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ADVANCED MANAGEMENT PROGRAMME (AMP) ON AFRICA OIL, GAS AND MINING, INVESTMENTS,CONTRACTS ADMINISTRATION, TAX MANAGEMENT AND ARBITRATION lectures holding @ Course Outline and Codes of Modules DESCRIPTION OF COURSES AND CONTACT HOURS The total number of contact hours for the programme is one hundred and eighty (180) hours. It is important to state that each of the modules of our Advanced Management Programme can be taken as stand-alone short courses by persons who are not interested in graduating with our Advanced Management Programme and which brief period of training would count as Continuing Professional Development (CPD) hours of the Chartered Institute of Taxation of Nigeria, Chartered Institute of Arbitrators of United Kingdom and the Nigerian Bar Association, depending on whether the module is approved as a Continuing Professional Education (CPE) by either of the two professional bodies. The details of the modules and the time allotment(s) are as follows: Course Codes, Aim, Outline and the contact hours of the various courses AMP 100: Legal Ownership and Energy Security of Natural Resources Production in the Africa a. AIM The aim of this module is to introduce students to legal, legacy and contemporary issues pertaining to the ownership of natural resources in Africa and how these legacy issues have affected the development of the natural resources in the continent as well as the continent’s long term strategic interests vis-à-vis the tripartite (English, Portuguese and French) trajectory of the continent. An understanding of these fundamental issues would give the student a good foothold on the Advanced Management Programme and its prospects as Africa pursues her energy security. b. CONTACT HOURS (NINE HOURS) This module is divided into three parts of three hours each on two different days: the political economy aspect and the energy security aspect. AMP 101: Contemporary Tax Policy and Regulatory Matters a. AIM This module shall acquaint students with the evolution and objective of the tax system in Nigeria, Features of a Good Tax System, general system of tax administration, problems and prospects, tax laws, administration of income tax, value added tax, capital gains tax, petroleum profit tax, the structure and functions of tax authorities at federal and state levels, joint tax board, the theory of economic stabilization and impact of fiscal policy; while the second three hours of the module shall acquaint students with the interrelationship between stakeholders in the development of a good tax system, The role of stakeholders in developing a good Tax culture in Nigeria, Funding of the Tax and Revenue Authorities, Tax Refund Mechanism. Periodic Review of existing Tax laws, Coordination of Tax Authorities by the Joint Tax Board, Tax Appeal Process and using tax system as a tool in creating competitive advantage as well as the issue of tax incentives. b. CONTACT HOURS (TWELVE HOURS) This module is divided into two parts of six hours each on two different days. AMP 102: Double Tax Agreements, Tax Information Agreements and Bilateral Investment Treaties and Regional Economic Cooperation Agreements and their impact on Source Rules versus the Resident Rules in negotiating Oil, Gas, Solid Mineral and Electricity Production, Turn- key Service Contracts and Offshore Rig Hire Contracts in Africa a. AIM The aim of this module is to provide the student with a good understanding of international tax treaties, tax information agreements and bilateral investment treaties as well as their impact on oil, gas and solid minerals production as well as electricity generation and turn-key projects as well as the legal and fiscal regimes for offshore rig hire in African countries. The course would involve training on tax treatment of turn-key contracts by non-resident international staff as well as the taxability of the online role through the internet by a non-resident expert in a particular foreign country. Students would be exposed to the taxing regime for extractive industry production operations under the Source Rules and also under Resident Rules. b. CONTACT HOURS (TWELVE HOURS) The total number of contact hours is twelve hours divided into three different days. AMP 103: Concessions, Licensing and other Production Contractual Issues in the Africa’s Extractive Field Development a. AIM The aim of this module is to strengthen the students’ capacity to effectively negotiate and draft robust terms in oil and gas upstream operatorship and lease agreements under concessionary, licensing and/or production sharing agreements. The essence of the module is also to ensure that upon completion of study, students would be able to effectively negotiate and draft clauses for Joint Operating Agreements, Sole Risk Agreements and Technical Service Agreements for petroleum concessions and other extractive industry licencing and production contracts to the benefit of their clients. Students shall also acquire the negotiation and drafting skills for the bidding and auctioning of oil, gas and solid minerals acreages under licencing and concessionary legal frameworks, while taking into cognisance due diligence and fiscal issues when negotiating such transactions. Students shall also be exposed to the issues of Ministerial Consent and Back – In Rights under the Petroleum Act. b. CONTACT HOURS (NINE HOURS) The contact time for this module is nine hours divided into two days of three hours each. AMP 104: Unitisation, Cross Unitisation, Cross Border and Joint Development Zone Transactions for Petroleum, Solid Mineral and Electricity Production in Africa: Legal and Tax Issues a. AIM The aim of this module is to acquaint students with legal as well as tax royalty issues pertaining to petroleum production in cross border, unitised, cross unitised as well as joint development zones which have been established as a result of straddling oil and gas fields. The module shall also treat the legal and tax treatment of solid minerals production and electricity generation from straddling hydro-power generation areas. b. CONTACT HOURS (NINE HOURS) This module shall be delivered in three days i.e. nine hours. AMP 105: Legal and Tax Issues on Decommissioning, Restoration and Abandonment of Petroleum, Solid Mineral and Electric Generation Facilities for in Africa, including provisions for Tax Deductibility a. AIM This module shall expose students to the legal issues pertaining to decommissioning, restoration and abandonment of offshore petroleum and electricity generation facilities as well as the legacy issues in cases where the licensing and / or operatorship of an acreage has been transferred without any expressed commitment for decommissioning, restoration or abandonment. It shall treat the issues of obtaining the approval of the respective Minister(s) and government departments concerned with decommissioning, restoration and abandonment. It shall also treat the issues of the setting up of a ring fenced fund in an escrow for the decommissioning, restoration and abandonment process as well as the desirability for a suiting fund as well as the ancillary tax treatment and cost issues. Students shall also be exposed to processes for decommissioning, restoration and abandonment in matured provinces such as the United Kingdom Continental Shelf. b. CONTACT HOURS (TWELVE HOURS) This module shall be divided into two parts (the first part on decommissioning, restoration and abandonment of petroleum production facilities shall be delivered on the first two days i.e. first six hours); while the second part (on decommissioning, restoration and abandonment of electric generation facilities shall be delivered in the second six hours on the third and fourth days). AMP 106: Decommissioning, Restoration and Abandonment of Petroleum and Solid Mineral Facilities for Tax Deductibility: Legal Framework and Fiscal Modeling a. AIM This module shall educate students on the process, economic, costs, tax and legal issues pertaining to the decommissioning, restoration and abandonment of solid minerals in Africa as well as the ancillary environmental issues. b. CONTACT HOURS (SIX HOURS) This module shall be delivered in six hours, i.e. two days. AMP 107: Valuation of Petroleum Reserves in Africa a. AIM This module shall introduce the students to the methodologies for econometrics and forecasting of asset valuation of reserves of petroleum and solid minerals such as fair market value, probability and risk as well as risk adjustment in valuing petroleum assets, consideration of the portfolio approach to assets management, portfolio optimisation techniques, Monte Carlo simulation techniques, investment decision analysis and simulation techniques. The essence of the module is to ensure that students acquire the techniques to determine the potential, probable and proven reserves of petroleum and solid minerals as well as determining the value-to-loan, Expected Present Value (EPV) and the Net Present Value (NPV) of reserves in a petroleum or solid mineral acreage with a view to ascertaining its volumetric production payments prospects while considering the underlying legal issues. b. CONTACT HOURS (TWELVE HOURS) Since this module is divided into two sections, the first section being on the principles and techniques for determining the reserve base of an oil or solid mineral well, it is earmarked for two full days i.e. six hours; while the second part, which deals with volumetric production payments, is for the third and fourth days i.e. another six hours. AMP 108: Transfer Pricing of Petroleum, Solid Mineral and Electricity Production: Impact on Supply of Technical Expertise and Services as well as Tax Base Erosion in Africa a. AIM This module shall introduce students to the issues of inter-related, inter-group, subsidiary and affiliate companies and the Arms-Length Principle generally and as it applies to oil, gas, mining and electricity companies with worldwide operations and their international staff who are frequently called upon to role in diverse regions. This module shall also review the OECD Rules and the UN Rules as it affects transfer pricing as well as the legal and tax issues that can militate against the operations of robust transfer pricing rules that can effectively drive petroleum production by multinational petroleum producers and operators shall also be considered by the students. b. CONTACT HOURS (TWELVE HOURS) This module is divided into two sections. AMP 109: Tax Treatment of Petroleum Licence Areas during exploration, prospecting, development and production a. AIM This module shall introduce students to the tax treatment of petroleum licence areas from their exploration, prospecting, development and production stages. The module shall specifically introduce the students to the procedure and processes for the taxability of upstream petroleum joint ventures and production sharing contracts as well as the issue of ring fencing of petroleum acreages. The module shall also discuss the processes in several jurisdictions within Africa and how they vary from country-to-country. Students shall make presentations on the specifications in their country. b. CONTACT HOURS (SIX HOURS) The module shall be delivered in two classes of three hours each. This shall include the time used for presentations on country-to-country variations. AMP 110: Taxation of Hydrocarbon as well as Corporate Entities involved in Petroleum Production; Petroleum Operations under Concessions, Joint Ventures, Production Sharing Contracts, Sole Risk Agreements and Petroleum Production in the Deep Offshore, Offshore, Onshore and in Marginal Fields and the associated allowances, allowable deductions, ring fencing and royalty issues a. AIM This module shall introduce students to emerging regulatory regimes for the distinct taxation of hydrocarbon as well as the distinct taxation of corporate operations of petroleum producing companies in Africa. Hitherto, in some tax regimes in Africa, companies involved in upstream petroleum production were not expected to be assessed distinctly for company income tax, however, under some emerging regimes they are statutorily required to pay company income tax. This issue shall be reviewed under this module. The module shall also treat the taxation of petroleum operations, by discussing its statutory meaning under Concessionary, Joint Venture, Production Sharing Contract and Sole Risk legal regimes. The module shall also expose students to the tax structure for deep offshore, offshore, onshore and marginal field production regimes. It shall also treat the tax allowances, allowable tax deductions and royalty regimes under the above production contract types. b. CONTACT HOURS (TWELVE HOURS) This module shall be delivered in four classes of three hours each. AMP 111: Gas Flare, Gas Re-injection, Gas - to - Liquid, Liquefied Natural Gas and Gas –to - Power Projects : Contractual, Regulatory and Tax Issues a. AIM This module shall introduce students to the issue of gas flares and gas related environmental issues in Africa. It shall further expose students to fiscal incentives for gas re-injection as well as the contractual issues pertaining to Gas-to-Liquid, Liquefied Natural Gas and Gas-to-Power projects and the issue of ownership and off-takers of gas as well as the statutory role of the gas aggregator in several African gas jurisdictions. b. CONTACT HOURS (SIX HOURS) This module shall be delivered in six hours i.e. two days. AMP 112: Taxation of Solid Minerals Production and the investment incentives, tax allowances, allowable tax deductions and royalty issues a. AIM The aim of this module is to introduce students to the fiscal regime for the mining and the incentives for beneficiation of solid minerals in Africa. The module shall further introduce students to the differential fiscal regimes for mining of strategic economic minerals as distinct from luxury minerals in certain solid mineral jurisdictions. The module shall additionally expose students to the investment incentives, tax allowances, allowable tax deductions and royalty regimes for gas development in comparative African jurisdictions. b. CONTACT HOURS (NINE HOURS) This module shall be delivered in three classes of three hours each. AMP 113: Taxation of Electricity and the ancillary investment incentives, tax allowances, allowable tax deductions and royalty issues a. AIM This module shall introduce students to the fiscal regime for electricity generation and distribution in comparative African regimes and the impact of the fiscal regime on the statutory role of the electricity aggregator as well as on the tariff for electricity. The module shall also expose students to investment incentives, fiscal allowances, allowable fiscal deductions and royalty issues in several jurisdictions in Africa such as South Africa and Ghana. b. CONTACT HOURS (SIX HOURS) This module shall be delivered in six hours i.e. two days. AMP 114 : Investment Structuring for Petroleum, Mining and Electricity in Africa: Legal and Tax Framework for Private Equity, Venture Capital, Derivatives, Hedge Funds, Buy-Outs, Carried Interest Schemes a. AIM This module shall introduce students to investment structuring that can be used for petroleum production, solid mineral mining and electricity generation in Africa. The module shall exhaustively treat the legal as well as fiscal regime for the afore-stated investment structures in South Africa as a best practice for consideration by other African countries. b. CONTACT HOURS (NINE HOURS) In view of the number of investment structures and the need to exhaustively discuss them, with comparative examples, the module shall be delivered in nine hours i.e. three days. AMP 115: Farm - In, Farm – Out, Acreage Transfer, Mergers and Acquisitions for Petroleum, Mining and Electricity Production and its ancillary legal framework for tax allowances, allowable tax deductions and royalty issues in Africa a. AIM The aim of this module is to introduce students to the legal framework for petroleum production, mining and electricity projects that require any of the afore-stated contractual financing modes as well as the legacy issues pertaining to tax and legal title that may arise. b. CONTACT HOURS (NINE HOURS) In order to effectively treat the module, it shall be delivered in nine hours i.e. three days. AMP 116: Legal Framework for Petroleum, Mining and Electricity Project Finance (Debt Finance [Loans, Production Sharing, Modified Carry Arrangements], Mezzanine Finance, Corporate Bonds, Swaps, Securitization, Reserve Based Finance and Sukuk) in Africa. a. AIM This module shall expose students to the above contemporary and alternative structures for the funding of petroleum production, solid mineral mining and electricity in Africa. It is expected that at the end of the module, as well as all other modules, students would have acquired the required training in the subject matter(s). b. CONTACT HOURS (NINE HOURS) In view of the complexities of this module, students shall be taught over a period of nine hours i.e. three days. AMP 117: Arbitration of Petroleum, Mining and Electricity Contract Administration: Appraisal of the UNICITRAL Arbitration Rules, 2010 as well as the New York Convention on the recognition and Enforcement of Foreign Arbitral Awards vis-à-vis the arbitration legislations in African sample countries as it pertains to Petroleum and Solid Mineral Mining Production and Electricity Generation as well as the impact of several national legislations and how Pacta Sunt Servanda may be affected by Rebus Sic Stantibus in such transactions. a. AIM This module will therefore use case law such as the Tullow Case in Uganda, the IPCO and Agip Arbitrations in Nigeria to address the complex issues raised by investor-state arbitration, and in particular will address these issues in the context of disputes in the natural resources sector. Over a quarter of all investor-state arbitrations commenced in 2013 alone arose out of tax disputes related to oil, gas and mining projects such as in Uganda and Nigeria. With the continued importance of natural resource exploitation to the wealth of many states, particularly in Africa, and a resurgence of resource nationalism in parts of the world, it is not unexpected that related disputes with foreign investors continue to figure prominently in investment treaty arbitration. b. CONTACT HOURS (SIX HOURS) This module shall be delivered in six hours i.e. two days. AMP 118: Managing Innovation and Transformation in Africa’s Growing Businesses: Legal and Tax Issues a. AIM b. CONTACT HOURS (SIX HOURS) This module shall be delivered in six hours i.e. two days. AMP 119: SUPERVISED ESSAY a. AIM Each student shall write a supervised essay of a minimum of four thousand, nine hundred (4,900) and a maximum of five thousand (5,000) words in double line, Times Roman. The word limit shall include footnotes. The topic of the essay must have been approved before commencement of the writing by the Registry. b. CONTACT HOURS (TWELVE HOURS) c. This module shall entail a cumulative time of twelve hours of students contact with their respective supervisors. ADVANCED MANAGEMENT PROGRAMME (AMP) ON AFRICA OIL, GAS AND MINING COURSE ON INVESTMENTS, CONTRACTS ADMINISTRATION, TAX MANAGEMENT AND ARBITRATION ADMISSION APPLICATION FORM SURNAME FORENAME TITLE (MISS/MS/MRS/MR/DR) DATE AND PLACE OF BIRTH PREVIOUS NAME (IF APPLICABLE) NATIONALITY WOULD YOU REQUIRE US TO PROVIDE YOU WITH STUDENT ACCOMMODATION? CONTACT / EMAIL ADDRESS TELEPHONE NUMBER(S) ACADEMIC QUALIFICATION(S) PROFESSIONAL QUALIFICATION(S) CGPA / CLASS OF DEGREE POST SECONDARY INSTITUTION(S) ATTENDED WITH DATES NAME AND ADDRESS OF NEXT- OF- KIN NAME / ADDRESS OF PRESENT EMPLOYER PERIOD OF PRESENT EMPLOYMENT (ATTACH DETAILED EMPLOYMENT HISTORY) NAME OF SPONSOR FOR OUR PROGRAMME (IF SELF SPONSORED STATE SO) NAME / EMAIL OF APPROVING OFFICER AUTHORISING YOUR PARTICIPATION WOULD YOU REQUIRE A VISA TO ENTER NIGERIA AND UNITED KINGDOM? HAVE YOU BEEN CONVICTED BEFORE FOR MORE THAN A TRAFFIC OFFENCE? DO YOU SUFFER ANY DISABILITY? NAMES/ ADDRESSES OF TWO REFEREES (One referee must be a current employer or a recent lecturer on an academic programme exceeding six months of study) STATEMENT OF INTEREST WHY YOU WANT TO UNDERTAKE OUR ADVANCED MANAGEMENT PROGRAMME Between 450 – 500 words AFFIX THREE COLOUR PASSPORT PHOTOGRAPHS HERE ____________________ Signature of Applicant _____________________ Date Completed student application form must be submitted to the Administrative Officer of the Advanced Management (AMP) on Africa Oil, Gas and Mining Course on Investments, Contracts Administration, Tax Management Arbitration not later than one month before the commencement date of preferred stream. EVENTS Previous Events In September 2010, the Centre for Petroleum and Mineral Law Research conducted the first ever Petroleum Contracts Administration and Upstream Tax Workshop for Judicial Officers and Lawyers in Nigeria FACULTY Ifueko Omoigui – Okauru Dr. Bayo Adaralegbe Tunde Aribido Gbenga Biobaku Kofo Dosekun Professor Yinka Omorogbe Bede Nwete Dr.Mark Igiehon Uche Nwokedi, SAN Theo Emuwa PARTICIPANTS Special Representative of Federal Attorney General and Minister for Justice Honourable Judges from the Federal High Court Honourable Judge from the High Court of the Federal Capital Territory Honourable Judge from the High Court of Bayelsa State Lawyers from the Nigerian National Petroleum Corporation (NNPC) Lawyer from Century Energy Limited Lawyers and investment advisers from Shell Petroleum Lawyer from First Bank PLC Officials from Exxon Mobil Lawyers for Diamond Bank PLC