UNIDROIT - Report General Assambly 2020

EN GENERAL ASSEMBLY UNIDROIT 2021 79th session A.G. (79) 10

Rome, 17 December 2020 Original: English/French February 2021

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 2019-2020 2 Item No. 2: Election of the Chair of the General Assembly 2020-2021 3 Item No. 3: Adoption of the agenda (A.G. (79) 1 rev.) 4 Item No. 4: Statement regarding the Organisation’s activity in 2020 (A.G. (79) 2) 4 Item No. 5: Amendments to the Work Programme of the Organisation for the 2020-2022 triennium (A.G. (79) 3) 7 Item No. 6: Report of the Chairman of the Finance Committee on its 90th session (F.C. (90) 9) and reappointment of the members of the Finance Committtee (A.G. (79) 1 rev.) 9 Item No. 7: Final modifications to the Budget and approval of the Accounts for the 2019 financial year (A.G. (79) 4) 10 Item No. 8: Adjustments to the Budget for the 2020 financial year (A.G. (79) 5) 10 Item No. 9: Arrears in contributions of Member States (A.G. (79) 6) 11 Item No. 10: Approval of the draft Budget for 2021 and observations submitted by Member States (A.G. (79) 7) 11 Item No. 11: Report of the Secretary-General on the implementation of the new compensation and social security package offered to UNIDROIT staff (A.G. (79) 8) 13

Member States (A.G. (79) 7) 11 Item No. 11: Report of the Secretary-General on the implementation of the new compensation and social security package offered to UNIDROIT staff (A.G. (79) 8) 13 Item No. 12: Measures taken by the UNIDROIT Secretariat in relation to the COVID-19 Pandemic (A.G. (79) 9) 14 Item No. 13: Any other business 15 Appendix I List of participants 16 Appendix II Annotated draft agenda 232. UNIDROIT 2021 – A.G. (79) 10 Item No. 1: Opening of the session by the Secretary-General and the Chair of the General Assembly 2019-2020

1. The 79th session of the General Assembly of the International Institute for the Unification of Private Law (UNIDROIT) was held via videoconference on 17 December 2020. A list of participants is included in Appendix I.

2. The Secretary-General welcomed all participants and proceeded to open the session. He thanked the participants for joining and briefly explained the house-keeping matters for this remote event. He was pleased to report the Insitute’s activities of the past year to the General Assembly,and highlighted that , notwithstanding the difficult context created by the COVID-19 Pandemic, the Secretariat had been able to accomplish all its activities with full speed and efficiency, even more than ever. Foremostly, he expressed particular pleasure to have the opportunity to welcome the new President of UNIDROIT, Professor Maria Chiara Malaguti, after the sad passing of the former President of the Institute, Professor Alberto Mazzoni, and invited her to take the floor for some welcoming remarks.

3. The President welcomed all participants. She also expressed her sorrow for the passing of Professor Mazzoni, and stated that she was proud to try and follow in his footsteps at the Institute, and implement his vision for it. She had already attended her first Governing Council which had worked

3. The President welcomed all participants. She also expressed her sorrow for the passing of Professor Mazzoni, and stated that she was proud to try and follow in his footsteps at the Institute, and implement his vision for it. She had already attended her first Governing Council which had worked extremely well. She noted that UNIDROIT had a dense agenda ahead for the next years, and that the Institute was committed to good results and would invest all its energy to implement it. In conclusion, she thanked all participants and renewed her welcome to the session.

4. The Secretary-General then gave the floor to the Chair of the General Assembly 2019-2020, Mr Abubakar Malami, Honourable Attorney-General of the Federation and Minister of Justice of Nigeria.

5. The Chair of the General Assembly 2019-2020 thanked the Secretary-General and, on behalf of the Government of the Federal Republic of Nigeria, welcomed the participants to the session. He expressed warm greetings and felicitations from the President of Nigeria, Mr Mohammadu Buhari. He would have been pleased to attend the session in person however, due to the COVID-19 Pandemic safety measures, could only participate virtually. He noted that the year 2020 had been an interesting one and it was understandable that priorities had shifted for Member States. He commiserated with each Member State for how the year had been.

6. Turning to the achievements of the Institute over the past year , he highlighted the w ork towards signing and ratifying the Luxembourg Rail Protocol that was ongoing in some jurisdictions, such as in Mauritius, South Africa, Spain and the United Kingdom. This was commendable and he encouraged other Member States to follow suit. Furthermore, at the first session of the Preparatory Commission for the Protocol to the Cape Town Convention on Mining, Agricu lture and Construction Equipment (the MAC Protocol) which had been convened virtually on 21 and 22 May 2020, the MAC Preparatory Commission had negotiated and adopted the Rules of Procedure , and had considered several issues associated with the future operation of the International Registry. The Commission had

Equipment (the MAC Protocol) which had been convened virtually on 21 and 22 May 2020, the MAC Preparatory Commission had negotiated and adopted the Rules of Procedure , and had considered several issues associated with the future operation of the International Registry. The Commission had also established two Working Groups: one to draft a request for proposals for the selection of a Registrar, and one to develop draft Regulations for the International Registry. Furthermore, with regard to the UNIDROIT Work Programme for the 2020-2022 triennium, some amendments had been endorsed by the Governing Council at its 99 th session in April/May and September 202 0, which the General Assembly would consider during its session. He further noted that the Secretary-General had been invited to visit Lagos, Nigeria, in March 2020 to chair a session in a capacity building workshop on Secured Transactions Law Reform in West Africa, which had focussed on the adoption of the Cape Town Convention, the MAC Protocol and the Luxembourg Rail Protoco l. However, due to the COVID-19 measures, the session had been held remotely. Nigeria was committed and had strong interest in the work of UNIDROIT in view of the high-level commercial content of the work of the Institute. He thanked the Secretary-General, the Secretariat and all Member States again and wished the incoming Chair the very best and all participants a fruitful session.UNIDROIT 2021 – A.G. (79) 10 3. Item No. 2: Election of the Chair of the General Assembly 2020-2021

7. The Chair of the General Assembly 2019-2020 invited the Secretary-General to continue with the proceedings in respect of the election of a Chair of the General Assembly 2020-2021.

8. The Secretary-General recalled that it was for the participants to elect a new Chair. He invited nominations from the General Assembly for the role of Chair of the General Assembly for 2020-2021, noting that the post of Chair of the General Assembly traditionally rotated among the four geographic regions of UNIDROIT and that it was now the turn of the Americas group to nominate the new Chair for

nominations from the General Assembly for the role of Chair of the General Assembly for 2020-2021, noting that the post of Chair of the General Assembly traditionally rotated among the four geographic regions of UNIDROIT and that it was now the turn of the Americas group to nominate the new Chair for the period of 2020-2021.

9. Upon nomination by the representative of Paraguay, the General Assembly, by acclamation, appointed Member of the UNIDROIT Governing Council Professor Jorge Sánchez Cordero Dávila (Mexico) as the Chair of the General Assembly 2020-2021.

10. The Secretary-General expressed his heartfelt thanks to the Chair of the General Assembly 2019-2020 and highlighted the importance of Nigeria’s support and collaboration for the work of

UNIDROIT.

11. The Chair of the General Assembly 2019-2020 thanked all those who were present for their support and expressed his appreciation for the incoming Chair of the General Assembly. He further expressed his gratitude towards the Secretariat for its support over the past year.

12. The Chair of the General Assembly 2020-2021 stated that it was a great honour for Mexico and for himself to be elected as Chair of this honorable body. He expressed his gratitude for the confidence placed in him and assured his commitment to pursue its responsibilities in the coming year. He further expressed his gratitude and recognition to the Honorable Abubakar Malami, highlighting his outstanding performance. Likewise, he expressed his gratitude to both the President and the Secretary-General of UNIDROIT for their outstanding accomplishments during these very difficult and challenging times. He noted that Mexico acceded to UNIDROIT in 1940 and was a strong and committed supporter of the Institute’s work. He noted that the last year had been a very challenging one and the next year would be no less so the membership had to be willing to face new and unpredictable challenges, and it was a great honor for him to serve the international community during the coming year and ensure the continuation of UNIDROIT’s work.

be no less so the membership had to be willing to face new and unpredictable challenges, and it was a great honor for him to serve the international community during the coming year and ensure the continuation of UNIDROIT’s work.

13. Turning to the Institute’s work, he began by highlighting that work on several new projects would speed up during next year until 2022. In this context, he drew the General Assembly’s attention to some highlights of the Institute. First, he noted that UNIDROIT had disseminated the Cape Town Convention, which had reached 82 ratifications and was to be considered one of the most successful worldwide commercial treaties of the past 50 years. He also noted that the coming year would commemorate its 20th anniversary, for which UNIDROIT would organize several events. He mentioned that the Cape Town Convention had several protocols, the last one concerning mining, agricultural and construction equipment, known as the MAC Pr otocol, which had been approved by a diplomatic conference held in November 2019. He stated that UNIDROIT was working on the completion of as much of the mandate as possible of the Preparatory Commission for that Protocol, including the preparation of the tender and the selection of a candidate to take charge of the international registry. He further evoked another very important work that had been launched and disseminated, namely the Legal Guide on Agricultural Land Investment Contracts that UNIDROIT had drafted in conjunction with the United Nations Food and Agriculture Organization ( FAO) and the International Fund for Agricultural Development (IFAD), and which had been approved by the UNIDROIT Governing Council at the September meeting of the 99th session that year. In terms of new projects, he highlighted that UNIDROIT had been working on the drafting of a Model Law on Factoring, a Model Law on Warehouse Receipts, and best practice instruments for Effective Enforcement and Digital Assets. All of these projects were underway and making excellent progress. Lastly, he recalled that the Governing Council would4. UNIDROIT 2021 – A.G. (79) 10

and best practice instruments for Effective Enforcement and Digital Assets. All of these projects were underway and making excellent progress. Lastly, he recalled that the Governing Council would4. UNIDROIT 2021 – A.G. (79) 10 celebrate its 100th anniversary session in 2021, recalling that the first one took place in May 1928. He thanked the participants for their patience and for giving him a vote of confidence in the accomplishment of its tasks, and then opened the floor for comments.

14. The representative of the United States expressed their recognition to Nigeria and the outgoing Chair for their guidance over the past year. They congratulated Mexico, and specifically Professor Sanchez Cordero, on the position of Chair . He underscored his remarks about the ambitious Work Programme of the Institute and agreed that UNIDROIT was a unique institution and its work especially important in the present times in response to COVID-19.

15. The representative of Italy congratulated Professor Sanchez Cordero for his election and seized the opportunity to also congratulate the President of UNIDROIT on her recent appointment. He wished her every success in her new position and noted Italy’s confidence in her qualifications to face the challenges ahead. He recalled that Italy had always supported and contributed to the work of UNIDROIT.

He stated that 2020 had been a very difficult year for everyone, and that it had disrupted traditional working methods. Notwithstanding the current challenges, he noted that UNIDROIT had proven, and would continue to prove, to be a powerful tool in the hands of the intern atioanl community. He highlighted the importance and usefulness of the UNIDROIT Principles, which could represent an even more effective tool for the business community to address contractual distress than domestic legislation following the pandemic. He drew the attention of the General Assembly to some of the Institute’s success stories. First of all, this year celebrated the 25th anniversary of the 1995 Convention on Cultural Heritage, an inte rnational legal instrument of strategic importance. A second element of high importance were the activities concerning the agricultural sector, mentioning the MAC Protocol and the

success stories. First of all, this year celebrated the 25th anniversary of the 1995 Convention on Cultural Heritage, an inte rnational legal instrument of strategic importance. A second element of high importance were the activities concerning the agricultural sector, mentioning the MAC Protocol and the Legal Guides on Contract Farming and Agricultural Land Investment Contracts developed in cooperation with FAO and IFAD. He reiterated the importance that Italy attached to U NIDROIT and its work and wished everyone fruitful deliberations during this General Assembly’s session.

16. The Secretary-General expressed his gratitude and appreciation for the words of the representatives of the United States and Italy.

Item No. 3: Adoption of the agenda (A.G. (79) 1 rev.)

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

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

Item No. 4: Statement regarding the Organisation’s activity in 2020 (A.G. (79) 2)

19. The Chair introduced the item and invited the Secretary -General to present the statement regarding the Organisation’s activities in 2020.

20. The Secretary-General presented document A.G. (79) 2, noting that it included a brief summary of UNIDROIT’s activities and accomplishments over the year 2020, divided into three main sections – (a) legislative activities, (b) implementation and promotion of UNIDROIT’s instruments, and (c) nonlegislative activities.

21. With respect to legislative activities, the Secretary -General noted that the work on secured transactions had received the most attention. First of all, he referred to the MAC Protocol to the Cape Town Convention, which had been adopted at the Diplomatic Conference held in Pretoria on 11 -22

November 2019. Throughout this year, the Institute had carried out a number of ativities considered necessary to put the MAC Protocol system in place. First of all, as mandated, the Secretariat had undertaken a verification process of the language, following which which a few differences between the

November 2019. Throughout this year, the Institute had carried out a number of ativities considered necessary to put the MAC Protocol system in place. First of all, as mandated, the Secretariat had undertaken a verification process of the language, following which which a few differences between the English and French versions had been identified and a small correction had also been made in one ofUNIDROIT 2021 – A.G. (79) 10 5. the non-essential articles. He reported that the Secretariat initiated a procedure to correct the error under Article 79 of the Vienna Convention on the Law of Treaties, which was successfully completed in July, in a transparent manner and with the involvement of all States that had attended the diplomatic conference. Furthermore, the Secretary General was pleased to announce that good translations of the Procotol into Chinese, Spanish and Portuguese had been concluded, and other languages were following suit. With a view to implementing the MAC Protocol, a Preparatory Commission had been set up and, despite COVID, met twice, once in May and recently in December. In between, intersessional work had been conducted and two sub-committees had held their meetings: one to develop draft Regulations for the International Registry and the other to draft all the documents required to lead to a public tender for the selection of an institution to run the Registry. The process was well advanced, and they were hopeful to have the tender out in a few months. He recalled that, based on the mandate received from the diplomatic conference, the Preparatory Commission had two years since its first meeting to complete it, and the Secretariat was confident that everything would be finalised before then. He was extremely pleased to report that the MAC Protocol had received the enormous support of United States of America’s signature in October, being the main exporting nation in MAC equipment, and that we hoped that this important step would encourage other countries to follow suit.

22. Still in the area of the secured transactions and the Cape Town Convention, a lot of activity had been accomplished by Deputy Secretary-General Anna Veneziano on the Space Protocol and the Rail Protocol. The Secretary-General hoped that this would be the last time that the Secretariat had to

22. Still in the area of the secured transactions and the Cape Town Convention, a lot of activity had been accomplished by Deputy Secretary-General Anna Veneziano on the Space Protocol and the Rail Protocol. The Secretary-General hoped that this would be the last time that the Secretariat had to report that the Luxembourg Rail Protocol w ould soon enter into force, as some States were well advanced in the process of ratification and only one more ratification of the Protocol was needed.

UNIDROIT had received enormous support from the European Union because the Rail Protocol purported to enhance the rail industry which, being a green industry, was fully aligned with the current strategy envisaged by the Euopean Union. Strong support had also been gathered from Africa and African-based international institutions, in this respect express reference was made to the United Nations Economic Commission for Africa (UNECA). He also highlighted the joint work together with the Organization for International Carriage by Rail (OTIF), which had been instrumental in the implementation of the Protocol. Finally, the conclusive communiqué issued by the ministers and delegates to the 5th Week of the Programme for Infrastructure Development in Africa had also urged African States to adopt the Rail Protocol.

23. In the area of private law and agriculture, the work on the Agricultural Land Investment Contracts (ALIC) Legal Guide, which was presided over by Governing Coun cil Member José Antonio Moreno Rodriguez, had been finalised . The text had been approved unanimously by the UNIDROIT Governing Council at its 99 th session in September 2020, subject to small amendments in the ratification process which was currently in progress within FAO and IFAD. The work on contract farming had also continued, and the area of private law and agriculture was expanding as the Institute was starting a follow up project from ALIC: a new project on ‘legal structure of agricultural enterprises’, which would also be carried out jointly with FAO and IFAD.

24. Turning to the area of transnational civil procedure,the Secretary-General reported that the work together with the European Law Institute (ELI) had been finalised, and the ELI-UNIDROIT Guide

which would also be carried out jointly with FAO and IFAD.

24. Turning to the area of transnational civil procedure,the Secretary-General reported that the work together with the European Law Institute (ELI) had been finalised, and the ELI-UNIDROIT Guide on European Rules of Civil Procedure had been approved by the ELI Governing Bodies and by the UNIDROIT Governing Council at its 99th session in September, making it the second instrument that had been approved in 2020. In the same area, the Secretariat also worked on a new topic on effective enforcement, which would however be reported later on during this session.

25. In the area on contracts, it was important to mention a third instrument that had been approved in 2020. Together with the Hague Conference on Private International Law and UNCITRAL, UNIDROIT had approved the guidance document on existing texts in the area of international sales law, which coordinated and put together the work of the three sister organisations in this important area. He remarked that it was quite unique that the Secretariat could report to the General Assembly that three instruments had been finalised and added to its list of instrument in the same year.6. UNIDROIT 2021 – A.G. (79) 10

26. With regard to cultural property, this year had been a very special one for the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects and its work led by Marina Schneider. This year marked the 25th anniversary of the Convention and, notwithstanding the difficult circumstances, the Secretariat had hosted an extraordinarily successful event in hybrid form. As a side-product of this widely praised event, a book with a thorough legal analysis on the Convention was being developed, and could be used by States considering the ratification of the Convention. He reported that two new countries had joined the Convention : Ghana and Montenegro . Furthermore, the Secretariat just received the express decision by Ivory Coast to deposit the instruments, which would bring the number of countries at 49 Contracting States by the end of the year.

27. The Secretary-General further reported that work had also been conducted towards the

countries had joined the Convention : Ghana and Montenegro . Furthermore, the Secretariat just received the express decision by Ivory Coast to deposit the instruments, which would bring the number of countries at 49 Contracting States by the end of the year.

27. The Secretary-General further reported that work had also been conducted towards the development of a Model Law on factoring, reverse factoring and supply chain financing, which was going to be key in access to finance. Two Working Group session had already taken place, in addition to one sub-committee meeting.

28. In the area of digital assets, very hard , fascinating work had been conducted. The project, which had started as a project on artificial intelligence/smart contracts/DLT, had reduced its scope to private law and digital assets. Preapproval work as well as a couple of workshops had been carried out in 2020, and a meeting of the Working Group and subgroups were underway. He announced that the Secretariat would soon circulate to the Member States the invitation to express interest in participating in the Steering Committee, which would be assisting in the progress of this project.

29. Concerning the implementation and promotion activities of the Institute, naturally travel and in-person meetings had been drastically reduced, but they had been replaced by countless seminars and webinars that had either been held remotely or in hybrid format. The Secretariat continued to perform its depository functions. A lot of work had also been undertaken in the area of the UNIDROIT Principles of International Commercial Contracts and the Legal Guide on Contract Farming. He highlighted the work carried out by UNIDROIT on COVID-19, indicating that however there would be a dedicated section on this later in the Agenda. He summarised that COVID-19 had interfered with the execution of millions of contracts that had been affected by the pandemic and governmental measures taken, and the UNIDROIT Principles could help reach negotiated solutions that preserve the value of contracts. Therefore, the Secretariat had drafted the ‘Note on the UNIDROIT Principles of International Commercial Contracts and the COVID-19 Health Crisis’ to provide guidance on the matter. In parallel,

taken, and the UNIDROIT Principles could help reach negotiated solutions that preserve the value of contracts. Therefore, the Secretariat had drafted the ‘Note on the UNIDROIT Principles of International Commercial Contracts and the COVID-19 Health Crisis’ to provide guidance on the matter. In parallel, the Secretariat had also been working on the Contract Farming Legal Guide and COVID-19, together with FAO and IFAD. In addition, the Secretariat was considering work on the UNIDROIT Wills Convention.

30. As to non-legislative activities, the Secretariat maintained its activity in publications and sought to strengthen the library’s activities and resources . The Secretary -General highlighted t hat the internship programme and activities had been substantively increased under the leadership of Hamza Hameed. With his support and the support of the UNIDROIT Foundation, the Secretariat had been able to establish the UNIDROIT Alumni Association aimed at the numerous researchers and professors that came to UNIDROIT to conduct research in the library. Proceeds from the Foundation were already funding internships for new researchers to come and work with the Secretariat. Finally, he was pleased that UNIDROIT would receive its first Junior Professional Officer from China in the coming months, who would work with the Secretariat for one or two years. The Secretariat was very grateful to the Chinese government for this opportunity.

31. Lastly, he referred to Document 2, noting that it included Annexes which indicated in detail where the expenditures in terms of both funding and time had been allocated throughout the year.

32. In summary, the Secretary-General concluded that it had been a very busy year and that, even in this difficult context, the Secretariat had been able to enhance the work and was currently running more projects than ever in the history of the Institute. He expressed his gratitude to all present in the Institute.UNIDROIT 2021 – A.G. (79) 10 7.

33. The Chair thanked the Secretary-General for his comprehensive report and opened the floor for questions or comments.

34. The representative of Canada congratulated the President and the new Chair. With regard to

Institute.UNIDROIT 2021 – A.G. (79) 10 7.

33. The Chair thanked the Secretary-General for his comprehensive report and opened the floor for questions or comments.

34. The representative of Canada congratulated the President and the new Chair. With regard to UNIDROIT’s work, she thanked the Secretary-General for this comprehensive report and stated that Canada was very pleased with the work despite the extreme challenges of the last year. In particular, Canada thanked the Secretary-General and all the staff of the Secretariat for ensuring the continuation of the work in these challenging times.

35. The representative of the United States of America congratulated UNIDROIT in its entirety for a remarkable year, despite the exceptional challenges. He also welcomed the new President to her first General Assembly and stated that they were looking forward to the coming years under her leadership.

He stated that the COVID-19 crisis had demonstrated the importance of the rule of law and a level playing field for all economic actors and that in this context the United States considered UNIDROIT’s work crucial. They noted the particular importance of two lines of work, including the MAC Protocol and the work in the agricultural sector, and stated that it was wonderful to see the Institute working with FAO and IFAD on these important instruments.

36. The representative of South Africa assured UNIDROIT of their continuing cooperation to ensure its success. He congratulated the new Chair on his election and expressed appreciation to Nigeria for the chairing of the Assembly over the last year. He also expressed support to the President in guiding the work of UNIDROIT, and thanked the Secretariat for their tireless efforts during the past year to make it a success of UNIDROIT’s work. Regarding the MAC Protocol, he reported that South Africa had initiated the process to sign the Protocol and hoped to finalise it soon next year, while they were in the final stages to sign the Rail Protocol and hoped to be in Rome early next year to finalise the signature.

37. The Chair expressed his gratitutde to the President, the Secretary-General and all the UNIDROIT

stages to sign the Rail Protocol and hoped to be in Rome early next year to finalise the signature.

37. The Chair expressed his gratitutde to the President, the Secretary-General and all the UNIDROIT team, recognising that they had done an outstanding and excellent work during the past year.

38. The General Assembly took note of the Statement regarding the Organisation’s activity in 2020.

Item No. 5: Amendments to the Work Programme of the Organi