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Contract Risk Management for Mining Exploit new market opportunities and mitigate risk through rapid and effective contract risk management strategies between contractors and owners Main conference: 30 – 31 January 2007 • Pre-conference workshop: 29 January 2007 Thistle Kensington Palace, London

Kier Group plc Alcan Inc Impala Platinum Holdings Limited Exxaro Resources Limited Eyesizwe Coal (Pty) Ltd Thiess Pty Limited Leighton Contractors Hill International Clayton Utz White & Case (Europe) LLP CRU Strategies Imperial College Norton Rose Willis Limited MIGA Society of Construction Law

Contract Risk Management for Mining will take you through the crucial steps of identifying, allocating and managing mining risk. ◆ Learn how to best align your goals within the contracts and appropriately indemnify each party’s risks ◆ Fully understand and use the termination and force majeure clause ◆ Identify the key risks and differences of alliance contracting vs. standard contracting ◆ Explore the use of insurance cover for contractors and owners and determine which of the key options to take into account ◆ Know your dispute resolution options and how best to manage the situation ◆ Implement ideal strategies to reduce your costs and increase efficiency in your projects ◆ Reduce the major uncertainties throughout the lifetime of the contract



What people have said about our Contract Risk Management series “Good blend of speakers from Law Firms, Corporations, Operator and Contractor side. Valuable opinions, insight and practice tips.” Flowserve, CRM delegate 2006 “Once again a very useful seminar.” Halliburton, CRM delegate 2005

Media Partners:



Pre–conference workshop: 29 January 2007

Mining agreements - best practice in contract drafting

Supporting Association:



+44 (0)20 7368 9300 Freephone: 0800 652 2363



+44 (0)20 7368 9301

[email protected] www.iqpc.com/uk/MIN

Increase efficiency by getting the most out of every contract

14:00

dayONE

■ Striking the right balance between time, quality and cost ■ Ensure the right balance between risk and number and quality of

30 January 2007

contracts

■ Effective handling of internal pressures on your contracting responsibilities

8:30 Registration and coffee

■ Set standards for project scope, schedule, quality and making

9:00 Chairman’s welcome James Bremen, White & Case (Europe) LLP

accurate estimates Neville Chisholm, Mine Manager India, Leighton Contractors *

9:15 International

14:45 Alliance relationship contracts vs. traditional mining contracts – pros and cons

O p e n i n g

This session will investigate the challenges and opportunities experienced by most major mining contracting companies within the African continent. Expand your business development potential by examining macro environmental factors such as: ■ Infrastructure ■ Social and Cultural ■ Logistical Support ■ Technology ■ Politics ■ Legislation and ■ Economic ■ Environment Different models of contracting contracts will also be investigated as they may differ from one country to another. These models will include: ■ Contractor owning labour and machinery ■ Contactor own only labour ■ Contractor own only equipment Mongezi Veti, General Manager Area 2, Exxaro Resources Limited & Eyesizwe Coal (Pty) Ltd

Owner/contractor insurance cover – whose policy should respond?

10:00

■ ■ ■ ■ ■ ■

The various risk profiles How you can use insurance Managing insurable risk Overview of the insurance covers Insurance clauses and issues arising What are the limits to insurance? Steve Higginson, Global Mining Practice Leader, Willis Limited

Explore the pros and cons the various contract styles Ask when is best to alliance? Understand the risks associated with alliancing Assess the relationship management benefits How to implement changes in contracting How to choose the best option for your business Exploring good faith clauses James Bremen, Associate, Construction and Engineering Practice, White & Case (Europe) LLP 15:30 Coffee and networking break

Dealing with the practical and legal implications of contract management

16:10

■ How to properly deal with contracts ■ Understanding their legal and practical purpose ■ The management of contracts and best practice to gain an awareness of common contract misconceptions

■ Contract management: examining post-contract needs Ramun Mahadevey, Group Secretary and Senior Manager Legal Services, Impala Platinum Holdings Limited PANEL

10:45 Coffee and networking break

Own or operate? - a small / medium sized mining company’s perspective on contract mining

11:25

■ What are the main UK and overseas perspectives? ■ Key risk profiles and what should be examined ■ Advantages and disadvantages of owning and operating Philip Cave, Mining Director, Kier Group plc 12:10 Aligning

■ ■ ■ ■ ■ ■ ■

SESSION

16:55 Achieving equitable risk – finding a balance Negotiating to achieve equitable risks is never easy in contracts. How do you tip the scale and find the balance in all major mining contracts? This panel session will explore the different ways that risk allocation is implemented in your contracts. The panel will look at: ■ How is risk transferred? ■ Which contracts present higher risks? ■ How can you maintain this balance throughout the contracts lifetime? Facilitated by the Chairman and panellist speakers from the two days 17:40 Chairman’s close and end of day one

your party objectives with relationship

management The success of contracting out will be determined in a large part by the contract itself and in particular whether the parties have properly considered and incorporated communications, project management, issue resolution, risk allocations and goals to ensure alignment of interests. ■ How can a contract best deliver results for the project? ■ Effective joint project management strategies in mine contracts ■ Implementing effective communication chains to reduce operational risk and dispute ■ The difference between theoretical and real risk allocation ■ Aligning the interests of the contractor and mine owner ■ Why partnership is important in project success Mark Lynch, Group Counsel, Thiess Pty Limited

LIMITED SPONSORSHIP & EXHIBITION OPPORTUNITIES If you want to position your company’s solutions and expertise in front of the most senior decision makers in the mining sector, then call us on +44 (0) 20 7368 9479 to discuss a package tailored to your business goals. Based on the needs of the delegate audience, Contract Risk Management for Mining is accepting limited sponsorship. There are a number of creative ways to profile your company at this unique event, including lunches and drinks receptions. Call us today to reserve the best package at Contract Risk Management for Mining The earlier you contact us, the greater the branding and promotional opportunities available. Gain maximum ROI from your marketing spend by building this event into your plans now and ensure you will be engaging in new business 2007. Call sponsorship on +44 (0)20 7368 9479 or email [email protected] to discuss your requirements.

12:55 Networking Lunch *Subject to corporate approval

13:00 – 16:30 PRE - CONFERENCE WORKSHOP: 29 January 2007

includes lunch

Mining agreements - best practice in contract drafting This workshop will include a discussion of practical tips and suggestions for preparation of agreements typically utilised in the mining industry, with an emphasis on structure, organization, standard and special provisions, and current developments in both the law and technology applicable to drafting. • Insurance, warranties & indemnities • Key provisions required • Excluding & limiting liabilities

• Language requirements • Termination – knowing your rights & the possible consequences Samples of key provisions commonly used in mining agreements will be covered and discussion among the delegates will follow. Delegates are encouraged to provide examples of practices and techniques that are important to their practice. Workshop led by Partner, Norton Rose



A d d re s s

Contracting – Using different models of contracting contracts abroad

+44 (0)20 7368 9300 Freephone: 0800 652 2363



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12:10 Reduce

disputes by getting to grips with your dispute resolution options

dayTWO

■ ■ ■ ■ ■

The various dispute resolution options available to you Case examples that highlight these options What key clauses are crucial to your contract? What are the major consequences? What is the best way to manage the situation Ellis Baker, Partner, White & Case (Europe) LLP

31 January 2007 8:30 Registration and coffee 9:00 Chairman’s welcome James Bremen, White & Case (Europe) LLP

12:55 Networking Lunch

Project management as an instrument for contract management 9:15

Of course, a good contract is necessary and it is essential for schedule and scope definition, insurance, and safety issues, but it can never run your entire project. Modern risk management requires a corporate mindset and is not just a piece of paper that gets your work done. ■ Risk management: Factors you need to consider in order to manage risks ■ What are other avenues to motivate parties? ■ How can the involvement of top level executives in steering committees expedite “in-house” dispute resolution? David Kyte, Vice President, Hill International 10:00 Avoiding complexities – exploring the use of force majeure

■ What are the essential elements of such a force majeure provision? ■ How do they relate to other provisions of the contract, such as the obligation to supply and the consequences of failure to supply?

■ How does the governing law affect it? ■ Assess recent trends in such provisions, such as

– When should a party be excused from performance? – What limitations should be imposed on specific events? – What happens if a party is excused? – What counter-measures can the other party take? Pierre Chenard, Vice President and General Counsel, Operation, Alcan Inc 10:45 Coffee and networking break 11:25 Minimising risk through effective contract negotiations

■ How to address your requirements on indemnities and liabilities prenegotiation Understand your business risks beforehand Ensure the parties are only exposed to risks they agree There is no such thing as the perfect clause Everything has a price and how you can prevent from being a battle casualty yourself ■ How you can effectively take on risks practically ■ The ability of you to take, avoid or assign risks, as circumstances require Mark Fraser, Managing Consultant, CRU Strategies

■ ■ ■ ■

14:00 Using FIDIC in mining projects to manage risk The talk would explore the use of FIDIC Silver lump sum design and build contracts in mining projects. ■ Lump sum versus epcm/alliancing contracts ■ Bespoke versus standard form ■ FIDIC Silver as a contract ■ Owner concerns ■ Contractor concerns ■ Bankability concerns Jonathan Brufal, Partner, Infrastructure Finance, Norton Rose & Member of the Society of Construction Law 14:45 The termination clause: checklists and drafting tips to reduce uncertainty Whether the owner’s decision to exercise the extreme remedy of termination will prevent project failure or ensure it depends on the owner’s thorough consideration of the business and logistic issues that will confront the owner following termination of the contractor. ■ An objective identifying business risks and factors that can help the party make the right decision regarding termination. ■ Numerous termination clause drafting tips to reduce the uncertainty of the termination process ■ How to shield the parties from significant costs Keira Brennan, Partner, Clayton Utz 15:30 Coffee and networking break 16:10 Financing the mining contract - key considerations for success

■ ■ ■ ■ ■

Mitigating the risk associated with financing The importance of a sound business plan Calculating the cost of capital and return on investment Making your project attractive to investors Managing capital and meeting debt responsibilities Senior Advisor, MIGA ROUND TABLE SESSION 16:55 Managing your

contract throughout its lifetime – you signed it, how do you maintain it? Managing the technical risks in your mining project ■ How to identify, manage and mitigate the technical risks ■ What are the major technical risks? ■ Strategically dealing with the risks Facilitated by: Dennis Buchanan, Department of Earth Science & Engineering, Imperial College 17:40 Close of conference

Supporting Association The Institute of Materials, Minerals and Mining exists to promote and develop all aspects of materials science and engineering, geology, mining and associated technologies, mineral and petroleum engineering and extraction metallurgy. It is the professional body for the international materials, minerals and mining community, providing information and library services, conferences, workshops, publications, and various educational resources. The Institute of Materials, Minerals and Mining, 1 Carlton House Terrace, London SW1Y 5DB. Tel: 020 7451 7300. Fax: 020 7839 1702. Email: [email protected], Website: www.iom3.org

Media Partners BaseMetals.com is quickly gaining momentum amongst market professionals, miners, refiners and industrial clients who use it routinely as a rapid source of non-ferrous market information. Although offering plenty of free-to-view information, Premium Subscribers to BaseMetals.com receive a far richer experience with real-time LME and COMEX streaming prices, exclusive access to research from the leading metals analysts, commentary from our in-house editorial team plus state-of-the-art technical analysis charting tools - all of which puts the user right on the pulse of the market; it is now said to be the only full-service provider of exchange data, reports and other market information available through a browserÖ a dealing room experience but with all of the mobility and flexibility that a browser permits. TheBullionDesk.com was originally formed by three metals traders in October 1999 with the initial aim of being the ìdefinitive online resource for live precious metals information and servicesî. This portal for the precious metals trading community has grown in usage and reputation and is now regarded by many in the dealing community as one of the single most important sources of bullion market information. TheBullionDesk.com provides one of the worldís largest single online sources of metals market news, real-time spot and futures market prices, state-of-the-art charting tools and research, both from the leading bullion banks - plus in-house market analysis created by its own researchers. MiningNews.net is the world's fastest-growing source of daily global mining news. Compiled by a team of award-winning journalists, MiningNews.net covers corporate, market commodity and technical mining developments and provides comprehensive

mining industry news to miners, suppliers, industry investors and others. Email newsletters and daily online news will keep you up to date with development across all sectors of the industry. For a free trial go to www.MiningNews.net Mining-technology is used daily as a means of creating partnerships and as a point of reference by professionals within the mining industry. This comprehensive resource supplies the latest news releases, detailed information on industry projects, white papers, event listings and a thorough breakdown of products and services. Visit www.mining-techology.com today. BNamericas is a bilingual news service that covers the most important original stories in 11 different business sectors throughout Latin America and the Caribbean. We have over 50 journalists and researchers located throughout the region to bring you the most important news affecting Latin America's principal emerging economies every business day. NewsBase has delivered timely and accurate business and economic news, analysis and intelligence from emerging markets since 1995. NewsBase customers include investment banks, consultancies, government agencies, law firms, accountancies, academics and economists. NewsBase's weekly reports provide commentary and news on a number of areas including Africa, Asia, Latin America, the Middle East and the former Soviet Union. Because you need to know what's going on. And why. Visit www.newsbase.com or email [email protected]



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Contract Risk Management for Mining Thistle Kensington Palace, London, United Kingdom Two day conference: 30 - 31 January 2007 • Pre-conference workshop: 29 January 2007

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