ตำแหน่ง Risk and Contract Manager

บริษัท Danieli co., Ltd.

ที่อยู่บริษัท 64/210 Moo 4, Eastern Seaboard Industrial Estate, T. Pluak Daeng, A. Pluak Daeng, Rayong 21140, Thailand

เงินเดือน สำหรับสมาชิกเท่านั้น

ลักษณะงานที่ทำ
Danieli Co., Ltd. July 2014 - October 2018
Pluakdaeng, Rayong, Thailand
Contract & Risks Manager

Danieli Co., Ltd., (“Danieli”) is the largest Italian company in Thailand and one of the top three largest suppliers globally of construction equipment and engineering services to the steel making, iron ore and metallurgical industries.

Although principally employed in the Rayong Office, I was responsible also for any legal/contract related issues for the company’s subsidiary offices in Bangkok, Indonesia, Vietnam, Taiwan, Myanmar and Korea.

Contract Negotiations, Risk Management and Contract Management:

In this role I was responsible for the drafting of all contractual clauses; and ensuring compliance with all of these contractual conditions; including negotiating and closing out the following issues:

- Insurance provisions; to ensure our current insurance policies are adequate to meet all contractual requirements;
- Warranty provisions; to ensure that we are not overly committing our self to re-work in respect of defects;
- Liability provisions to ensure our legal liability is clearly defined and capped at an appropriate level;
- Payment provisions; to ensure we are adequately compensated;
- Taxation provisions; to ensure our taxation exposure when working in different regions is minimised;
- Intellectual property provisions, when appropriate;
- Confidentiality and public disclosure provisions, to ensure our proprietary information is respected and that we are in compliance with the listing rules of various stock/securities exchanges;
- Ensuring work scopes are clearly defined, and most importantly, ensuring the project end date is also clearly defined;
- Performance guarantee provisions, where appropriate;
- Dispute resolution provisions, to ensure there is a defined process specified.

I was also responsible for drafting, negotiating and managing all ancillary agreements and documents including:

- Internal performance guarantees from affiliate companies within the corporate group;
- External performance guarantees from banks and financial institutions;
- Letters of credit and payment securities;
- Letters of demand;
- Settlement agreements;
- Long term third party logistics and supply contracts;
- Sub contractual agreements; where required;
- Establishment of local joint venture arrangements; when required to bid for work regionally;

Corporate Secretarial:

I was also responsible for all company secretarial duties as well, including:

- Drafting and filing of director’s board minutes and resolutions;
- Placement of statutorily required notifications and publications;
- Drafting and filing of shareholder meeting minutes and resolutions;
- Organisation, drafting and filing of Annual General Meetings;
- Organising the appointments and resignations/removals of directors and chief legal representatives;
- The establishment of branch offices/project offices in a number of locations throughout South East Asia (in Danang, HCMC (Saigon), Yangon and Jakarta); including obtaining the necessary licenses to open and operate a branch office; completing the necessary tax registration procedures; and appointment of corporate officers;
- Finalizing banking procedures and authorisations;
- Finalizing internal expenditure and procurement limits;
- Completing the necessary procedures for the procurement and disposal of corporate assets.

Other Responsibilities:

In addition to the aforementioned my responsibilities at Danieli have also included:

- Procurement and renewal of all necessary insurance policies;
- Large scale or project specific procurement activities;
- Contract management of civil construction and engineering related projects;
- Resolution of legal disputes with clients;
- Tender preparation, where necessary;
- Resolution of employment dispute issues;
- Preparation of all internal agreements and inter-company orders between the various corporate entities within the Danieli group;
- Establishment of marketing/agency commission agreements; and
- Facilities rental agreements;
- Handling and lodging claims in relation to customer insolvency and debtor rehabilitation issues.

CUSTOMER SUMMARY

During my time at Danieli, I successfully negotiated and contract managed equipment sale and purchase orders, plant construction contracts, capital acquisition projects; and ancillary transactions with the following companies:


Vietnam:

- Ton Dong A Corporation;
- Nghi Son Iron and Steel Corporation;
- Posco SS Vina;
- Hoa Phat Group;
- Vietnam Japan Steel Group;
- Vietnam Italy Steel JSC;
- SSSC Southern Steel Sheet Co. Ltd.;

Malaysia:

- Southern Steel Berhad;

Indonesia:

- PT Tunggal Jaya Steel;
- PT Sun Rise Steel Mill;

Thailand:
- Kobe Steel Ltd.,
- Mill Con Steel PCL;
- GJ Steel PCL;
- Zubb Steel Co., Ltd.,
- Sahaviriya Steel Industries PLC;
- The Bangkok Iron and Steel Works PCL;
- Siam Yamato Steel Co.,
- Dongbu Steel Co.;
- IRPC PCL;
- Linde (Thailand) PCL;



Philippines:

- Steel Asia Group;

Sri Lanka:

- Ceylon Steel Corporation;

Bangladesh:

- Bhushan Steel;


Poland, Romania and the Ukraine:

- Arcelormittal Group;

Australia:

- The Bronx Group;
- Bluescope Steel;

Taiwan (R.O.C):

- Dragon Steel Corporation;
- Walsin Lihwa Corporation.

India:

- Jindal Steel & Power Ltd.,
- Tata Steel Limited

ตำแหน่ง Contract Manager

บริษัท Mermaid Maritime PCL

ที่อยู่บริษัท 789/55 Pinthong Industrial Estate, T. Nong Kham, A. Si Racha, Chon Buri 20230, Thailand

เงินเดือน สำหรับสมาชิกเท่านั้น

ลักษณะงานที่ทำ
Mermaid Maritime PLC (MML) July 2008 - June 2014
Pinthong, Chonburi, Thailand
Legal & Contract Manager

Mermaid Maritime Limited is a Thai company listed on the Singapore Securities Exchange, and ultimate holding/parent company for the Mermaid group. MML has two principal business arms; Mermaid Drilling Limited, a fully owned subsidiary that owns and operates tender drilling rigs in S.E. Asia, and Mermaid Offshore Services Limited, a subsea engineering company that provides specialist vessel charter services and project related saturation diving, air diving and ROV services in S.E. Asia, Russia, China, the North Sea and Brazil. MOS is also the principal stakeholder of the “Subtech” and “Seascape” corporate groups. Subtech provides these services, in addition to cable lay services, in the Middle East, West Africa, North Africa and the Mediterranean; and the Seascape group of companies provides subsea survey related services in S.E. Asia, Australia and Russia.

Summary of Transactions

Vessel Construction and Purchase (New build):
Mermaid Sapphire - The M.V. Mermaid Sapphire is a DP2 compliant ROV/Air Dive support vessel built by Jaya Holdings at its Batam and Singapore yards, and delivered late 2009. The vessel is ABS classed.
Contract Management:
All day to day legal issues arising during construction of the vessel, including;
• All variations and amendments to the construction contract;
• Handling all disputes with the yard in relation to technical compliance issues with respect to class;
• Drafting all legal correspondence between MOS and the yard; and
• Ensuring compliance with regulatory requirements and the contractual specifications.
Vessel Delivery:
Responsibility for transfer of ownership from the Yard to MOS upon completion of the vessel; including ensuring that all class certificates were delivered in addition to ensuring the yard had provided all ownership documents necessary for MOS to register the vessel under flag state.
Warranty:
Settlement and close out of all warranty issues after purchase and delivery.
Mermaid Endurer: The M.V. Mermaid Endurer is a DNV classed DP2 compliant Saturation Dive Support Vessel with air dive and ROV support services. She was built by Bergen Group BMV in Bergen, Norway and delivered mid-2010. The saturation dive system was constructed by Drägerwerk AG. The vessel was valued in excess of USD 120,000,000.00 at the date of delivery.

Initial Purchase:

Early in the construction phase the vessel construction contract and associated sub-contracts were “bought” from the “Aquanos” group of companies (now defunct).

Responsibilities included:

• Legal due diligence in respect of the acquisition (analysis of contractual, legal and schedule risks);
• Drafting and closing all “bridging” documents (deeds of assignment; tripartite deeds; deeds of novation; mortgage transfers etc); and
• Closing out all negotiations with the yard and Dräger prior to taking over the acquisition.

Contract Management:

All day-to-day legal issues arising during construction of the vessel.

Subcontract Management:

Coordination of all issues with respect to sub-contractors and major suppliers.
Responsibilities included:

• Legal management of all schedule risks, where appropriate; and
• Initiating and closing out parallel negotiations with all subcontractors to ensure integrated project management and the smooth delivery of all requisite supplies.

Financing:
The purchase and construction of the vessel were financed through a consortium of Thai banks. I was responsible to close out all conditions precedent prior to loan drawdown, including;

• Preparation of all corporate compliance documents (e.g. board resolutions etc);
• Negotiation and finalisation of all corporate security documents (e.g. parent company guarantees, deeds of assignment and novation etc);
• Negotiation and finalisation of all financial securities (e.g discharge of builders mortgages, registration of the bank’s mortgage under flag state); and
• Preparing instructions for final payment and transfer of funds to the yard and other suppliers.

Other Responsibilities:

Close out of vessel delivery; registration of the vessel under flag state and settlement of all ongoing warranty items.

Mermaid Asiana: The M.V. Mermaid Asiana is an ABS classed DP2 compliant Saturation Dive Support Vessel with air dive and ROV support services. She was built by ASL Marine Holdings Ltd, in Singapore and Batam and was delivered in early 2010. The saturation dive system was constructed by Lexmar Engineering Pte Ltd. The vessel was valued in excess of USD 70,000,000.00 at the date of delivery.

Corporate Acquisition:

The vessel was originally purchased from the yard by the Norwegian entity Nemo Subsea AS, an SPV whose principal shareholder was an unincorporated Norwegian partnership of individual investors. Mid-way through the construction phase MOS acquired Nemo Subsea AS. I was responsible to co-ordinate and close out all aspects of this purchase.

Other Responsibilities:

All contract and sub-contract management issues. Close out of all financial requirements. Close out of vessel delivery; registration of the vessel under flag state and settlement of all ongoing warranty items. Close out of disputes over technical issue with dive system supplier Lexmar.



Vessel Purchases, Sales, and Transfers:

Mermaid Siam (Purchase): In late 2009 MOS purchased the Team Siam, a DP 2 barge with an in-built saturation dive system from Team III Limited. I was responsible for all legal aspects in respect of the purchase, including drafting the initial MOA and closing out the transaction. At the time of the transaction the vessel was valued in excess of USD 20,000,000.00.

Mermaid Responder (Sale): In early 2010 MOS sold the M.V. Mermaid Responder to Dulam International Limited. At the time of the sale the vessel was valued in excess of USD 2,000,000.00. I was responsible for all legal aspects in respect of the sale, including drafting the initial MOA and closing out the transaction.

Mermaid Supporter (Internal Transfer): In early 2010 MOS sold the M.V. Mermaid Supporter to one of its subsidiaries in the Seascape group of companies. I was responsible for all aspects of the transaction, including drafting all contractual agreements, drafting all compliance documents necessary to show that this was an “arms-length” transaction, closing out the purchase and providing assistance in order to re-flag the vessel in Indonesia.

Mermaid Performer (Sale): In late 2013 MOS sold the M.V. Mermaid Performer to Prospect Marine Limited. At the time of the sale the vessel was valued in excess of USD 650,000.00. I was responsible for all legal aspects in respect of the sale, including drafting the initial MOA and closing out the transaction.

External Client Contracts (Charter Party Agreements and Project Contracts):

MOS and its subsidiary companies are in the business of providing vessels and project engineering services to clients in various locations. I have successfully handled contract negotiations, and handled all legal aspects of contract management, with the following companies (non-exhaustive):

PTT, PTAR and PTTEP: Thai national oil companies.

Subsea 7: Subsea engineering services in East Timor and India.

Hyundai Heavy Industries: Subsea engineering projects in the gulf of Thailand; and saturation dive projects in Qatar.

Carigali-Petronas OC: Short-term engineering projects in the Thai-Malaysian joint development area.

Global: Long-term subsea engineering projects in Brazil.

Total: Long term engineering projects in Myanmar, Qatar, the Middle East and West Africa.

Chevron: Long term engineering and drilling contracts in Thailand and Indonesia.

International Subsea Services: Short-term engineering projects in the North Sea (UK Sector).

PTSC: Long term supply contracts in Vietnam.

Romona: Long-term subsea engineering projects in Sakhalin, Russia as sub-contractor to Sakhalin Energy Investment Corporation.

CUEL: Long term engineering and charter party contracts in the gulf of Thailand.

Larson and Toubro Limited: Short-term engineering contracts in Myanmar.

Maersk Oil: Various short-term projects in Qatar.

Micoperi: Long-term charter hire contracts in Egypt and Italy.

Rana: Long-term charter hire contracts in the Congo.

Saudi Aramco: Long-term projects in Saudi Arabia.

LS Cables: Cable lay projects in Qatar.