2001年-世界发展银行全球_Corporate_Governance_Country_Assessment___Republic_of_Croatia_49页_479kb

报告摘要

Corporate Governance Assessment of the Republic of Croatia (2001)

I. Executive Summary

Croatia's corporate governance system is based on civil law, with elements influenced by London securities rules and international accounting and auditing standards. The country has two public exchanges: the Zagreb Stock Exchange (ZSE) and the Varazdin Over-The-Counter (OTC) Market, both structured into three tiers. Most companies are listed on the third tier, which has minimal disclosure and listing requirements. The top tiers have fewer companies but stricter requirements, such as a 25% free float of shares.

The corporate governance structure reflects Croatia's transition from social ownership to capitalism, ongoing privatization efforts, recent economic distress, and regional conflict. Interest in corporate governance is increasing due to the potential for growth in the corporate sector, particularly through privatization. This report benchmarks Croatia's system against the OECD Principles of Corporate Governance, which are considered core standards in the international financial architecture.

Key areas for improvement identified in the report include:

Disclosure of ownership and control
Effectiveness of shareholders' meetings
Business practices of supervisory boards
Audit practices of external auditors

Recommendations for reform are detailed in Section IV and the Annex.

II. Description of Practice

A. Capital Market Overview

Legal Framework: Croatia's corporate legal structure is based on civil law. The primary laws governing publicly traded companies are the 1993 Company Law, the 1995 Law on Issuance and Sale of Securities (amended in 1998), and the 1997 Law on the Takeover of Joint Stock Companies.
Market Structure: There are two public exchanges:
- Zagreb Stock Exchange (ZSE): Founded in 1991, with three tiers. As of 2000, it had a market capitalization of Kuna 22.2 billion (US$ 2.6 billion), representing 13.4% of GDP.
- Varazdin OTC Market: Founded in 1993, with three primary tiers. Its market capitalization was Kuna 5.6 billion (US$ 652 million), or 3.9% of GDP.
Ownership Structure:
- Over 350,000 individual retail investors hold shares, mostly from voucher privatization.
- Approximately 230,000 people received shares as compensation after the regional conflict.
- Around 100,000 small shareholders have bought shares, often on deferred payment plans.
- Investment funds are regulated by the 1997 Law on Privatization Investment Funds and the 1995 Law on Investment Funds.
- The government is a shareholder in many listed companies, but full ownership disclosure is not mandatory.
Regulatory Bodies:
- Croatian Securities Depository Agency (SDA): Established in 1997, it operates as the central registry for securities and provides electronic clearing, settlement, and depository services.
- Croatian Securities Commission (CroSec): Oversees all securities trading and has the authority to investigate and refer cases to commercial courts or the prosecutor-general.
- ZSE: Supervises the stock market, sets listing rules, and has the authority to de-list issuers or refer cases to the Commission.
- Varazdin Market: Governed by a supervisory board of brokerage representatives, with no formal regulatory body beyond CroSec.

B. Shareholder Protections

Shareholder Rights and Registration:
- Two types of shares are issued: preferred and common. Common shares have voting rights, while preferred shares are non-voting unless dividends are unpaid.
- Share registration is handled by the company or another designated entity. Only registered shareholders are considered legal shareholders.
- The Company Law allows for share deposit with a bank ten days before the shareholders' meeting.
Shareholder Meetings:
- Shareholders have the right to vote on key matters such as changes to statutes, capital adjustments, and the appointment of auditors.
- Meetings must be announced 30 days in advance and published in the official gazette, Narodne Novine.
- Shareholders may submit counterproposals, which must also be published in the gazette.
- Shareholders can introduce agenda items, but they are not circulated to other shareholders.
Market for Corporate Control:
- Shareholders must notify the acquiree and publish information in the company journal and Narodne Novine when acquiring 10%, 20%, 1/3, 50%, 2/3, or 75% of voting rights.
- A takeover offer must be published in newspapers if an investor acquires 25% or more of voting shares.
- The mechanism for setting tender offer prices is not specified in law or regulations.

C. Role of Stakeholders

The legal rights of stakeholders are outlined, but there are no specific mechanisms to enhance stakeholder participation in corporate governance.
The report emphasizes the need for more performance-enhancing mechanisms to involve stakeholders in decision-making processes.

D. Financial and Non-Financial Disclosure

Prospectus Requirements: The Securities Law mandates minimum disclosure in prospectuses, including financial statements, company management details, and shareholder rights.
Registration and Listing: Companies must submit basic data, such as annual reports and statutes, for listing on ZSE or Varazdin. The SDA is responsible for the registration and settlement of securities.
Disclosure of Ownership: Ownership disclosure is not comprehensive, and beneficial ownership is not always required to be disclosed.

E. The Governing Body

The governing body of a company includes the supervisory board and management board.
The supervisory board is responsible for oversight, while the management board handles day-to-day operations.
The supervisory board must evaluate takeover bids and ensure they align with the company's objectives and are ethical.