UNIDROIT - Report General Assambly 2021

EN GENERAL ASSEMBLY UNIDROIT 2021 80th session A.G. (80) 10

Rome, 9 December 2021 Original: English December 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 2020-2021 2 Item No. 2: Election of the Chair of the General Assembly 2021-2022 3 Item No. 3: Adoption of the agenda (A.G. (80) 1 rev.) 5 Item No. 4: Statement regarding the Organisation’s activity in 2021 (A.G. (80) 2) 5 Item No. 5: Amendments to the Work Programme of the Organisation for the 2020-2022 triennium (A.G. (80) 3) 8 Item No. 6: Final modifications to the Budget and approval of the Accounts for the 2020 financial year (A.G. (80) 4) 9 Item No. 7: Adjustments to the Budget for the 2021 financial year (A.G. (80) 5) 10 Item No. 8: Arrears in contributions of Member States (A.G. (80) 6) 11 Item No. 9: Approval of the draft Budget for 2022 and observations submitted by Member States (A.G. (80) 7) 12 Item No. 10: Update on the compensation and pension scheme for UNIDROIT staff (A.G. (80) 8) 12 Item No. 11: Update on the implementation of whistle-blower and anti-retaliation policy (A.G. (80) 9) 13 Item No. 12: Any other business 13 APPENDIX I List of participants 14

Item No. 11: Update on the implementation of whistle-blower and anti-retaliation policy (A.G. (80) 9) 13 Item No. 12: Any other business 13 APPENDIX I List of participants 14 APPENDIX II Annotated draft agenda 212. UNIDROIT 2021 – A.G. (80) 10 Item No. 1: Opening of the session by the Secretary-General and the Chair of the General Assembly 2020-2021

1. The 80th session of the General Assembly of the International Institute for the Unification of Private Law (UNIDROIT) was held in hybrid format on 9 December 2021 in Rome. A list of participants is included in Appendix I.

2. The Secretary-General welcomed all participants and proceeded to open the session. He then invited the Chair of the General Assembly 2020 -2021, Member of the U NIDROIT Governing Council Professor Jorge Sánchez Cordero Dávila (Mexico) to take the floor.

3. The Chair of the General Assembly 2020-2021 thanked the Secretary-General and welcomed the participants to the session. He invited Minister Plenipotentiary Stefano Zanini, Head of the Service for Legal Affairs, Diplomatic Disputes & International Agreements of the Ministry of Foreign Affairs and International Cooperation (Italy) to take the floor.

4. Minister Plenipotentiary Stefano Zanini thanked the Chair and presented a message from the Minister of Foreign Affairs and International Cooperation of Italy Luigi Di Maio. Honourable Luigi Di Maio expressed his gratitude to the President of UNIDROIT, Professor Maria Chiara Malaguti, for the invitation to address the General Assembly at its 80th session and congratulated her on the effective leadership of the Institute. He extended his appreciation to the Secretary-General, Professor Ignacio Tirado, and to all the staff of the Institute for their professionalism and dedication. Furthermore, in his message Honourable Luigi Di Maio recalled that , since its establishment almost a century ago,

leadership of the Institute. He extended his appreciation to the Secretary-General, Professor Ignacio Tirado, and to all the staff of the Institute for their professionalism and dedication. Furthermore, in his message Honourable Luigi Di Maio recalled that , since its establishment almost a century ago, UNIDROIT had had a special relationship with Italy. Italy was particularly glad to host the Institute in the beautiful historical premises of Villa Aldobrandini , and its recent financial contribution to be devoted to the renovation of these premises confirmed Italy’s continued commitment to supporting the Institute. He further noted that UNIDROIT had a solid track record in producing valuable tools for the modernisation and harmonisation of p rivate law , especially commercial law. This was instrumental to ensuring legal certainty and creating a favourable environment for the promotion of trade, investment, and economic growth in an interconnected and digitalised world . Therefore, he saw UNIDROIT as an example of effective multilateralism, laying at the intersection between legal and economic diplomacy , two important drivers of Italy’s foreign policy. Currently, the Italian Government was considering the possibility of adhering to some forward -looking instruments developed by the Institute , which they believe d could bring tangible benefits to their economic system. Besides hosting the Institute, the Italian government was pleased to contribute to its work through the active participation of their experts and delegates and through the support provided to its capacity building activities . In this regard, h e r ecalled their recent decision to fund the new UNIDROIT International Summer School 2022 on the instruments for the unification of private law , which would provide specialised training to judges, public lawyers, and legislative drafters from developing countries in particular. Noting that the strength of an international organisation ultimately depended on the degree of commitment of its membership , he highlighted that, with its current 63 members representing a variety of legal, economic and political systems, UNIDROIT had a truly global footprint. Concluding, he encouraged all present to continue promoting the broad dissemination of UNIDROIT’s work. Finally, a s a representative of the host country, he expressed his sincere

members representing a variety of legal, economic and political systems, UNIDROIT had a truly global footprint. Concluding, he encouraged all present to continue promoting the broad dissemination of UNIDROIT’s work. Finally, a s a representative of the host country, he expressed his sincere appreciation to all the Member States of UNIDROIT for their constructive participation in the activities of the Institute.

5. The Chair thanked Minister Plenipotentiary Stefano Zanini for the kind words and asked to convey, on behalf of the General Assembly, warm regards to Honourable Minister Luigi Di Maio. He then welcomed all participants to the session and expressed his gratitude for the confidence they had placed in his country, and in him as an individual, to serve as Chair of the General Assembly. He had been particularly grateful to serve in the post of Chair for the important period 2020-2021 and expressed his appreciation to the Secretary-General for the work that UNIDROIT had undertaken over that past year.UNIDROIT 2021 – A.G. (80) 10 3.

6. Turning to the achievements of the Institute over the past year, he began by highlighting that UNIDROIT had made significant strides in implementing its triennial Work Programme 2020-2022, and that it had celebrated the 100th session of the Governing Council last September. He stated that significant progress had been made with respect to both substantive projects and institutional improvements. This progress had been made while continuously adapting to the COVID-19 Pandemic and a gradual return to in-person activities. Regarding substantive projects, he noted that a review of the Statement of the Organisation’s activities demonstrate d that important progress had been made across many different projects and topic areas under U NIDROIT’s mandate. These included several categories of work . First, he addressed the implementation of Protocols to the Cape Town Convention which had celebrated its 20th anniversary in 2021. Spain had signed the Luxembourg Rail Protocol on 10 November 2021, and South Africa had begun preliminary steps toward ratification.

several categories of work . First, he addressed the implementation of Protocols to the Cape Town Convention which had celebrated its 20th anniversary in 2021. Spain had signed the Luxembourg Rail Protocol on 10 November 2021, and South Africa had begun preliminary steps toward ratification. On a related note, UNIDROIT had been appointed as an observer to the Courts of Space Working Group, established by the Dubai International Financial Centre Courts. The Institute had also obtained the status of a Permanent Observer at the United Nations Committee on the Peaceful Uses of Outer Space (UNCOPUOS). Furthermore, r apid progress had been made on the Preparatory Commission for the Protocol on Matters Specific to Mining, Agricultural and Construction Equipment, the MAC Protocol. Second, he highlighted that significant progress had been made under four ongoing high-priority projects, namely the joint UNCITRAL/UNIDROIT Model Law on Warehouse Receipts; Best Practices for Effective Enforcement; the Model Law on Factoring; and Digital Assets and Private Law. Third, he noted that the scope of two new projects had been refined, namely on the Legal Structure of Agricultural Enterprise and Bank Insolvency , for which t he Governing Council ha d endorsed the proposal to assign high-priority status. Fourth, in terms of promotion of the Institute’s instruments, he emphasised that promotion had continued despite travel restrictions , including the analysis of how the Principles of Reinsurance Contrac t Law and the Legal Guide on Contract Farming could address legal questions raised by the COVID-19 Pandemic. Fifth, he reported that the Institute had commemorated the 100th session of UNIDROIT’s Governing Council, which had ended with an event on 27 September in Bologna celebrating its greatest achievements . During the celebration of the 100th session of the Council , UNIDROIT launched the Legal Guide on Agricultural Land Investment Contracts jointly with the International Fund for Agricultural Development (IFAD), the Guide on Best Practices for Electronic Collateral Registries by the Cape Town Convention Academic Project , and a brand new UNIDROIT website. Last but not least, he noted that 2021 had also seen the launch of the

Contracts jointly with the International Fund for Agricultural Development (IFAD), the Guide on Best Practices for Electronic Collateral Registries by the Cape Town Convention Academic Project , and a brand new UNIDROIT website. Last but not least, he noted that 2021 had also seen the launch of the UNIDROIT International Summer School on 8 September 2021. The first edition of the Summer School would be organised in 2022 and a call for applications ha d already been issued. In concluding, the Chair expressed his gratitude to all the delegations for the opportunity to serve as Chair and thanked them for their support during this challenging year.

Item No. 2: Election of the Chair of the General Assembly 2021-2022

7. The Chair of the General Assembly 2020 -2021 recalled that it was for the delegations of Member States to elect a new Chair. He invited nominations from the General Assembly for the role of Chair of the General Assembly for 2021 -2022, noting that the post of Chair of the General Assembly traditionally rotated among the four geographic regions of UNIDROIT. Accordingly, it was the turn of the European group to nominate the new Chair for the period of 2021-2022.

8. The representative of Spain , his excellency Ambassador Alfonso Dastis took the floor and , noting that the Government of Spain attached great importance to U NIDROIT and had actively participated in the development of its activit ies, nominated Italy as next Chair of the G eneral Assembly in recognition of its unparalleled support of the Institute demonstrated over the past years.

He emphasised that Spain and Italy stood united in their support of the work of UNIDROIT, and Italy’s leadership would be particularly important in this decisive year for the Institute’s Work Programme in many re spects. More precisely, h e highlighted the important implementation of the Cape Town Convention, particularly the Protocol on Matters Specific to Railway Rolling Stock, which Spain signed past November and was expecting to ratify within 2022 . He also under lined the importance to4. UNIDROIT 2021 – A.G. (80) 10

Convention, particularly the Protocol on Matters Specific to Railway Rolling Stock, which Spain signed past November and was expecting to ratify within 2022 . He also under lined the importance to4. UNIDROIT 2021 – A.G. (80) 10 advance the new h igh priority projects that had been initiated under the 2020 -2022 Work Programme. Finally, it was important to work on the proposals that would be submitted for the 20232025 Work Programme.

9. The representative of Germany supported the nomination of Italy in recognition of its remarkable contribution to UNIDROIT.

10. The General Assembly, by acclamation, appointed Minister Plenipotentiary Stefano Zanini

(Italy) as the Chair of the General Assembly 2021-2022.

11. The Chair of the General Assembly 2021 -2022 stated that it was a deep honour for him to assume the Chairmanship of this honourable body on behalf of Italy. He expressed his gratitude to the membership for the confidence placed in him , and particularly to Spain for the nomination and also to Germany for seconding this motion. He assured his commitment to pursue the responsibilities as a Chair in the coming year. He further expressed his gratitude and appreciation to Professor Sánchez Cordero for his distinguished performance as previous Chair . Likewise, he expressed his appreciation for the President, Professor Maria Chiara Malaguti, Secretary-General, Professor Ignacio Tirado, Deputy-Secretary-General, Professor Anna Veneziano, and the entire staff of UNIDROIT for their professionalism and for the excellent preparation of today’s session . He stated that it was a privilege to chair the A ssembly almost 30 years after the last time Italy had chaired the General Assembly. He further emphasised that Italy and UNIDROIT had a special relationship which dated back to the funding of the Institute in 1926, which placed a great responsibility upon Italy to confirm and reinforce the country’s strong support for the activities of the Institute.

12. Looking ahead to the Institute’s work during the coming year, he underlined the continuation

to the funding of the Institute in 1926, which placed a great responsibility upon Italy to confirm and reinforce the country’s strong support for the activities of the Institute.

12. Looking ahead to the Institute’s work during the coming year, he underlined the continuation of many impactful projects under the 2020 -2022 Work Programme, as well as the planning for the following triennium in 2023-2025. Regarding the ongoing projects, he began by highlighting that the year should see further work of dissemination of the MAC Protocol. He stated that much activity was required to expand countries’ accession to this instrument and that Italy was preparing the grounds for their adhesion to the Protocol. Furthermore, he noted that o ther high priority projects would advance, and that he was particularly glad to see the Bank Insolvency Project among them, that had been proposed by the Bank of Italy. Special reference was also made by the Chair to the Model Law on Factoring, as well as to the Model Law, prepared jointly with UNCITRAL, on Warehouse Receipts, both to be submitted to the G overning Council in May 2023. He also noted the promising Best Practices for Effective Enforcement and Digital Assets projects. Moreover, the following year would see the preparation of the triennial Work Programme for the 2023-2025 period, to be proposed to the General Assembly at its 81 st session in 2022. It was important for the Secretariat to receive support and proposals from the Member States for the future activities of the Institute. Furthermore, he explained that the following year would be the occasion for Italy to contribute financially to the first Summer School that would be dedicated to African countries and the formation of jurists. Finally, he noted that a technical agreement had been concluded between UNIDROIT and Italy concerning the funding for the renovation works to be conducted on the Villa Aldobrandini the following year. In concluding, the Chair once again thanked all participants for the confidence placed in him and opened the floor for comments.

13. The representative of the United States of America congratulated the Chair and Italy for the

funding for the renovation works to be conducted on the Villa Aldobrandini the following year. In concluding, the Chair once again thanked all participants for the confidence placed in him and opened the floor for comments.

13. The representative of the United States of America congratulated the Chair and Italy for the nomination. They also congratulated Professor S ánchez Cordero for his leadership during the important and challenging past year.

14. The representative of Germany congratulated Italy on the election and expressed gratitude for their availability, as well as for all their contributions that had just been mentioned. She seized the opportunity to thank Professor Sánchez Cordero for his contribution over a challenging period and expressed their appreciation for his work.UNIDROIT 2021 – A.G. (80) 10 5.

15. The representative of South Africa congratulated the Chair on his election and thanked Professor Sánchez Cordero for the work performed in very challenging times. He also expressed their gratitude and appreciation to UNIDROIT for its successful work despite these challenging times.

Item No. 3: Adoption of the agenda (A.G. (80) 1 rev.)

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

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

Item No. 4: Statement regarding the Organisation’s activity in 2021 (A.G. (80) 2)

18. The Chair introduced the item and invited the Secretary -General to present the statement regarding the Organisation’s activities in 2021.

19. The Secretary-General congratulated the Chair and expressed his gratitude to the exiting Chair of the General Assembly Professor S ánchez Cordero. He highlighted that it had been an absolute honour to have Professor Sánchez Cordero serving as a Chair during this difficult year and that he had shown availability and support for the Institute in an unparalleled manner. He emphasised that Professor Cordero had supported UNIDROIT for decades and was already part of the history of the Institute , expressing his -and the institution ’sgratitude for Professor Cordero’s

that he had shown availability and support for the Institute in an unparalleled manner. He emphasised that Professor Cordero had supported UNIDROIT for decades and was already part of the history of the Institute , expressing his -and the institution ’sgratitude for Professor Cordero’s service. Furthermore, the Secretary-General thanked the General Assembly for their support of the nomination of Italy and expressed particular satisfaction that Italy and Mr Zanini would act as Chair for the coming year, which would be an important year for U NIDROIT. Italy had been particularly supportive through many actions and highlighted the extraordinary generosity it had shown to the Institute concerning the support for the UNIDROIT Summer School and the very recent approval of a substantive amount of money for the restauration of Villa Aldobrandini. He was therefore extremely pleased with the Chairmanship of Italy and grateful for their support, and he thanked Minister Zanini for accepting to chair the Assembly.

20. The Secretary -General then proceeded to present document A.G. (80) 2, noting that it included a summary of UNIDROIT’s activities and accomplishments over the year 2021 . He began by stating that although the COVID-19 Pandemic had almost doubled the work and had made it more difficult, yet the results had been outstanding thanks to the leadership of the President, Professor Maria Chiara Malaguti, the extraordinary contribution of Deputy Secretary-General, Professor Anna Veneziano, and the hard, fine work of all legal officers and general staff of U NIDROIT, who had substantially increased their efforts during this difficult time. The Institute had been able to double the number of projects without increasing the budget. Currently, six new legislative projects were ongoing, which was twice the usual number of ongoing projects. Furthermore, without any additional expenses, the Secretariat had doubled the number of legal offi cers working at UNIDROIT, thanks to secondments funded by the Government of China as well as extra-budgetary contributions received among others from the Bank of Italy. During 2021, the Institute had celebrated the 100th session of

expenses, the Secretariat had doubled the number of legal offi cers working at UNIDROIT, thanks to secondments funded by the Government of China as well as extra-budgetary contributions received among others from the Bank of Italy. During 2021, the Institute had celebrated the 100th session of the Governing Council, with the participation not only of the Institute’s sister organisations and close partners, but also the most eminent law professors and former contributors to the Governing Council of UNIDROIT. He also referred to the institutional commitment in terms of increased compliance requirements and transparency, and noted that t he Secretariat had seized the opportunity of less experts and travel costs to significantly improve the technological capabilities and infrastructure of the Institute to enhance the efficiency of the Institute’s work.

21. With respect to legislative activities, the Secretary -General first addressed the work on secured transactions. He highlighted that the Luxembourg Rail Protocol had taken a step forward , with the focus that the international community had been placing on the environment, green energy and sustainability. Spain had signed the Protocol in 202 1 and intended to ratify it in 2022. South6. UNIDROIT 2021 – A.G. (80) 10

Africa had also expressed the intention to sign the Protocol, but COVID-19 had prevented them from coming to Rome . Furthermore, t he work on the Protocol continued with two meetings of the Preparatory Commission, which discussed a new version of the Regulations and issued a mandate to negotiate possible amendments in the shareholding in the company that manages the registry of the Protocol.

22. Concerning the Space Protocol, the Secretariat also had continued promotional activities. In particular, UNIDROIT had strengthened its ties with UN Committee on the Peaceful Uses of Outer Space

(COPUOS), having become a permanent observer thereto, and having signed a Memorandum of Understanding with the UN Office for Outer Space Affairs (UNOOSA) which was aimed at strengthening their cooperation.

23. Furthermore, work on implementing the MAC Protocol, adopted in November 2019, had continued. The Preparatory Commission had held several sessions and important progress had been

Understanding with the UN Office for Outer Space Affairs (UNOOSA) which was aimed at strengthening their cooperation.

23. Furthermore, work on implementing the MAC Protocol, adopted in November 2019, had continued. The Preparatory Commission had held several sessions and important progress had been made. This had included discussions concerning the appointment of a Supervisory Authority and the preparation of all the necessary documents for the selection of the entity that would take the position of registrar. Further, a first draft for the Regulations had also been completed. The Secretary-General also reported that the European Commission had presented a proposal to the European Council for the signature of the MAC Protocol, which would be an extraordinary step as it would allow the 27

Member States of the European Union (EU) to sign and ratify the Protocol. The Secretariat had previously received continued expressions of interest from E U Member States to sign the Protocol . The United States of America had already signed the Protocol in 2020. The fourth meeting of the Preparatory Commission had been scheduled for January 2022, and the tender for the registry would be issued in the coming months.

24. Remaining in the area of secured transactions, work had started on the Model Law on Warehouse Receipts, together with UNCITRAL, chaired by Governing Council Member Professor Eugenia Dacoronia. The f irst session of the Working Group on this project had taken place in December 2020, and two more sessions had followed in 2021. Substantive progress had been made, and s everal draft chapters ha d already been prepare d. Two subgroups had been set up to substantially enhance the intersessional work , namely a subgroup on technology and a drafting committee, and ten meetings of the subgroups combined had been held during 2021. The SecretaryGeneral explained that the Working Group had been granted an extension of the project duration for one year, as there was a strong divide between countries following the Geneva system and those following the approach adopted in the US Uniform Commercial Code. Both approaches had reached the same solutions, albeit in different ways, and the Working Group had found it challenging to bridge

General explained that the Working Group had been granted an extension of the project duration for one year, as there was a strong divide between countries following the Geneva system and those following the approach adopted in the US Uniform Commercial Code. Both approaches had reached the same solutions, albeit in different ways, and the Working Group had found it challenging to bridge the gap between them in a way that ensured the compatibility with the legal traditions of all countries wishing to implement the Model Law.

25. Turning to the area of agriculture and private law, the Secretary-General stated that he would refer to the new project on Legal Structure for Agricultural Enterprise as part of the presentation of amendments to the Work Programme.

26. In the are a of transnational civil procedure , the work on Best Practices for Effective Enforcement, under the leadership of Deputy Secretary-General Professor Anna Veneziano and the Chair of the Working Group, Ms Kathryn Sabo, had continued expeditiously, having gathered data and information from many different jurisdictions. This project had enormous potential for providing extremely useful solutions to countries, in particular those where enforcement was not efficient . A couple of Working G roup sessions had taken place, and three subgroups had been created, respectively on enforcement of adjudicated claims, technology and enforcement, and enforcement of security rights. A third Working Group meeting had taken place the previous week, and t he Secretariat expected a first draft for the best practices to be available in 2022.UNIDROIT 2021 – A.G. (80) 10 7.

27. With regard to international commercial contracts, substantial work had been undertaken on reinsurance contracts and a note was approaching completion on the COVID-19 Pandemic and reinsurance contracts. A group of experts had contributed to this work, which was composed of highly reputed universities specialised in reinsurance, and had been extended for an additional period, with no cost envisaged for the Institute.

28. Concerning leasing and factoring, the work on the Model Law on Factoring had continued to develop. Two Working Group sessions had taken place in 2021 and three subgroups had been created

reputed universities specialised in reinsurance, and had been extended for an additional period, with no cost envisaged for the Institute.

28. Concerning leasing and factoring, the work on the Model Law on Factoring had continued to develop. Two Working Group sessions had taken place in 2021 and three subgroups had been created on conflicts, transition provisions, and the registry, respectively. Six draft chapters had been completed, and the preceding week had seen the fourth session of the Working Group. The SecretaryGeneral was pleased to report that progress was being made and the instrument would be completed as planned.

29. Turning to the project on Bank Insolvency , the Secretary-General remarked that he would refer to this new project as part of the presentation of amendments to the Work Programme.

30. Lastly, the Secretary-General addressed the project on Digital Assets and Private Law, noting that it was one of the Institute’s signature projects. Under the Chair manship of Professor Hideki Kanda, the Working Group on Digital Assets had received so much interest that it had been decided, in agreement with the Governing Council, to duplicate the formal structure of the Working Group by creating a Steering Committee to channel information received from countries and regions around the world. The amount of progress that the Working Group had made in the past year was extraordinary with over 3 sessions of the Working Group, 3 special workshops, and 24 meetings of the four subgroups that had been convened during 2021. The meetings of the Working Group on Digital Assets brought together almost 50 members.

31. Concerning the implementation an d promotion activities of the Institute, the SecretaryGeneral was pleased to report that the Republic of Kyrgyzstan and Zambia had ratified the Cape Town Convention and the Aircraft Protocol, increasing the number of Contracting Parties to 84 for the Convention and 81 for the Protocol, which made it one of the most successful commercial law treaties to date. In terms of promotion of U NIDROIT instruments, he highlighted that UNCITRAL had endorsed the 2016 version of the UNIDROIT Principles of International Commercial Contracts, and that

the Convention and 81 for the Protocol, which made it one of the most successful commercial law treaties to date. In terms of promotion of U NIDROIT instruments, he highlighted that UNCITRAL had endorsed the 2016 version of the UNIDROIT Principles of International Commercial Contracts, and that the Legal Guid