2013年-世界发展银行全球_Jordan_Corporate_Governance_Regulations___Comparative_Study_16页_923kb

Jordan Corporate Governance Regulations Comparative Study Summary

Core Content

This document provides a comparative analysis of corporate governance regulations in Jordan, focusing on the key principles and practices outlined in various codes and laws. It highlights the legal framework governing corporate governance for different types of entities, including banks, listed companies, insurance firms, and private companies.

Main Points

• Corporate Governance Importance: The document emphasizes the growing significance of corporate governance in ensuring sustainable business growth, success, and accountability.
• Regulatory Framework: Jordan has a number of corporate governance codes and regulations that are aligned with OECD principles. These include the Companies Law, CCD CG Code, CG Code for Listed Companies, CG Code for Banks, and CG Instructions for Insurance.
• Applicability: Each code applies to a specific group of companies. For example, the CG Code for Listed Companies applies to companies listed on the Amman Stock Exchange, while the CCD CG Code applies to non-listed companies.
• Implementation Models: The implementation of corporate governance codes in Jordan is either mandatory or follows a "Comply or Explain" model, which allows for flexibility and gradual adoption.

Key Information

Overview of Corporate Governance Codes in Jordan

1. Companies Law No. 22 for 1997 (as amended)

   • Applies to all companies registered under the law.
   • Covers the basic governance requirements, such as board roles, shareholder rights, and stakeholder responsibilities.

2. CCD CG Code (Jordan Corporate Governance Code for Privately Held Companies)

   • Applies to non-listed companies, including private shareholding companies and limited liability companies.
   • Focuses on board roles, management, and stakeholder relations.

3. CG Code for Listed Companies

   • Applies to companies listed on the Amman Stock Exchange.
   • Places strong emphasis on disclosure and transparency, with a "Comply or Explain" model for implementation.

4. CG Code for Banks

   • Applies to banks registered with the Central Bank of Jordan, including foreign banks.
   • Emphasizes board functioning and is implemented as mandatory.

5. CG Instructions for Insurance

   • Applies to insurance companies and foreign branches operating in Jordan.
   • Mandates compliance with governance principles, including board composition and risk management.

Focus Areas of the Codes

Implementation Models

Detailed Summary

I. Commitment to Corporate Governance

This section outlines the extent to which companies are expected to demonstrate their commitment to corporate governance. It includes:

• Disclosure: Companies must disclose their commitment to corporate governance, especially listed companies and banks.
• Code of Conduct: The establishment of a code of conduct or ethics is required, including provisions for whistleblowing.
• Whistleblowing Mechanisms: All codes require or recommend the presence of a whistleblower process to ensure accountability and transparency.

II. Board Functioning

Board functioning is a critical area of corporate governance, focusing on roles, responsibilities, structure, and independence.

1. Board Roles and Responsibilities

• Companies Law: Defines roles for different types of companies (LLC, private, public).
• CCD CG Code: Requires the board to approve strategy, financial statements, and appoint the CEO.
• CG Code for Listed Companies: Detailed provisions on board roles, including representation of all shareholders and succession planning.
• CG Code for Banks: Emphasizes the board's responsibility to ensure the integrity of financial reporting and monitor management.
• CG Instructions for Insurance: Mandates board members to have the necessary knowledge and experience to supervise the organization.

2. Board Structure, Composition and Independence

• Size of the Board: Varies by entity type, with a maximum of 13 members and a minimum of 3 for most entities.
• Qualifications and Diversity: Board members must have the necessary background and experience, with a focus on diversity in skills and perspectives.
• Non-Executive and Independent Directors: Required in varying numbers, with the CG Code for Listed Companies and Banks requiring a majority of independent directors.
• Separation of Chairman and CEO: Mandated for most entities, with some exceptions for the Companies Law.
• Directorships and Terms: Limits on the number of directorships a person can hold, with terms ranging from 2 to 4 years.

III. Management and Control Environment

This area includes the structure and function of management, internal control systems, and risk management practices. The CG Code for Listed Companies and the CG Code for Banks have the most detailed requirements in this regard.

IV. Disclosure and Transparency

Disclosure and transparency are central to corporate governance in Jordan. The CG Code for Listed Companies and the CG Code for Banks are the most comprehensive in this area, requiring detailed reporting and transparency measures.

V. Role of Stakeholders and Shareholders

All codes emphasize the importance of stakeholder engagement and shareholder rights. The CG Code for Listed Companies and the CG Code for Banks have the strongest focus on this aspect.

Conclusion

The Jordan corporate governance framework is comprehensive and covers various aspects of governance for different types of companies. While the Companies Law provides a baseline, specialized codes for banks, listed companies, and insurance firms add more detailed requirements. The implementation models vary, with some codes being mandatory and others following a "Comply or Explain" approach. This flexibility allows for a gradual adoption of best practices and enhances awareness and understanding of corporate governance principles.