2004年-世界发展银行全球_Corporate_Governance_Country_Assessment___Moldova_21页_470kb

Corporate Governance Assessment of Moldova (ROSC Report - May 2004)

Core Content Overview

This report is part of the World Bank-IMF Reports on the Observance of Standards and Codes (ROSC) program. It evaluates Moldova's corporate governance framework in relation to the 1999 OECD Principles of Corporate Governance. The assessment was conducted by Alexander Berg of the Investment Climate Unit (CICIC) and reviewed by Sue Rutledge of the Europe and Central Asia Region. It reflects discussions with key stakeholders including the National Securities Commission (NSC), the Moldova Stock Exchange (MSE), commercial banks, and market participants.

Main Challenges and Observations

1. Legal and Regulatory Framework

• Capital Markets: Moldova's capital markets are shaped by the legacy of the mid-1990s mass privatization program. This has led to a complex ownership structure, with a concentration of control among former privatization investment funds (FINNs), management, and new local investors.
• Liquidity Issues: The MSE, established in 1994, has limited liquidity. Most transactions occur in the "gray market" (off-exchange), and only a small number of Moldovan firms are listed abroad or issue ADRs/GDRs.
• Company Forms: Limited liability companies (SRLs) and joint stock companies (JSCs) are the most common forms. Only JSCs can issue shares, and those with over 50 shareholders must be listed on the MSE.
• Audit Requirements: The JSC Law has been weakened by the removal of mandatory independent audits for all JSCs, which undermines corporate governance standards.

Key Policy Recommendations

1. Strengthen Shareholder Rights

• Independent Registrar: All open JSCs should be required to use an independent registrar to improve transparency and reduce costs.
• Free Transfer of Shares: Company charters should be reviewed to remove provisions that restrict the free transfer of shares in open JSCs.
• Central Ownership Registry: Consider establishing a central registry to maintain ownership records of open JSCs and eliminate nominee ownership.
• Reduce Quorum Requirements: Lower the threshold for calling an extraordinary meeting from 25% to 10% or 5% to make shareholder meetings more practical and reduce the misuse of power of attorney.
• Remove Exemptions: Listed companies should no longer be exempt from redemption rules, which provide a useful mechanism for minority shareholders.

2. Enhance Transparency and Disclosure

• Ultimate Ownership Disclosure: Legislation should be revised to require the disclosure of ultimate ownership and control structures at international standard levels (e.g., 10% as in the EU).
• Beneficial Ownership: Beneficial ownership and control structures should be fully disclosed, including the use of offshore shell companies to conceal ultimate shareholders.
• Disclosure of Shareholder Agreements: Shareholder agreements should be made public to ensure transparency.

3. Improve Market for Corporate Control

• Tender Offer Mandate: Companies should not be allowed to exempt themselves from the tender offer requirement when acquiring more than 50% of an open JSC.
• Squeeze-Out Provisions: The NSC should work to align takeover laws with EU standards, including the introduction of squeeze-out provisions to allow strategic investors to buy out minority shareholders.
• Market Price for Shares: Ensure that the market price is used to determine the value of shares in squeeze-out situations to protect minority shareholders.

4. Strengthen NSC's Role and Resources

• Mission Statement: The NSC should include shareholder protection in its mission statement.
• Enforcement Powers: Increase the NSC's investigative and enforcement capabilities, particularly over issuers.
• Funding and Salaries: Improve the NSC's funding and raise salaries to match those of comparable institutions (e.g., the National Bank).
• Transparency and Accountability: All NSC decisions should be published, including the reasoning behind them.

5. Address Insider Trading and Related Party Transactions

• Insider Trading Enforcement: Strengthen legal definitions of insiders and affiliated parties, and increase administrative penalties for violations.
• Disclosure of Insider Holdings: Open JSCs must disclose insider holdings and trading activities to the NSC.
• Related Party Transactions: Require shareholder approval for related party transactions at a lower threshold (e.g., 2% of assets in Russia) to prevent abuse.

Institutional Investors and Market Participants

• FINNs: The only institutional investors are the 14 remaining FINNs, which hold significant stakes in many companies. They are increasingly acting as holding companies rather than investment funds.
• Minority Protection: Minority shareholders have limited legal protection due to the ability of the board to increase capital without approval and the lack of effective redress mechanisms.
• Legal System: The legal system is often inefficient and corrupt, which hampers the effectiveness of shareholder rights enforcement.

Conclusion

Moldova has made progress in aligning its legal and regulatory framework with international corporate governance standards, but significant gaps remain. The report emphasizes the need for stronger shareholder rights, improved transparency, and enhanced enforcement mechanisms. The NSC plays a central role in these reforms and should be empowered with greater resources, authority, and transparency. Additionally, the legal framework must be updated to reflect modern corporate governance practices, particularly in the areas of ownership disclosure, related party transactions, and market control.