2002年-世界发展银行全球_The_State_of_Corporate_Governance__Experience_from_Country_Assessments_40页_2mb

The State of Corporate Governance: Experience from Country Assessments

Core Content

This working paper by Olivier Fremond and Mierta Capaul from the World Bank provides an overview of the experience gained from 15 corporate governance country assessments conducted across five continents. These assessments are part of the joint World Bank/IMF "Reports on the Observance of Standards and Codes" (ROSCs) and "Financial Sector Assessment Program" (FSAP) initiatives, which aim to strengthen the international financial architecture by identifying weaknesses and guiding policy reforms.

The assessments focus on the rights of shareholders, equitable treatment of shareholders, the role of stakeholders, disclosure and transparency, and the duties of the board of listed companies. They use the OECD Principles of Corporate Governance as a benchmark, which are general guidelines that emphasize responsibility, accountability, fairness, and transparency. The OECD Principles are primarily concerned with listed companies and do not address the corporate social responsibility agenda.

Main Points

1. Purpose of the Assessments

• To identify weaknesses in corporate governance and guide policy reform.
• To support policy dialogue and improve the efficiency of capital markets.
• To assist in the design of loans, policy documents, and technical assistance programs.

2. Structure and Format

• The assessments use a standardized template based on the OECD Principles.
• The template includes sections on ownership structure, institutional capacity, and compliance with the OECD Principles.
• The format has evolved over time, incorporating a more detailed analysis of legal and regulatory compliance versus actual market practices.
• The assessments are divided into four parts: executive summary, capital market overview, principle-by-principle review, and institutional strengthening.

3. Key Findings

• No country fully complies with all OECD Principles, but all have initiated or are in the process of reform.
• There is a growing interest in improving corporate governance practices across most surveyed countries.
• Over 43 countries have developed their own corporate governance codes of best practice as of January 2002.
• A gap exists between legal frameworks and actual practices, with enforcement of shareholder rights often lacking.
• Courts and regulators in many countries are under-resourced, unclear, or corrupt, leading to poor enforcement of corporate governance rules.

4. Role of the Assessments

• They serve as a diagnostic tool for policy makers and investors.
• They promote a "menu of options" approach, allowing countries and companies to choose governance models that align with their specific needs and risk profiles.
• They enhance transparency and communication between domestic and international stakeholders.
• They are most relevant to middle-income countries, but also useful for transition and low-income economies.

Policy Recommendations

• The recommendations are tailored to each country and focus on improving the legal and regulatory framework.
• They may include the modification or adoption of new laws and rules.
• They emphasize the importance of internal corporate governance structures and the role of the private sector in reform.
• The recommendations should be implemented as a set of interdependent measures to be effective.

Unfinished Agenda

• The OECD Principles are being reviewed for effectiveness as a policy tool.
• A new generation of assessments is being developed to include more detailed questions on the governance of securities regulators.
• There is a need for continued dialogue and collaboration between international institutions, governments, and the private sector to ensure the successful implementation of corporate governance reforms.

Conclusion

Corporate governance is essential for the efficient allocation of capital, the reduction of vulnerability to financial crises, and the attraction of international investment. The assessments conducted by the World Bank and IMF under the ROSC and FSAP initiatives have played a significant role in promoting reform and improving transparency. However, the effectiveness of these assessments depends on the commitment of the assessed countries to reform and the quality of their legal and regulatory frameworks. The paper highlights the importance of a flexible, yet standardized, approach to corporate governance and the need for ongoing dialogue and support to ensure the success of reform efforts.