COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17
Topic:
What is the Current Contracting
Process in your Region? – For example:
how are templates obtained, who
handles day-to-day negotiations, who
handles escalations, who does the initial
review of the mark-up, who follows up
with internal stakeholders for feedback
(e.g. organizes calls, sends emails), and
who interfaces with the client.
N.A.
 Sales requests customized
contract templates from
Legal to send to a client
 N.A. Legal handles the day
to day negotiations with
support from appropriate
Citi teams (i.e.,
Regional/Global Product or
Risk)
 The initial contract mark-up
from the client is reviewed
by Legal, who then
identifies and notes in the
draft contract the items
requiring each
stakeholder’s review
 Sales is responsible for
securing feedback from
internal stakeholders,
where required, and
coordinates internal
communication (e-mail and
calls) among Legal and
internal stakeholders to
secure required feedback
 Negotiations with the
clients are typically handled
directly between Sales and
the client, but where
support from Citi teams
(i.e., Legal, Product or Risk)
is required, negotiations
include representatives
EMEA Asia Pac LATAM
 Sales will access the system
(CRM) and input the deal
solutioning.
 It is at this stage that a RIM is
engaged, who in turn will
engage the RDNM.
 RDNM will review the hand-
over document and approvals
and prepare a Negotiation
Tracking Sheet (NTS).
 They will then ask Regional
Product and Legal to comment
on the pertinent items.
 After this, RDNM will bring the
negotiation to the covered
countries.
 RDNM seek the approvals of
the Regional Data Protection
and Regional Tax on required
items other than the Country
Product Managers for the
required items before sharing
it with the RIM / client.
 Preparation of marked up
copies of documents to be
okayed by client before issuing
the fair, clean and final copy.
(Priyanka Comments: Would suggest
RDNM team to update this step by
step to incorporate the correct process
factually. Inputs from North America
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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17

from each of the relevant can be referred to for guidance and

teams deviations if any may be captured)
 N.A. Product is directly
involved on all matters.
Where the deal has a global
scope, Global Product is
usually involved as well.
 In cases of a global cards
solution, as mentioned
above, Global Product (Paul
Horn) is typically involved
in order to set expectations
based on historic feedback
from regional teams. NA
Legal also has global
context based on historic
feedback, and seeks to limit
Schedule A revisions based
on prior deals.
 If N.A. is the lead region,
after negotiation of
Schedule A, N.A. Legal
prepares the contract
hand-off document with
attachments of approvals
for Schedule A changes
 Sales then coordinates with
regional teams to confirm
alignment with negotiated
revisions to Schedule A. If
regional teams are not
aligned on any revisions,
Sales facilitates
communication between

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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17
What are the pain points of global
contracting in your Region if you are
the lead region? (please be specific in
your response – even giving an example
of a deal would be helpful)
the client and regional
teams in order to resolve
any disagreements.
 Once all schedules to the
agreement are finalized,
Legal provides executable
copies to the client, and
directs the client on
contract execution process
 Engagement of, and follow-  Challenges in getting country
up with, the necessary alignment, which requires us
stakeholders globally for to engage in more calls and/or
negotiated provisions more email exchanges. Often,
requiring approval across it is about getting the
markets. For clients countries to be more
seeking simultaneous roll comfortable with the ask
out in multiple (especially if the changes are
jurisdictions, the lack of only editorial changes) and the
coordination is a particular need to confirm that a process
problem as it unduly delays is in place to monitor our non-
contract execution (e.g., standard agreement and
World Bank) compliance with the same. I
 Managing client believe this part on the
expectations on timeline process confirmation is crucial
for engagement of regional since not all processes are in
teams and contracting place across all countries.
impact. Clients typically
have a specific timeframe
in mind for their
contracting process, and
other commitments key off
of that timeframe. The lack
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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17
What are the pain points of global
contracting in your region if you are
the follow-on region? (please be
specific in your response – even giving
an example of a deal would be helpful)
– Is the contract hand-off document
helpful?
of an orderly/predictable
process makes it frustrating
to clients who need to keep (Priyanka Comments: Guess we can
to a particular adopt the all the bullet point
implementation timeline. suggested for NAM. RDNM and
 Ensuring regional teams are Regional Product Team to confirm.)
fully aware of particular
client concerns and/or pain
points which need to be
understood and/or
managed by regional
teams.
 Lead team may not engage  Incomplete approvals from the
the follow-on regions early originating region during
enough in the process to handover.
enable follow-on regions to  Challenges in getting country
raise any concerns with alignment, which requires us
client proposed changes to to engage in more calls and/or
contract provisions. more email exchanges. Often,
 Managing client it is about getting the
expectations regarding countries to be more
necessary timeframe to comfortable with the ask
secure required feedback (especially if the changes are
from stakeholders only editorial changes) and the
 Lack of sufficient need to confirm that a process
information regarding is in place to monitor our non-
client concerns and/or pain standard agreement and
points which need to be compliance with the same. I
understood and/or believe this part on the
managed by local teams. process confirmation is crucial
 Having sufficient since not all processes are in
information regarding place across all countries.
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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17

implementation and/or
client timeframes
 The hand-off document is  Originating region inserting
helpful to provide the country or region specific
details around a particular provisions into Schedule A -
negotiated since these do not apply to the
clause/provision, but the other regions, we end up
general areas of focus or requiring other regions to
concern that a client has review them unnecessarily and
with our product/service having to delete them though
that informs the contract our Schedule Bs (which adds
discussions isn’t always to the negotiation time).
communicated by Sales to  Originating region agreeing to
the follow-on markets (e.g. key/essential provisions
AT&T) which can then without APAC consultation, or
cause unnecessary issues without Global team
during the follow-on approvals, knowing that the
market negotiations provisions are not Citi
standard and require
exceptional approvals, for e.g.
capping liability or agreeing to
indemnity
 Originating region not
providing sufficient
rationale/basis for agreeing to
certain provisions – we believe
the handover process is meant
to explain the background of
the ask and why we agreed
and not just a mere formality;
also, the
explanation/background helps
us in explaining to our
countries why we got

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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17

comfortable with the

amendment
 In some deals where
concurrent review by all the
regions was required at the
same time, the originating
region did not include APAC
suggested changes in the end.
 Agreeing to timelines without
consulting other regions.
 Not following the Guidance
document (the original version
rolled-out with the original
global CCA), including fallback
positions/global level
approvals required.
 Not preparing handoff
document on the basis that
the negotiations happened “a
long time ago”, before the
rules of the road came into
force (thus, no approvals were
shared and we had to secure
these approvals, either
through the originating region
or by ourselves)
 Not following the rules of the
road (sent by Manish 2-3 years
ago) – (Priyanka Comments:
Did not quite understand this.
RDNM team to clarify)
 Not following agreed process
of AP contact points, e.g. the
GIM/Global Sales should work

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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17

through only one AP contact

point, which is the Regional
Implementation Manager
(RIM)
 Not following the agreed
process for lite/express deals
(different from the “rules of
the road”) and trying to push
more reviews/negotiation
rounds to keep the client
happy (Priyanka Comments:
Did not quite understand this.
RDNM team to clarify)
- This is more of seeking
approvals for items we really
can’t agree to, just to keep the
client happy. Anyhow we do
not have the authority to
agree to the changes
requested by the clients.

 Approvals – validity? Some

approvals from NA may be 2
or 3 years old. (Priyanka
Comments: Did not quite
understand this. Regional
Product team to clarify)

-Approvals not updated if it

was previously approved by
the NA team. We end up
losing more time in
exchanging emails.

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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17
What are the proposed solutions for
the pain points for global contracting in
your Region? (please be specific in your
Management Role 3-17-15.doc
response – for example, if x were
handled by Product, it would mitigate
pain point y)
 Lead region driving contract
negotiations - different people
have different standards and
will agree to different things,
without appreciation for other
nuanced countries / regions.
This becomes a problem for
while negotiating locally.
Agree with North America.
Global Deal Additional points to be considered:
 As regards the revised fallback
positions, APAC has not been
using the same as it has not
been finalized. Thus, APAC has
still been referring to the
original guidance document.
We also need to note in the
revised guidance document
that the fallback positions may
refer to terms agreed in
Schedule A, but which APAC
may have amended via its
Schedule B. To this extent, this
fallback position may not
really work for all in the same
manner and any changes
made thereto by a region
needs to be indicated in the
guidance document.
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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17

Otherwise, any region will

think that they can use the
same term and expect
approval by the other regions
without qualification.
 We’ve also seen instances
where clients don’t
understand the set-up in APAC
where each market has a
different set of laws and
governed by a separate
regulator. We need our own
people to point this out and
explain to global clients at the
first instance of engagement.

 X-region handoff template or

intranet site by client, where
contracts can be pulled up, as
opposed to digging for the last
contract executed by say
Nokia.

 Pre-approved fallback
language and approvals (which
need an owner to update
periodically)
 NTS being used as opposed to
redlines (Regional Product
suggestion)
 Older versions of contracts –
which need to be updated to
the newer versions as part of a
global deal. (Clients expecting

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COMMERCIAL CARDS GLOBAL CONTRACTING PROCESS END-TO-END, AND PROPOSALS FOR ACTION - DRAFT FOR DISCUSSION 10-27-17

redlines to be put into the new

template). Awareness to be
created around this.
 Not sure if it’s possible for the
Business to come up with
guidance (in writing) on
handling of the most
commonly asked/agreed
terms with an operational
aspect – e.g., prior written
notices, securing client’s prior
written consent, etc. which
can help countries accept the
concessions made.
 Online internal legal database
for fallback provisions
 Client facing front end for
contract negotiation – where
redlines can be tracked and
marked up on the platform
itself. (we need 2 sites –
internal and external)
(Regional Product suggestion)
 Legal workshops. Do we need
to educate IMs on contracting
101 (like what Karen Yoong did
for us years back) (Regional
Product suggestion)
 VCA only contract (Regional
Product suggestion)
 Lite contract for Express
clients. (Regional Product
suggestion)

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