2010年-世界发展银行全球_Survey_of_Corporate_Governance_Practice_in_the_Kyrgyz_Republic_68页_2mb

Summary of Corporate Governance Practice in the Kyrgyz Republic

Core Content

This report is a survey conducted by the IFC Central Asia Corporate Governance Project in the Kyrgyz Republic, aimed at evaluating corporate governance practices in joint stock companies (JSCs) and commercial banks. The survey was carried out between October 2008 and March 2009, and it includes data from 90 JSCs and 5 commercial banks. The findings are based on interviews with company management, board members, and corporate secretaries, as well as responses to a structured questionnaire.

The survey highlights the importance of corporate governance for both private companies and the Kyrgyz Republic as a whole, especially in attracting investment and improving economic efficiency. It also emphasizes the need for alignment with international standards such as the OECD Principles of Corporate Governance and Basel Committee recommendations.

Main Findings

1.1 Awareness and Commitment to International Corporate Governance Practice

• Low Awareness: JSCs have limited awareness of OECD Principles. Only 21% (19 companies) had heard of the OECD recommendations.
• Legislative Framework: Corporate governance in JSCs is primarily governed by national legislation, with minimal alignment with international standards.
• Corporate Secretary Role: 86% of JSCs have a Corporate Secretary or equivalent, but only 28% have a full-time one. Most are part-time, combining other functions.
• Internal Documents: 67% of JSCs have internal documents regulating the role of the Corporate Secretary, while 4% are planning to adopt such documents and 29% have no intention of doing so.
• Formalization of Principles: The Code of Corporate Governance is adopted in only 3 companies (5%), and 78% do not see the need for such documents.
• Advisory Services: Only 45% of JSCs received advisory services on corporate governance from external consultants.

1.2 Management of Joint Stock Companies

General Meetings of Shareholders

• Annual Meetings: All surveyed JSCs hold annual general meetings within the required timeframe.
• Shareholder Notification: 89% of JSCs notify shareholders through mass media, as required by legislation.
• Agenda Disclosure: 97% of JSCs inform shareholders of the meeting agenda, but only 16% provide accompanying documentation and 18% offer explanatory notes.
• Meeting Outcomes: 100% of JSCs disclose meeting outcomes directly at the meeting, while 3% do not inform those who did not attend.
• Proxy Voting: 76% of JSCs use proxy voting as a common practice.
• Quorum: 75% of companies have a quorum of over 75% of shareholder votes, indicating high shareholder concentration or activity.
• Meeting Duration: 77% of JSCs have meetings lasting 1 to 4 hours, suggesting either good preparation or pre-determined decisions.

Extraordinary General Meetings

• Frequency: 39% of JSCs held extraordinary meetings in the past two years.
• Reasons: Major transactions (16 cases), changes to the charter (15 cases), and re-election of board members (9 cases) were the most common reasons.
• Initiation: Most extraordinary meetings were initiated by the Board of Directors (17 cases) or the executive body (13 cases). In 6 cases, they were initiated by large shareholders due to changes in ownership.

Board of Directors

• Functions: The Board of Directors primarily oversees the executive body, with authority to appoint and dismiss its head and members.
• Independent Directors: Only 29% of JSCs use independent directors, but there is confusion regarding the criteria for independence.
• Committees: Only two JSCs have committees, and one intends to establish them in the future.
• Board Meetings: 69% of JSCs have internal documents regulating board work. 60% of companies provide board members with materials at least two weeks in advance. Only 9% receive them during the meeting.
• Agenda and Materials: 74% of JSCs provide agenda, 59% provide financial statements, and 48% provide draft decisions. Only 1 company considers the Annual Report.

Corporate Governance in Banks

1.1 Awareness and Commitment

• Banks are more aware of corporate governance principles than JSCs, and have a higher commitment to best practices.
• The National Bank of the Kyrgyz Republic (NBKR) has issued regulations on corporate governance for commercial banks, aligning with the OECD Principles and Basel Committee recommendations.

1.2 Management Bodies

• Banks have more structured management bodies, including boards and executive committees.
• The NBKR regulations emphasize the importance of corporate governance for the stability of the banking system.

1.3 Information Disclosure

• Banks generally follow better disclosure practices than JSCs, with more transparency in their operations.

1.4 Monitoring and Auditing

• Banks have more robust monitoring and auditing systems, which help in risk management and financial stability.

1.5 Compliance with Legislation

• Banks are more compliant with Kyrgyz Republic corporate governance laws, reflecting a stronger regulatory environment.

1.6 Areas of Concern

• Some areas of concern in corporate governance for banks include the need for further training and clearer regulations.

Key Information

• The IFC Corporate Governance Project in the Kyrgyz Republic is part of a broader initiative in Central Asia, with the Netherlands as a key partner.
• The survey aimed to assess the current state of corporate governance, identify problems, and suggest improvements.
• The findings reveal that while some JSCs are beginning to adopt corporate governance practices, many are still in the early stages or lack a clear understanding of the principles involved.
• The banking sector is more organized and has better corporate governance practices, which is crucial for the country's financial stability.
• The report highlights the need for further education, clearer legal frameworks, and more comprehensive implementation of governance practices across all sectors.

Conclusion

The survey indicates that corporate governance in the Kyrgyz Republic is still in its early stages, with many JSCs lacking formal structures and awareness of international best practices. Banks, on the other hand, show a more structured approach, reflecting the importance of this sector in the country's economy. The IFC and its partners aim to support the development of corporate governance practices through training, advisory services, and legislative reform.