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Good corporate governance is essential for companies wishing to access external capital and for countries aiming to stimulate private sector investments. If companies are well run, they will prosper. Poor corporate governance weakens the company’s potential and paves the way for financial difficulties and even fraud.
As an international financial institution with a mandate to promote private sector development, the EBRD has special reason to be concerned with the issue of corporate governance. As one of the largest lenders and investors in central and eastern Europe and the Commonwealth of Independent States, the EBRD must satisfy itself that enterprises and financial institutions in receipt of Bank financing are properly organised under domestic legislation and that their treatment of shareholders, customers, suppliers and other stakeholders is transparent and complies with that legislation. Under the Agreement Establishing the Bank, the EBRD’s equity investments are limited to a minority position. The Bank is, therefore, particularly concerned with how its investee companies treat their shareholders and whether minority shareholders are able to have their legal rights enforced effectively. These concerns led the EBRD to take an early, proactive approach to the development and enforcement of sound principles of corporate governance in all its countries of operations.
The EBRD takes a two-pronged approach to promoting corporate governance: through integrity checks and the terms and conditions of its investment operations, the Bank assesses and influences the internal structure and operation of those enterprises to which it intends to lend or invest. Sound corporate governance and the integrity of an enterprise will continue to be an integral component of the EBRD’s due diligence exercise before it makes any financial commitment. Further, through its Legal Transition Team, the EBRD fosters the appropriate external environment – an extensive and effective legal and regulatory framework – supporting sound corporate governance practices.
The major reform projects undertaken by the EBRD over the years in the area of corporate governance include:
In addition, the EBRD undertakes a Corporate Governance Sector Assessment project to gauge the quality of corporate governance-related laws and regulations in transition countries. It uses a checklist based on the OECD Principles of Corporate Governance. To complement its assessment, the EBRD launched the 2005 Legal Indicator Survey. The aim of the survey is to assess how the legislation, together with the local institutional framework, in each country works to create a functional corporate governance legal regime. The two initiatives assist the Bank to better understand legal developments in the region and serve as a reference for countries formulating reform. Similar sector assessments are undertaken with reference to securities markets, insolvency, concessions and secured transactions.
From the latest assessments on corporate governance three main conclusions can be drawn. First, countries that have developed a solid institutional environment can generally offer a better legal framework. Nevertheless, this alone is not enough to provide investors and minority shareholders with adequate protection against abusive behaviours. The sound environment needs to be coupled with a corporate governance framework in line with international standards and with an effective civil procedural framework. Second, consistent with previous studies on shareholder and creditor rights in transition countries, the survey shows that new EU member states and candidate countries, while displaying a better institutional environment, do not systematically outperform other transition countries with regard to the effectiveness of disclosure or redress mechanisms. Lastly, even excellent laws can suffer from poor implementation. This undermines the usefulness of legal provisions and diminishes the confidence of foreign investors in the legal system as a whole. Most transition countries need to upgrade their commercial laws to standards that are generally acceptable at an international level. Even more importantly, they must make those laws fully effective, particularly through strengthening their court systems, tackling corruption and adopting appropriate measures to strengthen the rule of law. Supervision and enforcement require qualified and sophisticated corporate governance professionals in the public sector, for example, market regulators and judges. This is an area where international financial institutions and bilateral donors should play a role in providing financial and technical assistance.
We endorse international standards to promote transparent and efficient capital markets and sound corporate governance practices.
Voluntary Corporate Governance Codes are an important element of the corporate governance national framework.
The assessment is part of the EBRD's efforts to promote good corporate governance in the Bank's countries of operations.
The survey aimed to complement the Bank's assessment of corporate governance legislation.
Improving the corporate governance system of its investee companies is part of our commitment to apply sound banking principles.