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Actions for establishing a Single Auction Office for CSE

Actions for establishing a Single Auction Office for CSE. 8 th IG Meeting Milan, 3rd June 2008. AGENDA. Legal study Missions, Perimeter & indicative Implementation. Legal Study (1). The Study was performed in two major steps:

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Actions for establishing a Single Auction Office for CSE

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  1. Actions for establishing a Single Auction Office for CSE 8th IG Meeting Milan, 3rd June 2008

  2. AGENDA • Legal study • Missions, Perimeter & indicative Implementation

  3. Legal Study (1) • The Study was performed in two major steps: • Benchmarking Study of Company Law and Taxation Perspective for AT, FR, GR,IT and CH, focusing on Limited Liability Companies • Selection of most suitable Company Form for each of above Countries, plus Liechtenstein (on swissgrid initiative) • Main Targets of the Study: • Comparison of Legal Forms and Taxation in relevant Countries • Ascertain of significant differences of Legal Forms and Taxation • Identification of ‘no goes’ for any Legal Forms • Recommendation of best suited Legal Form for each Country

  4. Legal Study (2) The best suited Legal Form for each Country: • Austria: GmbH • France: SAS • Italy: S.p.A. • Greece: S.A. • Switzerland: Corporation Ltd. (Aktiengesellschaft) • Liechtenstein: Corporation Ltd. (Aktiengesellschaft)

  5. Legal Study (3) • What was investigated by the Legal Study? • Distinction between one-tier system and two-tier system • Corporate Governance • Share Capital / Shares • Allocation of Profits • Minority shareholder’s Rights • Tax Study • Corporate Taxes • VAT on activities of the Company • Wage Taxes • Withholding Taxes

  6. Legal Study (4) • Relevant Results of the Legal Study: • For each participating Country the best suited Company Form has been evaluated and recommended • There are differences in the organizational structure of preferred Company Forms, however they are of minor importance from operational business point of view of the SAO • Taxation is very similar in AT, FR, GR and IT, where CH and LI have advantages in this issue. Caused by the fact, that the SAO will operate as a Non Profit Company (NPC), this issue should be also of minor priority. • The detected differences between the recommended Company Forms mainly concern the organizational structure (MD, SB or BoD, GA) and their flexibility (=> Contractual Issues, By-Law’s,…) • Independent of the country chosen, each legal form recommended per country is suitable for the needs of the SAO!

  7. AGENDA • Legal study • Missions, Perimeter & indicative Implementation

  8. Missions, Perimeter & indicative Implementation (1) • Mission: • SAO of CSE Region is acting as a Service Provider for TSOs • SAO will act on regulated cross border capacity allocation on the Italian borders • Perimeter of SAO: • Long and mid term explicit auctions (yearly, monthly) • Daily explicit auctions • Intraday Capacity Allocation (to de decided further) • Secondary Market activities • Clearing and Settlement • Auction Income Distribution • Publication of Data for Market • Reporting to TSOs • Shareholders could agree on committing to SAO further activities.

  9. Missions, Perimeter & indicative Implementation (2) • Main activities to be further performed by TSOs : • As a general principle, taking into account the similar experience on the other Regional Initiatives, all sensitive issues shall stay within the activities of TSOs (NTC, ATC, products, market design, rules, Income Sharing…) • Customer Relationship can further be done by relevant single TSOs on strategic and sensitive activities • Claims handling and ‘new’ services have to be elaborated in detail in the relevant documents • Decentralized Nomination is proposed (at least for the beginning) • Decentralized Matching is proposed and recommended • Relation with Regulators

  10. Missions, Perimeter & indicative Implementation (3) • Governance – possible structure: • Joint • APG, ELES, HTSO and swissgrid insist on equal shares and voting rights for all participating TSOs. For Terna and RTE also other ways of distribution of shares are imaginable. • Independency • Transparency A possible Governance Structure

  11. Missions, Perimeter & indicative Implementation (4) • Contractual Issues: • Operational Contractual Activities: • Service Level Agreement • Inter TSO Agreement • Auction Rules • Company Agreements: • Articles of Association • Shareholders Agreement • By-Law’s

  12. Missions, Perimeter & indicative Implementation (5) • Indicative Implementation • An indicative Project Plan, in their different Project Phases (Orientation, Implementation, Operation) is as follows: • Note • The statements above show the current status of internal discussions and are for information only. • So far no items have been formally approved by the involved TSOs and/or their shareholders.

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