Digitalisation of the EBRD Corporate Governance Review Toolkit and Process

Location:

Regional

TCRS Number:

16990

Business sector:

Corporate information

Notice type:

Public

Status:

Approved

PSD disclosed:

07 Dec 2022

Project Description

As part of its Legal Transition Programme, the EBRD conducts corporate governance reviews (“CG Review”) of its selected investee companies, which enables an assessment of the basic corporate governance structure of a potential client in a consistent and impartial manner. This enables Banking teams to identify possible improvements of the clients’ corporate governance practices either as a source of transition impact or as a response to particular governance risks that have been identified.

These improvements can then be defined as standalone measures or as more comprehensive Corporate Governance Action Plans (“CGAP”) which the client is expected to implement during the life of EBRD investment. The CG review process is predominantly conducted in-house by the Legal Transition Team (“LTT”). In recent years, prompted by the climate change crisis and supported by the emergence of environmental, social and governance (“ESG”) considerations in investments, investors and other stakeholders are putting ever-increasing pressure on companies to take into account the impact of their business operations on the environment, society, human rights aspects and the broader economy. The global regulatory landscape around sustainability is shifting rapidly, with new climate-related disclosure requirements being developed and implemented in the UK, EU, Australia, New Zealand, Japan, China, Hong Kong, Canada and the USA. In view of the above, EBRD now intends to enhance and adapt its existing Corporate Governance Toolkit (“CG Toolkit”) to the new realities, which will entail digitalising the CG review process to the maximum possible extent and ensure that data collected are captured into a database. This will serve to effectively evaluate and enhance governance practices in a larger number of EBRD’s investee companies in order to support its further activities in policy reform and draw lessons learned and policy directions for future activities.

It is proposed to conduct a detailed review of the EBRD Corporate Governance Toolkit benchmark against comparable best practice examples and develop a screening and assessment tool accordingly, capturing the most relevant governance-related matters for different categories of EBRD clients. In particular, it is expected that the Project will include:

  • Analysing existing corporate governance frameworks and toolkits (including internationally recognised ESG and climate-related disclosure standards), and good market practices for corporate governance (including diversity at the management and the Board levels) for the purposes of identifying questions and topics not captured by the current CG Toolkit;
     
  • Reviewing the existing CG Toolkit, redrafting it to the extent necessary and adapting it into versions applicable to various types of business entities, such as small and medium enterprises (disaggregated by sex, age & location), family-owned companies, listed companies, financial institutions, funds, state-owned for both basic models of governance structures (one-tier and two-tier). The overall objective of this work stream shall be to minimise reduce efforts needed to obtain and process data pertinent to a review of the investee’s governance practices; Including the selected elements on ESG analysis into the CG Toolkit, taking into account the need to capture only those items that are relevant from the aspect of a company’s governance and the need to avoid duplication of analysis done by other departments in the Bank;
     
  • Automating and digitalising the CG Toolkit (including relevant manuals and guidance notes) with the aim of conducting the CG Review of EBRD investee companies through a process of online completion of CG questionnaires, which, when answered, shall serve to identify the current level of corporate governance practice in these companies and automatically generate documents that identify weaknesses and propose action points to address them (by establishing basic CG action plans with template wording);
     
  • Providing relevant technology support for implementing the revised CG Toolkit and ensuring integration/interoperability with other relevant process, databases, digitalisation initiatives and investment approval and client interaction solutions within EBRD as well as providing a supporting Methodology on how to use the new CG Toolkit;
     
  • Testing the upgraded innovative CG Toolkit on several pilot transactions and presenting the Toolkit’s functionalities through case studies of the EBRD clients that have used the new Toolkit.

Given that the initiative deals with improving EBRD’s processes, the main beneficiary of the Project is EBRD. However, the Project is also expected to benefit EBRD’s current and prospective investee companies by providing to them, where relevant, streamlined data on the state of play of their governance practices and potential improvement measures.

Understanding Transition

Further information regarding the EBRD’s approach to measuring transition impact is available here.

Business opportunities

For business opportunities or procurement, contact the client company.

For business opportunities with EBRD (not related to procurement) contact:

Tel: +44 20 7338 7168
Email: projectenquiries@ebrd.com

For state-sector projects, visit EBRD Procurement:

Tel: +44 20 7338 6794
Email: procurement@ebrd.com

Any competitive selections for business opportunities relating to this project will be published on the EBRD's website: Consultancy Procurement Opportunities.

General enquiries

EBRD project enquiries not related to procurement:
Tel: +44 20 7338 7168
Email: projectenquiries@ebrd.com

Access to Information Policy (AIP)

The AIP sets out how the EBRD discloses information and consults with its stakeholders so as to promote better awareness and understanding of its strategies, policies and operations following its entry into force on 1 January 2020. Please visit the Access to Information Policy page to find out what information is available from the EBRD website.

Specific requests for information can be made using the EBRD Enquiries form

Independent Project Accountability Mechanism (IPAM)

If efforts to address environmental, social or public disclosure concerns with the Client or the Bank are unsuccessful (e.g. through the Client’s Project-level grievance mechanism or through direct engagement with Bank management), individuals and organisations may seek to address their concerns through the EBRD’s Independent Project Accountability Mechanism (IPAM).

IPAM independently reviews Project issues that are believed to have caused (or to be likely to cause) harm. The purpose of the Mechanism is: to support dialogue between Project stakeholders to resolve environmental, social and public disclosure issues; to determine whether the Bank has complied with its Environmental and Social Policy or Project-specific provisions of its Access to Information Policy; and where applicable, to address any existing non-compliance with these policies, while preventing future non-compliance by the Bank.

Please visit the Independent Project Accountability Mechanism webpage to find out more about IPAM and its mandate; how to submit a Request for review; or contact IPAM  via email ipam@ebrd.com to get guidance and more information on IPAM and how to submit a request.

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