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Project Details

Search Reference:

- For a World Bank project, Organisational Team Leader + Technical Specialist - Electrical Engineer with at least 10 years experience in power sector restructuring activities + Project Management Specialist - Multi-disciplinary expert in Project management with at least 10 years of project management in a restructuring environment + Stategic Advisor + Commerical Team Leader + HR Team Leader

Fund Provider:

Citizenship requirements:

None

Framework of Search Request:

ShortListed

Duration of the assignment

8 months

Country(s) of work:

Nigeria

Deadline:

13 December 2005 at 5 PM, Paris Time

Expected Starting Date:

the date of singing the contract

Project description summary:

Work Stream A - (Commercial)
The tasks in this work stream will cover the implementation of' financial/accounting, human resources, ozganisationallbusiness process and Management Information SystemllT solutions for the functional separation of' PHCN into operational New Business Units (NBUs. Additionally, the issues relating to the detailed drafting of the commercial contracts and technical cooperation agreements that are needed to exist between the successor companies and the outside world, would be covered under this workstream
In this regards, the specific tasks required for this work stream would include, and not be limited to, the following:
1 Prepare detailed diaft of the Fuel supply agreements between the fuel suppliera and the PHCN (formerly NEPA) successor genelation companies (GenCos)
2. Prepare detailed drafts of PPAs. between D&MCos and GenCos Chat would govern their contractuel relationships in the wholesale electricity market
3. Prepare diaft Contracts for transmission services and system operation services between the GenCos and D&MCos, on the one hand, and the entity or entities responsible for the
transmission and system operation company (TransCo)
4. Prepare draft Contracts for the purchase of ancillary services between the GenCos and TransCo
5. Prepare draft short-term contracts for any residual services supplied by one successor entity to another to tide the companies over until they establish self-sufficiency in support services (e.g the supply of electricity fiom the Enugu to the Port Harcourt Electricity
Distribution PLC)
6. Prepare Contracts covering boundary issues between GenCos and TransCo, and between D&MCos and TransCo

7. Design a Market Operator contact between the Market Operatos and D&Mcos, GenCos, and TransCo
8. Design a Coopetation and Governance Agreement between all parties
9. Design Market Auditor provisions, which may be included within the Grrid Code and others, and separate contracts (e g. Market auditor terms of reférence). The market audit is a key mechanism to provide assurance to all market participants that the market is
operating in a neutral, balanced and accurate manner
10 Prepase codes defining the responsibilities of différent parties for saf'e and efficient operation of the system; these should include responsibilities for enforcement. The Codes
should include:
a. A Grid Code, binding on all parties connected to the transmission system, defining standards and procedures
b. Billing and Payment Rules and Procedures
c A Distribution Code
d. A Metering Code defining the responsibilities for measurement at the boundaries between entities (this could be included in the Grid Code)
e. A code defining responsibilities for standards of service to consumers
11. Prepare a distribution connection agreement and a distribution use-of-system agreement.
12 Update PHCN operational assets valuation as at .315T December 2002 This would be done in concert with the Transysco.
13 Separate non-core, obsolete and surplus assets from operational assets and recommend options for handling the non-core assets.
14. Identify and make recommendations to resolve finance, accounting and taxation issues, as they apply to each NBU, that may have been identified by the Due Diligence Consultants
15. Identify generation and distribution assets for each unbundled NBU and work with any available reports and studies and with the technical member of the consortium on the recommendation on boundaries and ownership of connections and substations.

16. Review, re-validate and, where necessary, modify the avvisable business plans, financial models and prof'orma accounts prepared by PWC to establish each NBU with its business plan opening accounts, balance sheets and financial models.
17 Prepare an accounting procedures manual for each NBU that take account of the possibility of having shared services covering the accounting fonction (at least until the privatisation of NBUs commences)
18, Review the essential requirements of the NBU business processes during the Transition Stage Develop and implement appropriate IS/IT strategy including the definition of appropTiate II hardware and software specifications Chat enables effective and timely management reporting at all levels of each NBU In order to reduce bath privatisation transaction costs and capital costs of the new owners and/or management teams, it is advisable to use market-tested computer software and hardware.
19. Prepare a plan for funding the un-funded pension and other liabilities of the companies in consultation with the key stakeholders.
At the completion of this work there will be an inventory of such agreements, with a broad outline of their function. For implementation, the agreements will need to be drafted in detail, agreed between the successor entities and any externat parties and, ideally, tested in operation.
6.0 Work Stream B (Legal)
This concerns two key issues The first being the legal aspects of the functional sepalation of PHCN into its technically and commercially divisible operational NBUs; the second is determining if the winding up of PHCN would resolve issues that would evolve as a result of the process of implementing the restructuring programme The Legal specialists under this consultancy will therefore conduct the following tasks in close coordination with the consultants engaged for the corporatisation assignment
I. In conjunction with the technical and Commercial Work stream specialists, draft Management Contacts applicable to Hydro and Thermal Generating companies respectively and Management Contracts applicable to Distribution companies
2 Review the work done by the Implementation of Corporate Restructuring Legal Work stream Consultancy, which was engaged by BPE to establish, partition or extinguish rights-of-way, easements and other real property rights necessary for each NBU to perform its prescribed commercial fonctions. Also, assess any encumbrances that may exist thereon and state methods for removing such encumbrances;

3 Evaluate existing PHCN litigation and claims, and legaily assign habilites and existing PHCN litigation deemed to be acceptable risks to be assumed by the SPE and the NBUs respectively;
4 Review the need and ability to assign to the NBUs existing PHCN contracts, and novate, renegotiate andlor terminate existing contracts, including Power Purchase Agreements, Rehabilitate-Operate-Transfer agreements, Revenue Cycle Management agreements, Fuel Supply agreements and any other agreements to which PHCN is presently a party Where necessary for each NBU to operate; prepare new agreements for NBUs (and the SPE) that are required to replace existing agreements, which are no longer approptiate for the NBUs or are not transferable or assignable by PHCN.
5 Draft the following legal documentation:
o Novation Contracts
o Deeds of Transfer of Real Estate
o Power Purchase Agreement
o Fuel Supply agreement
o Vesting Contracts
o And other relevant and required documents
6. Work with other consortium members and advisers retained by the BPE to address legal issues pertaining to the development of a competitive electric power market
7.0 Work Stream C (Technical)
7.1 Trading Arrangements and the Market Operator
The trading arrangements will be based on a series of bilateral contracts and not on a single buyer model. Given the constraints in the electricity system, the plan is to commence commercial trading with limited metering facilities, but with more appropriate metering to be installed by the NBUs themselves thereafter.
lt is impractical to expect that the metering, contrat and communications equipment will be adequate at the completion of this work for full commercial trading based on half-hourly commitments and on communications adequate to reschedule generation dispatch at short notice However, it is likely that before trading can commence shortfalls in metering, controls and communications are identified and cules developed to overcome them The Market Operator will then be able to operate in a way acceptable to each of the trading parties

7.2 Understanding the Needs
A review of the technical work required to identify issues such as NBU boundaries, metering requirements, telecommunication and system controls, was carried out under the Gap Analysis consultancies The full reports of the Gap Analysis assignment will be handed over to the Restructuring Implementation consultancy advisers at the start of the consultancy.. In addition to the work described above for prepaxation for privatisation and commercial trading, there are a number of technical tasks that will need to be implemented. Areas where technical input would be needed include but not limited to:
. Grid Code..
. Distribution Code
. Embedded generation
. Metering Code.
. Service standards
. Ancillary services
. Transmission system capability
. System open arion
. Technical staff capabilities
. Job descriptions
Bach of the foregoing will require some technical input, the extent of' which is summarized under the following headings.
7.3 Grid Code
Review the existing Grid Code to ascertain that its provisions match the requirements of the restructuring proposais. In particular, the consultant should provide recommendations regarding the phased relaxation of some of the requirements during the early years of restructured operation to avoid companies being unduly penalised as they work up to international best practice standards
This assignment should be undertaken in close collaboration with the consultants responsable for setting up the transmission and system operation company.
7 5 Distribution Code
Draft the Distribution Code, which will govern the relationship between the system operatorlowner and the users of the distribution network. The Code will address demand forecasting, system planning, system operation, saféty matters, contingency planning, power quality, system testing and design principles and standards
7.6. As the electricity supply becomes more reliable it is possible that large customers that have installed their own generation will offer such surplus power for sale via the grid, probably for peaking power Tt is likely that this generation will be embedded in one of'

the distribution networks and therefore Distribution Code or Gid Code, depending on the generating plant size, should govern its use. Sirnilarly, this could affect rural electrification as independent off-grid systems expand and it becomes possible to connect them to a distribution network. To avoid network instability, it will be necessary to ensure that the Grid or Distribution Codes clearly define the iules under which such embedded generation can be connected and subsequently sold.
The consultant sha11 also develop procedures and Iules for enabling the sale of private power to Distribution Companies and others..
7 7 Metering Code
Draft a Metering Code, which will determine ail the standards expected for connection and measurement of' energy flow within the power market The code should be drafted taking into consideration the transitional nature of the Nigerian power market,
7.8 Service standards
Draft a service standard manual, which would address matters such as maximum voltage excursions, fiequency deviation, customer service standards, etc It is considered that in the short terni these standards must reflect the reality of the network in Nigeria and that there should be a phasing out of the relaxation of the standards so that in the long term the best practice international standards are achieved while system improvements take place and additional generation is brought on fine
The Advisory Consortium should establish Iules that requise the Electricity Regulator to periodically review the recommended standards in the Codes and the Service Standards and consider the propriety of upgrading them, based on progress made with investments in Generation, Transmission and Distribution standards,
7.9 Technical Staff and Job Descriptions
Carry out an engineering manpower skills audit in fine with the demands brought about by the new industry structure, the market iules and the new business processes; and then write appropriate job descriptions for each technical/engineering/operations staff position (inciuding ITIMTS). This assignment should however, exclude the Transmission and System operations Company since another consultant has carried a comprehensive manpower audit under the TDP.
Additionally, comprehensively undertake a technical training and capacity-building needs assessment, develop a training/capacity-building programme to meet the identified needs, identify technicallengineering positions that must be filled and provide technical training needed to bring existing and new employees up to the required technical standard..
Work Stream D (People and Organisation)

The task of ensuring that the most appropriate human resources are allocated among the successor companies is critical both to the success of' the restructuring and to the eventual privatisation. The objective of this stage of the implementation is the re¬organisation of the PHCN workforce to facilitate the future matching of staff numbers, skills, and competencies with the technical, operational, managerial, and administrative requirements of the new business units. The work output desired are itemized below:
1. Establish the organisation structure and the staffing levels for each NBU, including the design of detailed structures and manning levels, ,job descriptions, code of conduct for staff and management, manning levels, grading systems and other labour issues, as well as define and oversee the process for the selectionlassignment of staff to the various NBUs as required by the Implementation Blueprint and other available materials
2 Develop a disengagement plan with associated cost implication for the reduction of the workforce of each NBU to optimal levels for their projected level of business during the transition stage. The consultant should present a minimum of three (.3) options for the phased reduction of staff and the cost implication for each option.
3. Develop a Change Management Strategy that ensures a smooth transition from the existing PHCN operational and management mode] to a decentralised, unbundled, distinct NBU structure, ensures that the Distribution and Generation NBUs establish a smooth interface with the Transmission and System Operation Company and enables the buy-in of staff of all NBUs into the unbundling process.
4. The consultant should update the actuarial valuation, which was donc in December 2001 to determine the accu.rate Pension Liabilities for PHCN.
5 Undertake a needs assessment and subsequently design, cost and assist in implementing a comprehensive training programme, both locally and abroad, in the commercial, technical, legal and management fonctions required to facilitate the effective operation of the NBUs
6. The programme should prepare staff to work in their NBUs with full understanding of the processes, obligations, assets and boundaries of their NBU, and the rules and processes of interaction with other NBUs and stakeholders in the market, including the NERC, Transco, SPE, etc. Training programmes will cover subjects including:
a) Business processes;
b) Accounting processes and procedures;
c) General management training across the entire electricity market value chain;
d) Ethics and the staff code of conduct;

e) The Market Rules; and
f) Business simulation gaines covering each element of the NBU market iules and business process.
6. Implementation of the training programme will take place aftez members of
staff have been assigned to the NBUs lechnical (engineering) training will be developed and implemented under the Technical work stream, but this does not preclude engineering staff from receiving relevant commercially- or legally-oriented training and vice-versa Training shall be designed in as efficient a manner as possible, such as, for instance, training staff from more than one NBU together as much as possible, while being flexible enough to ensure that all staff receive training..
9 Work Stream E (Support to BPE)
. Support and assist BPE management and the power team in discharge of their key responsibilities
. Training is a specific component of this assignment. A capacity building programme is to be provided using différent modes of training designed towards equipping members of the Electric Power Sector Reform (EPSR) Team of BPE to understand the various processes involved in restructuring of an electricity utility. Suggested training may include on-the job training whereby EPSR Team members are assigned as consultants' counterparts throughout the duration of the assignment
Training is also to be provided in Abuja, Nigeria in the various skills (legal, commercial, technical and project management) required for this assignment, to the ten (10) members of the BPE Power Sector Reform Team, five (5) senior or executive managers from each of the NBUs and five (5) staff from the Federal Ministry of Power and Steel - a total of not more than one hundred and five (105) persons. The training programme should be designed to deal with the peculiar practical questions confronting the key players in PHCN and the NBUs, the Federal Ministry of Power and Steel and BPE, who are tasked to work on the implementation of the PHCN restructuring blueprint and make the new market operational and effective The training programme is to be organised in modules and may be organised in not more than three batches. Training for each batch should run for a total of' not less than 5 (five) days.
Topics to be covered should include but not be limited to transaction documentation and drafting of key restructuring documents such as. vesting contracts, PPAs and transmission use-of-system access contracts and contracts for ancillary services, trading arrangements, analysis of the various regulatory codes and service standards in the electricity market, the nature of the key tasks to be performed in the new market structure, human resourcelindustrial relations, business process re-engineering, IT/MIS and accounting issues in the new market structure, project management and business gameslsimulations that demonstrate these issues


Position 1
Title	Organisational Team Leader
Description	The task of ensuring that the most appropriate human resources are allocated among the successor companies is critical both to the success of' the restructuring and to the eventual privatisation. The objective of this stage of the implementation is the re¬organisation of the PHCN workforce to facilitate the future matching of staff numbers, skills, and competencies with the technical, operational, managerial, and administrative requirements of the new business units. The work output desired are itemized below: 1. Establish the organisation structure and the staffing levels for each NBU, including the design of detailed structures and manning levels, ,job descriptions, code of conduct for staff and management, manning levels, grading systems and other labour issues, as well as define and oversee the process for the selectionlassignment of staff to the various NBUs as required by the Implementation Blueprint and other available materials 2 Develop a disengagement plan with associated cost implication for the reduction of the workforce of each NBU to optimal levels for their projected level of business during the transition stage. The consultant should present a minimum of three (.3) options for the phased reduction of staff and the cost implication for each option. 3. Develop a Change Management Strategy that ensures a smooth transition from the existing PHCN operational and management mode] to a decentralised, unbundled, distinct NBU structure, ensures that the Distribution and Generation NBUs establish a smooth interface with the Transmission and System Operation Company and enables the buy-in of staff of all NBUs into the unbundling process. 4. The consultant should update the actuarial valuation, which was donc in December 2001 to determine the accu.rate Pension Liabilities for PHCN. 5 Undertake a needs assessment and subsequently design, cost and assist in implementing a comprehensive training programme, both locally and abroad, in the commercial, technical, legal and management fonctions required to facilitate the effective operation of the NBUs 6. The programme should prepare staff to work in their NBUs with full understanding of the processes, obligations, assets and boundaries of their NBU, and the rules and processes of interaction with other NBUs and stakeholders in the market, including the NERC, Transco, SPE, etc. Training programmes will cover subjects including: a) Business processes; b) Accounting processes and procedures; c) General management training across the entire electricity market value chain; d) Ethics and the staff code of conduct; e) The Market Rules; and f) Business simulation gaines covering each element of the NBU market iules and business process. 6. Implementation of the training programme will take place aftez members of staff have been assigned to the NBUs lechnical (engineering) training will be developed and implemented under the Technical work stream, but this does not preclude engineering staff from receiving relevant commercially- or legally-oriented training and vice-versa Training shall be designed in as efficient a manner as possible, such as, for instance, training staff from more than one NBU together as much as possible, while being flexible enough to ensure that all staff receive training.. 9 Work Stream E (Support to BPE) . Support and assist BPE management and the power team in discharge of their key responsibilities . Training is a specific component of this assignment. A capacity building programme is to be provided using différent modes of training designed towards equipping members of the Electric Power Sector Reform (EPSR) Team of BPE to understand the various processes involved in restructuring of an electricity utility. Suggested training may include on-the job training whereby EPSR Team members are assigned as consultants' counterparts throughout the duration of the assignment Training is also to be provided in Abuja, Nigeria in the various skills (legal, commercial, technical and project management) required for this assignment, to the ten (10) members of the BPE Power Sector Reform Team, five (5) senior or executive managers from each of the NBUs and five (5) staff from the Federal Ministry of Power and Steel - a total of not more than one hundred and five (105) persons. The training programme should be designed to deal with the peculiar practical questions confronting the key players in PHCN and the NBUs, the Federal Ministry of Power and Steel and BPE, who are tasked to work on the implementation of the PHCN restructuring blueprint and make the new market operational and effective The training programme is to be organised in modules and may be organised in not more than three batches. Training for each batch should run for a total of' not less than 5 (five) days. Topics to be covered should include but not be limited to transaction documentation and drafting of key restructuring documents such as. vesting contracts, PPAs and transmission use-of-system access contracts and contracts for ancillary services, trading arrangements, analysis of the various regulatory codes and service standards in the electricity market, the nature of the key tasks to be performed in the new market structure, human resourcelindustrial relations, business process re-engineering, IT/MIS and accounting issues in the new market structure, project management and business gameslsimulations that demonstrate these issues

Position 2
Title	Technical Specialist - Electrical Engineer with at least 10 years experience in power sector restructuring activities
Description	Technical team -there are a number of technical tasks that will need to be implemented. Areas where technical input would be needed include but not limited to: . Grid Code.. . Distribution Code . Embedded generation . Metering Code. . Service standards . Ancillary services . Transmission system capability . System open arion . Technical staff capabilities . Job descriptions Bach of the foregoing will require some technical input, the extent of' which is summarized under the following headings. 7.3 Grid Code Review the existing Grid Code to ascertain that its provisions match the requirements of the restructuring proposais. In particular, the consultant should provide recommendations regarding the phased relaxation of some of the requirements during the early years of restructured operation to avoid companies being unduly penalised as they work up to international best practice standards This assignment should be undertaken in close collaboration with the consultants responsable for setting up the transmission and system operation company. 7 5 Distribution Code Draft the Distribution Code, which will govern the relationship between the system operatorlowner and the users of the distribution network. The Code will address demand forecasting, system planning, system operation, saféty matters, contingency planning, power quality, system testing and design principles and standards 7.6. As the electricity supply becomes more reliable it is possible that large customers that have installed their own generation will offer such surplus power for sale via the grid, probably for peaking power Tt is likely that this generation will be embedded in one of' the distribution networks and therefore Distribution Code or Gid Code, depending on the generating plant size, should govern its use. Sirnilarly, this could affect rural electrification as independent off-grid systems expand and it becomes possible to connect them to a distribution network. To avoid network instability, it will be necessary to ensure that the Grid or Distribution Codes clearly define the iules under which such embedded generation can be connected and subsequently sold. The consultant sha11 also develop procedures and Iules for enabling the sale of private power to Distribution Companies and others.. 7 7 Metering Code Draft a Metering Code, which will determine ail the standards expected for connection and measurement of' energy flow within the power market The code should be drafted taking into consideration the transitional nature of the Nigerian power market, 7.8 Service standards Draft a service standard manual, which would address matters such as maximum voltage excursions, fiequency deviation, customer service standards, etc It is considered that in the short terni these standards must reflect the reality of the network in Nigeria and that there should be a phasing out of the relaxation of the standards so that in the long term the best practice international standards are achieved while system improvements take place and additional generation is brought on fine The Advisory Consortium should establish Iules that requise the Electricity Regulator to periodically review the recommended standards in the Codes and the Service Standards and consider the propriety of upgrading them, based on progress made with investments in Generation, Transmission and Distribution standards, 7.9 Technical Staff and Job Descriptions Carry out an engineering manpower skills audit in fine with the demands brought about by the new industry structure, the market iules and the new business processes; and then write appropriate job descriptions for each technical/engineering/operations staff position (inciuding ITIMTS). This assignment should however, exclude the Transmission and System operations Company since another consultant has carried a comprehensive manpower audit under the TDP. Additionally, comprehensively undertake a technical training and capacity-building needs assessment, develop a training/capacity-building programme to meet the identified needs, identify technicallengineering positions that must be filled and provide technical training needed to bring existing and new employees up to the required technical standard..

Position 3
Title	Project Management Specialist - Multi-disciplinary expert in Project management with at least 10 years of project management in a restructuring environment
Description	1, Provide specialist guidance to the Power Team on the implementation of the unbundling of PHCN strategic options for privatization of successor companies, 2. Assist in reviewing deliverables of the various consultancies to achieve the mandate of accelerated privatisation of the NBUs 3.. Provide training and capacity building services to the Power Team and other key stakeholders in the process of implementing the technical aspects of the unbundling process, 4, Assist in organizing and analyzing data collected from the various activities of the implementation consultants including outcomes received from stakeholder foralworkshops. 5. Carry out any other necessary assignment as may be determined by the Power Team to achieve the mandate of implementing the unbundling and accelerated privatisation of the NBUs, The selection of the Strategic Adv

Position 4
Title	Stategic Advisor
Description	1, Provide specialist guidance to the Power Team on the implementation of the unbundling of PHCN strategic options for privatization of successor companies, 2. Assist in reviewing deliverables of the various consultancies to achieve the mandate of accelerated privatisation of the NBUs 3.. Provide training and capacity building services to the Power Team and other key stakeholders in the process of implementing the technical aspects of the unbundling process, 4, Assist in organizing and analyzing data collected from the various activities of the implementation consultants including outcomes received from stakeholder foralworkshops. 5. Carry out any other necessary assignment as may be determined by the Power Team to achieve the mandate of implementing the unbundling and accelerated privatisation of the NBUs, The selection of the Strategic Advisor shall be subject to the approval of the DG, BPE. QUALIFICATION The consultant is expected to be a power specialist with at least 10 years of global experience in restructuring and privatization of' utilities especially in developing countries. He/she must have a reasonable understanding of related matters such as regulation, tariff setting, utilities, performance benchmarking etc in the electricity sector.

Position 5
Title	Commerical Team Leader
Description	The tasks in this work stream will cover the implementation of' financial/accounting, human resources, ozganisationallbusiness process and Management Information SystemllT solutions for the functional separation of' PHCN into operational New Business Units (NBUs. Additionally, the issues relating to the detailed drafting of the commercial contracts and technical cooperation agreements that are needed to exist between the successor companies and the outside world, would be covered under this workstream In this regards, the specific tasks required for this work stream would include, and not be limited to, the following: 1 Prepare detailed diaft of the Fuel supply agreements between the fuel suppliera and the PHCN (formerly NEPA) successor genelation companies (GenCos) 2. Prepare detailed drafts of PPAs. between D&MCos and GenCos Chat would govern their contractuel relationships in the wholesale electricity market 3. Prepare diaft Contracts for transmission services and system operation services between the GenCos and D&MCos, on the one hand, and the entity or entities responsible for the transmission and system operation company (TransCo) 4. Prepare draft Contracts for the purchase of ancillary services between the GenCos and TransCo 5. Prepare draft short-term contracts for any residual services supplied by one successor entity to another to tide the companies over until they establish self-sufficiency in support services (e.g the supply of electricity fiom the Enugu to the Port Harcourt Electricity Distribution PLC) 6. Prepare Contracts covering boundary issues between GenCos and TransCo, and between D&MCos and TransCo 7. Design a Market Operator contact between the Market Operatos and D&Mcos, GenCos, and TransCo 8. Design a Coopetation and Governance Agreement between all parties 9. Design Market Auditor provisions, which may be included within the Grrid Code and others, and separate contracts (e g. Market auditor terms of reférence). The market audit is a key mechanism to provide assurance to all market participants that the market is operating in a neutral, balanced and accurate manner 10 Prepase codes defining the responsibilities of différent parties for saf'e and efficient operation of the system; these should include responsibilities for enforcement. The Codes should include: a. A Grid Code, binding on all parties connected to the transmission system, defining standards and procedures b. Billing and Payment Rules and Procedures c A Distribution Code d. A Metering Code defining the responsibilities for measurement at the boundaries between entities (this could be included in the Grid Code) e. A code defining responsibilities for standards of service to consumers 11. Prepare a distribution connection agreement and a distribution use-of-system agreement. 12 Update PHCN operational assets valuation as at .315T December 2002 This would be done in concert with the Transysco. 13 Separate non-core, obsolete and surplus assets from operational assets and recommend options for handling the non-core assets. 14. Identify and make recommendations to resolve finance, accounting and taxation issues, as they apply to each NBU, that may have been identified by the Due Diligence Consultants 15. Identify generation and distribution assets for each unbundled NBU and work with any available reports and studies and with the technical member of the consortium on the recommendation on boundaries and ownership of connections and substations. 16. Review, re-validate and, where necessary, modify the avvisable business plans, financial models and prof'orma accounts prepared by PWC to establish each NBU with its business plan opening accounts, balance sheets and financial models. 17 Prepare an accounting procedures manual for each NBU that take account of the possibility of having shared services covering the accounting fonction (at least until the privatisation of NBUs commences) 18, Review the essential requirements of the NBU business processes during the Transition Stage Develop and implement appropriate IS/IT strategy including the definition of appropTiate II hardware and software specifications Chat enables effective and timely management reporting at all levels of each NBU In order to reduce bath privatisation transaction costs and capital costs of the new owners and/or management teams, it is advisable to use market-tested computer software and hardware. 19. Prepare a plan for funding the un-funded pension and other liabilities of the companies in consultation with the key stakeholders. At the completion of this work there will be an inventory of such agreements, with a broad outline of their function. For implementation, the agreements will need to be drafted in detail, agreed between the successor entities and any externat parties and, ideally, tested in operation.

Position 6
Title	HR Team Leader
Description	The task of ensuring that the most appropriate human resources are allocated among the successor companies is critical both to the success of' the restructuring and to the eventual privatisation. The objective of this stage of the implementation is the re¬organisation of the PHCN workforce to facilitate the future matching of staff numbers, skills, and competencies with the technical, operational, managerial, and administrative requirements of the new business units. The work output desired are itemized below: 1. Establish the organisation structure and the staffing levels for each NBU, including the design of detailed structures and manning levels, ,job descriptions, code of conduct for staff and management, manning levels, grading systems and other labour issues, as well as define and oversee the process for the selectionlassignment of staff to the various NBUs as required by the Implementation Blueprint and other available materials 2 Develop a disengagement plan with associated cost implication for the reduction of the workforce of each NBU to optimal levels for their projected level of business during the transition stage. The consultant should present a minimum of three (.3) options for the phased reduction of staff and the cost implication for each option. 3. Develop a Change Management Strategy that ensures a smooth transition from the existing PHCN operational and management mode] to a decentralised, unbundled, distinct NBU structure, ensures that the Distribution and Generation NBUs establish a smooth interface with the Transmission and System Operation Company and enables the buy-in of staff of all NBUs into the unbundling process. 4. The consultant should update the actuarial valuation, which was donc in December 2001 to determine the accu.rate Pension Liabilities for PHCN. 5 Undertake a needs assessment and subsequently design, cost and assist in implementing a comprehensive training programme, both locally and abroad, in the commercial, technical, legal and management fonctions required to facilitate the effective operation of the NBUs 6. The programme should prepare staff to work in their NBUs with full understanding of the processes, obligations, assets and boundaries of their NBU, and the rules and processes of interaction with other NBUs and stakeholders in the market, including the NERC, Transco, SPE, etc. Training programmes will cover subjects including: a) Business processes; b) Accounting processes and procedures; c) General management training across the entire electricity market value chain; d) Ethics and the staff code of conduct; e) The Market Rules; and f) Business simulation gaines covering each element of the NBU market iules and business process. 6. Implementation of the training programme will take place aftez members of staff have been assigned to the NBUs lechnical (engineering) training will be developed and implemented under the Technical work stream, but this does not preclude engineering staff from receiving relevant commercially- or legally-oriented training and vice-versa Training shall be designed in as efficient a manner as possible, such as, for instance, training staff from more than one NBU together as much as possible, while being flexible enough to ensure that all staff receive training.. 9 Work Stream E (Support to BPE) . Support and assist BPE management and the power team in discharge of their key responsibilities . Training is a specific component of this assignment. A capacity building programme is to be provided using différent modes of training designed towards equipping members of the Electric Power Sector Reform (EPSR) Team of BPE to understand the various processes involved in restructuring of an electricity utility. Suggested training may include on-the job training whereby EPSR Team members are assigned as consultants' counterparts throughout the duration of the assignment Training is also to be provided in Abuja, Nigeria in the various skills (legal, commercial, technical and project management) required for this assignment, to the ten (10) members of the BPE Power Sector Reform Team, five (5) senior or executive managers from each of the NBUs and five (5) staff from the Federal Ministry of Power and Steel - a total of not more than one hundred and five (105) persons. The training programme should be designed to deal with the peculiar practical questions confronting the key players in PHCN and the NBUs, the Federal Ministry of Power and Steel and BPE, who are tasked to work on the implementation of the PHCN restructuring blueprint and make the new market operational and effective The training programme is to be organised in modules and may be organised in not more than three batches. Training for each batch should run for a total of' not less than 5 (five) days. Topics to be covered should include but not be limited to transaction documentation and drafting of key restructuring documents such as. vesting contracts, PPAs and transmission use-of-system access contracts and contracts for ancillary services, trading arrangements, analysis of the various regulatory codes and service standards in the electricity market, the nature of the key tasks to be performed in the new market structure, human resourcelindustrial relations, business process re-engineering, IT/MIS and accounting issues in the new market structure, project management and business gameslsimulations that demonstrate these issues

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