Trade & Competitiveness

Public Disclosure Authorized In Practice

october 2017 No. 2 Achieving Full and Effective Corporatizationof Port Authorities Reform Models from Global Experience

Most countries are reluctant to entirely privatize their port authorities, making port corporatization the model of choice. Today, the most commonly

Public Disclosure Authorized pursued route for port governance reform embraces the concept of an Periklis Saragiotis autonomous, government-owned port authority with terminal operations Peter de Langen under private companies. Many countries fall short of fully effective Periklis Saragiotis (psaragiotis corporatization of their port authorities, however, because they retain some @worldbank.org) is a Private Sector Specialist working for administrative and decision-making mechanisms under government control. the Trade & Competitiveness This note outlines the challenges countries face when seeking to corporatize Global Practice of the World Bank Group. He is the technical their ports, summarizes the benefits of such reforms, and suggests key steps lead of port efficiency and of logistics lending and advisory in establishing an effectively corporatized port authority. projects, and he contributes to global research and analysis in Corporatization of port authorities is a critical around the world operate as autonomous these areas. reform step for improving port governance corporate entities. Many, such as those in and efficiency. Transition of port authorities the Netherlands and Singapore, are state- Dr. Peter de Langen (peter@ Public Disclosure Authorized from public sector entities to state-owned owned enterprises, while airport companies pl-advisory.com) is the owner port enterprises has proven to reduce risks of in a substantial number of countries, and principal consultant of politically motivated investments, promote including Australia, Germany, Spain, and the Ports and Logistics Advisory maximum utilization of existing port assets United Kingdom have been fully or partially and codirector of the knowl- (both land and basins), and facilitate the privatized. This “enterprise model,” whether edge dissemination platform www.porteconomics.eu. He is development of new port infrastructure government or privately owned, has been currently a visiting professor at (berths, quays, and landside access) based proven to enhance airport efficiency (Liebert Copenhagen Business School on commercially sound criteria. This note and Niemeier 2013). This note argues that and has worked at the Port of builds in two ways on the concept of port the ports industry will likely achieve the Rotterdam Authority. corporatization as described in the World same benefits if corporatization is done Bank Port Reform Toolkit (World Bank 2017): effectively. The authors gratefully acknowl- first, by addressing the need for a “shareholder edge insights and comments from Jose Guilherme Reis, policy” to provide direction to the corporatized Key Features of Corporatized William John Gain, Charles port authority, and second, by offering Port Authorities Kunaka, Ninan Oommen Biju, detailed recommendations on the governance and Wolfgang Fengler. structure of the corporatized entity. The corporatization of port authorities is less Public Disclosure Authorized advanced than that of the broadly similar The airport industry, in many ways airport industry. The majority of countries comparable to the port industry, has worldwide still manage their port authorities already undertaken similar reforms. under public administration. Managerial and The large majority of airport companies investment development decisions are thus

Trade & competitiveness in practice | 1 less likely to be aligned with market needs. Corporatized ports sign leases and Under the best-practice corporatized model, concession contracts with operating port authorities remain government owned companies that may include clauses but operate under commercial terms and for minimum performance levels. The aim at value creation for port customers port authority treats concessionaire(s) and stakeholders. Successfully corporatized as customer(s), since they often share a port authorities share the following strong interest in attracting more cargoes characteristics: to the port.

•• Self-sustained financially. Effectively Under the corporatized model, port authorities corporatized port authorities derive maintain a clear, strong commercial revenues from charges to ship operators focus, while at the same time, the national (port dues) and concessions or land lease governments, which remain the ports’ owners, agreements and have commercial freedom act to secure the public interest through a in setting prices, though potentially subject combination of regulatory measures and to competition regulation. The corporatized shareholder policies. model also allows access to capital markets, as in the case of the port of Ports can attain varying degrees of market Singapore, de facto reducing dependence power based on differences in maritime on state funding for investments. access, hinterland connections, transport Corporatization does not imply a focus on infrastructure, and the structure of the labor profit maximization (see Van der Lugt, De market. Governments recognize the imperfect Langen, and Hagdorn 2015). nature of inter-port competition and thus aim Box 1: Provision of to secure fair and transparent competition among ports as a central regulatory objective. Terminal Services •• Committed to port development based on business needs. Corporatized port Ideally, a corporatized port authority is subject Under the Singaporean authorities have mandates to invest in port to competition laws similar to those applicable Corporatized Model infrastructure (berths, quays, terminals, to airport companies. This can become the Corporatization leads to a com- value-added services, and so on) based on responsibility either of a cross-industry mercial choice regarding the commercial logic. This does not preclude competition authority, as in the Netherlands business model to employ. Most these companies from seeking funding and the United Kingdom, or of a specific ports corporatized (or fully private) for such infrastructure from the national regulator, as in Greece and South Africa. port companies provide some government or from international financial activities in-house and some organizations (such as the European Bank through third parties (using the Corporatization Benefits landlord model). for Reconstruction and Development or the International Finance Corporation). Core benefits of the corporatized port, as compared to ports run by public authorities, The two corporatized port In Belgium and Germany, for instance, companies in Singapore are port infrastructure investment is partially derive from its stronger market orientation. interesting in this respect. funded by government. These benefits, highlighted in Figure 1, include: PSA Singapore has gradually shifted from in-house provision •• Operated broadly under the landlord •• Demand-driven infrastructure of terminal services toward model. The core role of the landlord port investments. Corporatized ports operate partnerships with shipping lines, is to develop a cluster of interlinked as effective and viable businesses. As such as its joint venture with companies in the port area. Corporatized such, they can efficiently assess and CMA-CGM. port authorities generally acknowledge implement sustainable infrastructure upgrades and expansion projects. In The other port company, JTC or that they cannot effectively provide Jurong Port, is a subsidiary of all required port services in-house and addition, the corporation’s improved levels an industrial estate developer therefore choose to operate under the of financial credibility increase the port’s with a landlord business model, landlord model (Box 1). These authorities attractiveness to private investors. but JTC provides most terminal make the commercial decision to outsource Demand-driven investment used in services in-house. It also oper- (some) port operations to private sector ates in joint ventures, however, corporatized ports contrasts with the companies and to focus their own efforts such as that with Oiltanking frequently supply-driven impetus behind on port development investments that Singapore. government-funded port expansion projects, strengthen the entire port complex and which consequently can remain underutilized Source: PSA 2016 and JTC 2016. thus increase its land value. for long periods. This is borne out by a •• Empowered to negotiate and sign long- recent European Court of Auditors report term leases or concession contracts. on the impact of European Union–funded

2 | Trade & competitiveness in practice port expansion projects (European Court of the same risks experienced by all state-owned Auditors 2016). enterprises. The most important of these is Figure 1: CORE continued political control, which often results BENEFITS OF THE •• Revenue maximization from available in calls for favors for politically connected CORPORATIZED PORT assets. Given adequate skills, a interest groups and a soft budget constraint. MODEL corporatized port authority can effectively and innovatively exploit the port’s land An appropriate mitigation mechanism should and maritime assets to create value for its therefore be developed to alleviate the impact Dmnd-Drivn clients and for port users while capturing of potential political influence. First and Infrstructur that value through efficient pricing. Ports foremost, the port authority company should Invstmnts under public administration rarely achieve be established not under a special legislative act this balance. but as a company falling under the provisions of the existing corporate legal and regulatory Rvnu Mximi tion •• Market-driven pricing. Corporatized port framework. This guarantees the independence from Avilbl Assts authorities can adjust pricing to market and autonomy of its executive board. conditions, such as by using price discounts to attract new customers. Although pricing Another challenge lies in the state’s need is subject to competition regulation based to balance the port company’s commercial on the (inter)national corporate legal and interests with the interests of the public. The Mrkt-Drivn Pricin regulatory framework, scope remains for government, as the key shareholder, plays application of commercial pricing principles an important role in defining and achieving by corporatized port authorities. the socioeconomic policy goals underlying its ownership of the port authority. Rtionli tion nd •• Rationalization and improved control of Improvd Control of operating costs. In contrast to practices The most appropriate instrument to achieve Oprtin Costs under traditional public sector port this balance, as clearly argued in the authorities, which may face only “soft Organisation for Economic Co-operation budget constraints” and hence lack real and Development guidelines on state-owned incentives to reduce operating costs, enterprises, is a formal shareholder policy corporatized entities feel pressure from (OECD 2015). This policy should explicitly their independent and professional state the goals for the port enterprise and supervisory boards to tightly control should signal a strong preference for an operating costs. independent, nonpolitical supervisory board. Table 1 summarizes some key issues to consider in developing a shareholder policy Corporatization Reform (see De Langen and Saragiotis 2017 for more information on these and other issues). Once Challenges developed and adopted, the shareholder policy Best-practice corporatized port authorities should, in principle, remain intact, regardless of are still government owned, and they thus face government changes.

TABLE 1: ISSUES TO BE ADDRESSED IN A SHAREHOLDER POLICY FOR A CORPORATIZED PORT AUTHORITY

Issue Possible Items to Include in a Shareholder Policy

Port development from a social value perspective Commitment to development of the “home port,” with attention to the societal value created by port development.

Make investments with positive externalities Commitment to investments with positive externalities, more specifically innovation, education, and data exchange.

Decision making where negative externalities are Commitment to limit negative externalities, especially emissions, noise, and stench. relevant

Land use planning and transfer Cooperative approach to changing land use to urban functions (relevant mostly in ports located in cities).

Source: Based on De Langen and Saragiotis 2017.

Trade & competitiveness in practice | 3 The shareholder policy addresses complex Full and effective corporatization is often issues and thus reinforces the argument achieved on paper but not in practice. favoring state port ownership: most of the Seemingly small issues, for example, issues, especially for ports in metropolitan the responsibility for appointing the areas, cannot be effectively settled through CEO, may have serious consequences on regulation or contracts. Partnerships corporate governance and subsequently between the port authority and the various on organizational performance. In another public stakeholders are required to address example, when politicians decide on port challenges such as traffic management, managers’ career advancement using any sustainability, and innovation. standard other than performance criteria, managers will lack incentive to focus on International experience shows, however, improving company performance and will that governments, rather than developing instead align with and favor interest groups, explicit long-term shareholder policies and such as employees or important port users establishing autonomous supervisory boards, (Vickers and Yarrow 1991). Following often develop control mechanisms that reduce the port company’s independence and thereby Another imbalance arises if independent corporatization the effectiveness of its corporate governance. supervisory board members are selected based Commonly used but counterproductive control on personal relations with political decision at the Port of mechanisms include: makers rather than on their qualifications. This will directly affect the way the board fulfills its Rotterdam, net •• Supervisory board members are chosen monitoring role. The case of the Port Authority based on their political or administrative of New York and New Jersey (PANYNJ) profit tripled function (such as the mayor of the port provides insight into this pattern. The governor between 2003 city or the minister of transport), rather of each state appoints six members to the than for their achievements as independent Board of Commissioners, a nonpaid function, and 2011. professionals with irrefutable experience but the governors retain the right to veto and expertise. actions by their states’ commissioners. Board members thus lack full autonomy. In the case • The government selects and appoints the • of PANYNJ, the board virtually always votes in port authority CEO. In contrast, the most “blocks,” with the six commissioners appointed effective leadership results when the CEO by the New York or the New Jersey governor is selected by the supervisory board and voting together. formally appointed by the shareholder, following the supervisory board’s proposal. Global Reform Experiences • The government develops detailed pricing • Several countries around the world have regulations or needs to formally approve taken steps toward corporatization. In Europe, pricing decisions made by the port these efforts are in line with European Sea authority. A more effective model allows Ports Organisation’s 2012 Manifesto on the the port authority to make autonomous Renaissance of Port Management and Policy, pricing decisions, with checks and balances Brussels (ESPO 2012), stating that “Port through competition law or an independent authorities essentially must become dynamic port regulator. port developers, and policy makers need to give them the necessary means and tools to •• The government establishes a tight regulatory framework, requires the authority perform this role.” to obtain government approval, or even takes The nature and scope of reforms vary across a direct role in negotiating concessions and countries, yet the common denominator remains land lease agreements with tenants. the level of autonomy allotted to the corporatized port authority. Examples include France, which •• Port expansion projects are undertaken through government-led initiatives or with increased the autonomy of the landlord port a strong directive role for the government. authority and stipulated the composition of the supervisory council; Germany, where the Such control mechanisms have direct negative Hamburg Port Authority was corporatized and a impact on the corporatized port’s operational government-owned company was established to efficiency. develop the new Jade Weser port; Portugal, which

4 | Trade & competitiveness in practice corporatized port authorities and introduced TABLE 2: POST-CORPORATIZATION PERFORMANCE AT THE PORT OF a “three-tiered structure” of regulators, port ROTTERDAM authorities, and port operators; and Slovenia, which corporatized the Koper Port Authority. Variable 1997 2003 2005 2011 Most reform processes are not well documented, Total revenue (millions) €453 €457 €486 €588 let alone evaluated, but the discussion below highlights key elements from the relatively Port dues (millions) €246 €228 €253 €291 well-examined corporatization processes used in the Netherlands, Australia, New Zealand, and Land rents (millions) €153 €197 €203 €267 Indonesia. Employees 1,165 1,304 1,268 1,220 Port of Rotterdam, The Netherlands Until 2004, Port of Rotterdam Authority Turnover per employee €389 €350 €383 €482 (millions) (PoR) was a municipal department, with separate financial accounts and substantial Operating costs (millions) €210 €238 €245 €226 autonomy but embedded in the local public administration. In 2004, PoR was corporatized EBITDA (millions) €242 €219 €241 €362 with two shareholders: the municipality of Rotterdam, with around 70 percent of the Net profit (millions) €62 €64 €81 €195 shares, and the Netherlandic state, with the Profit per employee (millions) €53 €49 €64 €160 remainder of the shares. Investments (millions) €167 €127 €149 €494 An independent supervisory board monitors the board of directors, along with a CEO, Source: Based on De Langen and Heij 2014. COO, and CFO. PoR is subject to Netherlandic competition law. Table 2 shows some they were then corporatized (accompanied, key figures demonstrating performance in some cases, by a transition to a landlord improvements following corporatization (De administrative model); and finally, in the third Langen and Heij 2014). Data on a number stage, they were fully privatized. In 2001, of indicators show that the corporatization South Australia’s ports were sold; in 2010, the of the Port of Rotterdam led to significant Queensland government sold the corporatized performance improvements. Port of Brisbane; in 2013, the New South Wales government sold Port Botany and The most significant changes were improved Port Kembla; and, also in 2013, the state of operating cost controls and increased Victoria sold the corporatized port company in revenues, which grew following corporatization Melbourne. even without major increases in port dues. As a result of both factors, net profit tripled Currently, most of Australia’s large ports (such between 2003 and 2011. as Melbourne and Sydney) are run by private port companies based on a “master” lease Following this corporatization experience, the agreement. The private port companies have Netherlands’ four other large ports (Groningen lease agreements with third-party operators. Seaports, Zeeland Seaports, Amsterdam, and Moerdijk) were also corporatized. Australia opted for corporatization, as FIGURE 2: AUSTRALIA’S opposed to instant privatization, to retain PORT REFORM PROGRAM Australia some government control over the port Privtition Due to Australia’s federal structure, ports authorities’ functions. The rationale for underwent a wide variety of reform steps, corporatization was to improve the ports’ and several governance models were adopted. efficiency and increase their financial Currently, most port companies, especially performance in preparation for full the larger ones, are privately owned and privatization. In line with this approach, the Corportition operate as landlords. Australian government regards regulations as the best mechanism to ensure competition In general, port reform proceeded in three and protect public interests (Reveley and stages (Figure 2). In the first stage, port Tull 2008). In Victoria, for example, the authorities embedded in the public sector were Essential Services Commission monitors first commercialized; in the second stage, Commrcilition

Trade & competitiveness in practice | 5 abuse of market power and ensures free and Recently, the New Zealand Productivity transparent market entry processes. Commission suggested that “councils should consider landlord port models in Subsequent port reforms reduced but did order to maintain control over port land use not entirely eliminate mechanisms allowing while benefiting from the efficiency gains political interference. The most important from private port operations.” The national instruments for political control of Australia’s government let local authorities and port corporatized ports were government directions companies choose whether to adopt the to the port corporation’s board of directors landlord model, a decision it felt “should (Pettitt 2014). In Victoria, even after the 2010 be based on the specific circumstances of reforms the state treasurer retained the right each port. For instance, for small ports the to issue directions to the corporatized port’s costs of structural separation and ongoing board. Although it does not occur frequently, coordination costs may outweigh any this mechanism may account for ministers’ efficiency benefits gained” (New Zealand occasional informal directions to port boards 2012). This approach reinforces the argument (Pettitt 2014). for treating the choice between in-house or third-party operation of terminals as what it An increasing number of the corporatized is: a business model choice. Concern remains, ports have been sold, based on a 99-year however, that regional council ownership may leasehold, leading to foreign ownership of the impede the consolidation likely to occur under port companies. This full privatization has private sector ownership (as happened in drawn some criticism (see Chen, Pateman, the United Kingdom, where port companies and Sakalayen 2016), for two main reasons. are fully private). The merger talks that have Box 2: Local Councils First, substantial price increases followed taken place between New Zealand’s ports as Port Shareholders: privatization, due to imperfect price regulation have not been successful, partly because local and monitoring (ACCC 2015). Second, Port of Auckland councils tend to focus on the ports’ regional clauses included in the port companies’ sales The shares of the largest port in economic impact. New Zealand, Port of Auckland documents limited competition between ports, (PoA), are held by Auckland for instance by merging competing ports or Indonesia Council Investments Limited by preventing the port company’s new owner Indonesia provides a good example of a (ACIL), a council-controlled or- from developing new (container) terminals. ganization of Auckland Council. country where various important port reform New Zealand steps have been made but full and effective The purpose of ACIL is to bring corporatization has not yet been achieved. The New Zealand port sector was restructured a strong commercial focus The government-run ports were corporatized under the Port Companies Act 1988, which and efficient structure to the in 1992 under the service port business model; corporatized the public harbor boards and ownership and management of that is, they provided terminal services in- transformed them into limited liability the council’s investments. Under house. The corporatized entities (widely known its statement of intent, ACIL is companies. Most of these new entities were as Pelindo 1, 2, 3, and 4) also had regulatory accountable to the Auckland majority owned by local regional councils. As powers until 2008, when port authorities with Council and reports quarterly in Australia, corporatization was regarded as to the council on its progress a regulatory role were introduced. This choice a reform step toward achieving the ultimate in achieving its objectives. ACIL resembles the evolution in Singapore, noted goal of privatization (Duncan and Bollard pays dividends to Auckland in Box 1, and contrasts with that of most 1992). More than 25 years later, however, Council, striving for a dividend other countries, where corporatized port full privatization is remote; most regional from PoA of 80 percent of profit. authorities transitioned toward the landlord councils, as majority shareholders, have business model. The parent holding company purchased all outstanding shares and delisted structure strongly reduces the port companies. Despite implementation of reforms, the political “control mechanisms.” full transition of Indonesia’s ports toward While ultimately the regional Mainly because New Zealand ports are limited a government-owned, commercially council sets long-term goals, the in size (New Zealand has 13 ports with a holding company acts as share- driven port structure requires additional total volume of around 70 million tons), they holder and exercises shareholder action. Currently, various mechanisms for are configured as operating ports providing rights. government control remain and hamper the in-house terminal handling services. In some transition toward a commercially driven Source: ACIL 2017. cases, the local councils have organized port. Some remaining control tools burden their role as shareholders through a holding the Pelindos’ transition into autonomous, company, as in the case of Auckland (Box 2). commercial port companies (Box 3).

6 | Trade & competitiveness in practice Given their limited terminal operating skills, 3. Install a merit-based and independent the Pelindos often seek build, operate, and supervisory board. Installing a fully transfer contracts with foreign partners independent board focused solely on Box 3: Remaining having additional capital and expertise in port transitioning the port authority toward Mechanisms of development. The Pelindos’ limited capabilities a professional port company represents Government Control in regarding integrated port development an important improvement in corporate Indonesia strategies and pricing policies, as well as their governance. The supervisory board also inexperience in structuring and negotiating serves as the appropriate entity to select 1. The CEOs of the four port companies are directly ap- public-private partnership agreements, limit the board of directors, with approval from pointed by the minister, which the effectiveness of this model. the shareholder (the government). increases likelihood that CEO appointments will be politi- 4. Ensure that the port authority is cally determined. The Reform Process autonomous regarding concession The reform process for effectively granting, land leases, and procurement 2. Port companies in Indonesia corporatizing a port authority is relatively decisions. A port authority cannot have boards of commission- straightforward (Figure 3). The core challenge operate as a professional port corporation ers, but the vast majority of is to secure clear strategic direction, without responsibility for concessions, board members are politically connected civil servants with- autonomy, and effective governance. Key because this is a key instrument for out extensive private sector reform steps vary by country. port development and for engaging with experience. This hampers the customers (the terminal operators). effectiveness of the boards’ Explanations of these steps below represent Likewise, some regulation of procurement supervisory role. a stylized, standardized reform process for is sensible as long as the regulations policy makers, building on lessons learned ensure fast, transparent, and fiscally 3. Pricing decisions require from global experience. sound procurement and allow the port consultation with asso- authority to optimize investments in port ciations of port users and approval from the Ministry of 1. Transform the port authority into a infrastructure through a wide range of Transport (rather than from corporate entity, subject to private public-private partnership contracts. corporate law as opposed to the public an independent regulator, based on competition law, as laws applicable to government entities. 5. Grant the port freedom to negotiate advocated in this note). Many countries that have not yet fully tariffs with its customers, given that and effectively corporatized, such as negotiating concessions is a commercial 4. Port company funding Belgium, Indonesia, Spain, and Tanzania, activity. Increased commercial autonomy depends partially on the have already taken this step. should be accompanied by well-developed Ministry of Transport. mechanisms to ensure that competition 2. Develop a shareholder policy to provide law applies to the port authority. strategic direction to the port enterprises that addresses at least the following key points (as previously shown in Table 1):

• Port development from a social value perspective

• Investments made with positive externalities Figure 3: Corporatization Reform Process • Decision making where negative externalities are relevant Scur • Land use planning and transfer frdom in Ensur n otitin utonom in A shareholder policy may oblige the port triffs Estblish n rntin company to make periodic master plans, indpndnt concssions which should be approved by both the port Dvlop  suprvisor company and the government. Approval shrholdr bord Convrt port polic of the master plan secures government uthorit into  control over strategic decisions, such corport ntit as those dealing with land use and infrastructure connections.

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