UNIDROIT - Report General Assambly 2019

EN GENERAL ASSEMBLY UNIDROIT 2019 78th session A.G. (78) 12

Rome, 12 December 2019 Original: English/French December 2019

REPORT

(prepared by the UNIDROIT Secretariat)

Summary For the information of the Members of the General Assembly Action to be taken None Related documents None

Contents Item No. 1: Opening of the session by the Secretary-General and the Chair of the General Assembly 2018-2019 2 Item No. 2: Election of the Chair of the General Assembly 2019-2020 3 Item No. 3: Adoption of the agenda (A.G. (78) 1 rev. 2) 4 Item No. 4: Statement regarding the Organisation’s activity in 2019 (A.G. (78) 2) 4 Item No. 5: Adoption of the Work Programme of the Organisation for the 2020-2022 triennium (A.G. (78) 3) 7 Item No. 6: Final modifications to the Budget and approval of the Accounts for the 2018 financial year (A.G. (78) 4) 9 Item No. 7: Adjustments to the Budget for the 2019 financial year (A.G. (78) 5) 10 Item No. 8: Arrears in contributions of Member States (A.G. (78) 6 rev.) 11 Item No. 9: Report of the Chairman of the Finance Committee on its 87th session (F.C. (87) 9) and adoption of Contributions Chart (A.G. (78) 11 rev.) 11 Item No. 10: Approval of the draft Budget for 2020 and fixing of the contributions of Member States for that financial year (A.G. (78) 7) 14 Item No. 11: Appointment of the Members of the Administrative Tribunal (A.G. (78) 8) 15

Item No. 10: Approval of the draft Budget for 2020 and fixing of the contributions of Member States for that financial year (A.G. (78) 7) 14 Item No. 11: Appointment of the Members of the Administrative Tribunal (A.G. (78) 8) 15 Item No. 12: Appointment of the Auditor (A.G. (78) 9) 15 Item No. 13: Implementation of the new compensation and social security package offered to UNIDROIT staff (A.G. (78) 10) 16 Item No. 14: Any other business 17

APPENDIX I 18

APPENDIX II 252. UNIDROIT 2019 – A.G. (78) 12

Item No. 1: Opening of the session by the Secretary-General and the Chair of the General Assembly 2018-2019

1. The 78th session of the General Assembly of the International Institute for the Unification of Private Law (UNIDROIT) was held at the seat of UNIDROIT on 12 December 2019. A list of participants is included in Appendix I.

2. The Chair of the General Assembly 2018-2019, H.E. M r Paul Dühr , the Ambassador of Luxembourg in Italy, welcomed the participants and proceeded to open the session. He invited the Secretary-General to take the floor to say a word of welcome.

3. The Secretary-General thanked the Chair of the General Assembly 2018-2019 and welcomed the participants to the session. He was pleased to report to the General Assembly that UNIDROIT found itself in a very healthy state in terms of the progress of its substantive work, as well as with a strong and improving situation regarding its finances and administrative organisation. In particular, he highlighted the recent successful Diplomatic Conference held in November in Pretoria, South Africa, in cooperation with Department of International Relations and Cooperation (DIRCO) of the Republic of South Africa which saw the adoption of the Fourth Protocol to the Cape Town Convention on Matters

highlighted the recent successful Diplomatic Conference held in November in Pretoria, South Africa, in cooperation with Department of International Relations and Cooperation (DIRCO) of the Republic of South Africa which saw the adoption of the Fourth Protocol to the Cape Town Convention on Matters Specific to Mining, Agricultural and Construction Equipment (hereinafter MAC Protocol) . This achievement represented the finalization of fourteen years of work and the Conference was deemed to be very successful in the opinion of both the delegates and also of the industry representatives present. In total, over 150 delegates, 43 States, one regional integration organisation, three intergovernamental organisations including the World Bank, four international NGOs, and technical advisors were in attandance. Four States have already signed the new treaty on the day of its adoption, being the Republic of Congo, the Republic of Gambia, the Republic of Parag uay and the Federal Republic of Nigeria. And over 20 States have expressed their keen interest in starting the process leading to signature. He expressed heartfelt appreciation to the Republic of South Africa for hosting the Diplomatic Conference and for their excellent collaboration all throughout. Finally, he provided an update regarding the Secretariat staffing, noting the retirement of Senior Legal Officer, Frederique Mestre, and thanking her for over thirty years of loyal services to the Insititute. With her departure, funds had been made available to create two new positions and hire Legal Officers Philine Wehling and Priscila Andrade. He also noted the departure of another Legal Officer, Neale Bergman, who had been replaced by the Senior Legal Officer Carlo Di Nicola. The Secretary-General expressed his satisfaction in seeing the arrival of new blood and his great expectations for the drive and energy they will bring to the Institute.

4. The Chair of the General Assembly 2018-2019 thanked the Secretary-General for his words of welcome and proceeded to note a number of significant achievements and important developments for the Institute over the past year both in terms of progress of substantive work and administrative improvements. He began by expressing heartfelt thanks to the South African authorities for hosting the MAC Protocol Diplomatic Conference in Pretoria and for all of their support and hard work in ensuring

welcome and proceeded to note a number of significant achievements and important developments for the Institute over the past year both in terms of progress of substantive work and administrative improvements. He began by expressing heartfelt thanks to the South African authorities for hosting the MAC Protocol Diplomatic Conference in Pretoria and for all of their support and hard work in ensuring such a successful outcome. He further noted that the principles of reinsurance contract law (PRICL) had been finalized and the “black letter rules” had been presented by the working group members to UNIDROIT’s Governing Council in May 2019. He also mentioned the ongoing development of the future Legal Guide on Agricultural Land Investment Contracts (ALIC), the Zero Draft of which had recently seen an extended and broad consultation process through online consultations and a series of three regional consultations. The Chair noted the ongoing efforts to secure the entry into force of the Rail Protocol, also known as the Luxembourg Protocol. He evoked the critical role of investments in transportation infrastructure as well as the relevance to the Sustainable Development Goals and expressed hope that the Protocol would soon be in force, appealing to the gathered representatives to encourage their capitals to see to it that the Rail Protocol was signed and ratified as soon as possible. Finally, he noted the implementation of the previously approved social security reforms and the ongoing efforts to improve UNIDROIT’S regulations and overall administration.UNIDROIT 2019 – A.G. (78) 12 3.

Item No. 2: Election of the Chair of the General Assembly 2019-2020

5. The Chair of the General Assembly 2018-2019 invited nominations from the General Assembly for the role of Chair of the General Assembly for 2019-2020, noting that the post of Chair of the General Assembly traditionally rotated among the four geographic regions of UNIDROIT and that it is now the turn of the Africa group to nominate the new Chair for the period of 2019-2020.

6. Upon nomination by the representative of South Africa, the General Assembly, by acclamation, appointed Mr Abubakar Malami, Honourable Attorney – General of the Federation and Minister of

turn of the Africa group to nominate the new Chair for the period of 2019-2020.

6. Upon nomination by the representative of South Africa, the General Assembly, by acclamation, appointed Mr Abubakar Malami, Honourable Attorney – General of the Federation and Minister of Justice, Nigeria, as the Chair of the General Assembly 2019-2020.

7. The Chair of the General Assembly 2018-2019 thanked all those who were present for their support and he further expressed his gratitude towards the Secretariat for its support over the past year.

8. The Secretary-General expressed heartfelt thanks to the Chair of the General Assembly 20182019 and asked for a round of applause as a token of appreciation.

9. The Chair of the General Assembly 2019-2020 expressed thanks and welcomed all to the 78th session of the General Assembly. He further expressed his gratitude for the confidence expressed towards Nigeria and towards him to serve in the role of chair, and he extended special thanks to South Africa for the nomination and to all the states who expressed support in favour of Nigeria. He called upon representatives to express their appreciation for the outgoing Chair.

10. The representative of South Africa voiced appreciation for the excellent work carried out by the outgoing Chair and wished the incoming Chair all the best in his task in the year ahead.

11. The representative of Australia echoed the comments made by the representative of South

Africa.

12. The Chair of the General Assembly 2019 -2020 extended a warm welcome to the representatives and conveyed the warm greetings of the President of Nigeria, H.E. Muhammadu Buhari.

He expressed sincere appreciation to members for their nomination and endorsement of Nigeria as Chair of the 78th session of the General Assembly and noted that he was honoured to serve in this role, especially at this auspicious time which coincides with the adoption of the new Work Programme for the 2020-2022 triennium. He noted that Nigeria had been a member of UNIDROIT since 1964 and that

especially at this auspicious time which coincides with the adoption of the new Work Programme for the 2020-2022 triennium. He noted that Nigeria had been a member of UNIDROIT since 1964 and that UNIDROIT’s activites had become increasingly relevant to Nigeria’s economy, which is Africa’s largest, and is further projected to be amongst the top 20 in the world by 2050. He noted t hat with recent advancements in the areas of telecommunications and e -commerce, Nigeria had taken a growing interest in the global legal framework being developed by UNIDROIT.

13. Turning to the expected developments in the coming year, he looked forward to the swift entry into force of the MAC Protocol – recently adopted at the Diplomatic Conference in Pretoria, South Africa – as well as the finalisation of the Legal Guide on Agricultural Land Investment Contracts and its eventual adoption at the Governing Council in May 2020. Hopefully, 2020 would also see the entry into force of the Luxembourg Rail Protocol which required only one more ratification, and could facilitate the cross-border financing of rolling stock thereby generating economic growth and creating further momentum to attract more Contracting States. As for institutional developments, the next year would see the commencement of the implementation of the new Work Programme for the 2020 -2022 triennium, which he noted was of great importance for guiding the use of UNIDROIT’s resources. As would be discussed further that day, in addition to the full implementation of the compensation and social reforms, the coming year would also see other improvements in UNIDROIT’s regulations and overall administrative framework. Nigeria had long taken a strong interest in UNIDROIT’s work, especially in view of the high level commercial content of the work of the Institute. He noted that the former Minister4. UNIDROIT 2019 – A.G. (78) 12

of Justice and Attorney-General of the Federation of Nigeria, Mr Michael Kaase Aondoakaa, had served as a member of UNIDROIT’S Governing Council from 2008 – 2013. He also emphasised that Nigeria had

of Justice and Attorney-General of the Federation of Nigeria, Mr Michael Kaase Aondoakaa, had served as a member of UNIDROIT’S Governing Council from 2008 – 2013. He also emphasised that Nigeria had signed the MAC Protocol on 22 November 2019, and that the process of ratification had been set in motion. He remarked that UNIDROIT’s mission of unification of laws is a great task and he called for all hands to be on deck to tackle issues expeditiously. He looked forward to counting on the cooperation and assistance of the members throughout this session, thanked everyone for their attention and their confidence, and wished everyone a fruitful session.

14. The representative of Ireland thanked the Chair and looked forward to a fruitful session.

15. The representative of the United States of America congratulated Nigeria on the position of Chair and thanked him for Nigeria’s strong signal of support for UNIDROIT.

16. The representative of Saudi Arabia congratulated the Chair and assured him of their full support.

17. The representative of the United Kingdom extended her warm congratulations to the Chair and assured him of their full support.

18. The representative of India congratulated the Chair and assured him of India’s full support.

Item No. 3: Adoption of the agenda (A.G. (78) 1 rev. 2)

19. The Chair invited any comments on the revised draft agenda and proposed it for adoption.

20. The General Assembly adopted the agenda as proposed (see Appendix II).

Item No. 4: Statement regarding the Organisation’s activity in 2019 (A.G. (78) 2)

21. The Chair introduced the item and invited the Secretary -General to present the statement regarding the Organisation’s activities in 2019.

22. The Secretary-General presented document A.G. (78) 2, noting that it provided a summary of UNIDROIT’s activities over the past year and was divided into three main sections – (a) legislative activities, (b) implementation and promotion of UNIDROIT’s instruments, and (c) non -legislative activities.

UNIDROIT’s activities over the past year and was divided into three main sections – (a) legislative activities, (b) implementation and promotion of UNIDROIT’s instruments, and (c) non -legislative activities.

23. With respect to legislative activities, the Secretary -General noted that the docume nt was organised by areas of work as determined by the Work Programme. In the area of secured transactions, which had received perhaps the most attention in previous years, 2019 had seen the successful adoption of the MAC Protocol to the Cape Town Convention at the recent Diplomatic Conference held in Pretoria on 11-22 November. He emphasised that the successful outcome had been the result of hard work. Indeed, throughout 2019, in the run -up to the Diplomatic Conference, UNIDROIT had organised a series of d omestic, regional and international consultation events on the MAC Protocol designed to raise awareness regarding the treaty, discuss the core legal concepts of the MAC Protocol and encourage States to participate in the Diplomatic Conference. To this end, a series of international and regional consultation events had been organised in China, Brazil, Italy, Kenya, and the United Kingdom, as well as in Brussels at the Council of the European Union under the Finnish Presidency. The five multilateral consultation events had brought together over 200 Governmental representatives, private sector stakeholders and legal experts from 81 States. In August, the Secretariat had presented the Cape Town Convention and future MAC Protocol to the Asia Pacific Economic Cooperation (APEC) Economic Committee meeting in Puerto Varas, Chile. Domestic consultations had also taken place in Canada, Chile, China, France, Ireland, South Africa, Spain and the United States of America. The Secretary-General highlighted the fact that in adding the 2019 events to the 11 events held in 2018UNIDROIT 2019 – A.G. (78) 12 5.

(Australia, Hungary, Indonesia, Japan, Mexico, Papua New Guinea, Paraguay, South Africa, Spain, the United Kingdom and the United States of America), a total of 25 consultation events in two years

(Australia, Hungary, Indonesia, Japan, Mexico, Papua New Guinea, Paraguay, South Africa, Spain, the United Kingdom and the United States of America), a total of 25 consultation events in two years constituted the largest and most comprehensive consultation and promotion effort in UNIDROIT history. While this had occupied a large proportion of the time and workload of the Institute’s limited staff, the efforts had been worth it in the end.

24. The Secretary-General further noted that the Secretariat was seeking to capitalise on the momentum generated by the MAC Protocol and that important progress had also been made toward the ratification of the Luxembourg Rail Protocol to the Cape Town Convention. He noted that the Secretariat was aware of seven states which were well advanced in the process of ratification of the Rail Protocol and that the Secretariat, together with the Rail Working Group, was following these developments very closely, with the outcome hope fully being the entry into force in 2020. The Secretary-General elaborated further, noting that the Rail Protocol catered to the needs of the rail industry, which is a green industry , and dovetailed perfectly with a number of important regional development strategies around the world such as the Belt and Road Initiative and infrastructure development initiatives in Africa. The potential impact was huge, especially in areas where private capital was necessary since States could not meet the investment needs on their own. By helping to ease access to private financing of rolling stock, the Rail Protocol could greatly lessen the burden on the state budget and make investment more efficient. In particular, this presented a very important opportunity for Africa, as was explicitly recognised by the United Nations Economic Commission for Africa (UNECA) which had passed a resolution at its 52nd Session mandating UNECA to raise awareness and advocate for knowledge of the Protocol across the African continent. More recently, a conclusive communiqué had been issued by the Ministers and delegates to the Fifth PIDA Week – Programme for Infrastructure and Development for Africa (Cairo 25 -29 November 2019) and the organizing and partner institutions, urging African States to ratify the Luxembourg Rail Protocol.

communiqué had been issued by the Ministers and delegates to the Fifth PIDA Week – Programme for Infrastructure and Development for Africa (Cairo 25 -29 November 2019) and the organizing and partner institutions, urging African States to ratify the Luxembourg Rail Protocol.

25. In 2019, the Secretariat had continued to advance its work on promoting the Space Protocol and working towards establishing the international framework required to allow the instrument to enter into force. This work had largely been led by the ‘Sub-group of the Space Preparatory Commission to Reassess Industry Participation and Development of the Space Protocol’, which had held its 4th Meeting on 16 September 2019. This sub-group was comprised of leading international experts from the private sector, academia, and governments, and aimed to assess and establish the case for support for the Protocol by the space industry. The Space Protocol had also been presented by the Secretariat, and contributing experts, at various international and intergovernmental forums around the world, including those held in Abu Dhabi, Amman, Leiden, Noordwijk, Rome, Cologne, Bangkok, and Istanbul.

26. In the area of capital markets, the Secretary -General explained that the focus had been squarely on promotional work in support of UNIDROIT’s two instruments in the area, the UNIDROIT Legislative Guide on Intermediated Securities and the Geneva Convention on the same subject. To this end, consultations had been held with relevant experts to prepare a dissemination plan for 2020, especially taking into account the current needs of capital markets, with new factual and legal situations arising in Europe and beyond, as well as with the rapid rise of new technologies in the area.

27. Turning to the area of private law and agricultural development, the Secretary-General was pleased to report that the Working Group on Agricultural Land Investment Contracts had continued to make significant progress in the development of a future Legal Guide on such contracts. Working closely with partners FAO and IFAD, along with a group of experts, the ALIC Zero Draft had been prepared and made available for comment s and feedback as part of an online consultation on the UNIDROIT

make significant progress in the development of a future Legal Guide on such contracts. Working closely with partners FAO and IFAD, along with a group of experts, the ALIC Zero Draft had been prepared and made available for comment s and feedback as part of an online consultation on the UNIDROIT website, as well as featured on a number of other key online platforms in this area, including the Global Forum on Food Security and Nutrition (FSN Forum) hosted by FAO and which has over 8000 participants, and the Land Portal.org and the Afronomics law website. In total more than 50 articulated, useful comments had been received online from p rofessors and researchers from a number of universities such as the University of Groningen, Erasmus University Rotterdam, Southwest University of Political Science and Law – China, the University of Ottawa, University of Aberdeen, Loyola University6. UNIDROIT 2019 – A.G. (78) 12

Chicago, Durham University, Columbia Center on Sustainable Investment, and Dalhousie University. Recommendations had also been received from FAO, from the Beirut Bar Association, the Embassies of the Argentine Republic and China and from NGOs.

28. In addition to th e online consultation, the Secretary -General reported that thanks to the generous provision of a “grant” from IFAD for this express purpose, a series of regional consultation events had also been held around the world in coordination with Working Group exp erts and in collaboration with IFAD and FAO. The first regional consultation event was aimed at the Asia region and took place in Beijing at the University of International Business and Economics. The second event focused on the Latin America region and was held at the Sao Paolo University. Finally, the third event was focused on the Africa region and was held at the Strathmore University Law School in Nairobi. The Secretary-General noted that the next step would be to review the ALIC Zero Draft with a view to incorporate the various inputs received into the final draft which will be presented for adoption by the UNIDROIT Governing Council at its 99th session in May 2020.

Secretary-General noted that the next step would be to review the ALIC Zero Draft with a view to incorporate the various inputs received into the final draft which will be presented for adoption by the UNIDROIT Governing Council at its 99th session in May 2020.

29. In the area of transnational civil procedure, the Secretary-General noted that very significant progress had been achieved in UNIDROIT’s joint project with the European Law Institute (ELI), specifically the development of European civil procedure rules based on the American Law Institute – UNIDROIT Principles of Transnational Civil Procedure. Among various developments, the final Annual meeting with the Co-Reporters of all Working Groups had been held in Rome on 25 -26 February 2019, and on 4

September 2019 the consolidated draft of the Rules in English had been presented at the ELI General Assembly. Work on the consolidated draft had continued since then, with a finalised version to be completed for presentation to the ELI Executive Committee in early 2020.

30. The Secretary-General further noted the continuing work conducted on the preparation of a guidance document on existing texts in the area of international sales law in cooperation with UNCITRAL and The Hague Conference on Private International Law, a draft of the Guide had been sent to the UNIDROIT Governing Council members in October 2019 f or consultation purposes. The three organisations and the experts would discuss the outcome as well as any additional points at a teleconference to be held in December 2019, with the aim to produce a completed text by early 2020 for circulation in advance of its presentation to the UNIDROIT Governing Council session on 6-8 May 2020 and to the Commission Session of UNCITRAL in July 2020.

31. For UNIDROIT’s implementation work and its non -legislative activities, which were briefly discussed beginning at page 11 of Document 2, the Secretary-General confirmed that the Secretariat had continued to perform its depository functions and to actively promote its instruments, including the UNIDROIT Principles of International Commercial Contracts and the Legal Guide on Contract Farming.

discussed beginning at page 11 of Document 2, the Secretary-General confirmed that the Secretariat had continued to perform its depository functions and to actively promote its instruments, including the UNIDROIT Principles of International Commercial Contracts and the Legal Guide on Contract Farming. Regarding the latter instrument, a new project had been proposed for the creation of a series of domestic legal guides based on the contract farming guide, beginning with one or two Latin American countries, and the Secretary-General was pleased to report that UNIDROIT had won the International Law Institute’s 2019 United Rule of Law Appeal (UROLA) Prize which had provided financial support for the finalization of the project.

32. With regard to the international protection of cultural property, the Secretary-General reported that the past year had been a very positive one for UNIDROIT. Indeed, three new States had become Contracting States to the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects since the last session of the General Assembly, two inter-ministerial working groups had been created to study the 1995 Convention, in Egypt and Lebanon, and UNIDROIT had participated in awarenessraising and capacity building sessions for some thirty countries with a total of about 500 participants

(spanning the judiciary, law enforcement agencies, Ministries of Culture, museum professionals, etc.). The Secretary-General further noted that Resolution 73/130 of the United Nations General Assembly expressly acknowledged the launch of the 1995 UNIDROIT Convention Academic Project and the creation of the I nformal Ratification Task Force as a platform for the exchange of views, information andUNIDROIT 2019 – A.G. (78) 12 7.

assistance on issues such as the ratification and implementation of the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects.

33. The Secretary-General also confirmed that the Secretariat continued to prioritise its nonlegislative activities, highlighting efforts to enhance the Library’s catalogue as well as an initative that had started in 2019 to enhance research seminars involving visiting scholars, experts from the region

Stolen or Illegally Exported Cultural Objects.

33. The Secretary-General also confirmed that the Secretariat continued to prioritise its nonlegislative activities, highlighting efforts to enhance the Library’s catalogue as well as an initative that had started in 2019 to enhance research seminars involving visiting scholars, experts from the region and members of the Secretariat. An update was provided regarding the publication of both the Institute’s non-convention instruments and the Uniform Law Review, the quarterly published by Oxford University Press, with a special note concerning the publication of the 4th edition of Sir Roy Goode’s Official Commentary on the Cape Town Convention on International Interests in Mobile Equipment and its Aircraft Protocol, which had been selling in record numbers.

34. In summary, the Secretary-General recalled that all of these activities had been undertaken and delivered despite the small size of UNIDROIT’s team and the modest size of its budget.

35. The Chair thanked the Secretary-General for his presentation and noted that the information provided was an overview of what had been done by the Institute over the previous year. He remarked that the Secretariat had indeed worked extraordinarily hard, especially in the areas relating to the Space and Rail Protocols, international transactions and connected capital markets, private law and development, effective enforcement and many other areas contained in the document. The Chair was pleased to note that the Secretariat’s efforts in the area of international protection of cultural property had been recognised and endorsed by the United Nations General Assembly. The Chair opened the floor for questions or comments.

36. The representative of the Russian Federation extended his congratulations to the UNIDROIT Secretariat and the Member States on the successful completion of work that had led to the adoption of the MAC Protocol in 2019, and remarked that Members were looking forward to its entry into force along with its successful and fruitful implementation.

37. The General Assembly took note of the Statement regarding the Organisation’s activity in 2019.

Item No. 5: Adoption of the Work Programme of the Organisation for the 2020-2022 triennium (A.G. (78) 3)

along with its successful and fruitful implementation.

37. The General Assembly took note of the Statement regarding the Organisation’s activity in 2019.

Item No. 5: Adoption of the Work Programme of the Organisation for the 2020-2022 triennium (A.G. (78) 3)

38. The Chair invited the Secretary-General to present the draft Work Programme for the 20202022 triennium as drawn up by the Governing Council at its 98th session (Rome, 8-10 May 2019).

39. The Secretary-General noted that this document was arguably the most important moment because the General Assembly was being