from local operator to… Regional Operator Dr. Eng. Mihail DORUS Bulgarian Water Association– September 2016 Starosel
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from local operator
to…
Regional Operator
Dr. Eng. Mihail DORUS
Bulgarian Water Association– September 2016 Starosel
2
Location in Europe
In the past…
3
In the past…
4
• 1898 - 1911
Engineer W. H. Lindley carries out hydro-geological studies and proposes the building of a water supply system towards Iasi City from the Timişeşti commune (junction of Valea Nemţişorului with Valea Moldovei), the water source being the Ozana River.
In the past…
5
The water catchment takes place in a 14 meter deep caisson-type collector that provides an average amount of 10.000-30.000 m3 water/ day.
In the past…
6
1936
Founding of the “Societatea Comunală a Apelor Potabile Iași” (Iasi communal water authority).
1942
“Societatea Comunală a Apelor Potabile Iași” becomes a public commercial “regia”.
In the past…
7
1948
Founding of “Întreprinderea de Electricitate, Tramvaie, Apă-Canal, Salubritate” (a power/tramways/water-sewerage/sanitation public enterprise)
In the past…
8
1955-1957
Due to an insufficient flow rate provided by the Timișești source, a new investment is carried out: the designing and the construction of the Prut River water supply towards Iasi City (a surface water source).
The water and sewerage activity is taken in charge by the public enterprise “Întreprinderea Comunală Apă-Canal-Băi Iași.”
In the past…
9
1968-1973
Extension of the Timișești source main water collector (design and execution).
The services provided by the public enterprise “Întreprinderea Comunala Apă-Canal-Băi Iași” are taken by the “Grupul întreprinderilor de Gospodărie Comunală și Locativă Iași (I.G.C.L. Iași” (a group of public enterprises for several utilities).
In the past…
10
• 1991
Founding of the ”Regia Autonomă Județeană Apă Canal Iași” (public autonomous water and sewerage “regia” of Iasi County)
• 1995
The “Regia Autonoma Județeana Apă Canal Iași” commences a vast investment program in all sectors (MUDP I - EBRD)
• 2000-2001
Financing contracts are signed by representatives of the European Community and Romania (EBRD loan)
In the past…
11
• 2001-2009 The ISPA Program
• 2008 - Founding of joint-stock company ApaVital S.A. Iași (societate comercială), having as share holders the Iasi County Council and the county mayoralties.
• 2009 - On 14th of July 2009 the document named “Management Delegation Contract” is signed with the ARSACIS Inter-community Development Association (Asociația de Dezvoltare Intercomunitară)
• 2011-2012 The SOP Environment Program
The SOP Environment - Institutional Frame
Viability and functionality of the SOP Environment institutional frame - key-elements for the assessments carried out by the European Commission on projects submitted towards Bruxelles.
The Institutional Analysis (included in FC) – ensuring an adequate and sufficiently powerful institutional frame for project implementation and for the subsequent sound operation of the infrastructure that is to be achieved with European funds
The legal frame – primary and secondary legislation in force regarding the sectors: water and sewerage, waste, district heating etc.
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• Beneficiary –Regional Operator (RO);
• Regionalization – The only solution for increasing the efficiency of water and sewerage services and for the fulfillment in due time of all commitments assumed by Romania via the Adhesion Treaty
• Institutional elements – a sine-qua-non condition for project approval :
• IDA (intercommunity development association) – A co-operation based structure that shall allow local authorities to control the water operator and to better monitor and supervise the implementation process;
• RO – Must demonstrate their capacity to operate in a durable manner
• Single delegation contract - to be signed by the IDA and the RO;
• The need to create a Project Implementation Unit (PIU) inside the RO;
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The SOP Environment - Institutional Frame
The “in-house rules”
The similar control - The territorial administrative units perform, via the association (IDA), upon the regional operator, a control similar to the one performed upon their own structures and a decisive influence upon all RO’s strategic and/or significant decision within the project area.
The criterion of exclusivity - The regional operator performs its activities in the field of water and sewerage services, exclusively for the public authorities associated within the IDA.
The operator’s fully public capital - The involvement of private capital in the operator’s share capital is strictly excluded, since founding stage, and along the whole duration of delegation contract
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Motives behind the need for regionalization
The rationale related to the European integration: compliance to environment standards, within dead-lines defined by the Adhesion Treaty;
The economic rationale: use of scale savings for decreasing investment and operation costs
The solidarity rationale:
Small and average communities do not have the capacity to prepare and implement projects, nor the capacity to operate the investments.
Great cities have the capacity to support, from their own investments, the needed investments (without getting associated to smaller localities, the cities cannot access financial grants)
The viability rationale (the BCA result) - Cannot be proved for most of small localities (having historical debts and lacking of needed expertise).
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Institutional Eligibility
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IDA
• Founded on the 1st of July 2005 (conversion in compliance to the law in force in 2007)
• Members: 102
• Registered at Iasi County Court in January 2008
ROC
• Founding date as Regia Autonoma Apa canal Iasi – RAJAC IASI – January 1991
• Conversion in joint-stock company SC APAVITAL SA in 2008
• Shareholders structure: 100% Territorial Administrative Units (90 shareholders)
• Covered area: Iasi County and a part of Neamt and Vaslui County
• Registered at the Register of Commerce Iasi on 24th April 2008
DC
• Being in finalization process:
• approved by the ARSACIS General Shareholders Assembly in 14.07.2009
• approved by Decision of Local Council in all Territorial Administrative Units being members
Diagram of Relations
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Te
rrito
rial A
dm
inis
trative
Units
IDA PRESIDENT
General assembly of shareholders
Board
General assembly of shareholders
Board
THE LEGAL FRAME
• Law of public local administration n0. 215/2001, with subsequent addenda and completions;
• Law of public utilities communitary services no. 51/2006;
• Law of water and sewerage services no. 241/2006,
• Govt. emergency ordinance no. 30/1997 related to the re-structuring of “autonomous regia” privind reorganizarea regiilor autonome, with subsequent addenda and completions;
• Govt. ordinance no. 26/2000 related to associations and foundations, with subsequent addenda and completions;
• Law of commercial enterprises no. 31/1990, re-published, with subsequent addenda and completions;
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The founding of the communitary development association
The steps performed for the founding of the association are the FOLLOWING:
• Reserving the association’s name at the Ministry of Justice
• Drafting the project for the Association’s Constitutive Act and Status, and their submittal for approval towards local authorities.
• Approval of the Association’s Constitutive Act and Status, by the local authorities, members of the association.
• Preparing of the documents needed for the acquiring of legal personality at Iasi City Law Court (competent law court for Association’s head-quarters)
• Registering the Association in the Iasi Law Court’s register of associations and foundations.
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Creating the Regional Operator
• The regional operator was founded by the conversion of the “Regia Autonoma” in a company (“societate comerciala”) in compliance to Govt. ordinance no. 30/1997, on the re-structuring of “regiile autonome”, with subsequent addenda and completions, corroborated with the Law for “societati comerciale” companies. no.31/1990, re-published, with subsequent addenda and completions, and the Law no. 51/2006 for public utilities communitary services.
• There were recommendations that the newly created company should be a joint-stock company. Moreover, in order to directly delegate the public water services to this new company, it was mandatory for the territorial administrative units, members of the Association, to participate to the company’s equity capital. The participation threshold at the future company’s equity capital can be limited to a certain minimum amount.
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Conversion in company (“societate comerciala”) (1)
• The Iasi County Council adopted a decision that included the following:
– Name of the new company;
– Statement saying the new company is a legal person;
– The juridical status of the new company;
– Address of head-quarters;
– Secondary premises stated in the new company’s structure;
– The way the new company’s patrimony is to be constituted;
– The way the new company’s equity capital is constituted;
– Nominal value of one share;
– The associates of the new company resulted from the conversion of the “regia autonoma”;
– Undertaking all the Regia’s rights and obligations;
– Identifiying the goods within the Regia’s patrimony upon which the new company will acquire ownership rights;
– The new company’s activity object;
– The obligation to conclude a delegation contract for the management of public services (via concession);
– The structure of the new company’s senior management structures;
– The transfer of the Regia’s personnel towards the new company and the transfer date;
– Statement stipulating the cessation of all other legal provisions related to RAJAC IASI.
21
Conversion in company (“societate comerciala”)(2)
• Defining (or not), for the administrative authorities, the minimum threshold of participation at the new company’s registered capital;
• Adoption, by the local public authorities, members of the Association, of decisions concerning: (i) The direct delegation of the public water-sewerage service management towards the new company, (ii) The empowering of the main credit release authorities to negotiate and/or sign agreements for participation at the creation of the regional operator, if such be the case
• In case that the new company’s shareholders are established, there will be need to conclude an agreement that will define the participation of each territorial administrative unit (TAU) to the regional operator’s registered capital (agreement that is to be signed by all main credit release authorities)
• Preparing the documents need for the founding of the new company;
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Conversion in company (“societate comerciala”)(3)
• Approval decision for the new company’s Constitutive Act, issued by the involved territorial administrative units’ local authorities, acting as shareholders of the new company’s equity capital and the empowering of a representative for the signing of this Act and the appointment of a person that will act on the behalf of the territorial administrative unit, within the new company.
• Performing the public promotion of all adopted decisions and informing of the public in relation to these decisions.
• Signing of the new company’s Constitutive Act;
• Registering of the new company at the trade register bureau (Oficiul Registrului Comertului);
• A minimum participation amount is decided for each locality that wants to become a shareholder in the new company. However, some localities may refuse to become a shareholder, preferring to only give in concession the services towards the company.
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Defining the participation quota of each local authority
• Criteria:
– The water volume supplied in the operating area of each territorial administrative unit involved in the constitution of the regional operator;
– The value of the patrimony being made available to the regional operator (public or private).
• In order to establish the participation of each local authority in the forming of the new company’s equity capital, it is recommended to determine first the intake brought by the greatest shareholder, namely the Iasi County Council, and then, on basis of previously defined percentages. by applying one of the criteria mentioned above, the contribution of each local authority is to be determined.
24
The regional operator’s Constitutive Act
Mainly, the following aspects should be considered:
• The company’s activity, mentioning the field and main activity;
• The amount of authorized capital stock, if any;
• Any restriction on shares transfer;
• Provisions regarding the management, the administration, the operation and the management/control of the company by statutory bodies, and the number of Board members;
• The powers conferred to administrators and, if applicable, to directors, and if they are to perform them together or separately (classical or unitary management system); or
• The powers conferred to the administrators and, if applicable, directors, respectively the members of the directorate;
• The distribution of profits and losses;
• The dissolution and the liquidation of the company;
• The total amount or at least estimates of all expenses for constitution.
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Issues subsequent to the creation of the regional operator
• Ensuring the transfer / the hiring of staff in the new company;
• Obtaining all the operating licenses / permits / authorizations (by transferring them from the previous operators, where applicable);
• Establishing the organizational structure of the new regional operator;
• Finalization and approval of the organization and functioning regulations of the new structure;
26
Delegation of the water-sewerage services management
• The Law of water and sewerage no. 241/2006, according to Art. 21 para. (2) and under application of the sentence in paragraph II. (3) of Article 4 of Govt. ord. no. 30/1997 regarding the reorganization of “regia autonoma’, with subsequent amendments
• In order to finalize the reorganization process (conversion to a commercial company) and the reorganization of regional water and sewerage services, it is necessary that at the same time with the conversion of the Regia into a company, to achieve a procedure of services management delegation:
a) With the approval of the new company’s Constitutive Act there is need to finalize and approved, by a decision of the local public administration, a management delegation contract for public services, through concession.
b) The representatives of the territorial administrative units empowered to sign the service management delegation contract are to be appointed.
27
Conclusions
• Approval of the Association and the Association’s creation by all the local involved authorities;
• Approval by the CC of the decision on the re-organization into a new company;
• Establishing the stakeholders that will be involved together with the County Council in the creation of the company’s equity capital and defining a minimum threshold of their participation;
• Adoption of a decision for the direct public service management delegation, through a concession agreement and appointing of a representative for the local and county authorities, able to attend the negotiations that are be conducted for the establishment of the regional operator and for the drafting of the management delegation contract, by concession.
• Approval by the associated local authorities (shareholders) of documents needed to finalize the management delegation process, in its final form, this consisting of: (i) The new company’s Constitutive Act, (ii) The approval of the final form of delegation contract;
• The signing of the Constitutive Act by the representatives of local authorities and, also, of the concession contract, and also by the representative of the newly created company.
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Our days…
The ApaVital mission is to continuously supply water and sewerage services to all consumers, with strict observance of all quality and efficiency parameters.
The ApaVital services are provided to 600.000 inhabitants and 3.000 enterprises/businesses.
The global water supply capacities can serve 1 million inhabitants and over 4.000 enterprises/businesses.
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Goals and Mission
Drinking water treatment plants: 5.485 l/s – 8 units
Water pipelines: 2.812 km
Tanks: 155.538 m3 – 159 units
Wastewater treatment plants: 4.577 l/s – 17 units
Sewerage networks - 918,4 km
Drinking water pumping stations - 107 units
Wastewater pumping stations - 72 units
Re-chlorination stations - 60 units
ApaVital makes permanent efforts in order to provide a nonstop water supply and to continuously improve the water quality standards.
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Capacities
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Turn-over : 30 million Euro
Equity capital : 18 million Euro
Number of shares: 788.723
Number of share holders: 90
Number of employees: 1194
Combined tariff (water/sewer) VAT incl. : 6,86 lei/m3
Localities with ApaVital services : 191
General Figures
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Physical Production (mil. m3)
8.828.55
8.348.188.11
7.567.537.357.347.317.227.167.157.137.107.067.047.026.966.906.886.876.86
6.736.736.716.646.636.51[] 6.276.226.226.186.066.065.995.985.92
5.725.685.605.53
4.98
4.43
0.00
1.00
2.00
3.00
4.00
5.00
6.00
7.00
8.00
9.00WATER-SEWERAGE TARIFFS (VAT incl.) RO
AUGUST 2016
Ranking: 30 of 45
Apa Canal A+C
35
1995 2015
1561 1207
Operational Areas vs. Employees
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Operational Area
INTEGRATED MANAGEMENT SYSTEM
Based on a CROS ERP developed on an Oracle platform for ensuring data security, subsequently on which other Business Intelligence applications have been connected: banking interfaces, intranet for documents distribution inside the company (and the survey of performance parameters) and also the company’s webpage, where various data are uploaded (news information, communiques, water test bulletins).
IT SOLUTIONS
• ERP: client relation module
- demands input (viewing of clients data)
- SMS module
• Clients phone calls management
• ApaVital webpages (www.apavital.ro)
• Intranet (ApaVital in press etc.)
- Microsoft Office (answers to requests/complaints, graphs, various lists, presentations etc.)
• Industrial system control software (water plants, pumping stations, WWTP)
• Design software; GIS data updating software
• Software for bills of quantities, projects completion and control
• BI software
• Electronic registering system
• Various software for keeping relations with state institutions (work inspectorate, finances etc.)
• Other applications
IT Management
ISO 9001:2008 – Quality Management System
ISO 14001:2005 – Environment Management System
OHSAS 18001:2007 – OHAS Management System
ISO EC 27001:2005 – IT Data Security Management System
ISO EC 22000:2005 Food safety Management System
ISO 17025: 2005 – Laboratory Management Systems
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Quality Management System
1st Class Operational License issued by the Romanian public services authority “Autoritatea Națională de Reglementare a Serviciilor Comunale din România” (ANRSC - www.anrsc.ro).
Wastewater Testing Laboratory accredited by RENAR Romania (www.renar.ro)
Drinking Water Testing Laboratory, certified by the Ministry of Health of Romania (www.ms.ro), regarding the monitoring of drinking water.
Metrological Laboratory - Authorized by the Romanian metrology authority “Biroul Român de Metrologie Legală din România” (www.brml.ro) – regarding metrological verifications.
Regarding the preparing of studies in the domain of water management, ApaVital is certified by the Romanian Ministry of Environment and Climate Changes (www.mmediu.ro).
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Quality Management System
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Services
CALL CENTER (since 2005)
Watermeter indexes
Repairs requests
Requests for new connections
Info on invoices , contracts
Permits/approvals
Processing of various complaints
Counseling for decreasing of
water consumption
Contract signing
PR Office
CALL CENTER
24/24
Tel Verde 0800808969
Public Relations
MUDP 1 1996-2000 € 14,000,000
KfW+budget 1996-2000 € 22,200,000
ISPA 2001-2008 € 51,700,000
APAVITAL funds 1996-2015 € 45,000,000
Grants (USAID, France,etc) € 150,000
Grant provided by EVD (the Netherlands) € 1,800,000
TOTAL € 135.000.000
SOP Environment I € 136,000,000
POIM € 200,000,000
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Investments
Achieved steps
• Creation of the Public Relations Unit – 2001
• Creation of a Call Center - 2005
• The ApaVital website – 2007
• Social responsibility - 2007
• Branding - 2008
42
Achieved steps
• Conceiving and implementing an employees performances evaluation system.
• Employees professional training.
• Development of a quality-oriented organizational culture.
43
Achieved steps
• Providing a full compatibility between the personnel structure and the company’s needs.
• Shifting from a state-owned typical management system to a management oriented towards the corporative governance practices and principles
44
Achieved steps
• Investment works, especially the grant funded ones;
• Continuity of company management and all the endowments offered to the company employees (machinery, equipment, computers and other IT systems).
45
Achieved steps
• New tendering regulations (PRAG , EBRD regulations and policies) and contract management regulations, adopted together with the implementing of the EC funded investment program (ISPA program).
• Know-how transfer from the European Commission Delegation and consulting firms.
46
Achieved steps
• Co-operation with IFIs, starting with year 1995, together with the commencement of the MUDP I Program (Municipal Utilities Development Program) and the signing of the EBRD financing contract: creation of an MRD account; costs decreasing; decreasing of NRW; tariff decreasing, in real terms.
47
Achieved steps
• Ensuring the full quality of provided services (supplied drinking water and wastewaters released towards sewers, plus the treatment of these wastewaters), in compliance to quality ISO standards: 9001, 14001, 18001, 27001 and 22000
48
Achieved steps
• Adopting an Integrated Management System
• Customer water metering, at a rate of 100%
• Benchmarking - EBRD
49
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In the future Transboundary Projects
Starting with 5.12.2014, Apavital erect a new company (APAVITAL M) in Moldova Republic in order to provide water distribution services in this country. This company is 100% own by Apavital. Apavital is preparing a Project for water distribution in Moldova Republic using Romanian local water sources.
Motives behind the need for regionalization
The rationale related to the European integration: compliance to environment standards, within dead-lines defined by the Adhesion Treaty;
The economic rationale: use of scale savings for decreasing investment and operation costs
The solidarity rationale:
Small and average communities do not have the capacity to prepare and implement projects, nor the capacity to operate the investments.
Great cities have the capacity to support, from their own investments, the needed investments (without getting associated to smaller localities, the cities cannot access financial grants)
The viability rationale (the BCA result) - Cannot be proved for most of small localities (having historical debts and lacking of needed expertise).
51
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