2002年-世界发展银行全球_Corporate_Governance_Country_Assessment___Republic_of_Lithuania_45页_1mb

Corporate Governance Assessment of Lithuania (2002)

I. Executive Summary

This report evaluates Lithuania's corporate governance system against the OECD Principles of Corporate Governance, highlighting both strengths and areas for improvement. Lithuania has made significant legislative progress to align with EU Directives, resulting in a robust legal and regulatory framework. However, the most pressing issue remains the compliance and enforcement of existing laws.

The assessment proposes policy recommendations in three categories:

• Legislative reform
• Institutional strengthening
• Voluntary/private initiatives

Key recommendations include:

• Developing a voluntary corporate governance code led by a task force coordinated by the Lithuanian Securities Exchange (LSE).
• Establishing a regional Institute of Directors to provide training and promote best practices.
• Enhancing disclosure requirements and enforcement mechanisms to protect minority shareholders and ensure transparency.

The report emphasizes the importance of private sector initiatives and capacity building to complement legislative efforts.

II. Capital Markets and Institutional Framework

Lithuania has a modern legal framework based on the new Civil Code (effective July 1, 2001), which is modeled on Dutch and Quebec codes. The primary legal instruments governing corporate governance include:

• Law on Companies (2001)
• Law on Public Trading in Securities (LPTS) (1996, amended)
• Law on Securities Market (SML) (2001, effective April 1, 2002)

The NSEL is the only public exchange, operating with three tiers:

• Official Market (6 listed companies)
• Current Market (40 listed companies)
• Unlisted Market (about 880 companies)

A notable trend is the increasing privatization of companies, particularly through strategic foreign investments, which has led to ownership concentration. This has implications for corporate governance, as minority shareholders may be disadvantaged.

Currently, bank and internal financing are the primary sources of corporate funding, due to the limited number of publicly traded companies and the lack of retail and institutional investors. As Lithuania prepares for EU accession (2004), the need for improved corporate governance becomes more urgent.

III. Review of Corporate Governance Principles

Section I: The Rights of Shareholders

• Principle IA: Largely observed
  Share registration is centralized via CSDL, and all publicly traded shares must be dematerialized. Shareholders have the right to vote in person or by proxy, and cumulative voting is mandatory for Supervisory Board elections.

• Principle IB: Largely observed
  Certain corporate changes (e.g., increasing authorized capital, issuing convertible debentures) require supermajority votes. The threshold for minority shareholder participation should be adjusted to promote fairness.

• Principle IC: Observed
  Shareholders can request confidential voting if they hold at least 10% of voting shares. Proxy voting is permitted, with notarization required for natural persons.

• Principle ID: Materially not observed
  Special shares (with disproportionate rights) are recognized in the Law on Companies, but disclosure of voting agreements is not consistently enforced. Ultimate controlling shareholders are not always disclosed.

• Principle IE: Materially not observed
  Share acquisition thresholds for mandatory tender offers are not fully enforced. There are concerns about price manipulation by controlling shareholders. The new SML lowers the threshold to 40% and mandates a higher tender offer price.

• Principle IF: Materially not observed
  Institutional investors are limited, and shareholder associations are not well developed. Encouraging the formation of such associations is recommended.

Section II: Equitable Treatment of Shareholders

• Principle IIA: Largely observed
  Voting rights and disclosure of restrictions are required. Shareholders with 10% voting shares can request an extraordinary meeting.

• Principle IIB: Largely observed
  Insider trading is prohibited and subject to penalties. Related party transactions must be disclosed annually, and certain transactions require shareholder approval.

• Principle IIC: Largely observed
  Conflict of interest disclosures are required for management body members. This includes both active participation and shareholdings of 25% or more in related enterprises.

Section III: Role of Stakeholders in Corporate Governance

• Principle IIIA: Largely observed
  While there is no legal requirement to consider all stakeholders, the law includes provisions to protect creditors' interests.

• Principle IIIB: Largely observed
  Creditors have legal recourse against harmful company decisions, including the ability to request annulment or halt reorganization.

• Principle IIIC: Observed
  Employee shares are used to promote stakeholder participation, often with special terms.

• Principle IIID: Materially not observed
  Stakeholder participation is limited, despite access to the same information as other shareholders. Creditors rely mainly on publicly available data. New accounting laws will improve public disclosure.

IV. Summary of Policy Recommendations

Legislative Reform

• Update disclosure requirements for share ownership and voting agreements.
• Align corporate governance laws with OECD and EU standards.
• Enforce mandatory tender offers for share acquisitions over 40% of voting rights.
• Ensure consolidated financial statements are prepared for all companies except small ones.

Institutional Strengthening

• Establish a regional Institute of Directors for training and best practice dissemination.
• Strengthen LSC and BoL oversight of financial reporting and audit compliance.
• Create a unified quality assurance regime for auditors, involving the LSC, BoL, and other relevant bodies.

Voluntary/Private Initiatives

• Develop a voluntary corporate governance code to promote best practices.
• Encourage shareholder associations to foster a stronger shareholder culture.
• Promote electronic voting and confidential voting for minority shareholders.

V. Key Findings and Areas for Improvement

• Legislative progress is substantial, but enforcement remains weak.
• Ownership concentration and strategic privatization pose risks to minority shareholders.
• Disclosure of ultimate ownership and governance structures is lacking.
• Audit quality is variable, with a standards gap that needs urgent attention.
• Institutional capacity in financial regulation and oversight is limited.
• Private sector involvement is essential for the development of a robust corporate governance framework.

The report underscores the need for comprehensive enforcement mechanisms, enhanced transparency, and support for minority shareholders to align Lithuania's corporate governance practices with international standards.