Corporate governance codes in the EBRD region [EBRD

Voluntary Corporate Governance Codes are an important element of the corporate governance national framework. They contribute to raise national corporate governance standards and practices by adding voluntary requirements to the national framework’s statutory provisions.

Companies are not bound by the provisions of the code. If they deem preferable to set aside specific code provisions, they can do so by explicitly stating their reasons (this is the "comply-or-explain" mechanism). On one hand, this flexible mechanism allows authorities to easily monitor companies' compliance with the rules. On the other hand, codes are proven to be an incentive for companies to grow towards better governance practices at their own pace, without having to revolutionise their internal structures and procedures.

There are different types of codes: they can be the product of private or public initiatives, they can be endorsed by the Government, a Securities Commission or stock exchange, they can be incorporated into secondary legislation or listing requirements, they can have the form of mere recommendations or include a “comply-or-explain” clause, requiring companies to issue statements with their Annual Report.

The EBRD is committed to “encourage companies where it invests in (whether directly or indirectly) to observe local codes of corporate governance in the spirit of best international practice” (the Principles of Corporate Governance published by the Organisation for Economic Co-operation and Development - OECD).

The EBRD has gathered a list of codes available in its countries of operations. Please select the country from the scroll down menu below.

Read more about corporate governance codes in the EBRD region:

Corporate governance codes and their implementation (0.3Mb); by Eddy Wymeersch, Law in transition - 2006: Strengthening corporate practices