Corporate Governance Sector Assessment

The 2024 update of the Albania Corporate Governance Report, prepared under the EBRD’s Legal Transition Programme, assesses the country’s corporate governance framework and the practices of ten among its largest companies, covering banks, energy, retail, manufacturing and wholesale sectors. Albania has no listed companies with equity trading, and disclosure obligations and governance practices remain modest. The legal framework is built around the Company Law, the Law on Statutory Auditing, the Law on Banks, and—more recently—the Law on Beneficial Ownership (2020, amended 2022), as well as new reforms for banks and public enterprises adopted between 2022 and 2023. The Albanian Corporate Governance Code (2011) remains voluntary and unused.

Boards are small, and disclosure on qualifications is almost non existent: only one bank reports director qualifications. Albania allows both one tier and two tier systems, but the two tier model becomes hybrid when supervisory council members may be appointed by the general meeting, limiting board authority. Seven companies report having independent board members, but definitions of independence are vague, inconsistent, and lack positive criteria. Committee structures are limited: only the three banks disclose having audit committees, and these comprise both board and non board members. Gender diversity is still low (15%, up from 6.2% in 2017). Boards do not disclose their activities, and there is no practice of board evaluation or corporate secretaries.

Transparency and disclosure remain weak, though improving slowly. Nine companies now publish annual reports (up from four in 2017). Six companies (banks and regulated entities) publish IFRS compliant consolidated statements. Beneficial ownership disclosure has improved following the 2020 law. Corporate websites are generally sparse, with limited non financial information, and companies do not disclose compliance with the CG Code. External auditor names are disclosed, but independence assessments are unclear and only one auditor report includes a formal independence statement.

Internal control systems are underdeveloped. Banks and regulated entities must have internal audit functions, but audit committees are often composed of non board members and lack clear mandates. Only one bank discloses a compliance function, and whistleblowing—despite a 2016 law—is rarely implemented. External auditors can provide non audit services (except for banks and listed companies), and disclosure on this is limited. Related party transactions are regulated by law, but approval processes lack independence due to weak board composition and insufficient transparency.

Shareholder rights are defined by law. Shareholders representing 5% can call a GSM and request agenda items; proxy and electronic participation are allowed; major decisions require supermajority; and derivative suits are permitted. However, cumulative voting is absent, GSM disclosures are minimal, and shareholders’ right to ask questions during the meeting is not clearly stated. Insider trading is prohibited, but enforcement is unclear. Pre emptive rights exist only for LLCs, raising uncertainty for JSCs.

The institutional environment remains weak. Albania’s stock exchange trades only government bonds; corporate governance oversight by regulators is limited; and rulings are not systematically published. The CG Code is voluntary and unmonitored. Corruption indicators remain a concern, although Albania’s rankings have slightly improved since 2017. International audit firms are active, but international law firms and rating agencies have limited presence. Recent reforms—the establishment of APEX (2023) for SOE oversight and new banking governance rules—represent progress, though too recent to affect overall ratings.

Overall: Albania shows incremental progress in transparency, gender diversity, IFRS reporting, and ownership disclosure. However, governance practices remain weak overall—particularly in board effectiveness, independence standards, committee functioning, non financial disclosure, and enforcement. Despite positive legislative reforms (notably in banking and SOEs), practical implementation and monitoring need substantial strengthening to align Albania with international governance standards

The 2023 update of the Armenia Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both the legislation and practical application of corporate governance in Armenia. Building on previous assessments, the report benchmarks Armenia’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on recent legislative developments and the governance practices of the country’s ten largest listed companies, providing an updated comparison with earlier reviews.

Recent years have seen notable reforms, including amendments to the Banking Law, Securities Market Law, Accounting and Auditing Laws, and the adoption of a Law on Whistle-Blowing. The Corporate Governance Code is applied on a “comply or explain” basis and a new draft code is pending approval to address ESG and gender issues. Most large companies now operate under a two-tier board system, with improvements in board independence and audit committee establishment, though gender diversity remains limited. Transparency has advanced, with companies regularly publishing annual reports and financial statements in line with IFRS, and disclosing beneficial ownership. However, non-financial disclosures and details on board activities are still limited, and the implementation of the Corporate Governance Code is inconsistent.

Shareholder rights are well protected, with cumulative voting, pre-emptive rights, and access to information, though enforcement of insider trading rules and effective protection of minority shareholders still require attention. The institutional environment supporting corporate governance is improving, with active oversight from the Central Bank and the stock exchange, but liquidity remains low and some legislative inconsistencies persist. Overall, Armenia’s ratings for most governance areas have improved since the last assessment, reflecting steady progress towards international best practices. Nevertheless, further reforms are needed to enhance board effectiveness, improve the quality of disclosures, and ensure robust internal controls and shareholder protections across all sectors.

In Azerbaijan, the corporate governance framework is mainly included in the Civil Code, the Law on Banks the Law on Insurance Activity, the Law on Accounting, and the Law on Internal Audit. The Azerbaijan Corporate Governance Standards were adopted in 2011 and became mandatory for companies where the Azerbaijani Investment Company has made equity investment in 2014, while remaining voluntary for others. Companies with more than fifty shareholders are organised under a two-tier board system where the CEO cannot be chair of the board. Boards seem to have very little authority over the company’s strategic functions, and they are not entitled by law to appoint or dismiss executives. Boards are generally small with very limited gender diversity. Insurance companies and companies listed on the exchange’s Premium Segment are required to have independent directors (for other companies this is merely a recommendation). The implementation of many requirements/recommendations (e.g. board members’ independence, liability and fiduciary duties, activities, functioning and evaluation of the board) could not be verified as the disclosure on these issues is very scarce. The organisation of board committees and the internal control framework do not appear to be in line with best practices. External auditors are allowed to provide non-auditing services, and are not subject to rotation obligations. For most companies, disclosures in annual reports are limited to financial information, while websites are generally incomplete and not easily accessible. Most of the basic shareholders rights are granted by law, and major corporate decisions are subject to supermajority. Related party transactions and conflicts of interests are regulated. Regulation on insider trading and self-dealing exists, but it does not seem to be enforced in practice. There is no clear legislation on shareholders agreements.

Overall, the institutional environment promoting corporate governance in Azerbaijan needs to be strengthened. The relevant authorities do not seem to have an active role in promoting good governance practices. Corporate Governance Standards exist but do not appear to be taken as a reference, as none of the ten largest companies disclose any information about their compliance therewith. Listed companies do not seem to pay much attention to requests by stakeholders, and international organisation indicators show a framework where corruption is still perceived as a critical problem.

In Belarus, the corporate governance framework is provided by the Civil Code, the Law on Business Entities, the Law on the Securities Market, the Law on Accounting and Reporting, the Law on Auditing Services and the Listing Rules issued in 2017 by the Belarusian Currency and Stock Exchange (BCSE). A Set of Rules on Corporate Governance (i.e., the Belarusian Corporate Governance Code) was approved in 2007. The Rules are voluntary and recommend companies to develop their own corporate governance code. In terms of progress since previous report, the new (2017) Listing Rules provide some requirements to the composition of supervisory boards and committees, yet they do not seem to have practical significance due to scarcity of (equity) listed companies.

The legal framework does not clearly set either a one-tier or a two-tier board structure, although in general it appears to be more tailored to two-tier arrangements. In open joint stock companies (“OJSCs”) with more than 50 shareholders there is a mandatory supervisory board/board of directors, while the establishment of a management board (“collegial executive body”) is optional. The law does not assign to the board some of the key functions and responsibilities and boards do not appear to have a strategic role. Gender diversity at the supervisory boards of the companies is fair, with 24.4% of board seats in our sample occupied by female directors, a notable improvement from our 2016 assessment. We also note some progress since our previous review. In particular there has been an improvement in disclosure of composition of supervisory boards, and in the case of banks, also the committee structures became more sophisticated due to developments in the banking regulation.

Financial disclosure seems to have improved since our last assessment since all companies included in our sample disclosed their financial statements in line with IFRS, as well as the information on their external auditors. Non-financial disclosure is still poor in the case of both companies and banks, but there is a clear gap between the quality of disclosure offered by banks and other companies.

All companies are required to appoint a “control commission” or an “inspector”, but there is no evidence that this body is adding value. The requirement that the head of the internal audit function is a member of the audit committee is not in line with best practices as it poses a risk of conflicting interests. Further, the fact that the board is in charge for appointing the external auditor, the possibility to provide non auditing services to audited entities, the lack of requirement for rotation and the extremely limited disclosure on these matters, raises some doubts about the independence of the external audit. Overall, there have been some improvements in the transparency of the external audit, composition of audit committees (at banks) and revision commissions since our previous assessment, but the regulation and practices did not change substantially.
By law, shareholders enjoy numerous rights; however, there is no evidence that the shareholders’ rights are enforceable in case of breach. Positive changes since our previous review include the legislation of shareholder agreements, and improved disclosure to shareholders.
The stock exchange is illiquid and the relevant authorities do not seem to have an active role in promoting good governance practices. The set of Rules on Corporate Governance were enacted to provide some best practices reference to companies, however they do not seem to be treated as a reference. The National Bank is a key initiator of governance initiatives, focused on the financial sector, while other institutions traditionally less active in this area. The recent campaign of listings and the governance-related requirements in Listing Rules are certainly steps in the right direction, although their impact is yet to be fully seen.

Bosnia and Herzegovina is composed of two autonomous Entities: the Federation of Bosnia and Herzegovina (“FBH”) and the Republika Srpska (“RS”). Corporate governance in the FBH is regulated by the Law on Companies; the Law on Banks and the Law on Accounting and Audit. To note also a Joint Stock Company Regulation issued by the Securities Commission and a number of Decisions and Guidelines issued by the Banking Agency of the Federation of Bosnia and Herzegovina. In 2009, the Sarajevo Stock Exchange issued its own Corporate Governance Code to be implemented under the “comply or explain” approach. Corporate governance in the RS is regulated by the Law on Companies, the Law on Banks and the Law on Accounting and Audit. In 2006 the Securities Commission issued the Standards of Corporate Governance, which were revised in 2011. The Standards can be considered the Corporate Governance Code in place in RS, and are to be implemented on a “comply or explain” basis.

Joint stock companies in the FBH and banks in both Entities are organised under a two-tier board system. Companies in the RS are organised under a one-tier board system, however if there are more than two executive directors, then a separate executive board must be established. Boards appear to be small, with limited gender diversity and possibly lacking the appropriate mix of skills. It appears that, in contrast to banks, there are no requirements for qualification of companies’ board members. In FBH, companies are recommended to have independent directors; in the RS, this is a legal requirement. There are different definitions of independence in both Entities. In FBH and in banks in both Entities audit committees are obligatory (in RS, the audit committee is optional), but members of that body cannot be board members. In both Entities the law provides for fiduciary duties, conflicts of interest and for board member liability.

Companies are required to publish annual reports including non-financial information; however, disclosures are generally patchy. Financial statements are prepared in line with IFRS. In both Entities, companies are required to have independent external auditors and to disclose their names and reports. Provision of non-auditing services by the external auditor is allowed but restricted. In both Entities, companies and banks are required to have an internal audit function. Related party transactions and conflicts of interest are regulated in both Entities; however, it seems that related-party transactions remain an issue. A new law on whistleblowing protection has recently been approved.

Basic shareholders rights are granted by law. Shareholders agreements are not regulated by law or subject to any formalities.

Stock exchanges exist in both Entities and trade on both exchanges is organised in different segments with different transparency requirements. Corporate Governance Codes exist in both Entities; however their implementation is very limited. We could not find any evidence of monitoring in place on how companies comply with the Codes. International organisations indicators reveal that the framework is in need of reform, since corruption is still perceived as a problem.

The primary sources of corporate governance legislation in Bulgaria are the Law on Public Offering of Securities, the Law on the Independent Financial Audit, the Law on Commerce, the Law on Accountancy and specific corporate governance regulations for banks included in the Ordinance of the Bulgarian National Bank No 10 of 26.11.2003 on Internal Controls in Banks. A Bulgarian National Code for Corporate Governance was introduced in 2007 and amended in 2012. The Code is to be implemented under the so-called “comply or explain” approach.

Joint stock companies in Bulgaria can be organised under a one-tier or two-tier board system. Gender diversity at the board is limited and legal entities can be board members. Qualification requirements exist only for bank board members. Public companies are required to have at least one third of the board made up of independent directors, but disclosure on this matter is limited. The definition of independence included in the law is not comprehensive. Public interest companies are required to have an audit committee appointed by GSM, but this committee is not necessarily made up of board members, thus it cannot be accurately classified as “board” committee. There are no independence requirements for audit committee members. It appears that there is no consolidated practice of board evaluation or corporate secretary function. Fiduciary duties, liability of board members and conflicts of interest are regulated by law.

The law requires companies to disclose their annual reports, comprising financial and non-financial information. All ten largest listed companies appear to comply, but disclosure is generally very formalistic and focuses on internal documents rather than practice. Where disclosed, comply or explain statements are rarely informative. Companies are required to disclose financial information in line with IFRS and all ten largest listed companies appear to comply. Joint stock companies are required to have their financial statements reviewed by an independent external auditor and to disclose the auditor’s report. Provision of non-auditing services is allowed, subject to the scrutiny of the audit committee. External auditors are required to rotate after five years, but the practice does not seem to be well implemented. It is not clear how this scrutiny is undertaken as audit committees are not necessarily independent and disclosure on this matter is extremely limited. Internal audit is regulated only for banks, who must also have a compliance function (it is not clear if this is a standalone function).

Most of the basic shareholders rights are granted by law. Shareholder agreements and significant shareholding variations must be disclosed.

The Bulgaria Stock Exchange (BSE) is the main local stock exchange in Bulgaria. Companies in the Premium Market Segment must “commit to apply” the Corporate Governance Code. The stock exchange lists on its website the companies that have made this commitment, however there is little evidence that this commitment is then translated into proper implementation. Indicators provided by international organisations rank Bulgaria moderately well in terms of investor protection and competitiveness, but relatively poorly in terms of corruption.

The 2023 update of the Croatia Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both the legislation and practical application of corporate governance in Croatia. Building on previous assessments, the report benchmarks Croatia’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on recent legislative developments and the governance practices of the country’s ten largest listed companies, providing an updated comparison with earlier reviews.

Recent years have seen notable reforms, including the implementation of relevant EU directives and the revision of the Corporate Governance Code in 2019. Most large companies now operate under a two-tier board system, with improvements in board independence and gender diversity. All ten largest listed companies have audit committees, and the majority disclose having independent supervisory board members. Transparency has advanced, with companies regularly publishing annual and quarterly reports, compliance statements, and financial statements in line with IFRS. The regulatory environment is robust, with active oversight from HANFA and the Zagreb Stock Exchange, though there is still room for improvement in the quality and clarity of non-financial disclosures and explanations for non-compliance with the Code.

Shareholder rights are well protected, with pre-emptive rights, clear voting procedures, and access to information. Insider trading is strictly regulated, and the legal framework for conflicts of interest and related party transactions has been strengthened. The institutional environment supporting corporate governance is sound, with ongoing monitoring and guidance from regulators. Overall, Croatia’s ratings for most governance areas have improved since the last assessment, reflecting steady progress towards international best practices. Nevertheless, further reforms are needed to enhance board effectiveness, improve the quality of disclosures, and ensure robust internal controls and shareholder protections across all sectors.

The primary sources of corporate governance legislation in Cyprus are the Companies Law, the Transparency Law, the Investment Services and Activities and Regulated Markets Law, the Auditors and Statutory Audits of Annual and Consolidated Accounts Law, the Business of Credit Institutions Laws and the Market Manipulation Law. The Code of Corporate Governance was issued by the Cyprus Stock Exchange (CSE) Council in 2002, and was most recently reviewed in 2014. The CSE Code is to be implemented under the so-called “comply or explain” approach, with a stricter obligation of adherence for companies listed on the Main Market segment of CSE.

Companies are organised under a one-tier board system. Boards tend to be relatively large with limited gender diversity. Qualification requirements exist only for bank board members. Banks are required to have a majority of independent directors. The CSE Code provides the same recommendation for larger companies. It appears that at least nine of the ten largest listed companies disclose having independent board members. In contrast to the banking framework, not all key functions of the board – most notably setting up budget and risk profile – are clearly spelled out for companies. Fiduciary duties, liability of directors and conflicts of interest are regulated by law.

Companies are required to publish their annual reports which should include financial (in line with IFRS) and non-financial information. In accordance with the CSE Code and financial markets regulations, every listed company has an obligation to include a report on corporate governance within the annual report.

Companies are recommended to have an internal audit function in place. Banks are required to establish an internal audit department, reporting directly to the board, via the audit committee, as well as a standalone compliance function. Public interest entities are required to set up audit committees, which should be composed of at least two (three in case of banks) non-executive board members; at least one member must be independent and have competence in accounting or auditing matters. Companies’ financial statements are audited by independent auditors. Provision of non-auditing services by the external auditor is allowed, but subject to an “independence test” by the audit committee. There is no rotation requirement for audit firms.

Regulation on shareholders’ rights seems to be comprehensive and generally in line with best practices. Certain major corporate changes require supermajority of shareholders’ votes. Derivative suits are permitted and insider trading and self-dealing are regulated by law and appear to be enforced. Shareholders agreements are enforceable and widely used in practice.

The institutional framework supporting corporate governance seems to be moderately well developed. The CSE is the regulated market in the country. In 2002, the CSE adopted a Corporate Governance Code, which was most recently reviewed in 2014. The level of Code’s implementation by companies does not seem to be actively monitored. International indicators rank Cyprus fairly well in terms of transparency and investor protection perceptions, although its competitiveness performance is relatively poor.

The 2024 update of the Egypt Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both the legislation and practical application of corporate governance in Egypt. Building on previous assessments, the report benchmarks Egypt’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on
recent legislative developments and the governance practices of the country’s ten largest listed companies, providing an updated comparison with earlier reviews.

Recent years have seen notable reforms, including amendments to the Companies Law, new rules for listed companies, and strengthened requirements for board independence and gender diversity. The Financial Regulatory Authority (FRA) now requires boards to be mostly non-executive, with a majority of independent directors, and mandates at least 25% female representation on EGX-listed boards.

Transparency has improved, with more comprehensive reporting obligations and the introduction of sustainability (ESG) reporting. However, challenges remain: disclosures on board qualifications, committee activities, and non-financial information are often limited or vague, and the independence of audit committees is not always assured. Shareholder rights have advanced, with lower thresholds for calling meetings and cumulative voting for board elections, but enforcement of insider trading rules and effective protection of minority shareholders still require attention.

Overall, Egypt’s ratings for most governance areas have improved since the last assessment, reflecting progress towards international best practices. Nevertheless, further reforms are needed to clarify board responsibilities, enhance the quality of disclosures, and strengthen the institutional environment for corporate governance. The 2024 update provides a detailed review of current legislation and practices, offering an up-to-date analysis of Egypt’s achievements and ongoing challenges in corporate governance.

The 2023 update of the Estonia Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both the legislation and practical application of corporate governance in Estonia. Building on previous assessments, the report benchmarks Estonia’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on recent legislative developments and the governance practices of the country’s ten largest listed companies, providing an updated comparison with earlier reviews.

Recent years have seen notable reforms, including the implementation of EU directives on shareholder rights and non-financial reporting, as well as strengthened requirements for related party transactions and remuneration disclosures. Most large companies operate under a two-tier board system, with improvements in board independence and gender diversity, though the proportion of independent directors and women remains limited. Audit committees are now mandatory for public interest entities, but independence requirements are not always met, and board committees beyond audit remain rare. Transparency has advanced, with companies regularly publishing annual reports and financial statements in line with IFRS, and disclosing beneficial ownership and related party transactions. The quality of non-financial disclosures is generally good, and compliance with the Corporate Governance Recommendations (CGR) is high, though the CGR itself has not been updated since 2007 and lacks coverage of some key topics.

Shareholder rights are well protected, with clear procedures for calling meetings, pre-emptive rights, and access to information. Insider trading is strictly regulated, and the legal framework for conflicts of interest and related party transactions has been strengthened. The institutional environment supporting corporate governance is robust, with active oversight from the Financial Supervision Authority and the NASDAQ Tallinn Stock Exchange, though monitoring reports are infrequent and the CGR would benefit from a comprehensive review. Overall, Estonia’s ratings for most governance areas remain strong, reflecting steady progress towards international best practices. Nevertheless, further reforms are needed to enhance board effectiveness, improve the independence of audit committees, and update the CGR to address emerging governance challenges.

The primary sources of corporate governance legislation in Georgia are the Law on Entrepreneurs; the Law on Activity of Commercial Banks; the Accounting and Auditing Law; and the Law on Securities Market. A Corporate Governance Code for Commercial Banks was developed in 2009 by the Association of Banks. The Code is meant to be applied on a “comply or explain” basis, however, there are no mandatory requirements to this end and the Code does not seem to be taken as a reference. There is no corporate governance code for companies.

Companies are organised under a two-tier board system. Supervisory boards (hereafter “boards”) are generally small, with an average of 4.7 members for the ten largest companies. Gender diversity at the board is low. Qualification requirements exist only for banks’ board members. There is no requirement for companies or banks to have independent directors, and only very few companies disclosed having them. Companies are not required to establish board committees. In banks, the audit committee is established by decision of the supervisory board, but the practice is rare. In contrast to the banking framework, approval of the strategy or setting risk profile are not explicit board functions in companies.

Companies are required to include financial and non-financial information in their annual reports; however, corporate governance information provided by companies is often of poor quality and annual reports mainly include financial information only. Financial information needs to be in line with IFRS. Large companies are required to disclose names and reports of their external auditors. Provision of non-auditing services by the external auditor is allowed, but disclosure on this matter is extremely limited.

Only banks are required to have an internal audit function in place, but the majority of companies in our sample also disclosed having one. Banks are also required to have a separate compliance function, but there is no disclosure on this. Only banks seem to be required to set up audit committees; however the law only vaguely regulates its composition. Large companies are required to appoint an independent external auditor, and all auditors declare to be independent, but it is not clear who should run the “independence test”. Rotation of the external auditor is not required.

Minority shareholders can call a general shareholders meeting (GSM) and ask questions at the GSM. Supermajority is required to approve major corporate changes. It is not clear if shareholders can propose new items to the GSM agenda or if they have inspection rights. Shareholders are also entitled to bring a derivative claim, but it depends on the approval of shareholders. Cumulative voting seems to be used in practice. Shareholders agreements do not need to be disclosed and are very rare in practice. It is not clear whether they are enforceable.

The institutional framework supporting good corporate governance needs improvement. There is no corporate governance code for companies, and the there is no evidence that the Code for banks is used as a reference. The National Bank of Georgia (supervisor/regulator for the whole financial market) has the authority to address corporate governance failures and compel appropriate remedial action. International organizations’ indicators place the country very well in terms of strength of investor protection, and relatively well on corruption perception and competiveness.

Primary sources of corporate governance legislation in Greece are the Law 2190/1920 on Companies Limited by Shares, the Law 3016/2002 on Corporate Governance, Board Remuneration and other Issues, the Law 4261/2014 on Access to the Activity of Credit Institutions and Prudential Supervision of Credit Institutions and Investment Firms, the Law 3693/2008 on Harmonisation of Greek Legislation with Directive 2006/43 on Statutory Audits and the Law 3556/2007 on Transparency Requirements for Issuers. To note also the Law 3864/2010 on Establishing the Fund for Financial Stability, that includes a set of corporate governance provisions applicable the four systemically important banks in the country. A Corporate Governance Code, which is to be applied on a "comply or explain" basis was adopted in 2011 and has been revised in 2013. However, it seems that this concept has not been fully understood: at least one third of the listed companies in Greece has drafted its own corporate governance code and provides comply or explain declaration on this, which cannot be considered good practice.

Joint stock companies in Greece are organised under a one tier system. The law does not assign to the board some of the key functions and responsibilities. Gender diversity at the board is very limited. Further, legal entities can be board members; which raises some doubts. Companies and banks are required by law to prepare and publish an annual report, including financial and non-financial information. Disclosure on key corporate governance matters seems to be generally comprehensive, with significant room for improvement in the area of disclosure on board’s and committees’ activities and meetings.

Banks and listed companies are required to establish an internal audit function. Basic shareholders rights are provided by law. Cumulative voting is possible if provided by the Articles. The Articles can also provide certain shareholders with the power to appoint up to one third of the board. It is not clear how this process is conducted in practice and whether those directors owe fiduciary duties to the company and all shareholders or only to shareholders that have appointed them. The institutional framework supporting good corporate governance is generally sound. The stock exchange is liquid and well capitalised. The Corporate Governance Code is well shaped on legislation so to address those issues that are not sufficiently regulated by law. However, implementation and monitoring of the Code should be improved.

The primary sources of corporate governance legislation in Hungary are Act V of 2013 on the Civil Code; Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises; Act CXX of 2001 on the Capital Market; and Act C of 2000 on Accounting. In 2004, the Corporate Governance Committee of the Budapest Stock Exchange issued the Corporate Governance Recommendations which were reviewed in 2007 and 2012. Public disclosure of compliance with the Recommendations under the so-called “comply or explain” approach is mandatory.

On paper, listed companies in Hungary can be organised under a one- or two-tier board system, however the prescribed “two-tier system” is in reality a “hybrid” system, where the supervisory board has a marginal role and decision making is retained by the management board and general shareholders’ meeting. We believe this approach should be reconsidered. Board of directors (in one-tier system) and supervisory boards (in the two-tier system) are required to be composed of a majority of independent directors. Gender diversity at the board is very low. The majority of the surveyed companies disclose carrying out board evaluations.

Disclosure of non-financial information is detailed in most areas. Annual reports include both a corporate governance report and financial statements (prepared in line with IFRS).The law requires companies to disclose basic information on external auditors, as well as information on non-auditing services provided by them. Companies are recommended to have an internal audit function, whereas banks are required to have both internal audit and compliance functions. Public companies and banks are required to establish an audit committee appointed by the general shareholders’ meeting from the board of directors’/supervisory board’s independent directors, and reporting to one of those boards, depending on the structure in place. The effectiveness of the audit committee in two-tier companies is questionable due to very marginal role assigned to the supervisory board. All limited companies must have their financial statements audited by an independent external auditor, whose independence is subject to audit committee scrutiny.

Shareholders in Hungary have access to comprehensive financial and non-financial information, as well as inspection rights. Minority shareholders are entitled to call a GSM, add items to the agenda, and start derivative claims. Supermajority is required to approve most major corporate changes. Cumulative voting is not foreseen. Shareholder agreements are considered enforceable, but there are no obligations to disclose them. The share register of companies – including public ones – is to be maintained by the board of directors of the company.

The institutional framework supporting corporate governance practices seems to be relatively well developed, however room for improvement exists. It is not clear if the reporting by companies on compliance with Corporate Governance Recommendations is monitored, as we could not locate any monitoring report. Since 2013, the Hungarian Central Bank has assumed all competences from the former HFSA. Indicators provided by international organisations rank Hungary moderately poorly in terms of competitiveness, investor protection and corruption.

The primary sources of corporate governance legislation in Jordan are the Companies Law, the Securities Law, the Banking Law and a number of Instructions and Regulations issued by the Jordanian Securities Commission and the Central Bank of Jordan. Further, the Corporate Governance Code for Banks (issued) is meant to be a model upon which banks can draft their own corporate governance codes. There are two additional national corporate governance codes in Jordan: the Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange (Code for Listed Companies), which contains both mandatory provisions based on the compulsory requirements of laws, regulations and instructions, and voluntary provisions which companies can implement on a “comply or explain” basis; and the Jordanian Corporate Governance for Private, Limited Liability and Non-listed Public Shareholding Companies (Code for Unlisted Companies), which is purely voluntary.

Joint stock companies are organised under a one-tier board system, while banks are required to be organised under a two-tier system. All board members are required to be shareholders. Banks are required and companies are recommended to have independent directors. These two requirements seem misaligned. Legal entities may serve on boards and the majority of the ten largest listed companies appear to have corporations sitting on their boards. Gender diversity at the board is very low. Listed companies are required to establish an audit committee and to have an internal auditor, whereas banks are additionally required to establish other committees and a separate compliance function. The audit committee is composed of three non-executive board members. The Code for Listed Companies recommends that two of these members should be independent directors, and that one of them should be appointed as the committee chairperson. Disclosure requirements mostly focus on financial reporting and on the relationship with the external auditor. The ten largest listed companies disclose information on their board composition, general shareholders’ meetings’ minutes and share capital. However, disclosure on the composition of committees, board’s and committee’s activities, Articles of Association, and beneficial ownership is very limited.

Important rights, such as pre-emptive rights and cumulative voting rights, are not granted by law. Additionally, the right to call a general shareholders’ meeting can only be exercised by shareholders representing 25% of the share capital, which seems excessively high. Supermajority is required to approve major corporate changes, but not for asset sales. Derivative suit is not a developed concept under Jordanian law.

The institutional environment promoting corporate governance in Jordan seems to be fairly developed, but key reforms would benefit the advancement of current efforts. The extent to which the codes are implemented does not seem to be monitored. Case law and Securities Commission’s rulings are hardly accessible. Some key corporate governance issues are not regulated and international organisations indicators show a framework where investor protection is still perceived as a critical problem.

The 2023 update of the Kazakhstan Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both the legislation and practical application of corporate governance in Kazakhstan. Building on previous assessments, the report benchmarks Kazakhstan’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on recent legislative developments and the governance practices of the country’s ten largest listed companies, providing an updated comparison with earlier reviews.

Recent years have seen some reforms, including the establishment of the Astana International Financial Centre (AIFC) and Astana International Exchange (AIX), as well as ongoing work to revise the national corporate governance standards. Most joint stock companies operate under a one-tier board system, with the CEO as the only executive director permitted on the board. Boards are generally small and diverse, but gender diversity remains very weak (9.6%). Independent directors and board committees are required by law, but compliance is inconsistent, and committees are not always chaired by independent directors. The general shareholders meeting can overturn board decisions, which undermines board authority, and there is little practice of board evaluation.
Transparency has improved, with most large companies publishing annual reports and financial statements in line with IFRS, but disclosure of non-financial information and board activities remains limited. External audits are standard, but the provision of non-audit services is not regulated, potentially affecting auditor independence. There is no legal requirement to disclose compliance with the corporate governance code, and monitoring by regulators is limited.

Internal audit functions are recommended for all companies and mandatory for banks, but only half of the largest companies have audit committees chaired by independent directors. External audit is well established, but independence tests and auditor rotation are not clearly regulated. There is no comprehensive whistleblowing legislation, and internal audit practices need improvement. Shareholder rights are generally well protected, with supermajority requirements for major changes and cumulative voting in board elections. Shareholders representing 10% of capital can call meetings, and pre-emptive rights are provided. The law allows for “squeeze-out” of minority shareholders and requires registration of shareholdings. However, enforcement of insider trading rules and directors’ dealings disclosure is weak, and there is little case law on shareholder rights.

The institutional framework supporting corporate governance needs improvement. International audit, law, and rating firms are present, but the stock exchange and regulators are not very active in promoting good governance. The corporate governance code is outdated and lacks effective implementation mechanisms. Corruption remains a perceived concern, though Kazakhstan performs relatively well in global competitiveness and investor protection indices.

In general, Kazakhstan’s corporate governance framework shows progress in financial reporting and shareholder rights, but faces ongoing challenges in board effectiveness, transparency, internal controls, and institutional support. Further reforms are needed to strengthen board independence, improve disclosure practices, and update the corporate governance code to align with international standards.

The primary sources of corporate governance legislation in Kosovo are the Law on Business Organizations, the Law on Banks, the Law on Publicly Owned Enterprises, and the Law on Accounting, Financial Reporting and Audit. A Corporate Governance Code for Publicly Owned Enterprises (POEs) was enacted in 2010 and reviewed in 2014. The Code represents a model corporate governance code that all POEs are required to adopt.

Joint stock companies are organised under a one-tier system. In banks and POEs the position of the CEO and chair of the board must be separate. Boards do not appear to have a strategic role and they lack objectivity. The law does not expressly assign the boards with all its key functions. The law requires large companies and banks to have independent directors, but in practice none among the ten largest companies disclosed having any. Gender diversity at the board appears to be limited. The definition of independence is provided in three different laws and regulations, which does not help clarity. There is no functioning stock exchange, hence disclosure requirements – which are typical for listed companies – are very limited. In this respect, only banks and POEs are required to prepare and disclose annual reports including financial and non-financial information. Other companies are required to file their annual reports to the business registry, which is publicly accessible in English. The law requires large companies and banks to prepare and disclose their financial statements in line with IFRS and most of the largest companies seem to comply with this requirement.

Banks and POEs are required to have an internal audit function as well as audit committees. However, only in POEs the audit committee must be made only of board members. The practice of having outsider members in the audit committee should be carefully considered. Basic shareholder rights appear to be regulated by law. Cumulative voting is also provided, unless the Articles provide otherwise. Major corporate changes do not require qualified majority at the general shareholders’ meeting.

The Policy and Monitoring Unit at the Ministry of Economic Development (in charge for monitoring the Code’s implementation by POEs.) appears quite active in the promotion of good corporate governance in POEs. The Ministry has a website – albeit only in Albanian – posting some key information about the major POEs in the country. The website also includes a report prepared by the Ministry on the performance and effectiveness of the board of POEs. Indicators by different international organisations, show that corruption is perceived as a problem.

The 2023 update of the Kyrgyz Republic Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both the legislation and practical application of corporate governance in the country. Building on previous assessments, the report benchmarks the Kyrgyz Republic’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on the legal framework and the governance practices of ten large listed companies, providing an updated comparison with earlier reviews.

The legislative framework remains fragmented, with the corporate governance regime anchored in the Law on Joint Stock Companies, the Law on Banks and Banking Activity, the Securities Market Law, and the 2012 voluntary Corporate Governance Code, which is not widely implemented. Joint-stock companies operate under a two-tier board system, but implementation of board independence requirements remains very weak: only one company in the sample discloses having independent directors. Boards are small and lack diversity, with women representing only 8.1% of board members. Qualification requirements apply only to banks, and board committees—mandatory for banks—are rarely disclosed and largely absent in non-bank companies. Corporate secretary functions exist in a few companies but remain mainly administrative, and board evaluation practices are virtually non existent. Transparency and disclosure remain limited despite legal requirements for quarterly and annual reporting. Although most companies disclose financial information in line with IFRS, disclosure of non-financial information, board activities, committees, remuneration, share transactions by insiders, and related-party transactions is generally poor. Only four out of the ten companies under review disclose audited financial statements, and none report on non-audit services, which are allowed and may compromise auditor independence. Corporate governance codes are not disclosed or reported against, and monitoring by regulators is minimal.

Internal control frameworks show little improvement. Banks are required to establish internal audit, compliance, risk, and audit committees, but disclosures do not allow assessment of effective implementation. Listed companies rely on revision commissions rather than audit committees, raising concerns about oversight quality. External auditors are required to be independent, but independence checks are unclear, non-audit services are permitted for non-banks, and rotation requirements apply only to banks. There is no comprehensive whistleblowing legislation, and codes of ethics are absent.
Shareholder rights are generally recognised in law: shareholders with 1% can nominate directors, those with 10% can call a GSM, cumulative voting is available, and supermajority requirements apply to major decisions. However, enforcement gaps persist. There is no explicit right to ask questions at GSMs, disclosures of meeting materials are minimal, and insider trading rules are poorly enforced with no evidence of recent cases. Pre emptive rights can be waived, shareholder agreements are not regulated, and case law is scarce.

The institutional environment supporting good corporate governance remains weak. The Corporate Governance Code has not been revised since 2012, is difficult to access, and lacks monitoring mechanisms. The stock exchange remains small, with low liquidity and limited listed companies, although disclosure systems have modestly improved. International firms have limited presence, and corruption remains a significant challenge according to global governance indicators. While access to court decisions has improved, regulatory rulings are rarely published, and overall institutional support for good governance remains insufficient.

Overall Assessment: The Kyrgyz Republic’s corporate governance framework shows marginal improvements since the previous assessment, particularly in legal provisions around board independence for banks and strengthened banking regulations. However, practical implementation remains very weak. Significant gaps persist across all key governance areas, especially in board independence, transparency of disclosures, internal control mechanisms, and institutional support. Substantial reform efforts will be required for the country to move closer to international best practices.

The 2023 update of the Latvia Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, assesses the country’s corporate governance framework and practices against international standards. The analysis reviews legal provisions and the governance practices of ten among the largest listed companies, drawing on disclosures, corporate documentation, and recent legislative reforms. Latvia has established a comprehensive legislative framework for corporate governance, with the Commercial Law, Financial Instrument Market Law, Audit Services Law and sector-specific regulations forming the backbone of the system. A significant development since the previous assessment is the adoption of a new Corporate Governance Code in December 2020, replacing earlier Principles and broadening the focus to non financial goals, access to information, and the role of the supervisory board. Listed companies must disclose their compliance with the Code under the “comply or explain” approach, and all companies in the sample do so, although some explanations reveal misunderstandings or partial compliance.

Joint stock companies operate under a two-tier system, with supervisory boards generally small (5.5 members on average) and composed of individuals only. While the law does not mandate board independence, the Code recommends that at least half of the supervisory board be independent. Six companies disclose independent members, with four having majority independent boards. Qualification requirements apply in banks, while listed companies follow recommendations. Gender diversity is fair, with women representing 18.18% of supervisory board members – slightly lower than in the previous assessment. Boards commonly oversee strategy, risk, and internal control, but there is limited board evaluation practice and limited disclosure regarding committees and corporate secretaries.

Transparency and disclosure are comparatively strong. Non financial reporting requirements stemming from EU directives are well implemented, including disclosures on environmental, social, human rights, and anti corruption matters. All ten companies reviewed publish annual reports and disclose beneficial ownership, financials in line with IFRS, share capital information, and related party transactions. However, only four companies disclose remuneration policies and none disclose individual directors’ compensation. Disclosures about board and audit committee activities remain limited, and only two companies disclose having codes of ethics.

Internal control practices vary. Banks are required to have internal audit, risk, and compliance functions; other companies may choose to establish these. Audit committees are mandatory for listed companies and banks, but they may include non-board members because committees are appointed directly by the general shareholders meeting. This structure may weaken accountability and continuity. Four companies have internal audit departments, and whistleblowing legislation has been strengthened since 2019, though only two companies disclose whistleblowing policies. External auditors must rotate after ten years, and nine companies comply with this requirement. Non audit services are allowed under strict limits, but none of the companies disclose relevant policies.

Shareholder rights are robust and well enforced. Shareholders representing 5% of shares may call a GSM, propose agenda items, and nominate supervisory board members. Cumulative voting is used in elections of supervisory boards and audit committees. Virtual GSMs have been possible since 2020, although fully virtual meetings require unanimous shareholder approval. Companies routinely disclose GSM materials, voting results, and minutes, and the one-share one vote principle is consistently applied. Insider trading prohibitions and related party transaction rules are comprehensive and largely in line with EU directives, though enforcement evidence is limited. Minority shareholders can initiate derivative suits, and pre emptive rights are generally well protected.

The institutional environment is moderately strong. The Nasdaq Riga stock exchange actively promotes high-quality disclosures, and Latvia benefits from a stable legal framework and strong international competitiveness rankings. The 2020 Corporate Governance Code is comprehensive and aligns with international practices. However, monitoring of governance practices by regulators could be more systematic, and rating agencies have relatively limited involvement in the market.

Overall Assessment: Latvia exhibits a well-developed and increasingly mature corporate governance framework, with notable progress in transparency, institutional environment, and alignment with EU directives. The adoption of the 2020 Corporate Governance Code has strengthened the legal architecture. Nonetheless, challenges remain concerning board independence, disclosure of board activities, operation of audit committees, and embedding of whistleblowing and ethics practices. Overall, Latvia’s system shows strong foundations with room for enhancement in practical implementation and monitoring.

The primary sources of corporate governance legislation in Lebanon are included in the Commercial Code (1942) as amended (“Commercial Code”). Companies and banks are further guided by the Code of Corporate Governance (“CG Code 2006”), the Corporate Governance Guidelines for Listed Companies (“CG Guidelines 2010”), and the Listing Regulations of the Capital Markets Authority (“Listing Rules”). Additionally, Banque du Liban’s (i.e., the Lebanese Central Bank) Basic Decision No. 9382 (“Basic Circular 106”) applies to banks.

In Lebanon, companies and banks are organised under a one-tier board system. The average size of the board is eight members, with gender diversity being very low. Positions of board chair and CEO do not have to be combined, however, this practice still seems widespread. It is an observed common practice for legal entities to serve on boards. This is not a good practice. Banks are required to have an “appropriate number” of independent directors, which in practice is understood as minimum three directors, due to requirements on committee composition, whereas this requirement does not exist for listed companies. In practice, it seems that only banks disclose having independent directors. The law does not expressly assign the board with key functions and responsibilities, nor does it clearly define directors’ fiduciary duties. Liability for board members and conflict of interest are regulated by law, but regulation does not appear to be comprehensive.

Listed companies and banks are required to prepare and publish their financial statements in line with International Financial Reporting Standards (IFRS) and have their statements audited, and most companies in our sample seem to comply with these requirements. However, non-financial disclosures are lacking in many respects. All ten largest companies disclose the composition of their boards, but only the five banks in our sample disclose the qualifications and experience of their board members.

The banking regulations and Listing Rules assign responsibilities to the board and the audit committee with respect to establishing and overseeing a system of internal controls. Banks are required to establish internal audit functions, compliance units as well as risk management functions. Both banks and listed companies are required to establish audit committees that include non-executive board members. In banks, audit committees must be chaired by an independent director, while in listed companies this is only recommended. However these committees do not need to include a majority of independent board members. Audit committee’s activities are rarely disclosed.

The board is in charge of calling the General Shareholders’ Meeting (GSM). Notice and agenda of the GSM must be given at least 20 days in advance. Shareholders representing 20% of the share capital are empowered by law to request/call a GSM themselves. This threshold seems too high. The law and the CG Code endorse the principle of one-share-one-vote as a general rule.

The institutional environment for promoting good corporate governance in Lebanon has room for improvement. In 2006, Lebanon’s first Corporate Governance Code was developed by the Banque du Liban (BDL) as a voluntary code that aimed to inspire good practices in both listed and non-listed corporates. Unfortunately, the Code does not seem to be taken as reference. While there is no particular corporate governance code governing banks, BDL has issued numerous circulars on corporate governance. These circulars act as a guide and establish general principles, allowing banks to adapt the directive according to their needs. It appears that there are inconsistencies in the legislation, and case law is hardly accessible. International organisation indicators show a framework where corruption is still perceived as a critical problem.

The primary sources of corporate governance legislation in Lithuania are the Civil Code; the Law on Companies; the Law on Banks; the Law on Audit; and the Law on Securities. The Corporate Governance Code for the Companies Listed on NASDAQ OMX Vilnius was introduced in 2006 and reviewed in 2009. The law and the Listing Rules require listed companies to include an annual statement of how they have applied the main principles of the Code. A special template is to be answered by listed companies, where they are required to explain their practices even when they declare to comply with the principles (so-called “comply and explain” approach).

The law allows a large amount of flexibility for companies to decide about their organisational structure, with both supervisory board and board of directors being merely optional. Within this flexible approach, it is not always entirely clear how companies are organised in practice. Board size is generally small and with limited gender diversity, but with a diversified mix of skills. The Code recommends having a sufficient number of independent directors, however, present definitions of independence concentrate on negative “non-affiliation” criteria only. Listed companies and banks are required to set up audit committees which must include at least one independent member, but these committees are not necessarily “board” committees, as they are often made up of “outsiders” and do not necessarily report to the board. The law is silent on some key functions of the board (e.g., budget, risk). It appears that there is no established practice of board evaluation and none of the ten largest listed companies disclosed having a corporate secretary in place.

Companies are required to disclose financial information (IFRS) and a fair amount of non-financial information, and the ten largest listed companies in the country appear to comply well with this requirement. The only negative note relates to disclosure on board and committees meetings and activities. Companies and banks are required to have an internal audit function. Large companies and banks are required to have their financial statements audited by an independent external auditor. The provision of non-auditing services is restricted under the audit committee’s scrutiny.

Basic shareholder rights seem to be adequately regulated, cumulative voting is broadly used and major corporate changes require supermajority at the general shareholders’ meeting. Insider trading is prohibited and it appears that in the last five years several cases on insider trading were investigated. Shareholder agreements seem to be permitted. The institutional framework supporting good corporate governance in Lithuania is relatively advanced. Nevertheless, some key corporate governance issues in the law and the Code deserve some reflection and regulatory reforms would improve the transparency of the monitoring processes. A generally sound institutional framework is also confirmed by international organisations’ competitiveness, investor protection and corruption indicators.

The 2024 update of the Moldova Corporate Governance Report, conducted under the EBRD’s Legal Transition Programme, reviews both thelegislation and practical application of corporate governance in Moldova. Building on the previous 2017 assessment, the report benchmarks Moldova’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on recent legislative developments and the governance practices of the country’s ten largest companies, providing an updated comparison with the earlier review.

Since the previous analysis, significant progress has been made, including the adoption of a new Corporate Governance Code and enhanced requirements for banks regarding board independence, internal control, and disclosure. Gender diversity on boards has improved, with female representation rising from 13.5% in 2017 to 22% in 2024. Transparency has also advanced, with more companies publishing financial statements and governance declarations online. However, challenges remain: the legal framework still lacks clarity in assigning key board responsibilities outside the banking sector, and the independence and effectiveness of audit and revision commissions are limited. Shareholder rights have improved, particularly in terms of access to information and voting procedures, but high thresholds for convening meetings and incomplete enforcement of related party transaction rules persist.

Overall, Moldova’s ratings for most governance areas have improved since 2017, reflecting steady progress towards international best practices. Nevertheless, further reforms are needed to strengthen board effectiveness, enhance transparency, and ensure robust internal controls and shareholder protections across all sectors. The 2024 update provides a detailed review of current legislation and practices, offering an up-to-date analysis of Moldova’s achievements and ongoing challenges in corporate governance.

The 2023 update of the Mongolia Corporate Governance Report, prepared under the EBRD’s Legal Transition Programme, reviews both the corporate governance legislation and the practices of ten among the largest listed companies in Mongolia. The assessment examines alignment with international standards across five key areas—board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the institutional environment—benchmarking progress since 2017 and highlighting gaps that persist. The analysis draws on Mongolia’s Company Law, the Law on Securities Market, the Law on State and Local Property, sectoral legislation, and the Corporate Governance Code (revised most recently in 2022), along with disclosures made by major listed companies.

Mongolia operates a one tier board system with mandatory separation of the board chair and CEO. Boards are among the largest in the EBRD region (average 9.4 members), in part due to a legal minimum of nine, which may be excessive for some companies. Independent directors must constitute at least one third of boards of state owned and listed companies, and all sample companies meet this threshold; however, definitions of independence remain limited and none of the companies explains the basis of their independence assessments. Gender diversity has improved significantly—from 3.33% in 2017 to 13.8% in 2023—but remains weak by international standards. Committee structures have strengthened: most companies now have audit, remuneration, and nomination committees, and independent directors occupy on average 37% of board seats. Nevertheless, disclosure on qualifications is limited, board evaluations are absent, and key board functions—approval of budgets, strategy, and risk appetite—are not clearly assigned to boards under the Company Law.

Transparency and disclosure practices continue to show weaknesses despite improvements. All ten companies under review publish annual reports and financial statements in line with IFRS, and eight disclose external auditor reports—significant progress since 2017. However, non financial disclosure remains poor, with limited information on board activities, qualifications, committee work, environmental and social matters, and corporate governance compliance. Articles of association are disclosed by only half of the companies. Although companies must disclose remuneration, confidentiality practices in the market make compliance ineffective in practice. Only three companies have adopted codes of ethics, and no company discloses compliance with the Corporate Governance Code, despite recommendations and, for top tier (Class I) issuers, a requirement to follow the Code. Enforcement remains weak, with low sanctions and limited evidence of regulatory follow up.

The internal control environment has room for improvement. Banks must have internal audit functions, but among listed companies only three (out of eight in Class I) have established internal audit departments. There is no legal requirement for banks to have a standalone compliance function, although risk committees are mandatory. Audit committees must be composed of two thirds independent directors, and seven companies disclose having them—an improvement from 2017—but disclosure on their activities remains sparse. External audit quality has improved, with widespread rotation of auditors and the use of independent audit firms, although companies do not disclose use of non audit services. Related party transactions and conflicts of interest are regulated but weakly implemented, with only one company disclosing conflict of interest frameworks. Whistle blower protection legislation remains absent.

Shareholder rights are generally well protected under law. Shareholders may convene general meetings (10% threshold), nominate directors (5%), add agenda items, and exercise cumulative voting. Supermajority requirements apply to major corporate changes, although the term “supermajority” is undefined following the annulment of a previous Supreme Court interpretation. Shareholders enjoy inspection and pre emptive rights, and may pursue derivative suits regardless of ownership threshold, while share registers are maintained by an independent depository. However, disclosure of GSM materials is limited, golden shares remain permitted in privatisation processes, and self dealing rules are vague and poorly disclosed. Remote participation at GSMs was encouraged during the pandemic but has not been codified.

The institutional environment shows both improvements and continuing structural challenges. The Mongolian Stock Exchange remains small, illiquid, and shallow, although disclosures through its website have improved and more information is available in English. The updated 2022 Corporate Governance Code expands the scope of governance expectations—especially regarding environmental, social, and oversight practices—and empowers boards to oversee compliance. However, implementation mechanisms remain weak, as does monitoring by regulators. International audit and law firms operate in Mongolia but the presence of rating agencies remains limited. Governance training for directors and secretaries is mandatory and widely available. International indicators continue to highlight systemic concerns, particularly regarding corruption, auditing standards, and rule of law performance.

Overall Assessment: Mongolia’s corporate governance framework shows gradual improvement, particularly in board independence, gender diversity, disclosure of audited financials, and uptake of board committees. The update of the Corporate Governance Code in 2022 marks an important development. However, key challenges persist: non financial transparency is weak, the internal control framework remains underdeveloped, shareholder rights—while strong on paper—are not fully supported by practice, and institutions responsible for promoting governance quality lack effectiveness. Further reforms and stronger enforcement will be needed to bring Mongolia closer to international standards.

The primary sources of corporate governance legislation in Montenegro are the Law on Business Organizations; the Law on Banks; the Law on Accounting and Auditing; and the Law on Securities. In 2009, a Corporate Governance Code was adopted aiming at improving corporate governance practices of listed companies. The Code is to be implemented according to the so-called "comply or explain" approach.Joint stock companies are organised under a two-tier system while banks under a one-tier system. Boards are generally small, with some gender diversity. It seems that legal entities can serve as board members. Fiduciary duties, liability of board members and conflict of interests are regulated by law, however case law on these issues is very limited. Listed companies are not required to appoint independent directors, and the Corporate Governance Code contains a rather vague recommendation on this matter. In the case of banks, boards are required to be composed of at least two persons who are "independent from the bank", but the criteria which determine their independence are not comprehensive. Companies are not required to establish an audit or any other board committees but only "auditing boards", which do not fulfil the same function. In the case of banks, the law requires them to set up audit committees. In both cases, these committees can be composed of "outsiders" (i.e., non-board members) and thus cannot be accurately classified as board committees. There are no independence requirements for audit committees or auditing board members.Large entities are required to prepare and disclose their financial statements in line with IFRS and to appoint independent external auditors. Provision of non-auditing services is restricted, but there is no requirement to rotate the external auditor. In banks, external auditors are appointed by the board, which raises some doubts. Annual reports include mainly financial information. Companies listed into "A" and "B" listing segments of the Stock Exchange are required to report their compliance with the Corporate Governance Code, but we could not find any compliance statements.Large legal entities and banks are required to have an internal auditor who must meet certain qualifications. Banks are additionally required to establish a compliance function. Only a small minority of the surveyed companies —all banks— disclose having an internal audit in place, and compliance functions do not seem to be dealing with ‘compliance risk’.

The primary sources of corporate governance legislation in Morocco are the Commercial Code, the Investment Charter, the Law on Partnerships, Limited Partnerships, Limited Partnership by Shares, Limited Liability Companies and Joint Ventures; and the Law on Public Limited Companies. In 2008, the National Corporate Governance Commission issued the Moroccan Code of Corporate Governance. The Code has been complemented by three annexes over the years. The Code recommends companies to implement its recommendations pursuant to the so-called "comply or explain" approach; however, this approach has not been transposed in mandatory legislation and in practice companies do not seem to take the Code’s recommendations as a reference.

Companies in Morocco can be organised under a one- or two-tier system. In the one-tier system, adopted by most listed companies, the role of CEO and board chair can be combined. The law vests the board with the broadest powers but fails to assign the board (except in banks) with the authority to approve the company strategy, budget and risk profile. All board members are required to be shareholders and legal entities may serve on boards, an observed common practice. The law does not require companies (with the exception of banks) to have independent board members, it only requires them to have a majority of non-executive members. Only the Corporate Governance Code recommends listed companies to have a sufficient number of independent board members. The definition of independence included in the Code is not comprehensive. Gender diversity at the board is very limited.

Disclosure of non-financial information by companies is limited. Companies are required to disclose their financial statements and annual reports mainly include financial information only. Banks are required to prepare their financial statements in line with the IFRS. Other companies can choose between the IFRS and the Moroccan GAAP.

Companies are recommended and banks required to establish an internal control function. Banks are also required to establish a compliance function. It seems that a number of companies combine the compliance and internal audit functions, which is not a good practice. Banks are required, and companies are recommended, to set up an audit committee. Companies are required to have their financial statements audited by an independent auditor, appointed by the general shareholders’ meeting. Publicly listed companies and banks are required to have two external auditors.

Basic shareholder rights seem to be adequately regulated by law.

The Casablanca Stock Exchange (CSE) is the main local stock exchange in Morocco. Its market capitalisation appears to be around 50% of the country’s GDP and it has three listing segments; however, none of them requires higher corporate governance standards. When looking at the indicators provided by international organisations, Morocco is not well positioned in terms of competitiveness, ease of doing business and corruption.

The principal legislation on corporate governance in FYR Macedonia is found in the Law on Trade Companies, the Law on Securities, the Law on Banks, and the Basic Principles of Corporate Governance in Banks. A Corporate Governance Code was approved by the Macedonian Stock Exchange in 2006. Companies listed in the Special Listing segment of the Macedonian Stock Exchange are required to disclose their compliance with the Code on a "comply or explain" basis. Companies can be organised under a one-tier system or a two-tier system, which is mandatory for banks and more common among largest listed companies. Boards of companies do not appear to have a strategic role and they lack objectivity. The law does not explicitly assign to the board of companies all of its key functions, however in banks the framework is clearer in this respect. Companies and banks are required to have independent directors, however, due to lack of disclosure the extent to which companies comply with this requirement is not clear. There are at least two definitions of independence and neither addresses positive criteria that a board member needs to meet to be considered independent.

All companies are required to include non-financial information in their annual reports, but it appears practices in that area could be improved. Listed companies must provide this information to the stock exchange and the regulator and are subject to fairly comprehensive on-going disclosure obligations. Listed companies and banks are required to develop an internal control system, overseen by an internal audit function, audit committee and the board. Setting up an audit committee is recommended to companies and required for listed companies and banks. In companies, the audit committee is created by the board but the composition and scope of activities is undetermined, which creates space for inadequate practices.

Basic shareholder rights seem to be well regulated by law and major corporate changes require supermajority. The institutional framework supporting good corporate governance is generally sound, but there is room for improvement, notably in relation to the quality, accessibility and consistency of information being disclosed by companies and regulators. The stock exchange has approved a Corporate Governance Code, but only companies listed in the Super Listing segment – which currently consist of only one company – are required to disclose their level of compliance with the Code.

DRAFT FOR CONSULTATION. COMMENTS ARE WELCOME

The primary sources of corporate governance legislation in Poland are the Code of Commercial Companies; the Act On Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies; the Act On Trading Financial Instruments; the Accounting Act; the Act on Statutory Auditors; the Banking Act; and the Resolution of Banking Supervisory Commission on systems of internal control. A Code of Best Practice for WSE Listed Companies was approved by Warsaw Stock Exchange in 2002, reviewed and amended in 2005, 2007, 2012, 2016 and 2021. Listed companies are required by law and the Listing Rules to report on their compliance with the Code (so-called “comply or explain” approach). All ten largest listed companies disclose how they comply with the Code. Nine companies also provide explanations in case of non-compliance, the majority of which appears to be meaningful.

Joint stock companies are organised under a two-tier system, where the general shareholders meeting (GSM) appoints the supervisory board and the latter appoints the management board. However, the statute can provide otherwise (this rule does not apply to banks). Supervisory boards of the ten largest listed companies are generally well-sized, with gender diversity nearing above 26% of the board, one of the highest in the EBRD region and a further improvement from our 2017 assessment. Legal entities cannot be supervisory board members. There are limited law requirements concerning the qualification of board members, but it appears that the boards of the ten largest listed companies have a diversified mix of skills. The Code also recommends that at least two members of the supervisory board should be independent and all ten largest listed companies seem to comply with this recommendation. Board evaluation practices and corporate secretary function do not seem to be well developed. Fiduciary duties, liability of board members and conflicts of interest are regulated by law and elaborated quite extensively in the case law and judicial practice. Disclosure requirements are detailed in the law and appear to be generally well implemented.

Internal control is regulated in detail only for banks, which are required to establish a compliance function and internal audit. Large companies are required to be subject to independent external audit. Public interest companies are required to create an audit committee, appointed by the supervisory board among its members. The audit committee must include a majority of independent members, at least one of whom shall be qualified in accounting and finance. All companies in our sample disclose having an audit committee and in all of them, the committee is made by a majority of independent directors. There is no comprehensive standalone law that protects whistleblowers.

Basic shareholders rights are granted by law and seem generally well implemented. The company’s statute might grant so-called “personal rights” to some shareholders, such as, inter alia, the right to nominate members of the management board or the supervisory board. In addition, certain shares can have double voting rights in certain matters. As part of harmonisation with EU legislation, the GSM is now also competent for deciding on remuneration of the company's management board and supervisory board members, by having the right to approve a remuneration policy for management and supervisory board members at least once every four years and by having a right to conduct advisory votes on the annual remuneration reports on how the remuneration policy has been implemented.

The Warsaw Stock Exchange is a well-functioning exchange, and there seems to be a number of players in the country supporting good corporate governance. The Code of Best Practice for WSE Listed Companies is a comprehensive, regularly updated and well implemented corporate governance code and is complemented by additional guidance and standards. In general, it appears that the institutional framework supporting good corporate governance is sound.

The primary sources of corporate governance legislation in Romania are the Companies Law; the Accounting Regulation; the Capital Markets Law; the Government Emergency Ordinance on Credit Institutions and Capital Adequacy; and the Government Emergency Ordinance 109/2011 on state owned enterprises. In 2008, the Bucharest Stock Exchange (BSE) adopted a corporate governance code addressed to listed companies, to be implemented as "comply or explain". The Code was revised in 2015 and a new Code entered into force in January 2016.

Joint stock companies in Romania can choose between the one-tier and the two tier system. The large majority of the ten largest listed companies are organised under a one-tier system. In the one tier system there is no requirement for the CEO to be separated from the chair of the board. Boards are generally well-sized, but have limited gender diversity. Legal entities can be board members. In banks, the law provides for qualification requirements for board members, while for companies this is only a recommendation. If the audit committee is established, it should have at least one member with experience in accounting or auditing. There are at least two definitions of independent directors, one in the law and one in the Code, which does not help clarity. The definition in Code is more comprehensive and includes some positive criteria (i.e., what it is expected in practice from independent directors).

All companies and banks are required by law to prepare and publish an annual report, which should include financial and non-financial information; the large majority of the largest listed companies appear to formally comply with this requirement. Seven of the companies in our sample disclosed a "comply or explain" statement; however, the quality of explanations is often poor. Following the adoption of the 2015 Code, the Bucharest Stock Exchange has publicly committed to have a leading role in monitoring the quality of disclosure by listed companies. We expect that non-financial disclosure will substantially improve in the following years.

Companies whose annual financial statements are subject to audit (large companies and banks) are required to establish an internal audit function, with direct access and reporting to the board or audit committee. Provision of non-auditing services by external auditors is allowed.

Basic shareholders rights are detailed in legislation and appear to be well implemented. Insider trading seems to be comprehensively regulated by law and enforced. Registration of shareholding appears reliable and well established. Regulation on self-dealing has room for improvement.

Both the right framework and the institutions are present in Romania to ensure the promotion of good corporate governance. The BSE appears to have limited capitalisation, but it is active in promoting good quality disclosure by listed companies. There are a number of inconsistencies in the legislation especially when considering the framework of private companies vs. state owned enterprises. Because some of the largest listed companies are state-controlled, this causes an uneven playing field. Much will depend on how the recommendations of the newly adopted Code will be translated into practice.

DRAFT FOR CONSULTATION. COMMENTS ARE WELCOME

The primary sources of corporate governance legislation in Russia are the Law on Joint Stock Companies, the Law on the Securities Market, the Law on Countering the Illegal Use of Insider Information and Market Manipulation, the Regulation on Information Disclosure by Issuers of Securities and the Law on Banks and Banking Activity. In 2001, a Corporate Governance Code was adopted to be implemented pursuant to the so-called "comply or explain" approach. The Code was revised in 2013 and a new Code was enacted in 2014. The Bank of Russia is the country’s central bank and also acts as regulator for banks and other financial institutions as well as capital markets. The Bank of Russia is therefore actively monitoring the implementation of the CG Code.

Joint stock companies (JSC) in Russia are organised under a one-tier system, where the role of CEO and chair of the board must be separate. Legal entities cannot be board members. Boards are generally well-sized, but have very limited gender diversity. Although recent changes to the law clearly assigned to the board some key functions such as the strategic role in balancing risk and reward and management oversight, the board is not empowered by law to appoint and remove executives; this needs to be provided in the Articles. Companies are required to have independent directors on their board. All ten companies in our sample have an audit committee, and a combined remuneration and nomination committee, all of which seem to include a majority of independent directors and are chaired by independent board members

Preparation of annual reports including financial and non-financial information is mandatory and all ten largest listed companies published comprehensive annual reports; disclosure has improved in quality and informative value since the Bank of Russia started to actively monitor disclosures. Financial information is disclosed in line with IFRS.

Joint stock companies are required to appoint an independent external auditor, who can also provide non-auditing services. Listed companies and banks are required to set up internal audit departments, and the majority of the largest companies appear to comply. Revision commissions, which should not be confused with audit committees and are bodies responsible for the oversight of the company’s financial and business activities, are no longer mandatory since 2018. There is no comprehensive legislation protecting whistle-blowers. Regulation on related party transactions and conflict of interests has been strengthened in recent years.

Most of the basic shareholder rights seem well regulated, but there is limited case law and other information on their enforcement in practice. The law regulates registration of shareholding and shareholder agreements, which are considered enforceable.

The Moscow Exchange is highly capitalised and very liquid. Trading is divided into three tiers with different corporate governance requirements. The First and Second listing Tiers are considered quotation lists, the Third Tier is non-quotation market. To be listed on the First Tier, companies must establish audit, nominations and remuneration committees (or a combination of the latter two), appoint a corporate secretary, establish internal audit and approve dividend, internal audit and corporate secretary regulations. The website of the Moscow Exchange contains comprehensive information on companies’ securities, as well as links to the webpages with financial and non-financial information disclosure. The Moscow Exchange appears to be very active in promoting good corporate governance.

The Russian Corporate Governance Code was developed in 2014, with EBRD assistance. All listed and unlisted JSC are recommended to implement the CG Code’s provisions, and all listed companies are required to present a compliance report in their annual reports. In practice, all the ten companies in our sample disclosed their compliance reports. The quality of the explanations provided by the companies has improved due to provision of disclosure recommendations by the Bank of Russia. The Bank of Russia is monitoring the implementation of the CG Code.

The primary sources of corporate governance legislation in Serbia are the Law on Business Companies; the Law on Banks; and the Law on Capital Market. In 2008, the Belgrade Stock Exchange issued a Corporate Governance Code addressed to listed companies, to be implemented as "comply or explain". In 2011, the Law on Business Entities was amended and listed companies were required to disclose their compliance with a corporate governance code (so-called "comply or explain" approach). In 2012, the Chamber of Commerce and Industry of Serbia also developed its own corporate governance code, which is voluntary and addressed to all companies. Among the ten largest listed companies, it appears that the majority takes as a reference the Code of the Belgrade Stock Exchange, however a few companies also refer to the Code of the Chamber of Commerce and Industry.

Companies in Serbia can be organised under a one-tier or two-tier system, the latter being more common among the largest listed companies. The law assigns to the board most of its key functions, except for the approval of the budget. Boards of listed company are required to have at least one independent member. In banks, the boards must be made up of at least one third of independent members. Legal entities can be board members; this approach raises some doubts. Gender diversity at the boards of the ten largest listed companies is among the highest in the EBRD region. Listed companies are required to create an audit committee, while banks are also required to create other committees. It is common practice for committees to include non-board members. It seems that the law also allows executives to sit in committees, which is a major weakness.

Companies are required to disclose a significant amount of financial and non-financial information, and largest companies appear to generally comply with the requirements. Financial statements must be in line with the IFRS. Companies and banks are required to establish an internal control system and have an internal auditor. Banks are also required to have standalone compliance and risk management functions. Medium, large, listed companies and banks are also required to have an independent external audit. The provision of non-auditing services by the external auditor is restricted and they are required to rotate on a regular basis.

The law grants shareholders all basic rights related to the general shareholders meeting as well as other general protections and access to corporate documents. The institutional environment promoting corporate governance seems to be fairly developed, but key reforms would benefit the advancement of current efforts. International organisations’ indicators reveal that corruption is still perceived as a problem.

The 2023 update of the Slovak Republic Corporate Governance Report, prepared under the EBRD’s Legal Transition Programme, assesses the alignment of the Slovak corporate governance framework and practices with international standards. The review covers the legislative environment and the practices of ten among the largest companies comprising listed companies and major banks, evaluating governance in five core areas: structure and functioning of the board, transparency and disclosure, internal control, shareholder rights, and the broader institutional ecosystem. The assessment reflects data available as of December 2021 and highlights progress and remaining gaps. Slovakia’s corporate governance framework is grounded in the Commercial Code, the Banking Act, the Securities and Investment Services Act, and the Accounting Act. The Corporate Governance Code—first issued in 2002 and last revised in 2016—is implemented on a comply or explain basis. However, despite a reporting template published to support meaningful disclosure, very few companies use it, and the quality of disclosures varies significantly. Only one bank and one company in the sample use the recommended template, and explanations for deviations are often inadequate. Recent progress largely stems from the transposition of EU directives (e.g., SRD II, Non Financial Reporting Directive), rather than domestic reform.

Companies in Slovakia operate under a mandatory two tier system, with a supervisory board and a management board. However, unlike in many jurisdictions, the general shareholders’ meeting retains the authority to appoint and remove both boards unless articles state otherwise, which undermines supervisory board authority and weakens accountability lines. Supervisory boards are generally well sized (7.7 members on average), and gender diversity is now among the highest in the EBRD region: women comprise 25.67% of directors—up from just 7.4% in the previous assessment. Nonetheless, the presence of independent directors remains extremely limited: only one company reports having independent board members, and these are employee representatives. Audit committees are required for public interest entities, but they may include non board members and are appointed by the shareholders’ meeting, which raises concerns about independence and effectiveness. Board evaluations are not undertaken in practice, and disclosure of board activities is weak. Key board functions—such as approval of strategy, budget, and appointment of executives—are not clearly assigned to the supervisory board under law.

Transparency and disclosure practices are mixed. Companies comply with legal requirements for annual reports and IFRS compliant financial statements, with all ten companies filing IFRS accounts—a significant improvement from the previous assessment. Six companies publish GSM minutes, and listed entities disclose articles of association as required. However, transparency regarding board activities, committee work, qualification profiles, beneficial ownership, and share dealings remains limited. Non financial disclosures required under EU regulations are often incomplete, and explanations under the comply or explain regime frequently lack substance. External audit disclosure is strong in terms of naming auditors, but virtually no information is provided on non audit services, and monitoring of auditor independence remains weak.

Internal control systems show uneven development. Internal audit functions are mandatory only for banks, though three non bank companies have voluntarily established them. Banks are not required to have separate compliance functions, a notable gap. Public interest entities must have audit committees, but exemptions allow committees to be replaced by full supervisory boards or by parent level committees, raising questions about competence and independence. Companies generally disclose conflicts of interest and related party transactions in line with IFRS, but there is no evidence of enforcement of rules against misuse of assets or unauthorised transactions. Seven companies have adopted codes of ethics, and whistle blower protection legislation has been in effect since 2015.

Shareholder rights are well protected by law. Basic rights—including equal treatment, pre emptive rights, cumulative voting, derivative claims, and one share one vote—are firmly established. Shareholders representing 5% of capital may call a GSM or propose agenda items. EU aligned reforms have strengthened protections further, including rules for significant related party transactions and say on pay provisions for executive and board remuneration policies. However, enforcement remains weak, particularly regarding insider trading and disclosure of share transactions by insiders. Voting caps are allowed and can limit shareholder influence. Shareholder agreements must be disclosed, though case law on enforceability is scarce. All listed companies disclose voting procedures and GSM minutes.

The institutional environment is moderately developed but shows areas for improvement. The Bratislava Stock Exchange remains small and illiquid, with market capitalisation at just 2.8% of GDP. Corporate governance disclosures on the exchange website are minimal, and non financial information is difficult to access. While international audit and law firms have strong presence, rating agencies are active in only a few cases. The Corporate Governance Code is in place but is not well monitored by either the BSE or the National Bank of Slovakia. International indicators highlight persistent issues: weak competitiveness, middling ease of doing business, and concerns regarding corruption perception. The legal framework is consistent and case law accessible, but institutional support for governance quality remains limited.

Overall Assessment: The Slovak Republic has a solid legislative foundation and has made progress, particularly in gender diversity, IFRS reporting, and alignment with EU directives. However, major structural challenges persist: weak board independence, unclear allocation of supervisory board responsibilities, limited transparency on governance practices, and insufficient enforcement of key rules. Strengthening board authority, improving disclosure quality, enhancing internal controls, and establishing active monitoring of the Corporate Governance Code would substantially improve the country’s alignment with international best practices.

The primary sources of corporate governance legislation in Slovenia are the Companies Act, the Banking Act, the Market in Financial Instruments Act and the Auditing Act. In 2004, the Ljubljana Stock Exchange adopted the Slovenian Corporate Governance Code (revised in 2009), which is to be implemented on a “comply or explain” basis.

Companies in Slovenia can operate under a one- or two-tier board system, which is prevalent in practice. The board size seems adequate and gender diversity at the board is one of the highest in the EBRD region. Employee representation at the board is mandatory. The law is silent on the board authority of approving the company’s strategy, budget and risk appetite/profile. The Corporate Governance Code recommends that at least half of the board members in listed companies are independent, however its definition of independence provides only for negative “non-affiliation” criteria. Adequate qualification for companies’ board members is merely recommended while in banks, board members are subject to fit and proper requirements. Listed companies are required to set up audit committees that must include at least one independent expert on accounting and audit. It seems that this “independent expert” is meant as being an “outsider” (i.e., not a board member). We have some reservations about this solution, as we believe that “board” committee should be composed exclusively of board members. In banks, audit committees must be composed entirely of board members. Banks are also required to set up risk committees and - depending on their size - nomination and remuneration committees.

Companies are required to prepare and disclose annual reports including financial (in line with IFRS) and non-financial information. Annual reports of listed companies must include a corporate governance statement and explain deviations from the Corporate Governance Code’s recommendations. This is adhered to in practice, although some explanations are very formalistic and not much explanatory. Listed companies and banks disclose names and opinions of external auditors in their annual reports.

Companies are merely recommended to create an internal audit function while banks are required to establish it, but it seems to report to the management board, rather than to the board via the audit committee. Banks are also required to establish a standalone compliance function. The law assigns to the general shareholders’ meeting the exclusive authority to appoint the external auditor, upon recommendation of the supervisory board, based on audit committee’s recommendation. The law requires the external auditor to be independent and it is the audit committee that runs the “independence test”. The law requires auditors’ rotation after a maximum of seven consecutive years, which is in line with best practices.

Shareholders with at least 5% of company’s shares can call a general shareholders’ meeting (GSM) and add items to the GSM agenda. Supermajority is required to approve major corporate changes. Self-dealing is regulated and insider trading is forbidden. Derivative action is regulated by law, but procedurally difficult to pursue and it seems that there are no instruments that enable minority shareholder representation at the supervisory board. There is no requirement to disclose shareholders agreements and it is not clear whether they are enforceable.

The institutional framework supporting good corporate governance in Slovenia is relatively advanced. The Ljubljana Stock Exchange seems to be actively monitoring the securities market and promoting good corporate governance. Indicators provided by international organisations rank Slovenia moderately well with regard to corruption and investor protection perceptions, but reforms are needed to improve the country’s competitiveness levels.

The 2022 update of the Tajikistan Corporate Governance Report, prepared under the EBRD’s Legal Transition Programme, assesses the country’s corporate governance framework and the practices of its ten largest companies, which include six banks, one microcredit deposit organisation, two power and utilities companies, and one mining company. Tajikistan has no listed companies with traded equity, and the corporate governance environment remains at a nascent stage of development. The assessment analyses legislation and disclosure practices across five main areas: structure and functioning of the board, transparency and disclosure, internal control, shareholder rights, and the institutional environment. The cut-off date is end December 2020.

Tajikistan has no listed equity market, and the institutional environment for corporate governance remains at an early stage. Although basic legislation exists—covering JSCs, banking, securities, and audit—implementation, monitoring, and disclosure are generally weak. Voluntary Corporate Governance Standards and National Bank “Principles” exist but lack legal force and are not meaningfully applied. Board structures vary, as companies with fewer than 50 shareholders may adopt one tier, two tier, or even no board structure. Disclosure is minimal: four companies do not disclose board composition, and only one discloses director qualifications. Independent directors are not required and only two banks report having them. Gender diversity has improved significantly (22.8% women vs. 6.86% in 2017), but board capacity remains difficult to assess due to poor transparency. Committees are largely absent, and boards often lack authority to appoint or dismiss executives—undermining oversight.

Transparency and disclosure are among the weakest areas. Only two companies publish annual reports, and non financial information (strategy, governance practices, board activities, committee work) is almost entirely missing. While nine companies publish IFRS based financial statements, they are often incomplete or outdated. External auditor information is disclosed by six companies, all using international firms, but non audit services and audit committee activity are not disclosed. Sanctions for disclosure violations are too low to drive compliance. Internal control systems remain underdeveloped. Banks are required to have internal audit and compliance functions, but only a few disclose them. Revision commissions—a legacy requirement—exist in only one company and appear ineffective. Only one company discloses an audit committee, and committee composition or activities are not reported. There are no codes of ethics, no whistle blowing legislation, and no disclosure of related party transactions despite detailed legal provisions.

Shareholder rights are defined by law (GSM participation, cumulative voting for large shareholder bases, pre emptive rights, derivative suits). However, enforcement is limited, and practical implementation is unclear. GSM materials and minutes are not disclosed, only two companies publish meeting notices, and insider trading rules are weakly enforced. Institutionally, Tajikistan’s governance ecosystem remains fragile. CASE is illiquid, regulatory agencies lack capacity and visibility, case law is inaccessible, and corruption perception remains high. While the National Bank has introduced some governance related initiatives for financial institutions, broader corporate governance reform has stalled.

Overall: Tajikistan shows marginal progress in financial disclosure and gender diversity, but significant gaps persist in board effectiveness, transparency, internal controls, shareholder protection, and institutional oversight. Substantial legal, regulatory, and market practice reforms are required to approach international corporate governance standards.

The 2024 assessment reviews Tunisia’s corporate governance framework and the practices of its ten largest listed companies, covering banks, manufacturing, food production and construction materials. The framework is grounded in the Commercial Companies Code, the 2016 Banking Law, sector specific circulars (notably Central Bank Circular 2021 05) and Financial Market Council (FMC) regulations for listed companies. Tunisia also uses a voluntary Corporate Governance Guide (2008, updated 2012), though it remains largely unimplemented. Recent reforms—including new independence rules, expanded disclosure obligations, strengthened banking governance rules and ESG guidelines—have improved alignment with international standards.

Board structure and functioning have improved since 2017, moving from “Weak” to “Fair.” Most companies—including all banks—operate two tier systems, and only two companies still combine the roles of chair and CEO. Boards average just over ten members, though legal entities as board members remain common and disclosure on director qualifications is limited. Independence requirements have strengthened: all banks and most listed companies now disclose independent directors, and minority shareholders can appoint board representatives. Banks have the strongest governance architecture, with mandatory audit, risk, nomination and remuneration committees led by independent non executive directors. However, disclosure on committee activities remains sparse, and non bank companies still permit executives to sit on audit committees. Board evaluations and corporate secretaries are used mostly in banks, and overall practice remains uneven. Gender diversity has improved to 15.7%, among the best in the region.

Transparency and disclosure have improved markedly. All companies publish annual reports and audited financial statements through the stock exchange platform, and disclosures of shareholdings, major investors, strategic statements and GSM minutes are now widespread. Tunisia has not yet implemented IFRS, limiting comparability, but banks voluntarily adopt more extensive disclosures. Six companies follow new ESG reporting guidelines. Nonetheless, gaps remain in governance disclosures: only a few companies publish articles of association, board qualifications, committee compositions or details on board activities, and non audit service disclosures remain limited. This area’s rating improved from “Weak” to “Fair.”

Internal control arrangements remain mixed but are strongest in the banking sector. All companies have internal audit functions, and banks also maintain compliance and risk management units. Audit committees exist in all companies, but only banks consistently ensure independence and financial expertise requirements. Non bank companies still permit executive directors on audit committees, contrary to best practice. External audit rules are robust, though dual auditor requirements for large companies and banks add cost without evident benefit. Ethical frameworks are improving—five companies now disclose codes of ethics—but Tunisia still lacks a whistle blowing regime. Internal control overall remains rated “Fair,” unchanged from 2017.

Shareholder rights have strengthened. Shareholders with 3% (listed) or 5% (unlisted) can call GSMs and add agenda items; minority shareholders can appoint a board member in Main Market companies; and GSM minutes are widely disclosed. Proxy voting is allowed and major decisions require a two thirds majority, but there is still no postal or electronic voting, and agenda notice periods (15 days) fall short of international standards. Ownership transparency is solid, with mandatory disclosure of significant holdings and enforceable shareholder agreements, though IFRS gaps and limits on non financial disclosure still constrain transparency. This area improved from “Weak” to “Fair.”

The institutional environment shows incremental improvement but remains weak overall. The Tunis Stock Exchange (BVMT) has relatively high market capitalisation (16.7% of GDP), two listing tiers and increasing regulatory activity. Oversight is shared between FMC, BVMT and the Central Bank, with recent reforms enhancing governance expectations. Nonetheless, the Corporate Governance Guide remains voluntary and unused, case law access is limited, enforcement is weak, and international indicators continue to reflect governance and competitiveness challenges. As of 2023, 82 companies are listed. The rating remains “Weak.”

Overall, Tunisia has made tangible progress since 2017—particularly in board independence, banking sector governance, transparency, ESG reporting and minority representation. Three areas (board structure, transparency, and shareholder rights) have improved from “Weak” to “Fair.” However, persistent gaps in governance disclosure, committee independence, IFRS adoption, internal control robustness, whistle blower protection and institutional enforcement mean that Tunisia still falls short of international best practice. Continued regulatory strengthening and better implementation—especially outside the banking sector—remain essential for further improvement.

The primary sources of corporate governance legislation in Türkiye are the Turkish Commercial Code (No. 6102) enacted on 13 January 2011 (“TCC”), the Capital Market Law (No. 6362) enacted on 6 December 2012 (“CML”), and the Banking Law (No. 5411) enacted on 19 October 2005, regulations issued by the Banking Regulation and Supervision Agency (“BRSA”) and various Communiques of the Capital Markets Board of Türkiye (CMB) which is the state regulator responsible for supervising the capital market and the activities of publicly traded joint stock companies. The CMB is the entity in charge of adopting and revising the Corporate Governance Principles and is actively promoting their application and monitoring the securities market.

The Corporate Governance Code in Türkiye is represented by the “Principles on Corporate Governance” (“CG Principles”), annexed to the CMB Communiqué II-17.1, first issued in 2003 and revised various times, most recently in 2020 (“CG Communique”). Some of the provisions of the Principles are mandatory (24), others (73) are to be implemented under the so-called “comply or explain” approach.

Most notable developments from the previous assessment include (i) the introduction of the CMB’s CG Reporting Framework in 2019 (developed with the EBRD assistance), and (ii) the Sustainability Principles in 2020, which were appended to the CG Communique. Key progress made is in the way the (listed) companies’ compliance with the CG Principles is monitored by the regulator (CMB), which we consider to be a step in the right direction. The introduction of the CG Reporting Framework by the CMB in 2019 as well as the Sustainability Principles in 2020 seems to have led to better quality disclosures in the Annual Reports by listed companies.

Companies are organised under a one-tier system. The board is in charge of appointing and removing executives. The CG Principles recommend the role of the CEO and chair of the board to be separate, and in the case of combined roles, grounds for such decision should be provided by companies. Two out of the ten largest listed companies disclose having their CEO as a chair of the board. The law and the CG Principles require companies to establish committees and that the majority of the board members be composed of non-executive directors and at least one third of independent directors (in any case, not less than two for companies and not less than three for banks). All ten largest listed companies comply with this requirement. The CG Principles include a fairly comprehensive definition of independence. Audit committees must be entirely composed of independent directors, while other committees have to comprise a majority of non-executive members of the board, but the rest of the members can be executives and non-board members.

Gender diversity at the board is limited, albeit it appears to have improved greatly from the previous report (from 7.89% in 2017, to 14.61% now). Despite the notable improvement, the gender diversity at the board remains below the 25% target recommended by the CG Principles.

The law and the CG Principles require disclosure of a fair amount of non-financial information and companies seem to comply with this requirement, disclosing through their website, the central securities depository’s Public Disclosure Platform or their annual reports information on their board (and committees) composition, directors’ qualifications and independence, board and committee activities, capital, number of shares, major shareholders, transactions by directors with company’s shares, general shareholders’ meeting’s minutes, articles of associations and material events. Companies’ websites are generally complete and updated.

While there is an improvement compared to our previous assessment, explanations remain rather weak and according to the 2019 CG Monitoring Report there seem to be many cases of miscodings, where a company reports ‘Partial’ compliance but the explanation indicates an instance of non-compliance. The 2019 CG Monitoring Report also found a disappointing level of explanations by the companies (in cases of non-compliance) vis-à-vis the standards for a sufficient explanation outlined in the Corporate Governance Reporting Manual, published by the CMB in 2019.

Banks are required to set up a compliance function and to establish a clear separation between the management and control functions. All the companies in our sample disclose their financial reports along with the auditor’s opinion and declare their external auditor to be independent. Related party transactions and conflicts of interest are regulated by law. There is no comprehensive whistle-blowing legislation in place. Yet, seven of the top-ten listed companies in our sample report having internal whistle-blowing protection mechanisms in place.

Basic shareholder rights seem to be adequately regulated by law. Shareholder agreements are common, but they lack specific regulation.

The institutional framework supporting good corporate governance in Türkiye is relatively advanced. Indicators provided by international organisations rank Türkiye moderately well with regard to corruption, competitiveness, and investor protection perceptions.

The 2024 update of the Ukraine Corporate Governance Report, conducted by the EBRD’s Legal Transition Programme, offers a thorough review of both the legislation and practical application of corporate governance in Ukraine. Building on the 2017 assessment, this report evaluates Ukraine’s alignment with international standards across five key areas: board structure and functioning, transparency and disclosure, internal control, shareholder rights, and the role of stakeholders and institutions. The analysis draws on recent legislative developments and the governance practices of the country’s ten largest listed companies, providing an updated benchmark against the previous review.

This latest report highlights significant reforms, most notably the new Law on Joint Stock Companies effective from January 2023, which has introduced greater flexibility in board structures and strengthened requirements for board independence, gender diversity, and the establishment of corporate secretary roles. Transparency has improved, with broader non-financial disclosure obligations and better online access to company information, though the ongoing martial law has temporarily limited some disclosures. Internal control frameworks, especially in the banking sector, have been enhanced, but the adoption of codes of ethics and the enforcement of rules on related party transactions remain areas for further progress.

Shareholder rights have advanced, with lower thresholds for convening general meetings and submitting claims, as well as the introduction of electronic voting. Despite these positive developments, challenges remain in areas such as insider trading enforcement, comprehensive board qualification requirements, and the full implementation of the national Corporate Governance Code. Overall, the ratings for most governance areas have improved since 2017, reflecting Ukraine’s progress towards international best practices. Nevertheless, continued reforms are needed to ensure robust, transparent, and accountable corporate governance across all sectors.

Below, readers can find links to both the 2017 and 2024 update reports, as well as the relevant Ukrainian Corporate Governance Codes. The 2024 update provides a detailed review of current legislation and practices, and offers an up-to-date analysis of the country’s progress and ongoing challenges in corporate governance.

The 2025 assessment reviews Uzbekistan’s corporate governance framework and the practices of ten among its largest listed companies, spanning banking, manufacturing, transport, infrastructure, mining, communications, and construction. Uzbekistan operates a mandatory two tier governance structure and has undertaken substantial reforms since 2020—particularly in prudential regulation, SOE governance, capital market legislation and disclosure requirements. Despite these advances, implementation gaps, weak enforcement and limited board independence continue to constrain governance quality across the listed sector.

Legislative reforms have reshaped the governance landscape. Amendments to the Law on Joint Stock Companies strengthened some supervisory board powers, introduced mandatory independent directors for listed companies, and reinforced audit‐committee requirements. The Law on the Capital Market and updated Central Bank regulations for banks have further modernised governance expectations, including “comply or explain” obligations for banks. Major SOE reforms—such as the 2021–2025 SOE Reform Strategy, Presidential Decree No. 101 on mandatory board committees, and new SOE governance rules—represent substantial steps toward professionalisation and reduced state involvement via privatisation. However, the national Corporate Governance Code (2015) remains outdated, voluntary, and weakly implemented.

Board structure and functioning remain among the weakest areas. Supervisory boards average 8.6 members, with an appropriate separation between management and oversight, but independence is almost absent—only one company reports an independent director. Independence criteria are narrow and unclear, and director qualifications (except in banks) are not regulated. Gender diversity is also low (10.9%), with no legal requirements to support improvement. Audit committees are mandatory but poorly implemented: only two companies disclose having them, and only one reports composition. Supervisory boards often lack authority to approve long term strategy, budgets or CEO appointments unless explicitly delegated, which fundamentally weakens oversight. There is no practice of board evaluation, no corporate secretarial function comparable to OECD standards, and little disclosure of board activities.

Transparency and disclosure show uneven progress. Companies must publish annual reports on their websites, the regulator’s portal and the stock exchange, and most comply. All companies disclose supervisory and management board composition, and beneficial‐ownership disclosure—while voluntary—is becoming more common. Financial reporting is the strongest area: all companies publish audited statements, nine comply with IFRS, and four now provide full IFRS notes (up from one in 2020). However, non financial disclosure remains minimal: almost no company reports board qualifications, committee work, meeting frequency or governance practices. Related‐party transaction disclosures remain limited due to a narrow statutory definition and weak enforcement. Administrative fines for non compliance remain too low to ensure proper disclosure.

Internal control systems remain weak despite modest improvements. Internal audit functions are required and widely established, but audit committee oversight is largely ineffective due to lack of independence, limited expertise and poor implementation. External audit standards require independence, but oversight mechanisms are unclear, non audit services are unrestricted and undisclosed, and auditor rotation is no longer mandatory. Ethics frameworks have improved significantly in SOEs following UzSAMA’s 2023 Model Code of Ethics, and a new Law on Conflicts of Interest for SOEs (effective end 2024) has strengthened safeguards. Nevertheless, whistleblowing provisions remain fragmented, and related party oversight remains inconsistent and often outdated relative to international standards. Revision commissions exist but do not substitute for effective board level oversight.

Shareholder rights are broadly established but weakened in practice. Core rights include cumulative voting, pre emptive rights, a 75% supermajority for major decisions, and access to corporate documents. GSM agendas must be disclosed 21 days in advance, and shareholders may attend in person, by proxy or electronically. However, major reforms since 2020 have weakened minority protections: shareholders may now nominate independent directors only if explicitly allowed in the charter, and mandatory separate voting for independent directors undermines the impact of cumulative voting. Insider trading rules exist but are weakly enforced, sanctions are minimal, and beneficial ownership disclosure is unregulated (though practiced by eight companies). Non financial disclosure gaps further limit shareholders’ ability to exercise oversight.

The institutional environment remains underdeveloped and is the weakest area of the assessment. Capital markets are shallow, and UZSE listing rules—even on the Premium Segment—offer minimal governance requirements. Enforcement of governance rules by regulators and the exchange remains limited, and the Corporate Governance Code has not been updated since 2015. Case law accessibility is limited, governance monitoring is almost nonexistent, and corruption indicators remain problematic. By contrast, governance reforms in the SOE sector have been more dynamic, with structured reform strategies, new ownership agency roles, independent director nomination programmes, and annual SOE reports. Nonetheless, institutional drivers for governance compliance across the market remain weak.

Overall, Uzbekistan has made meaningful legislative and policy progress—especially in banking regulation, SOE governance and financial disclosure—but governance practices among listed companies remain weak due to limited board independence, incomplete internal control systems, low non financial disclosure and insufficient regulatory enforcement. Without stronger implementation, clearer independence criteria, enhanced board authority and improved enforcement, Uzbekistan will continue to fall short of international governance standards despite ongoing reforms.

The main legal sources in West Bank and Gaza are two distinct Company Laws: the Jordan Companies Law No. 12/1964 (with all its amendments introduced before 2008) applicable in the West Bank; and the Commercial Companies Law No. 18/1929 applicable in the Gaza Strip. In addition, the Banking Law No. 9/2010 (which superseded the Banking Law No. 2/2002) includes corporate governance provisions for banks, money changers and microfinance institutions. In addition, banks are required to comply with the Palestine Monetary Authority’s Corporate Governance Instructions from 2017. There is “Code of Corporate Governance in Palestine” (“CG Code”) however it does not seem to be taken as a reference.

In the West Bank and Gaza, companies and banks are organised under a one-tier system. Banks are required to split the roles of the board chair and CEO, whereas in listed companies this is only a recommendation. The average size of the board is ten members and board members are required to be shareholders. It is an observed common practice for legal entities to serve on boards. This is not a good practice. Gender diversity observed at the board level is very low. Banks are required to have at least two independent directors and board committees need to include or be chaired by them. In listed companies, this is just a recommendation. In practice, it seems that only banks disclose having independent directors on their boards. The law does not expressly assign the board with key functions and responsibilities, nor does it clearly define directors’ fiduciary duties. Board responsibilities in banks, however, seem to be adequately regulated by the banking regulations. Liability of board members and conflict of interest are regulated by law, but regulation does not appear to be comprehensive.
Listed companies and banks are required to prepare and publish their financial statements in line with International Financial Reporting Standards (IFRS), and all companies and banks in our sample seem to comply with these requirements. Non-financial disclosures are lacking in many respects and there is a clear gap between the quality of disclosure offered by banks and other companies included in our sample. Listed companies and banks are required by law to appoint an external auditor and disclose their names, which nine out of the ten companies included in our sample did.

Internal control framework is regulated primarily with respect to banks, who are required to establish internal audit functions, compliance units as well as risk management functions. Banks are required to have audit committees. Most of the largest listed companies also established audit committees despite not being required to do so. In banks, these committees must be chaired by an independent director, they do not need to include a majority of independent board members. In practice, we have not found a single case of a board committee having majority of independent directors. The disclosure on the independence of audit committee members and the committee’s activities is weak.

The board is in charge of calling the General Shareholders’ Meeting (GSM). Notice and agenda of the GSM must be given at least 14 days in advance, which is less what best practice suggests. It seems that shareholders representing 15% of the share capital may request the board to call a GSM, which seems excessively high. Cumulative voting is not required and seems it is not implemented in practice. The law and the CG Code endorse the principle of one-share-one-vote as a general rule.
The institutional environment (i.e., basic market and institutional infrastructure) for promoting good corporate governance in West Bank and Gaza has room for improvement. The CG Code was adopted in 2009 and has not been updated since. It also does not seem to be taken as a reference and none of the companies in our sample disclose any “comply or explain” statements. International audit firms and ratings agencies are present and active in the country. It appears that there are inconsistencies in the legislation, and case law is hardly accessible. Some key corporate governance issues (such as audit committees in listed companies) are not regulated.