Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project September 2014 Helen Tedla Teshome Finance Consultant E-mail: HelenTTeshome@yahoo.com Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 1 TABLE OF CONTENTS 1. 1.1 1.2 EXECUTIVE SUMMARY……………………….……………………………………..4 Scope of Work Methodology 2 2.1 2.2 2.3 2.4 LEASING REGULATORY AND LEGAL FRAMEWORK..……………………..…6 Leasing Overview Existing Proclamations and Directives Identified Gaps: Regulatory, Legal, and Other Gaps Planned Initiatives 3 3.1 3.2 3.3 LEASING SECTOR INITIATIVES…….……………………………………………..15 Government Initiated Regional Leasing Companies Private Sector Initiated Leasing Companies Outlook for Capital Goods Leasing 4 4.1 4.1.1 4.1.2 4.1.3 POSSIBLE PRIME INTERVENTION AREAS………………………..…………....18 Overview of PRIME Intervention Areas Oromia Afar Somali 5 CONCLUSION………………………………………………………………………....24 Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 2 ABBREVIATIONS AMFI Association of Micro-finance Institutions CBE Commercial Bank of Ethiopia FeMSEDA Federal Micro and Small Enterprises Development Agency GoE Government of Ethiopia GTP Growth and Transformation Plan IFC International Finance Corporation MFI Micro-finance Institution MoFED Ministry of Finance and Economic Development MoT Ministry of Trade NBE The National Bank of Ethiopia OCGFC Oromia Capital Goods Finance Business Share Company PRIME Pastoralist Areas Resilience Improvement through Market Expansion SNNPR Southern Nations, Nationalities and People Region TVETs Technical and Vocational Educational Training Centers USAID United States Agency for International Development Annex Annex 1 Meetings Held: Contact Details Annex 2 Capital Goods Leasing Business Proclamation (No. 103/ 1998) Annex 3 Capital Goods Leasing Business (Amended) Proclamation (No. 807/2013) Annex 4 Minimum Paid up Capital Requirement Directives No. CGFB/01/2013 Annex 5 Requirements for Licensing of Capital Goods Finance Business Directives No.CGFB / 02 / 2013 Annex 6 Registration and Supervision of Capital Goods and Capital Leasing Agreements Council of Ministers Regulation (Regulation 309/2014) Annex 7 A Proclamation of Investment (No. 769/2012) Annex 8 A Proclamation to Amend the Investment Proclamation (No. 849/ 2014) Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 3 1. EXECUTIVE SUMMARY The potential for the development of leasing as an alternative to lending is highin Ethiopia. Access to credit from financial institutions is challenging for many potential borrowers given limited capital and collateral, thus, leasing as an alternative financial product is attractive. There are overall 3 main types of leasing: “operational lease”, finance lease”, and “hire purchase” lease. They generally vary in ownership rights and control of asset rights as well as responsibility for maintenance, damage and insurance. Leasing serves generally all sectors and can be applied for differentsize equipments. The leasing sector is undeveloped; however, increasing concerted effort and commitment are demonstrated bythe National Bank of Ethiopia (NBE) and the government for the development of the leasing sector. This is evidenced by the different actions taken over the last year, and the numerous initiatives that are underway. The regulatory framework for leasing was initially established in 1998, defining the three main types of leases: Operating, finance, and hire-purchase. But there was no leasing operation in the country other than few microfinance institutions conducting micro-leasing usually limited to small equipments to informal businesses. Various proclamations and directives necessary for the leasing sector have either been issued or are planned to be issued. In 2013, a proclamation and directives were issued that covered key elements of leasing operations – licensing and capital requirements. However, these directives by themselves were not adequate to provide the necessary framework and serve as guidance to leasing companies nor were they adequate for supervising and regulating the sector by NBE. In mid-2014 NBE signed an agreement with the IFC for assistance in the development of Ethiopia’s leasing sector. IFC’s support to NBE focuses on improving the regulatory framework, which includes the development of various directives required to have a robust leasing sector, the development of operational manual (for NBE and leasing companies), and supervisory manual (for NBE). As part of the support to NBE, IFC identified the key gaps that exist in the leasing sector, and has planned some activities to close or minimize these gaps. Among the key gaps to be addressed are lack of capacity to supervise and regulate the leasing sector by NBE, and the lack of know-how in leasing at the leasing companies that have been recently formed by government support. Other legal and regulatory gaps identified (i.e., taxation, investment, accounting etc.) are being referred to the appropriate government agencies by NBE. A number of other gaps are discussed in this report including, lack of appropriate management information systems (MIS), lack of funding, and lack of leasing awareness by the players in the leasing ecosystem that includes the potential lessor, lessee, and the supplier. Five government initiated regional leasing companies have been established to begin leasing operations for the first time in Ethiopia. Driven by its commitment to meet the targets for industrial manufacturing sector, which includes agro-processing sub-sector, the GoE mandated the 5 largest regional administrations to co- invest in a leasing company with the largest MFIs in their respective regions. The 5MFI-affiliated and government supported leasing companies have received their licenses, and are setting up their operations with various Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 4 capacity building workshops and trainings being provided through NBE and others.Among the PRIME project regions, only OROMIA is served by one of these leasing companies, that is, Oromia Capital Goods Finance Business Share Company (OCGFC). More recently, there has been an increasing interest from the private sector to establish leasing companies. This was revealed in most discussionsconducted during this study. Evidently, growing number of inquiries are coming to NBE from both domestic and foreign investors pertaining to establishing a leasing company. There are two groups of investors who may be considered to be serious potential investors. At least one group or both may involve foreign co-investors. While the financial sector is closed for foreign investment, the leasing sector has opened recently through a Proclamation to Amend the Investment Proclamation (No. 849/2014). Specific legislation concerning foreign investment in leasing is being drafted by the legislation, and isexpected to be enacted soon. Both groups of investors are looking for more clarity in this area as well as in taxation and accounting. Further, these groups of potential investors are subscribing demand-driven leasing business model, unlike the five MFI-affiliated leasing companies whose focus is primarily the industrial manufacturing sector. In the context of the current regulatory framework, there are possible options for Mercy Corps’ intervention to support the development of leasing in the PRIME operation areas. In all the PRIME project regions – Oromia, Afar and Somali, access to credit is limited with somewhat better in Somali. As pastoralists are becoming more settled access to credit, both loans and lease/Ijarah (equivalent to finance lease under the Islamic finance), become more critical. Leasing in particular would be more attractive since it does not tie-up capital and it is overall cost effective for the potential lessee. Based on the current regulatory framework, the institutional options are limited through which PRIME may support the development of leasing or Ijarah in the PRIME regions.PRIME could establish partnerships with: OCFGC, one of the five MFI-affiliated new regional leasing companies, in Oromia; Afar MFI, in Afar; and, Somali MFI and Rays MFI in Somalia. In addition, the private leasing companies that are still at early stages of formation may be potential institutions for Mercy Corp’s partnership for the development of leasing in the PRIME project regions. As mentioned above, these private leasing companies are waiting for a pending legislationon further clarity on foreign investors’ participation in the leasing sector and on other issues (e.g., taxation). Thus, it is recommended that Mercy Corps closely monitor the development of private leasing companies. PRIME could also consider facilitating the formation of a leasing company, including the involvement of a foreign co-investor (e.g., private equity firm) in the PRIME project regions. Based on the current regulatory framework, it isnot an option for PRIME to assist the development of leasing or Ijarah contract activity through a commercial bank. Presently, commercial banks can not engage in leasing activity, but may invest up to 20% of their capital in a leasing company. In line with NBE’slicensing requirements, a leasing company has to be a “stand alone” entity, formed as a share company in accordance with Ethiopia’s commercial code (i.e. requiring at least 7 investors). Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 5 In partnership with institutions above-mentioned, PRIME could provide supportin addressing and closing the leasing sector gaps that currently exist in the PRIME project areas. This would entail the development and support of the leasing eco-system as a whole, to include the “lessor” (the leasing company), the potential “lessees” and the “suppliers”, with the aim to create leasing awareness in the community, identify the demand and supply for leasable assets, and build leasing expertise at the leasing companies. Once leasing operating manual is developed by NBE, it would be necessary to tailor the manual to local context. Technical-on site support, including appropriate MIS development, directly to the institutions would be crucial. Also critical, would be the availability of funding for leasing operations, which Mercy Corps could consider to support in facilitating funds from other sources (e.g., private equity). Finally, as the PRIME project has already established partnerships with private sector enterprises (e.g., Addis Kidan) and has done much work in the dairy value chain, it would make sense to consider strengthening this value chain through introducing leasing. It is also evident that milk production is important in all the PRIME regions. Further, Mercy Corps could explore forming partnerships with select multi-purpose cooperatives in the PRIME project areas for the purpose of creating lease awareness among potential lessees. 1.1 Scope of Work Scope of work was mainly based on terms of reference; however, analysis was extended to include the wider regulatory and legal framework for leasing such as investment, taxation and accounting policy, as well as the general business environment. To make appropriate recommendations of possible intervention areas for the PRIME project, it was also necessary to synthesis current trend and development in the leasing sector given that the sector is rapidly changing. 1.2 Methodology In preparing this analysis, a desk review was conducted of proclamations and directives pertinent to leasing and investments, as well as studies relevant to leasing sector development in Ethiopia. In addition interviews and phone discussions were held with a number of wide variety of stakeholders (NBE, IFC, leasing companies and others), and key staff members of the PRIME project (for details, see Appendix 1). Options of possible intervention areas for the PRIME project are considered in the context of the existing legal and regulatory framework; however, in-depth analysis and design of the possibilities were outside the scope of this analysis. 2 LEASING REGULATORY AND LEGAL FRAMEWORK Ethiopia’s leasing sector is at an infant stage, currently characterized by inadequate regulatory and legal framework and little know-how of leasing operation by potential key players and byNBE, the regulator. To-date,renting of equipments is more common, typically in the construction sector. Leasing was limited to a few larger microfinance institutions that leased for example, small irrigation equipments and beehives, typically to farmers, with co-operatives coLeasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 6 signing. The slow development of the leasing sector to-date may be due to the uncertainty and lack of clarity surrounding permissible leasing modalities and the authority that mandates the activity in general. Leasing sector is recently experiencing positive developments. There is a growing interest by the government and NBE, as well as by private sector players, to integrate leasing as a crucial instrument to address the gap in access to finance and meet economic growth targets. An enabling environment for leasing typically requires appropriate laws and regulations, in terms of taxation, operation and ownership, as well as demand and supply of leasable assets, leasing operation knowledge by leasing companies, suppliers and potential lessees. The present state of Ethiopia’s leasing regulatory framework is not adequate. The sector is provided with two directives issued recently by NBE, following the issuance of an amended proclamation on leasing. These directives addressminimum capital requirements and licensing requirements, respectively. In addition,Asset Registration policy for leasable assets has been added recently to support the regulatory framework. More directives and operational guidelines, without being cumbersome and bureaucratic, are required. More guidance, primarily in the form of directives, operational and supervisory manuals arein process of being delivered by NBE, with the support of IFC. Leasing companies are either being formed or in process of formation. Both government and private initiatives are underway, with the former being well ahead. Five regional leasing companies that are MFI-affiliated and supported by the government have been established within the past year. There is also a lot of interest from different private sector groups to establish leasing companies both foreign and domestic. There are taxation, registration and ownership questions among others that remain unanswered. However, NBE is committed to address all key gaps identified to develop a vibrant leasing sector. 2.1 Leasing Overview While one way of accessing equipment needed for production is through purchase the other is through leasing. Typically, in a lease eco-system, there are three key players: a “Lessee”, a “Lessor” and a “Supplier” (refer to Figure 1). In Ethiopia, the focus is to develop enabling and vibrant environment for finance lease, in particular for hire-purchase lease, as this form of leasing leads to final ownership of the asset. The key characteristics of finance lease (including hire-purchase) are as follows: o The LESSEE selects the asset. o The procurement of asset is conducted by the LESSOR and not the LESSEE. o The LESSOR remains the owner of the asset throughout the lease period, while the LESSEE has control over the use of the asset. o The LESSOR is fully secured in the event of destruction or damage. o The LESSEE has the obligation to pay the lease fee. o The LESSEE has the obligation to maintain the asset in line with the lease agreement. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 7 o The lease agreement, among other items is non cancellable.The agreement details,among other things, the actions to be taken in the event there is a default. Figure 1: Leasing Eco-system Supplier Bank ========== ===== Lessor Lessee Lease of Object Lease Payments Negotiate Lease terms 2 There are numerous advantages to leasing (finance and hire-purchase), and the major financial advantages include: From the perspective of the LESSEE: o It is a cost effective instrument that conserves liquidity and does not tie in business capital. o Access to equipment, which would have been out of reach, becomes possible. From the perspective of the LESSOR: o Leasing is a profitable business. Total Lease payments by the end of lease period can cover all costs and profit margin. Thus, in absence of assets that can be collateralized, or cash that have to be given up front, finance lease would be a practical alternative option for small and microenterprises. Under operating lease, the user of the machinery makes payment for a short-term use of the asset. Essentially, operating lease is similar to renting with no ownership rights and control of asset rights transferred to the Lessee. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 8 Finance lease involves long-term leasing contracts. An owner of an asset (the LESSOR) allows another party (the LESSEE) the use of the asset for a predetermined period (lease period) against regular payments (lease payments). At the end of lease period, the LESSEE has Table 1: Main Types of Leasing Operating Lease Finance Lease Hire Purchase Lease Ownership LESSEE does NOT own the equipment; Equipment is returned at the end of rental period. Ownership remains at LESSOR until the end of Lease period, when LESSEE has an option to buy. LESSEE ownership increases through the lease period with eventual ownership; similar to a mortgage system. Payment LESSEE makes regular rental payment; Does not pay the full value of the equipment over the rental period LESSEE makes regular fixed payment over an agreed period, paying nearly the full cost of the asset Plus charges over the period of the lease LESSEE makes payments that increase ownership rights until the payments are complete Service, Repair maintenance , damage, and Insurance Responsibility of LESSOR. Responsibility of LESSEE – all risks usually associated with ownership, although LESSEE does NOT own. Responsibility of LESSEE – all risks usually associated with ownership although LESSEE does NOT own. Key Benefits - Enhanced cash flow with lower payments -Same as operating lease; with option to own at end of lease period. Same as operating lease; Gradual ownership. 1 an option to purchase the asset with some additional payment, or can forfeit the option to purchase and return the asset to the owner. Typically, the LESSEE isresponsible for maintenance and all risks usually associated with ownership without actually owning the asset. Hire-purchase is a variation of finance lease, and one currently promoted in Ethiopia. A LESSEE agrees to pay for an asset in parts or a percentage over a number of months or years towards eventual ownership of the asset. The ownership of the asset remains with the LESSOR until the last payment is made. In effect, hire-purchase is similar to a mortgage system, whereby with each regular payment, the user’s ownership rights increase until the payments are complete (for more details on types of leasing, see Table 1, above). 2.2 Existing Proclamations, Directives and Regulations The regulatory framework for leasing was first established in March1998 by the Capital Goods Leasing Business Proclamation (No. 103/1998). This proclamation was revised by July 2013 proclamation, Capital Goods Leasing Business (Amendment) Proclamation (No. 807/2013) Proclamations Below are the key points of the proclamations (for more details on the proclamations, see Annex2 and 3): The first proclamation defined lease operation and associated terms, provided basic guidelines, with all powers and duties regard to leasing operation assigned to Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 9 Ministry of Trade (MoT). The three types of lease operations: “Finance Lease”, “Operating lease”, and “Hire –purchase” are defined and described by this proclamation. Key lease operation terms are defined, such as “Capital goods”, “Lessee”, and “Lessor”, and features of “Lease Agreements”. In addition, basic guidelines are provided in the event of lease payment defaults, bankruptcy, and damages. Transfer of ownership rights at the end of lease term, and general termination of lease agreement are described in a general manner. Further, the proclamation briefly mentions basic accounting and tax treatment for depreciation allowance for capital goods, and for regular lease payments under the different lease operations. Finally, the proclamations mandated the MoT to license and supervise all equipment leasing businesses. The amended proclamation nearly 15 years later, clearly differentiated and redefined ‘operating lease’, from ‘hire purchase’ and ‘financial lease’. With the new proclamation, operating lease still remains under the mandate of MOT. Amendments were made definitions of “capital goods finance” to include only financial lease and hirepurchase. As a result, the mandate to license and control “financial lease” and “hirepurchase”isassigned to NBE, with risk management and safety and soundness of leasing companies engaged in these types of leasing being viewed from the financial sector perspective. As financial transactions, financial lease and hire purchase lease are likely to be given increasing attention by the NBE. Further, under this proclamation, an enterprise may only be licensed to engage ineither “operating lease”or “finance lease” but not both. The rationale for this provision is not readily apparent. The issue of “double taxation” is addressed in the amended proclamation. Important taxation issue that the amended proclamation addressed is the lease payments made to the lessor under capital goods finance to be exempted from Value Added Tax. Thus, the proclamation eliminates the risk of double taxation, given that the lessor would pay the VAT when purchasing the equipment. There is an assumption that the “supplier” is also the “importer” who is exempted from import duties on capital goods. However, this is not necessarily always the case – The importer could be different than the supplier. If the supplier is not accorded import tax exemption for a leasable asset, the supplier is likely to pass the high price to the lessee, potentially distorting the residual value of the asset. Directives In accordance with the new amended proclamation, the NBE issued two directives in October 2013, cited as “Requirements for Licensing of Capital Goods Finance Business Directives” and “Minimum Paid-up Capital Requirement Directives”. These were the first directives that detailed capital and licensing requirements. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 10 The key highlights of the directives are: o The minimum initial paid-up capital required to obtain a capital goods finance business license is 200 million Birr paid in cash and deposited in a bank in the name of the capital goods finance company under formation. o A finance lease company must be established as a “stand alone” share company as defined under the commercial code of Ethiopia. o Application must be submitted to NBE in line with the requirements. Much of the requirements are consistent with application for bank formation. o To commence operation, a licensed capital goods finance company is expected, among other items, to put in place at a minimum comprehensive policies, procedure manuals, programs and guidelines for main function areas of the business e.g., procurement, human resource management, corporate governance etc. It is also expected to hire and train appropriate staff. The permissibility of foreign national investment in the leasing sector is not addressed. Although these two directives are crucial, the two directives alone do NOT provide adequate regulatory framework for a leasing operation. With no operation manual (for both NBE and leasing companies) on leasing business management and no supervisory manual (for NBE) on how to supervise and regulate leasing companies,it would be unrealistic to expect a leasing sector to be properly functional. The NBE requested support from the IFC with the recognition that much more guidance has to be provided for the development of the leasing sector in Ethiopia. Regulations: In July 2014, an important regulation was issued supporting the leasing regulatory and legal framework -“Registration and Supervision of Capital Goods and Capital Goods Leasing Agreements Council of Ministers Regulation (Regulation 309/2014)”. The major highlights of this regulation are: o o o o Responsibility of registering the capital goods supplied to lessees rests on the leasing company (the lessor). Procedures are outlined to register capital goods including documents required. Registration of capital good is renewed every year. MoT has the overall oversight. This is a fundamental regulation for leasing activity. More regulations are soon expected including one concerning foreign investor participation in leasing. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 11 2.3 Identified Gaps: Regulatory and Other Gaps The present regulatory framework is clearly not adequate for the development of a vibrant leasing sector. One amended proclamation, two directives, and one regulation, discussed above, form the basis of the regulatory framework. There is no operation manual developed for leasing companies, providing guidance on operating a leasing company. Despite the issuance of the first leasing proclamation in 1998, there was no leasing activity other than rudimentary micro-leasing by some MFIs. Further, renting and not leasing of equipment has been a common practice particularly in the construction sector. The leasing environment is now changing. The NBE is committed to create a vibrant leasing sector, with primary focus on the industrial manufacturing sector and micro and small enterprises. NBE is also committed to develop a leasing sector that would includethe private sector as an important player.However, it is unlikely that level playing field will be accorded for all players to compete, given that the government maintains a strong role in the leasing sector at present with its full support of the 5 MFI-owned regional leasing companies that are formed to focus on mandated areas. In mid-2014, NBE signed an agreement with the IFC for assistance in the development of Ethiopia’s leasing sector in a cost sharing arrangement (between NBE and the IFC).Assistance required from IFC is primarily in the areas ofdirectives, operational and supervisory manuals development as well as in various technical capacity building trainings and workshops. A number of important gaps hinder the development of leasing in Ethiopia, and many of these gaps havebeen identified by IFC. Some of these gaps had also been pointed out by potential investors in the past. During discussion for this report, NBE indicated that it will continue to direct to the relevant government authorities those gaps that do not fall under its direct responsibilities. The critical gap is in theregulatory environment specifically in accounting, legal and taxation policies, as these areas need to improve and be conducive to leasing operation environment. Leasing requires specialized accounting, and there is no policy that provides accounting guidance. There is no policy that defines the legal roles and responsibilities of the different players, particularly third party players in leasing arrangements. Clarity is required surrounding service/maintenance provision, for example, the use of factory warrantyand the role of insurance providers. It is unclear how Import tax privileges will be accorded to suppliers and leasing companies, and how tax benefits would finally transfer to the lessee at the end of lease term when ownership is transferred. In connection with taxation, the high import duties and restrictions on imports, complicates the pricing on leasable assets. The value of leased assets can actually rise during the lease term distorting the value of the asset at the end of the term. The residual value of an asset may be higher than the purchase price. It would be challenging to conduct leasing in such pricing Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 12 environment, affected by high import duties and restrictions on imports.In addition, tax benefits available for the key players in a leasing activity have not yet been clarified. Currently, the assumption is that the lessor is the machinery importer, and thus, import duty exemption is provided to the leasing company. However, this would only apply if the leasing company is also the importer. The tax law also does not mention the transferability of the tax benefit provided from the importer to the lessee at the end of the lease period (Ethiopia’s investment law of Import duty applies to goods imported for up to 10 years.) Lack of leasingoperations knowledge and expertise is a key gap that needs to be addressed. There is a lack of leasing operations knowledge in the sector as a whole, including at the NBE, where there is knowledge gap on how to supervise and regulate leasing companies. Expertise in areas such as overall leasing business management, developing leasing business plan, pricing of an asset, lease accounting and developing partnership and forming agreements with suppliers in a mutually beneficial manner, are among the specialized expertise required. As a result, it is challenging to hire leasing professionals in this environment. Currently, there is very little or no public awareness on leasing. It is not only the leasing companies that need to gain knowledge on leasing, but also the key players in the leasing ecosystem including the potential lessee, the supplier and the public at large. Basic public awareness on leasing would be needed to create demand and supply for leasable assets. Leasing requires an appropriate management information systems; Excel software is not adequate. The new government initiated, MFI –owned leasing companies (refer to Section 3.1) are currently using Excel as a tool for management information. This will not be a suitable management information tool for future growth. The leasing companies will need to develop an appropriate MIS platform for leasing business. Lack of funding is a serious challenge in developing the leasing sector in Ethiopia. In establishing a leasing company, pipeline of funding must be available for purchase of equipments. The MFI-owned leasing companies have fulfilled the minimum 200 million Birr (USD 10M) capital required to form a leasing company; however, additional capital is required to grow the leasing companies. While Line of Credit of 400 million Birr (USD 20 M) has been established with the CBE for future funding for each of the 5 MFI-owned leasing companies, a strategy has to be established to address ongoing funding.The private leasing companies that are in process of being organized(refer to Section 3.2) also need to address their funding sources so that their growth and profitability will not be limited. Potential poor up-keep of machinery by a lessee because of lack of technical knowledge or lack of ownership interest on the machinery is a potential concern in the development of Ethiopia’s leasing sector at this time. Lack of technical knowledge about machinery maintenance and up-keep by a potential lessee is of concern, unless the lessee is strongly supported by the supplier in terms of handling and operating the equipment. It is crucial that the machinery is in good condition and operating as expected at least throughout the lease period, so that lease payments are met. For instance, a lessee of agricultural equipment would require Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 13 proper training to operate and maintain equipment to ensure that the equipment is operational throughout harvest without interruption. Finally, the leasing sector would not be insulated from the bureaucracy and lack of transparency that are key challenges in the Ethiopian business environment. As evidenced by the World Bank’s Doing Business Report, Ethiopia received unfavorable ranking due to business environment challenges for private players in wide range of areas including in receiving permits and various approvals. 2.4 Planned Initiatives IFC is supporting NBE not only in identifying gaps in the development of a leasing sector, but also in closing some of the gaps identified. Significant amount of work is either in progress or planned in these regards. IFC’s support focus is on: I. Developing Directives: A number of key directives are needed to provide guidance for lease operations, some of which will address the gaps identified by IFC. Currently, other than the two existing directivesthat address the requirements for licensing and minimum capital, and one regulation that addresses asset registration, there are no other lease operations guidelines. At NBE’s request, IFC is now formulating a number of key directives that would enable the proper operation of leasing business in Ethiopia. IFC has already provided a number of draft directives for NBE’s review and approval. These directives will be shared for comments with NBE’s stakeholders (MoT, MOFED and FMSEDA) before approval.The directives are expected to be finalized and issued by the end of 2014. The key areas to be addressed by the directives include: i. ii. iii. iv. v. vi. vii. viii. ix. x. Single Borrower Limit Repossession and Enforcement Reporting (to NBE) including formats for reports. similar to credit, leasing companies would be required to provide credit information of Leases to NBE Credit Bureau Annual Audit by an independent auditor Lease accounting e.g., depreciation of assets, residual value at end of lease term Liquidity requirements, weighted capital reserve requirements and lease loss provision Organizational structure and corporate governance, including roles and responsibilities of directors and senior management. Limitation of Investment in a Leasing company Opening branch requirements Penalty and compliance with directives II. Developing Operational Manual for NBE and for the leasing companies to provide guidance on how leasing businesses operate. This is expected to include detail requirements for leasing operation e.g. leasing business management, lease terms, lease Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 14 payments, procurement, budget, selection of suppliers, agreements with suppliers etc. The manual will emphasis that the lessee should select the leasable asset. The operational manual will also be used when providing training to leasing companies.Priority is now given to the development of operational manual, which is expected to be completed before the year-end 2014. III. Developing Supervisory Manual for NBEto provide guidelines in supervision and regulation of leasing companies, including assessing compliance of activities by leasing companies.The development of Supervisory Manual is the next priority after the Operational manual; nonetheless, it is expected to be completed by year-end 2014. IV. Provision of technical capacity building trainings and workshops. IFC is in process of providing or facilitating the provision of capacity building workshops, trainings and peer to peer exposure visits to regulators and senior management of the MFI-owned leasing companies. V. Development of training curriculum: Once the regulations and directives are completed and key leasing company staff is supported through trainings and workshops, the IFC recommends training curriculum be developed. IFC will soon begin supporting the development of training materials, which will be adapted to local context. The training will be provided by what IFC referred as the “local champions” (i.e. possibly through NBE, AEMFI, or FeMSEDA). VI. Long term comprehensive training:In addition, the IFC has highlighted a longer-term and inclusive training and skills development intervention that would include not only the leasing companies but also all potential participants in the leasing eco-system (including support structures) to develop in a sustainable way. Such comprehensive training would not be done by IFC directly. 3 LEASING SECTOR INITIATIVES At the time of writing there are a number of initiativesbeing developed pertaining to leasing. Leasing licenses have been issued by NBE to 5 regional MFI-owned leasing companies that are at various stages of operations, but all are at initial stages of operations. Private leasing companies have also submitted applications to form leasing companies. Evidently, there are a number ofinquiries at NBE from foreign leasing companies about the permissibility of foreign participation/ownership in the leasing sector, given that foreign ownership in the Ethiopian financial sector is not permitted. Further igniting the interest in this sector from investors is a proclamation issued on July 2014, “A Proclamation to Amend the Investment Proclamation” No.849/2014, which authorized the leasing sector as “open” for foreign investors, and no longer exclusively reserved for domestic investors. One of the private leasing companies that has applied to NBE for leasing license is a joint venture with a foreign investor. Due to confidentiality of the application process, company names and investors are not disclosed. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 15 The ongoing support provided by IFC to NBE is another important development. Undoubtedly, the regulatory framework for leasing would significantly improve with the completion of the directives and operation manuals by year-end 2014, even though there is still much remaining to be done. 3.1 Government-Initiated Regional Leasing Companies The GoE took some positive steps toward the development of the leasing sector once the Capital Goods Leasing Business Proclamation was amended and the necessary directives were issued by NBE in 2013. The GoE took a lead in initiating the establishment of 5 regional leasing companies. The leasing companies are established by the regional governments in joint ownership with their respective largest regional MFIs in Amhara, Oromia, SNNPR and Tigray Regions, as well as Addis Ababa Administration. In most cases the ownership is 50/50. All the leasing companies have received their licenses from NBE, and are at early stage of operations. The government initiative wasprimarily driven by the goal to stimulate the industrial manufacturing sector (i.e. including agro-processing sub-sector) and meet the targets under GoE’s GTP by the end of 2015. The GoE’s goal is also to create employment as the micro-small enterprises are facilitated with leased equipments through the MFI-owned leasing companies. The establishment of the leasing companies is to support the various government affiliated turn key projects that are being built in the country to solve technology limitations and substitute imports. The leasing companies are therefore mandated to serve this specific niche of industrial manufacturing sector that includes micro-small enterprises engaged in textiles, metal, leather and agro-processing. Of all the MFI-owned leasing companies, Oromia Capital Goods Finance Business Share Company (OCGFC) would be of interest to the PRIME project, since that would be the only leasing company engaged in the PRIME project intervention areas. OCGFC is owned equally by the regional government and Oromia Credit and Savings Share Company (OCSSCO: an MFI). Funding for operation is for now coming from the government. The five leasing companies received a line of credit for a total of 2billion Birr (400 million Birr each) from the state-owned CBE. Customers for the leasing company are being drawn from the MFI, and therefore, the leasing companies already have large number of clients in the pipeline. Hire Purchase lease is their priority for now. Similarly, the knowledge base of the leasing company is coming from the MFI, where the institution has engaged in basic micro-leasing without much regulatory framework present. The leasing companies are encouraged to form partnerships particularly with domestic manufacturers such as Metec, to gain leasable equipments. Technical and Vocational Educational Training Centers (TVETs) are also expected to play a pivotal role in training and Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 16 supplying technicians that would provide technical support in maintaining machineries and equipments.The leasing companies are encouraged to have agreements with TVETs for after sale services and maintenance. The government selection of industrial equipment for all the new MFI-owned leasing companies has been raised as a concern by the IFC, as this requires complex leasing underwriting given the low leasing skills present in the companies. There could be a risk of default in absence of appropriate research conducted in industrial equipment leasing by the leasing companies. It would be more appropriate if the leasing activity was driven by local demand rather than certain otheragenda. There is still much to be done by the MFI-owned regional leasing companies, confronted by numerous gaps and challenges that have been above-noted in Section 2.3, including regulatory gaps (e.g., taxation and accounting), lack of know-how and capacity with regard to managing leasing operations. Many of these important gaps as mentioned above are being addressed by NBE, with the IFC’s support. 3.2 Private Sector-Initiated Leasing companies In addition to the government initiative of establishing MFI-owned regional leasing companies, there has been a lot of interest during the past year from different groups both foreign and domestic investorsin establishing a leasing business in Ethiopia. Two groups of investors may be considered to be serious potential investors, and at least one may have submitted licensing applications to the NBE. Both leasing companies plan to be fundamentally demand driven in terms of sector focus, unlike the MFI-owned leasing companies. One of the private leasing companies sees the potential in agricultural sector, and the other is considering the transportation sector. While the financial sector is closed for foreign investment, the leasing sector has opened recently through an amended proclamation of Ethiopia’s Investment Law. Specific legislation concerning foreign investment in leasing is in process of being reviewed and enacted. One of the private leasing companies that has applied to NEB for leasing license is a joint venture with a foreign investor, and is, among other things, awaiting the details of the specific legislation on foreign investment in the leasing sector. Due to confidentiality of the application process, company names and investors are not publicly available. 3.3 Outlook for Leasing Leasing in Ethiopia has enormous potential. Provided an enabling environment for leasing is present, Ethiopia has good economic growth prospects and is a large market, with its population of nearly 90 million, and approximately 80% engaged in agriculture. IFC’s leasing support analysis points to agricultural equipments such as tractors, irrigation equipments, basic food processing and drying equipments having the greatest potential for entry in leasing. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 17 Currently, access to finance is one of the biggest challenges in the country. Thus, leasing as an alternative to lending would be an attractive optionprimarily due to the leasable asset serving as collateral, and equipment that would have been out of reach, becoming possible to obtain. As mentioned above, work is ongoing by NBE and IFC to address and close the gaps and challenges in the leasing sector.Even the current scarcity of leasing professionals/skill sets could improve in the medium-to long-term, as concerted efforts are made to make available extensive and widely available training and capacity building by NBE. The private leasing companies also plan to address the skills set gaps in the sector by drawing expatriates to train their local staff. 4 POSSIBLE PRIME INTERVENTION AREAS 4.1 Overview of PRIME Intervention Areas Background:As the PRIME project works in 3 regions with pastoralists and with those transitioning out of pastoralism (TOPs), it would be critical to look at both groups in all 3 regionswhen considering the development of leasing. It is evident from the project baseline report that milk production is important in all regions, particularly near urban centers where there is access to markets. It is also evident that access to credit in the Afar and Oromia regions are limited with somewhat better access in the Somali region. As pastoralists are becoming more settled, access to finance both via loans and leasing become ever more critical. Leasing in particular is far more attractive since it does not tie-up capital, which is scarce in these regions. Thus, PRIME intervention in the development of leasing or Ijarah contract (finance lease equivalent in Islamic finance) in these regionswould be innovative. The development of Ijarah contracts is important especially in Afar and Somalia, where the population is predominantly Moslem. Ijarah is equivalent to lease-purchase mode of financing and has Sharia component. The lease contract is typically used to finance equipment. Similar to lease financing, Ijarah requires that the lease term and lease payments are determined in advance, and that ownership of the asset, responsibility for its maintenance remain with the financier (or lessor). As in traditional lease finance, Ijarah contract may be followed by a sale contract, at which time the ownership of the asset is transferred to the lessee. Ijarah contract works with individuals as well as with an organized group such as associations and cooperatives. Leasing development requires market research to determine sector focus and ensure that the leasing products are ultimately demand driven. Leasing could be developed to strengthen the dairy value chain, as milk production is important in all the PRIME project regions. In addition, different capital equipments are needed throughout milk production and processing. Based on the current legal framework, leasing and Ijarah contract products can be offered in the PRIME regions through OCGFC, the new MFI-owned leasing company in Oromia, Afar MFI in Afar, and Somali MFI and RAYS MFI in Somali Region (see Table 2). However, Afar MFI and Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 18 RAYS MFI are new and are likely to focus on setting up their core banking operations prior to engaging in leasing or Ijarah contracts. Another option for PRIMEcould be to form a partnership with a private leasing company (once established) or facilitate partnerships (both domestic and foreign) between investors and the MFIs, with the aim to serve the PRIME project regions. Currently, the legal framework does not allow commercial banks to engage in leasing, but they can invest in leasing companies up to 20% of their capital. Table 2: The PRIME project operating regions Potential Leassors Economic Dependency/Characteristics Oromia Capital Goods Finance Business Share Company (OCGFC) - Milk Production - Little dependency on Livestock - Alternative Source of Income available - Milk Production - Poor households remain with Livestock - Formal employment PRIME Regions Oromia Afar o Afar MFI o Somalia MFI Somalia ALL REGIONS - Livestock dominant - Milk Production o Rays MFI Private Leasing companies under formation – market demand driven focus The institutional gaps and challenges that exist in the leasing sector, as discussed in Section 2.4 and 3.3, would also apply to the financial institutions that are proposing to engage in leasing or Ijarah contract in the PRIME intervention regions. Other than regulatory, legal and taxation gaps that exist in the leasing sector as a whole, other challenges may be more pronounced for the MFIs listed above (Table 2). OCGFC, as one of the 5 government supported leasing companies receives various support from the NBE and the government e.g., funding support from CBE. However, the MFIs listed above are in early stages of establishment, with Afar MFI and Ray MFI receiving their business licenses from NBE only recently. These MFIs have limited knowledge and very little experience in leasing operations (i.e., equipment based underwriting, structuring, pricing, procurement, accounting etc). In addition, lack of professional staff, lack of leasing awareness by potential suppliers and the public, the need for funding will be some of the challenges in which they will need support. PRIME hasnumerous opportunities for capacity building interventions indeveloping leasing/ Ijarah contractthrough the institutions mentioned-abovein the PRIME project Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 19 regions. The interventions are likely to strengthen the institutions in providing leasing services, and in turn, benefit the communities. The different options for support are highlighted below. o Establish partnerships:The first step would be to establish partnerships between Mercy Corp and OCGFC, and the MFIs in Afar and Somalia for support in capacity building to develop leasing or Ijarah contract products in their communities. o Provide on-site technical support and training on leasing business management: In supporting the financial institutions that plan to engage in leasing or Ijarah contract in the PRIME Regions, Mercy Corps should consider providing significant training and workshops as well as on-site technical assistance linked to investment opportunities. Training should focus in leasing on niche sector(s) (or specific value chain) with sizable market. For example, training at an MFI near Awash may be provided on leasing or Ijarah for a niche such as small agro-processing equipments, while training at a leasing company in Borena or Jijiga, may be on leasing in livestock sector, in particular dairy subsector. The specific trainings should include lease underwriting, funding, lease terms, and collection at lease term. However, such trainings should occur once the operating manuals and directives are issued by NBE. o Support in tailoringthe operational manual prepared by NBE (with support of IFC) into local context,and provide training on the material to staff at OCGFC and the MFIs in Afar and Somalia. o Assist in identifying leasable assets: OCGFC, as an MFI-owned leasing company is mandated to support SMEs in accessing industrial equipments in the government mandated sectors. OCGFC already knows the suppliers in the textile, metals, agroprocessing, and leather sectors. Support intervention could be provided by Mercy Corps to OCGFC and the MFIs engaged in understanding the local leasing demand, identification of the market to serve, identify the suppliers, and then create partnerships with the suppliers. o Development of MIS: OCGFC has an immediate need in developing a suitable MIS platform for growth. The Excel package that it is being used currently will not serve for much longer. In addition, the development of such MIS support in itself would require staff training. Thus, Mercy Corps’ support intervention in OCGFC and the MFIs in Afar and Somali could be in developing an appropriate leasing MIS and MIS strategy. In working with the MFIs, it may be appropriate to work with AEMFI, since the association has supported MIS interventions for micro-finance sector in the past. o Provide training to suppliers: It would be crucial to train suppliers on how leasing can be mutually beneficial to them and to the leasing company as well as the lessees. Training in the form of workshops would assist in introducing suppliers to leasing companies, while increasing leasing awareness. Suppliers require lease knowledge in areas such as establishing partnerships with leasing companies, understanding how Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 20 leasing positively impacts sales, documentation, maintenance agreement and the roles of warranty and transparent pricing. o Provision of lease fund for designated intervention: After support in the development of MIS strategy and some level of capacity building, Mercy Corps could provide a revolving lease fund designated for specific interventions e.g., dairy value chain and agro-processing etc., to be administered by the leasing company. OCFFC indicated that it is currently under discussion with an NGO to serve as a fund administrator for specific interventions. o Develop a comprehensive lease awareness activity/campaign: Leasing is an unfamiliar product unlike loans to many in Ethiopia. When supporting OCGFC in Oromia, and the MFIs in Afar and Somali, there will be a need to create leasing awareness activity for staff at the institutions, and then for suppliers, and finally for their respective communities at large. Both the lessors and the suppliers should jointly involve in creating lease awareness in the communities. Support is needed to leasing companies in identifying leasable assets, which vary from one local area to another. Equipment suppliers also need much knowledge about leasing since they are used to the concept of “pay to rent” and not “pay to own”. Awareness raising activities to the public should identify the product that could be leased and demonstrate how it could be accessed. The MFIs and the suppliers in partnership should engage in increasing public awareness by showing how a concrete leasable asset can be leased to a potential lessee. Some training or workshop for potential customers on how to identify leasable asset and prepare documentation would be of significant value in the development of leasing. 4.1.1 Oromia Considering the regulatory framework, the best institutional option for intervention in Oromia is through OCGFC. OCGFC’s senior management was interviewed for this report. Senior staff was recruited primarily from the affiliated MFI, OCSSCO. OCGFC’s management indicated that significant support is needed for the leasing company in raising capacity of staff and senior management in leasing operations including lease management, procurement, and asset management. It was also indicated that appropriate MIS platform for leasing was required immediately. In Oromia, possible strategies to promote lease products may include facilitating partnerships between OCGFC and playersin the dairy value chain. From interviews with some senior staff of the PRIME project, the writer concludes that Mercy Corp’s staff is already familiar with enterprises that have promising prospects in the PRIME project regions. Mercy Corps could facilitate lease awareness activity partnerships between OCGFC and these private enterprises. For example, in Guji and Borena, Mercy Corp could facilitate partnerships between OCGFC and those entrepreneurs looking to expand their milk collection centers near urban areas with Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 21 market access. Also in Oromia, there are some dynamic multi-purpose unions well known by staff (e.g., Liben Union). 4.1.2 Afar In Afar, Afar MFI is the only financial institution that could engage in leasing/Ijarah. None of the new MFI-owned and government supported leasing companies is based in Afar. To support potential beneficiaries of the PRIME project with leasing, Mercy Corps should consider collaborating with Afar MFI, the only MFI in Afar. Afar MFI is a recently formed MFI that is partially owned by the Afar Regional Administration. Its current capital is approximately 3 million Birr, and it expects to receive additional capital of 14 million from the regional administration. Afar MFI is developing its financial products based on Islamic microfinance contracts that follow the principles of Islamic finance mainly, Murabaha (cost plus mark-up sale contract), Musharaka (profit or loss sharing contract), these would be equivalent to loan products, and Ijarah, which is equivalent to lease finance. Although Afar MFI’s management is currently providing training to staff, it appears from discussion with a senior manager that the training may not be adequate. Based on the writer’s discussion with management, the understanding of Islamic banking practices by management seems ambiguous too. Afar MFI requires all areas of support interventions including developing knowledge of Ijarah contracts, capacity building, technical on-site support, and more. 4.1.3 Somali In Somali, Somali MFI and Ray MFI are the only institutions that could engage in leasing/Ijarah. None of the new MFI-owned and government supported leasing companies is based in Somali. To support potential beneficiaries of the PRIME project with leasing, Mercy Corps should consider collaborating with both Somali MFI and Rays MFI. Both Somali MFI and Ray MFI are planning to engage in Ijarah mode of financing to be provided in the Islamic banking window. Both institutions are new MFIs. Below are highlights on the respective institutions: Ray MFI is a 100% privately owned MFI with 6 Shareholders that received its business license from NBE in the last month. While the headquarters is in Addis Ababa, it plans to have 11 branches throughout Somalia in the next 3 months. Ray MFI has capital of 10 million Birr, of which 2.5 million Birr is paid-up. It has submitted a proposal to Mercy Corps Innovation fund for another 10 million to assist with some start-up operations. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 22 The institution is in process of putting staffing in place; however, it is experiencing lack of skilled professionals in the area. Other major challenges for the MFI in implementing Ijarah are: o Lack of MIS: Due to the highly dispersed population the need for appropriate MIS is more evident. o Supplier identification o No public awareness on leasing o Funding – the budget allocated for Ijarah is relatively small compared to funds allocated for loans. Based on Sector and demand study, Ray MFI determined that it will engage in Ijarah in bricks production, woodwork and metalwork, beehives production and cobblestone production. However, during the meeting for writing this report, it was evident that different regions of Somalia have different demands. Nonetheless, the MFI will focus on demand driven assets. For example, in the Shebele area of Somalia Region, the demand is likely to be for agroprocessing equipments, while in Jijiga it is likely to be small industrial equipments. In parallel to starting the operation, Ray MFI has committed to conducting a study of all products that it will be offering. The study will conduct need assessment of sectors and prioritize sectors for commitment by Ray. Somali MFI is owned by seven shareholders including 5 private sector entities, 1 Nongovernmental Organization (Ogaden Welfare Development Association) and the regional government. It appears to be well capitalized with 33 million Birr. The MFI was established in 2011, and currently has 16 branches across Somali Region. Its headquarter is in Jigiga. The MFI is planning to provide different financial services to the community it serves. Currently the MFI is supported by Mercy Corps in its development of mobile and agent banking activities.The MFI also engages in fund administration for Save the Children, Oxfam GB and Sasakawa Foundation, in administering funds that are designated for specific project interventions that benefit pastoralists and agro-pastoralists. In preparation to engage in leasing, the MFI is training its staff in Ijarah contract. However, it was recently informed by NBE that the MFI’s engagement in Ijarah contract requires a separate application for approval. It appears that unlike Ray MFI, Somali MFI may not have included its plan to engage in Ijarah contract at the time of the initial application. The writer discussed with a senior manager who indicated that in the MFI’s market area there is strong demand for livestock and agro-processing small equipments such as irrigation equipments, water pumps. Demand for equipments in dairy processing and leather sectors are also strong. Identification of equipment suppliers is yet to be conducted.In the urban areas of the region, demand for items such as sewing machines and other small equipments necessary for micro-enterprises are strong.Somali MFI is experiencing fast growth and it expects there will be strong demand for Ijarah contract. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 23 Finally, Mercy Corps should consider collaborating with Rays MFI and/or Somali MFI in their development of Ijarah given the anticipated strong demand and the benefits to the community in line with the goals of the PRIME project. The support interventions above-mentioned, such as support in capacity building, MIS development, technical on-site support, identification of suppliers, as well as the possibility of establishing lease fund for designated sub-sector interventions should be further explored. 4 CONCLUSION Presently, leasing is undeveloped with very little leasing knowledge in the sector. As an alternative to credit however, leasing has great potential in Ethiopia, particularly in the agriculture sector where 80% of Ethiopia’s population is engaged for livelihood. There have been significant recent developments in the leasing sector that paves the way for implementing and supporting initiatives that would support the sector and benefit access to finance to communities that are underserved by financial institutions. The legal and regulatory framework had numerous gaps that would make lease operations challenging. Primarily driven by strong interest to meet the growth targets of the manufacturing sector and create employment to meet the targets under the GoE’s GTP, the government and NBE are committed to create conducive environment for leasing. NBE with the support of IFC has identified gaps, and there is an ongoing progress and activities planned to close the gaps identified, and develop a vibrant leasing sector in Ethiopia. Given the activities planned by NBE with support of the IFC to improve the leasing landscape, there are a number of options for Mercy Corps to support intervention with collaboration of financial institutions in the PRIME project regions, primarily focusing on the needs of pastoralists and agro-pastoralists communities. To support leasing in the PRIME project regions, market research needs to be conducted to determine sector demand for leasing equipments in communities. Mercy Corps may provide support in various capacity building and technical assistance to the financial institutions that plan to engage in leasing/Ijarah. Creating leasing awareness among suppliers and the public is another significant area of intervention. Support will also be needed in identifying suppliers and creating partnership between the suppliers and leasing companies. Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 24 Bibliography o PRIME, May 2013: Financial Services EMMMA Assessment Report o PRIME, June 2014: Baseline Report o IFC, 2008: Leasing in Development: Guidelines for Emerging Economies , Leasing Regulatory Framework Analysis and Intervention Options for the PRIME Project Page 25