigation Strategy related to state-owned enterprises (SOEs), developing an improved SOE monitoring framework, including reform of the regulatory framework concerning the MoF’s administrative powers related to monitoring the SOEs financial performance, assisting in implementation of the International Financial Reporting Standards (IFRS) at large SOEs, enhancing the capacity of the MoF by designing and delivering training on SOE corporate governance, equity valuation, the use of the electronic accounting system and in the preparation of an annual subsidy report.

Type of Services Provided

  • Assessment of SOEs financial performance, of comparable enterprises in Kazakhstan and developed economies for benchmarking;
  • Determination and valuation of the large SOEs liabilities, including contingent liabilities;
  • Developing a Statement of Fiscal Risk (SFR) related to SOEs and supporting its introduction;
  • Developing instructions on issuance of guaranties & sub-lending as part of a Risk Mitigation Strategy;
  • Developing recommendations for enhancing the SOEs monitoring framework;
  • Review of the administrative segment of the budget classification and correcting/updating list of large SOEs under monitoring;
  • Review of the current dividend policy with a view to expand its scope to capture SOEs with less than 100% state ownership;
  • Valuating of and reporting on the government contingent liabilities associated with the large SOEs;
  • Enhancing the adoption of the IFRS by large SOEs;
  • Devising an illustrative example for a consolidated Statement of Financial Positions and Statement of Financial Performance consistent with the International Public Sector Accounting Standards (IPSAS) for the whole of public sector, inclusive of selected large SOEs;
  • Conducting practical workshops to SOEs’ senior staff of the accounting department on implementation of the IFRS;
  • Conducting a workshop to government staff and SOE Management on application and effectiveness of financial ratios, including Z-score formula, for the analysis of SOEs financial performance;
  • Delivering training to the MoF staff on the evaluation of the SOEs assets.

Key achievements of the project are:

  1. Development of a Fiscal Risk Management Strategy (FRMS). On September 15, 2016, the Strategy under the title of Fiscal Risks Management Strategy (FRMS) was approved by Presidential Decree N 755;
  2. Preparation of Statements of Fiscal Risks (SFRs) for 2013, 2014 and 2015 fiscal years. They gradually enhanced disclosure on SOEs
  3. Compilation of a comprehensive list of SOEs that was non-existent before;
  4. Amendment to Dividend policy for SOEs, expanding it to SOEs with more than 50% state ownership. The proposed amendments were approved by the government (Regulation 208 signed by the President on 30 April 2016);
  5. Development of reference guides for the analysis of banks and insurance companies utilizing a set of specific financial ratios being consistent with capital adequacy and other norms recommended by the Basel Committee on Banking Supervision;
  6. Drafting a new version of the Law on State-owned enterprises (SOE Law), thus introducing a revised definition of a SOE consistent with the latest Government Financial Statistics Manual of the International Monetary Fund 2014. Further, new definitions of “control” and “economically significant prices”, based on the concepts and definitions applied in the Government Financial Statistics Manual (GFSM) 2014 of the International Monetary Fund were introduced. Application of this law has been expanded to joint stock companies and limited liability companies with a state majority ownership that were not captured by the provisions of the existing law. The draft law was submitted to the MoF and included in the MoF action plan for 2017;
  7. Drafting a Corporate Governance Code for State Enterprises defining rights and obligations for the state as shareholder;
  8. Analytical and benchmarking studies on selected five large SOEs presented and discussed with the respective management.

Assignment Name

Reform of the Public Corporate Governance legal framework and reporting mechanism of SOEs

Location

Vietnam

Consortium

N/A

Description

In order to reverse the problems obstructing Vietnam’s growth (among other due to inefficiencies in the large state sector, i.e. SOEs, state owned banks, and public investments), the Government of Vietnam has prioritized reforms in these areas. The project consisted in advising the Vietnamese Ministry of Finance in drafting the Law on Investment and Management of State Capital in Enterprises, a law which is meant to enhance the legal and institutional framework for managing the large number of state owned enterprises (SOEs), dramatically reducing its number and thus safeguarding the state budget against fiscal risks stemming from SOEs, introducing competition in sectors closed for private enterprises, introducing corporate governance measures as we as providing senior staff of MoF with a detailed overview and insight on international best practice in managing natural monopolies, amongst other the rail and the power sectors. According to the new law, approved by the National Assembly in December 2014, all SOEs will have to follow similar reporting mechanisms and disclosure requirements as listed enterprises. Furthermore, the classification of SOEs shall be based on the nature of their activities, their role in the economy, which in turn will determine the desired level of state ownership and the legal framework within which SOEs are governed and operate shall be improved.

Type of Services Provided

  • Support on drafting the Law on Investment of State Capital in Enterprises (State Property Management) and providing comments to intermediary drafts;
  • Reviewing the commercial and corporate legislation incl. corporate governance legislation and practices;
  • Identifying deficiencies with regard to rights and obligations of owners and their representatives;
  • Reviewing the State budget legislation and procedures identifying possibilities to fence-off state obligations towards SOEs’ liabilities;
  • Developing recommendations and providing advice for renewing public corporate systems, strengthening the management of SOEs, their supervisory and enforcement systems;
  • Developing recommendations and providing advice for introducing transparency and accountability with regard to the central state budget and procedures for state investments;
  • Design, developing and implementing capacity building measures at the MinFin and SOEs to disseminate and implement guidelines for corporate governance structures and workshops to share international experiences;
  • Supporting strategy development to define the state’s role in the economy, thus the level of SOEs;
  • Advising on the strategy development for industries regarded as natural monopolies with regard to their suitability for privatisation;

Assignment Name

Preparation of logistic, marketing strategy and institutional development of the company

Location

Uzbekistan

Consortium

  • indecon (lead)
  • ETC (member)

Description

Support to Uzbekistan Railways (JSC Uzbekiston Temir Yullari “UTY”) in developing a strategy to address the market implications and thereby maximize benefits from their investments in the construction of the electrified Pap-Angren railway line meant to provide for a reliable connection between the Fergana valley and the rest of the country. To pursue break-even financial performance UTY needed to explore ways of how to increase its competitiveness in order to attract additional customer groups and cargo. The consultant provided consultancy services regarding logistics/supply chain management, the analysis of current and future transport demand, a Marketing Strategy including support to establish a Lead Marketing Unit as well as financial management.

The assignment comprised the following components:

  • Development of supply chain case studies encompassing agriculture, selected manufactures of higher value productions and agri-business;
  • Development of a logistics study, including reviewing the readiness of plans of UTY to ensure effective operations of the railway line, reviewing the existing marketing procedures and IT systems at UTY and establishing a framework and timeframe for a modernized System, identifying existing collecting/centralization points as part of the supply chain analysis, reviewing the existing traffic forecasts and intermodal plans, existing and future physical capacity and organizations at terminals, stations and along the line, including assessing areas for potential private sector participation in developing intermodal terminals;
  • Formulating recommendations in the form of a logistic plan;
  • Delivering training in asset management, financial management and FIDIC contract management in the form of 3 workshops of several days duration each in the respective Areas;
  • Development of a marketing strategy, including support to establish a lead marketing unit at UTY, including proposals to streamline marketing procedures and functions as well as providing guidance on diagnostic on tariff setting in synergy with the financial specialists.

Type of Services Provided

  • Overall project management and coordination;
  • Desk research;
  • Design, planning and delivering of Trainings measures (seminars) on asset managemnt, financial management and FIDIC contract management;
  • Capacity building;
  • Backstopping;
  • Reporting;

Assignment Name

Sector Analysis: Value Chain Analysis for Kazakhstan

Location

Kazakhstan

Total Value

Small (< EUR 100K)

Duration

March 2015 - August 2015

Consortium

  • indecon (lead)
  • Deloitte & Touche LLC; Kazakhstan (member)

Description

Kazakhstan aspires to become one of the world’s 30 most developed economies by 2050. The respective medium-term agenda of the Government of Kazakhstan (GoK) is to stimulate private sector investment, productivity, and economic diversification. To support the GoK a Partnership Framework Arrangement between the World Bank Group and the Government of Kazakhstan was launched in May 2014. The Partnership Framework Arrangement aims to support the efforts of the GoK to ensure a more inclusive growth that is shared widely and benefits the lower income groups. It is implemented through TA activities, investment, and institutional capacity-building projects.

The assignment consisted in conducting a sectoral analysis of opportunities for job creation with a focus on skills for a value chain in the food sector - one of the select priority sectors under the government’s economic diversification agenda. In the context of the assignment opportunities to create more and better jobs throughout the meat sector value chain were assessed comprising consultations with key stakeholders (government, private sector, donors, IFIs, etc.). Special attention has been given to SMEs, including opportunities of linkage to lead firms.

 

Type of Services Provided

  • Overall project management and coordination;
  • Desk research;
  • Preparing and designing interviews with companies, stakeholders and Government;
  • Designing detailed questionnaires for a firm-level survey;
  • Processing of Statistical data and Interviews;
  • Detailed Value Chain Analysis (quantitative and qualitative) to detect inefficiencies, potentials for upgrading the Value Chain and Job creation potential;
  • Skills Gap Analysis and Training Needs Assessment;
  • Drafting policy recommendations based on analyses;
  • Reporting;
  • Technical backstopping.

Assignment Name

Rapid Assessment of Industries in Kazakhstan

Location

Kazakhstan

Donor

World Bank

Beneficiary

Client

World Bank

Total Value

Small (< EUR 100K)

Consortium

  • indecon (lead)
  • Deloitte & Touche LLC; Kazakhstan (member)

Description

In accordance with efforts of the Government of Kazakhstan (GoK) to diversify the country’s economy, the Competitive Industries and Innovation Program (CIIP) had awarded a grant for Technical Assistance (TA) to support development of competitive industries in non-extractive sectors in Kazakhstan. The objective of the TA was to support the development of higher value-added production and increased competitiveness of non-extractive industries in order to contribute to job creation in the regions. The work was primarily to focus on increasing the competitiveness of the industry along its value chain, and on job creation.

The TA aimed to achieve its objective by helping the Government of Kazakhstan work with the private sector to pilot an approach to the development of competitive industries that is based on international good practices, tailored to the Kazakhstan context.

The assignment consisted in the assessment and identification of the most suitable high-potential sub-industries in non-extractive sectors for private sector development and subsequent formulation of an informed recommendation of a minimum of two sub-industries in non-extractive sectors suitable for the implementation of two pilot projects to be implemented by the World Bank in a joint effort with the Government of Kazakhstan.

The sub-industries and regions were to be chosen taking into account the following criteria:

  • Potential for increased competitiveness;
  • Potential for job creation;
  • Deeper integration with global value chains;
  • Alignment with existing Government programs and strategies;
  • SME growth

In the context of the assignment 19 pre-determined industries were screened in a pre-selection process, which led to the selection of 5 industries with the best development potential.

The thereafter performed in-depth analysis of the five selected industries and their sub-industries in the eight regions under study resulted in the recommendation of three sub-industries most suitable for pilot projects.

The recommendations included detailed assessments of the agribusiness sector and opportunities for SME linkage to lead firms.

Type of Services Provided

  • Overall project management and coordination;
  • Setting up framework for regional analysis and industry analysis (i.e. determining applied indicators and criteria for assessing industries);
  • Data processing for quantitative analysis and qualitative analysis;
  • Value chain analysis for several industries;
  • Technical backstopping;
  • Drafting recommendations based on analyses.

Total Value

Small (< EUR 100K)

Consortium

N/A

Description

The objective of the project was to provide senior management of state owned enterprises from Uzbekistan with a detailed overview and insight on:

  • International Concepts of Corporate Governance
  • Enhancing Competitiveness of State Owned Enterprises, and
  • Separating Management Functions from Public Administration

In the context of the seminar detailed information on international trends and structure of large infrastructure enterprises, including amongst other Uzbek Railway was to be conveyed to be followed by discussions on the respective situation encountered in Uzbekistan as well as ways to its reform.

Type of Services Provided

Preparation and delivery of presentations for a full day workshop covering amongst other:

  • the origins of corporate governance, in particular with regard to the railway sector, main concepts of the OECD corporate governance guidelines and the respective debate;
  • the need to increase effectiveness of state owned enterprises, the understanding and definition of state owned enterprises, particular legal forms of state enterprises, the scope of activities of state owned enterprises and exposing them to competition;
  • the need to separate management functions from public administration, objectives of regulation (in particular in the railways and power sector), historic development of regulation and securing independence of state owned enterprises.

Assignment Name

Study tour on SME Taxation for a delegation from the Ministry of Finance of Nepal

Location

Germany, Nepal

Total Value

Small (< EUR 100K)

Consortium

N/A

Description

Support to the Nepalese Inland Revenue Department (IRD), a department under the Ministry of Finance of Nepal, conceptualizing and organizing a study tour to Germany on “SME taxation”. Objective of the study tour was to support the SME working group of the IRD in the preparation of tax reforms in Nepal and to enhance its ability to develop policy recommendations to the Ministry of Finance of Nepal. The study tour comprised a mix of official visits to authorities on federal and regional level responsible for tax policy development and implementation as well as tax administration. These visits were subsequently supported by training workshops designed and delivered by the consultant meant to provide in-depth view and understanding of the addressed topics.

Type of Services Provided

  • Conceptualization of the program for the study tour
  • Preparation of the content to be conveyed in the context of workshops
  • Organization of meetings with authorities relevant for understanding the taxation system
  • Moderating discussions with officials from relevant public authorities and private sector experts to enabled an in-depth comparison of the German and Nepalese tax systems
  • Supporting the identification of concepts and practices adoptable in the Nepalese system

Assignment Name

Development of a concept to optimize trans-border logistics and fulfilment for ecommerce businesses

Location

Germany

Total Value

Small (< EUR 100K)

Duration

July 2013 - October 2013

Consortium

  • PMG Consult GmbH (lead)
  • indecon (member)

Description

Regional analysis of the Euro-region Viadrina (German-Polish border) related to plans to develop the location as a logistics hub for E-commerce businesses, including a Value Chain analysis. Recommendations for business development, especially for SME, were made based on local structural conditions. An action plan to fully exploit the region’s development potential, taking into account International growth sectors, development trends, and target groups for marketing was proposed.

Type of Services Provided

  • Desk research
  • Interviews with local SME businesses
  • Stakeholder interviews with industry specialists

Assignment Name

Support to the operationalisation of the Executing Agency of the Yamoussokro Decision

Location

Africa

Consortium

  • indecon (lead)
  • Deutsche Flugsicherung GmbH (DFS) (member)
  • Lufthansa Consulting (LHC) (member)

Description

The African Civil Aviation Commission (AFCAC), the African Union’s (AU) specialized agency for the Aviation sector, has been entrusted with the position of the Executing Agency of the Yamoussoukro Decision. Main objective of the Yamoussoukro Decision (YD) is to liberalise the African Air Transport sector; facilitate connections in the African continent; develop an inter-African air transport network; and expand the participation of the private sector in the African Air Transport sector. The specific objective of this project, financed by the European Development Fund, is to assist the AFCAC in becoming operational as the Executing Agency of the Yamoussoukro Decision by providing consultancy services related to: (a) organisational and institutional capacity building, (b) adjustment and development of legal frameworks, and (c) database development.

The project entails two major components delivering operational support to the AFCAC, including communication events, trainings, seminars and workshops delivered among others to AFCAC, representatives of the Regional Economic Communities (RECs) and member countries. The two major Study-Reports comprise:

(a) Study on the legal powers of AFCAC, rules on competition and consumer protection: The main objective of the study is the finalisation of the definition and clarification of the powers of the Executing Agency, as well as the related work procedures in relation to the main partners involved; namely, AU, ECA, RECs and AFRAA and comprises the following subcomponents:

(i) Study On Legal Powers Of The Executing Agency; (ii) Management of the Yamoussoukro Decision – A Gap Analysis; (iii) The Executing Agency and African Regulatory Structures, (iv) Functions, regulatory and enforcement powers of the Executing Agency; (v) Dispute Settlement Measures; (vi) Study On Competition Rules; and (vii) Study On Consumer Protection.

(b) Study on Database and related indicators (development of a civil aviation related database and related indicators): The main aim of the database is to dynamically monitor the practical implementation of the YD, based on defined indicators. Its application includes production of reports, legal, economic and statistical analysis. The prepared Study-Report primarily deals with the definition of indicators for the AFCAC Database and comprises the following sub-components:

(i) defining the specifications of a database; (ii) defining related indicators; (iii) determining data to be collected, their sources and an appropriate updating frequency; (iv) proposing an operational plan for the setting up and use of the database; (v) drafting technical and operational terms of reference in order to acquire the equipment and software necessary for the implementation of the database; and (vi) Assessing the database flexibility in case of changes, making adjustment if needed.

Type of Services Provided

  • In-depth functional analysis of AFCAC’s existing practices
  • Delivering operational, institutional and organisational support to the AFCAC departments;

Study on the legal powers of AFCAC, and rules on competition and consumer protection by harmonizing

  • Legal gap analysis, i.e. analysis of the various existing legal systems (Abuja and RECs) so as to determine the perceived functions and powers of the Executing Agency;
  • Reviewing legal documents, carrying out interviews (AFCAC, RECs, AUC);
  • Drafting the following legal instruments (Regulations and implementation guidelines) to be adopted as Appendices to the YD:

a)       Draft Regulation on the Powers, Functions and Operations of the Executing Agency of the YD;

b)       Draft Regulation on Procedures to be Applied by the Executing Agency for the Issuing of Opinions, Recommendations, Decisions and Guidance Material (“Rulemaking Procedure”);

c)       Draft Regulation on Dispute Settlement Mechanisms Relating To the Implementation of the YD;

d)       Draft Regulations on Competition in Air Transport within Africa;

e)       Guidelines and Procedures for The Implementation Of The Regulations on Competition in Air Transport Services within Africa;

f)        Regulation on Protection of Consumers, provision of an African Air Transport Fund and liability of service providers in passenger air transport services.

Study on Database and related indicators

  • Review of previous studies on the impact of air transport liberalisation;
  • Data collection based of an own developed Indicator Questionnaire, distributed to the stakeholders (RECs and member states) and processing the results;
  • Defining legal, economic and statistical indicators;
  • Defining database requirement;
  • Drafting terms of references for the acquisition of the database system;
  • Capacity building at AFCAC’s IT department

Communication events, trainings, seminars and workshops

  • Coordinating and organising high-level meetings of AFCAC, REC and member state representatives to present, discuss and seek approval (validation) of the project’s findings and results

Assignment Name

Study on Cooperation on the Syr Darya River

Donor

World Bank

Beneficiary

World Bank

Client

World Bank

Total Value

Small (< EUR 100K)

Duration

2011 - 2012

Consortium

N/A

Description

As part of a series of case studies initiated and funded by The World Bank, the Study on Cooperation on the Syr Darya River in general aims to improve the regional water cooperation in Central Asia, particularly in the Aral Sea basin. The World Bank considers, in close cooperation with the other international funding agencies, the regional organisations (EC IFAS, ICWC and ICSD) and governments of the Central Asian region, to use the analysis and recommendations for the development of an improved cooperation between the riparians with the ultimate aim to make better use of existing water resources and thereby improve the living conditions of the people in the Aral Sea region.

The focus of the analytical effort in the Study is to identify, inventory, and categorize the risks as perceived by the countries as they contemplate engaging in regional cooperation over international waters (IW). The output of the study is a systematic analysis of perceived risks from a national perspective.

Further topics are:

  • Understanding of regional, bi- and multilateral activities of the Syr Darya riparians;
  • Identification of root causes of past, present and potential future water use problems;
  • Detection of reasons for success and failure of cooperation attempts, especially in the implementation of 1998 Syr Darya Agreement.
  • Development of risk-reducing, as well as benefit-generating activities in Central Asia.

Type of Services Provided

  • Data collection and overall analysis of the past and the present situation in water resources cooperation in Central Asia;
  • Determining key stakeholders and key co-operators of the Syr Darya case;
  • Assessing internal drivers in the various countries and their impacts on country decisions on (non-)cooperation;
  • General interference on the role of perceived risks and ways to overcome those;
  • Recommendations for external actor’s strategies to mitigate or reduce risks;
  • Specific proposals for future actions in the Syr Darya Basin (reform of IFAS, new approaches with regard to water conventions and agreements).

Assignment Name

Outsourcing Railway Infrastructure Maintenance activities

Location

Montenegro

Total Value

Large (> EUR 800K)

Consortium

N/A

Description

In the context of Montenegro’s railway sector reform, the Ministry of Transport (MoT) decided to have the railway infrastructure maintenance works carried out by an external, i.e. independent third party on the basis of a Multi-Annual-Contract (MAC). With the purpose to have a comprehensive strategy and a tailored MAC developed and subsequently implemented, the Privatisation Council of Montenegro appointed indecon consulting as Transaction Advisor. The assignment consisted of:

  • An assessment of the procedures for planning, carrying out and monitoring rail infrastructure maintenance;
  • An assessment of the institutional and legal framework required for the outsourcing of rail infrastructure maintenance and the introduction of a MAC and subsequent advice to the MoT on necessary adjustments;
  • Development of a scheme for having the rail infrastructure maintenance planned by the infrastructure manager ŽICG, carried out by an independent party and monitored by the appointed disbursement agency (the Railway Directorate) and subsequent advice to the MoT on its implementation;
  • Development of a detailed strategy to (i) identify the relevant staff involved in planning and monitoring maintenance on one hand and staff involved in carrying out maintenance on the other hand; (ii) transferring the latter staff to a newly established separate maintenance department, exclusively dedicated to carrying out maintenance; (iii) spinning-off said department into a newly legal entity (company); (iv) privatising the new company; and (v) entrusting it with the performance of rail infrastructure maintenance activities on the basis of a MAC;
  • Advice to the MoT on issues related to the implications of the various types of MAC and its respective implications;
  • Development of a Multi-Annual-Contract;
  • Preparation and implementation of the tender documentation, identifying and stirring interest among potentially interested parties.

The yearly amount dedicated to the Multi-Annual-Contract is approx. EUR 10.000.000.

Type of Services Provided

  • Assessing the spin-off process from Railway Company of Montenegro into (a) Railway Infrastructure and Railway Transport and subsequently from Railway Transport into (b) Railway Passenger Transport and (c) Railway Freight Transport (MONTECARGO) and identifying unsettled and non-addressed aspects with relevant implications for the performance of the companies, in particular Infrastructure Company ŽICG;
  • Performing a procedural assessment at ŽICG to comprehend its organisational structure, applied procedures and allocated responsibilities for performing rail infrastructure maintenance and capture the respective financial flows;
  • Illustrate the applied procedures involving the Railway Directorate as disbursement agency and advising the MoT on the envisaged scheme;
  • Designing a scheme and developing a corresponding implementation strategy for the outsourcing;
  • Outlining the economic and legal implications with the intention to build ownership at company level for the envisaged change;
  • Development of a tailored measured term Multi-Annual-Contract;
  • Assessing the management’s willingness to support privatisation;
  • Assessing the availability of national technical railway standards in relation to their applicability to a MAC and advising the MoT on how to overcome  the current;
  • Preparing tender documentation for the divestiture of the new Infrastructure Maintenance Company and for the award (by competitive bidding) of the five year Multi-Annual-Contract. The process includes identifying potentially interested parties, stirring their interest in the investment opportunity and performing the respective contract negotiations;
  • Identification and attraction of suitable investors.

Assignment Name

Transaction Advisor for the Privatisation Council of Montenegro’s Railway Undertakings

Location

Montenegro

Total Value

Large (> EUR 800K)

Consortium

N/A

Description

Direct mandate as Transaction Advisor (resulting from a competitive bidding procedure) with the Council for Privatisation of Montenegro. The contract foresaw the:

(a)  Privatisation of Montecargo JSC, the railway freight operator of Montenegro;

(b) Spinning off and outsourcing the infrastructure maintenance activities of the railway infrastructure company (ŽICG); and

(c)  Outsourcing the commercial development and commercial operation of the railway stations owned by ŽICG.

Besides reviewing, commenting and developing the legal and institutional framework required to ensure the functioning of the sector and necessary for the respective privatisation, each of the involved companies needed to be individually assessed with regard to their corporate governance practices. Respective reports and recommendations were prepared, presented to and discussed with the Minister.

Type of Services Provided

  • Reviewing the corporate governance legislation, their gaps and insufficiencies with regard to SOEs;
  • Assessing the corporate governance practices in the state owned railway companies (infrastructure and cargo operator) and discussing its improvement with the Ministry of Transport (owner) – in the meantime all three state owned rail companies (infrastructure, cargo and passenger transport) are reporting their compliance with the Montenegrin Corporate Governance Code (established 2009 by the Montenegro Stock Exchange in cooperation with the IFC);
  • Performing legal and commercial due diligence;
  • Preparing and implementing the tender process including the preparation of the respective information memorandum, the identification and attraction of investors, carrying out the respective tenders and elaborating and negotiating the purchase agreement for the cargo operator;
  • Developing a strategy to spinning-off routine infrastructure maintenance activities of ŽICG, defining the rights and duties of the Railway Directorate in monitoring signing off infrastructure maintenance activities, preparing a five year Multi-Annual-Contract to outsource the maintenance activities and have these activities outsourced through competitive bidding; and
  • Identifying the key railway real estate suitable for outsourcing it for development and commercial operation through long term concessions or long lease agreements.

Key achievements of the project are:

  1. Negotiated purchase price: € 4.620.000
  2. Guaranteed investment obligations: € 12.000.000

Assignment Name

Pre-privatisation and Privatisation of MONTECARGO JSC (Rail Freight Operator)

Location

Montenegro

Total Value

Large (> EUR 800K)

Consortium

N/A

Description

The Government of Montenegro (GoM) wished to strengthen the national freight transport sector by specifically supporting the development of the rail freight sector.

In order to achieve a reliable, high quality and competitive rail freight sector, the state owned rail freight operator (MONTECARGO) requires modernisation through investments into rolling stock (freight wagons and locomotives) and qualification of its staff. Not having the financial means required for the company’s modernisation, nor the resources and capacity necessary to lead the company (corporate governance), GoM decided to privatise MONTECARGO and thus withdraw from this specific sector. For this purpose the Privatisation Council of Montenegro appointed indecon consulting as Transaction Advisor.

The assignment consisted of:

  • An assessment of MONTECARGO’s preparedness for privatisation and advising the Ministry of Transport (MoT) and MONTECARGO on necessary adjustments on company level;
  • Advice to the MoT in designing and introducing corporate governance procedures, in particular internal procedures and their monitoring in MONTECARGO. The procedures focussed on management control on operations and capital expenditure;
  • An assessment of the institutional and legal framework required for the operation of a privately owned rail freight operator and advising the MoT and the Railway Directorate (Regulatory Authority) on necessary adjustments;
  • Advice the MoT on issues related to market entry rules for rail freight operators;
  • Assessment of the conditions envisaged for the public service obligations (PSO);
  • Assessment of the conditions and rules to acquire capacity paths stipulated in the Network Statement and on the procedure for determining access charges;
  • Preparing and implementing the tender process including identifying potentially interested parties, stirring their interest in the investment opportunity and performing the respective contract negotiations.

Negotiation with the investor resulted in: EUR 4,620,000 purchase price and EUR 12,000,000 of contractually guaranteed investment commitment.

Type of Services Provided

Services provided comprised corporate finance, technical & legal advice and corporate governance aspects:

  • Assessing the undergone spin-off process from the former Railway Company of Montenegro into (a) Railway Infrastructure (ZICG) and Railway Transport and subsequently from Railway Transport into (b) Railway Passenger Transport (Prevoz) and (c) Railway Freight Transport (MONTECARGO) and identifying unsettled and non-addressed issues with implications for the performance of the companies, in particular MONTECARGO;
  • Advising MoT on completion of the spin-off process including aspects of valuation and allocation of assets and liabilities as well as spinning-off the rolling stock maintenance workshop (until then part of Prevoz) into a independent JSC directly owned by the state;
  • Advising on the specifications of rail operator – rolling stock maintenance workshop service contracts;
  • Advising on the contract between the Infrastructure Manager and the rail freight operator
  • Performing a due diligence at MONTECARGO and flagging deficits on managerial, corporate finance and contractual level;
  • Assessing the management’s willingness to support privatisation;
  • Analyzing and commenting the Collective Agreement;
  • Assessing the assets, identifying surplus assets (not necessary for the operation) and advising the company and the MoT on the respective asset management;
  • Assessing the multi-national and bilateral (Serbia-Montenegro) railway agreements to be applied also to private owned operators;
  • Reviewing the railway relevant legal framework (Law on Railway, Law on Railway Safety, Law on contracts of railway transport, Law on Inspection Control, Law on ratification of agreement on establishing South-East Europe High Performance Railway Network, Law on transport of dangerous goods, etc) required to ensure the functioning of the sector and necessary for MONTECARGO’s privatisation,
  • Reviewing and commenting the institutional framework (Railway Directorate, Safety Inspectorate, Board for allocation of capacity paths) required to ensure the functioning of the sector and necessary for MONTECARGO’s privatisation,
  • Preparing tender documentation and carrying out the respective tender;
  • Identification and attraction of suitable investors;
  • Developing and negotiating the Sale-and-Purchase-Agreement for selling the package of state owned shares in MONTECARGO;

Assignment Name

Support to the Albanian Ministry of European Integration

Location

Albania

Total Value

Small (< EUR 100K)

Consortium

N/A

Description

In view of Albania having been invited to prepare for discussions and negotiation for its accession to the European Union the respective Albanian administrative staff required to be trained on various aspects of the respective Questionnaire. The objective of the assignment was to provide training for senior level officials and civil servants of the Ministry of European Integration (MEI) and relevant line Ministries involved in the process of answering the Questionnaire provided by the EU. The assignment was to focus on the two chapters (21 and 14) regarding transport and transport infrastructure taking into account the recent experience made on this matter in neighbouring Montenegro.

Based on the discussions held during the workshops and the earlier adopted Roadmap for the preparation of the Albanian public administration for the answering the EC Questionnaire, recommendations were prepared for the Government to deal with the matter.

Type of Services Provided

  • Reviewing the Answers provided to the respective chapters by the Government of Montenegro
  • Reviewing the questionnaire submitted to the Government of Albania by the EU with regard to transport and transport infrastructure
  • Developing a concept to address these issues with the target audience
  • Elaborating a Power Point Presentation “on the Preparation of the Public Administration of Albania for the EC Questionnaire Chapter 21 & chapter 14”
  • Preparing and delivering a training program for the administration of Albania to understand the questions, the functioning of regulated transport markets, and to deal with developing their own strategy for answering the questions

Consortium

  • indecon (lead)
  • SIDC, Ireland (member)
  • Drewry, UK (member)

Description

The objective of this project financed by the EU CARDS Programme was to foster and re-activate the Montenegrin economy by establishing a competitive and self-reliant port sector. For this purpose the legal, institutional and regulatory framework needed adjustments amongst other for its harmonization with European legislation and international best practice. The project focused on the Port of Bar, the country’s largest international port.

Type of Services Provided

  • Drafting the primary (Law on Ports) and secondary legislation necessary for establishing a Port Authority and regulating the transformed port sector in line with European legislation and in accordance with international best practice. One of the main features of the Law on Ports was the introduction of the Land-Lord-Port-Model and the concessioning of the pot operation. The Law on Ports was approved by Parliament in 2008;
  • Harmonising the draft Law on Ports with the draft Law on Concession and other relevant Laws (Property, Public Procurement, PPP) for the envisaged concession of the port operation;
  • Establishing a Port Authority, training its envisaged management for their duties;
  • Preparation of a Development Strategy for the port sector including the Port Free Zone and a specific privatisation strategy for the concession of port operations;
  • Assessment of the application of corporate governance policies at the state owned port operator (PoB);
  • Restructuring of Port of Bar aiming its preparedness for the concession of operations;
  • Identifying and attracting international investors to the Montenegrin port sector.
  • Drafting the concession agreement for the port operation

Assignment Name

Training of Insolvency Administrators

Location

Serbia

Duration

April 2007 - July 2008

Consortium

  • indecon (lead)
  • BBL Bernsau Brockdorff & Partner (member)

Description

The Bankruptcy Proceedings Law (from 2004) stipulated that Insolvency Administrators are required to be licensed prior to being assigned to a case by the respective commercial court. In order to obtain such a license candidates need to pass a professional examination held by the Bankruptcy Supervision Agency. The exam is based on a comprehensive curriculum comprising legal and business aspects. 332 licenses for insolvency administrators had been issued until the end of 2006.

However, the way insolvency administrators were approaching their cases revealed a general focus and preference to liquidate the assets of the insolvent enterprise and thus closing it down rather than assessing and pursuing its restructuring potential (going concern). Closing down enterprises undergoing insolvency procedures leads to rising unemployment and increased social hardship. Assessing and pursuing restructuring potential bears the potential of employment and fiscal income through taxes.

The focus of this project was on capacity building of insolvency administrators in the field of enterprise restructuring as an alternative instrument to closing them down. The project supported the Bankruptcy Supervision Agency in developing and introducing a training program for qualifying bankruptcy administrators to identify and pursue restructuring potential in insolvency cases. The curriculum of the required licensing exam was adapted accordingly.

Type of Services Provided

  • Identification and analysis of a pilot insolvency case, suitable for restructuring;
  • Preparing alternatives to the existing reorganisation plan for chosen pilot case, including the identification of potential market fields for the different ”going concern” parts;
  • Reviewing the reporting mechanism of SOEs undergoing bankruptcy procedure and the analysis procedure by the recipient;
  • Developing and introducing a training programme for insolvency administrators according to national requirements and individual needs;
  • Development of optimised training material comprising analysis tools for identifying restructuring potential including a possible different use of the enterprise assets, i.e. change of business type;
  • Training and coaching of insolvency administrators with regard to corporate governance principles and their rights and duties and in applying analysis tools in the field of enterprise restructuring through seminars and on-the-job training;
  • Training and coaching insolvency administrators in assessing and developing viable business cases among their assigned insolvency cases thus providing business advisory services;
  • Train the trainers within the Bankruptcy Supervision Agency;
  • Introducing analysis tools in the curriculum relevant to the licensing exam for insolvency administrators

Total Value

Large (> EUR 800K)

Consortium

N/A

Description

Advising the Serbian Ministry of Economy and Privatisation and later on the Serbian Privatisation Agency (SPA) on implementing the government’s privatisation program and consequently in setting up the legal and institutional framework for the establishment of an effective privatisation agency. This included commenting on the draft Law on Privatisation, the draft Law on the Privatisation Agency, the draft Law on Bankruptcy as well as drafting the sub Law (decree) on privatisation through auctions. Once these laws came into effect and the Privatisation Agency was established, the project redirected its focus towards setting up the Privatisation Agency, i.e. designing the organisational structure, defining the profile for its staff and developing procedures on work and document flow.

Further topics were:

  • Advising on privatisation through auction sale of (planned) 7000 companies in Serbia resulting in successful sale of 1.600 companies;
  • Designing a concept for ameliorating the social impact caused by privatisation and restructuring related redundancy. Analysis of the labour policy, laws and market. In depth analysis of the regional structures for ameliorating unemployment (active and passive measures). Designing a concept to establish regional structures to coordinate and implement employment measures;
  • Designing and drafting procedures to monitor compliance of contractual obligations (contract monitoring);
  • Designing mechanisms for handling environmental liabilities in the context of privatisation;
  • Investor search and sales promotion;
  • In-depth cluster and sector analysis of privatisation impact and post-privatisation performance;
  • Development of a concept for setting up a bankruptcy department within the SPA to handle the cases of state and socially owned enterprises undergoing bankruptcy procedure;
  • Preparing and implementing internal procedures for administrating bankruptcy cases in line with the overall implementation of the newly defined legal framework
  • Advising on PR an marketing activities aiming on communication with the public and potential investors; design of a communication programme for public education

Type of Services Provided

  • Institution building;
  • Policy advise;
  • Advising the SPA concerning the final wording of  the Serbian draft Law on Bankruptcy;
  • Support to the SPA in establishing the Bankruptcy Unit in charge of insolvency and bankruptcy procedures of state owned enterprises;
  • Streamlining communication between government institutions;
  • Implementation of procedures to increase the efficiency of privatisation;
  • Advising the Contract Monitoring unit on organisational and procedural issues; preparation and organisation of a study tour; design of a database for operational and analytical purposes;
  • Social adjustment policy advice and implementation of assistance;
  • Training insolvency managers;
  • Designing and carrying out seminars on capacity development for insolvency managers;
  • Staffing and training of SPA employees;
  • Designing and carrying out round tables for discussing different views and interpretations of how to implement the law between judges and insolvency managers;
  • Supporting insolvency managers in their tasks, in particular on the implementation of first steps (securing and identifying assets and valuables) after opening of bankruptcy cases; one of the objectives was to identify the going concern potential of the enterprises (mainly SME).

Assignment Name

Economic Reform Management

Location

Montenegro

Beneficiary

Consortium

  • indecon (lead)
  • TaylorWessing (member)

Description

Capacity building at the Office of the Deputy Prime Minister responsible for Economic Policy and Development and chair of Office for Economic Policy and Development (OEPD) responsible for implementation of the ‘Economic Reform Agenda’. Main focus consisted in organisational and administrative improvements in policy formulation, coordination and implementation. Particular focus of the Economic Reform Policy was the strengthening of SME. Advisory support was provided to the DPM Office for:

(a)  Organisational and administrative improvements, including, but not limited to:

  • Developing institutional and technical capacity in steering, coordinating and monitoring policy making and implementation of Economic Reform Agenda;
  • Development of and putting into practice an efficient methodology for supervision of implementation of the Cabinet and DPM acts related to economic policy and development matters in line with best EU practice;

(b)  Building capacity for more effective policy formulation and implementation;

  • Assistance in prioritisation and implementation economic reform measures;
  • Improve the coordination of TA and provide inputs for future programming of EAR TA in the area of enterprise development.

(C) Private Sector Development and support to economic reforms:

  • Carrying out a survey in the private sector

Type of Services Provided

Public administration reform:

  • Capacity and functional assessment of the selected institutions coordinated by the Deputy Prime Minister’s (DPM) Office;
  • Drafting Procedure Manual for submission to the GoM documents related to economic policy and development;

Capacity Building:

  • Training seminars for civil servants on preparation of public policy documents and legal drafting;
  • Provide quality standards, examples of best practises in preparation of public policy documents;

Private Sector Development and support to economic reforms:

  • Providing TA to implementation of selected priority projects with particular focus on enhancing private sector development, improving business environment and improving conditions for FDI;
  • Survey in the private sector with focus on required measures to enhance business environment, export activities, access to capital and FDI. Amongst other establishing a permanent Forum for consultations with private sector.
  • Survey of Business Environment in Municipalities to identify the different applied business conditions;
  • Organizing and carrying out a survey on corporate governance practises in Montenegro.
  • The conclusions were discussed with the stakeholders and presented to the general public followed by the formulation of recommended reforms and respective strategies.

Assignment Name

Assistance to the Serbian Privatisation Agency in strengthening its compliance monitoring capacity

Location

Serbia

Consortium

  • indecon (lead)
  • Clyde & Co (member)
  • Clyde d.o.o. (member)

Description

The task consisted in strengthening the capacity of the Privatisation Agency for compliance monitoring of Sales Purchase Agreements (SPAs), which were concluded in the course of privatisation. The project, financed by the EU CARDS Programme, included a strong component of institution building and developing administrative procedures, since it provided for defining and systematising the interaction of different governmental and administrative bodies.

Type of Services Provided

  • Monitoring the legal, commercial, financial and social aspects of 300 executed SPAs;
  • Improving the existing monitoring methodology and drafting a handbook; and
  • Assessing whether the buyer’s obligations are fulfilled and which consequences are appropriate in case of non-fulfilment

Assignment Name

Assistance to the Privatisation Agency of Serbia in Strengthening its Corporate Restructuring Centre

Location

Serbia

Consortium

  • indecon (lead)
  • Icon-institute (member)

Description

The overall objective of this project, financed by th EU CARDS Programme, was to assist Serbia in its structural adjustment and transition to a market-based economy through SOE “disposition” (privatisation, assets sales, spin-offs, liquidations). The specific objectives were to provide the Corporate Restructuring Centre of the Privatisation Agency with assistance aiming at CRC across its activities while dealing with each enterprise’s financial and legal restructuring issues and to support CRC marketing activities in the process of sales of assets/capital of the selected companies. Co-ordinate their activities with financial and legal advisors hired by CRC to prepare Restructuring Programs and assist the CRC management in day-to-day decision-making process.

Results achieved/expected

  • Support the Agency in obtaining over a period of 12 months approval of their Restructuring Program for enterprises under restructuring for which the preparation of Diagnostic Reports and Restructuring Programs is finalised or close to finalisation
  • Assist the Agency in achieving during the same period provisional settlements of debtor/ creditor relationships for selected enterprises for which the Privatisation Agency launched the Privatisation Initiative
  • Advise the CRC Director on improving the quality of CRC work and the overall effectiveness of the PA in conducting of the processes under its responsibility
  • Recommend to the Agency optimal sales procedure and method of privatisation for selected enterprises.

Type of Services Provided

  • Advise the CRC management on possible improvements of CRC functions, internal procedures, inter-departmental information and workflow and best management practices related to the restructuring/ privatisation activities in order to increase the quality level of CRC work and the overall effectiveness of the PA in conducting the process
  • Provide strategic advice on conclusions and recommendations for restructuring made by the teams of advisors
  • Improve the debt-settlement procedure which constitutes a particular stage of the process of privatisation through restructuring, and actively participate in the debt*settlement process on behalf of the PA upon request of CRC Director (i.e. amending or making proposals for debt reconciliation to majority creditors of the companies undergoing restructuring, and assisting the said companies in negotiation of such proposals, under supervision and with an approval of the CRC Director)
  • Assist PA in obtaining approval of their Restructuring Programs for selected enterprises under restructuring
  • Assist PA in achieving preliminary settlements of debtor/creditor issues for selected enterprises
  • Recommend to the Agency optimal sales procedure and method of privatisation in accordance with identified potential investors interest and market position of the company’s subject of privatisation, and review and finalize marketing documents and recommendations prepared by teams of advisors at the earlier stage.

Assignment Name

Privatization of Lithuanian Airlines (LAL)

Location

Lithuania

Duration

July 2001 - May 2003

Consortium

  • indecon (lead)
  • Sorainen Law Office (member)
  • Aviation Engineering office Korsak (member)

Description

indecon advised the Lithuanian Government during the privatization of the national airline, Lithuanian Airlines (LAL). The project included the assessment and the adaptation of the regulatory framework necessary for the privatization of the airline. Furthermore, indecon carried out a detailed investigation of the state enterprise and formulated respective and appropriate restructuring recommendations to the Government. Subsequently indecon organised and carried the international tender procedure.

Type of Services Provided

  • Preparing a privatisation strategy for the airline and its subsidiaries addressing the implications on the international air transport market. This strategy had to be approved by the Government of Lithuania.
  • Analysing the domestic and international legal framework relevant to the privatisation of a national carrier.
  • Performing a legal, business and financial due diligence of the airline and all its subsidiaries and drawing recommendations regarding steps to undertake prior to launching an international tender
  • Identifying potential strategic investors and drawing their attention on this investment opportunity
  • Preparing the information memorandum, the investors´ information package including a draft sales and purchase agreement and a draft shareholders agreement
  • Preparing, organising and running an international tender, organising the data room for investors