2004年-世界发展银行全球_Report_on_the_Observance_of_Standards_and_Codes___Corporate_Governance_Country_Assessment_Panama_22页_908kb

Summary of the Report on the Observance of Standards and Codes (ROSC) for Panama (June 2004)

I. Core Content

This report, part of the World Bank-IMF joint program, evaluates Panama's corporate governance policy framework and enforcement practices against the OECD Principles of Corporate Governance. It highlights the progress made since the late 1990s with the introduction of new Securities and Banking Laws, but also identifies several areas where governance standards are lacking or under-enforced.

II. Main Legislation and Regulatory Bodies

Key Laws

• Code of Commerce (CC): Establishes basic company forms.
• Corporations Law (CL): Regulates the constitution and liquidation of corporations, as well as their governing organs and documents. It is based on the Delaware Code and has not been substantially reformed since 1927.
• Securities Law (SL): Based on the US Securities and Exchange Act. It regulates publicly offered securities, financial intermediaries, and includes provisions on ownership disclosure, financial disclosure, accounting standards, public tender offers, and insider trading.

Regulatory Bodies

• Comisión Nacional de Valores (CNV): Autonomous regulatory body under the Ministry of Economy and Finance. It supervises public offerings, licenses the Panama Stock Exchange (PSE), and has investigative powers.
• Superintendencia de Bancos: Oversees banking regulations.
• Panama Stock Exchange (PSE): A for-profit listed company and Self-Regulatory Organization (SRO). It has limited enforcement powers, mainly for late disclosure.

III. Key Observations and Issues

1. Capital Markets and Institutional Framework

• Panama's equity market is small and illiquid, with a market capitalization of USD 3.2 billion in 2003.
• The market is highly concentrated, with the ten largest securities accounting for 89% of market capitalization and 92% of trading volume.
• Institutional investors are largely absent, and foreign ownership is restricted in retail firms.
• Delisting is common due to "going private" transactions, especially after international takeovers.

2. Ownership and Corporate Structure

• Family ownership is prevalent, with many companies still controlled by their original founders.
• Pyramid structures are common in the financial sector, potentially leading to conflicts of interest.
• Shareholder agreements and beneficial ownership disclosure are not required, making it difficult to identify ultimate owners.

3. Enforcement and Compliance

• The CNV has faced legal challenges in its regulatory powers, notably with Regulation 16-2000 on proxy solicitation being declared unconstitutional in 2002.
• The CNV's ability to enforce regulations is undermined by court challenges and limited resources.

IV. Main Policy Recommendations

1. Disclosure Enhancements

• Annual Reports: Should include detailed information on beneficial owners and their stakes.
• Shareholder Agreements: Should be disclosed to ensure enforceability.
• Share Classes: Should specify the rights and privileges of each class of shares.

2. Shareholder Redress

• AGMs: Should be required for all listed companies.
• Proxy Solicitation: Should include audited financial statements, auditor information, and details of any fundamental changes.
• Derivative Actions: Should be introduced to allow minority shareholders to pursue civil claims against mismanagement.

3. Governance Mechanisms

• Audit Committees: Should be mandatory for all listed companies.
• Risk Management Functions: Should be required for banks.
• Shareholder Participation: Should be facilitated through more transparent and accessible voting procedures.

4. Regulatory Strengthening

• CNV Powers: Should be reinforced to ensure effective regulation and enforcement of corporate governance rules.
• Delisting Mechanisms: Should be developed to ensure equitable treatment of minority shareholders, including squeeze-out provisions.
• Pension Fund Regulations: Should be strengthened to include guidelines on voting policies and conflict of interest management.

5. Legal and Judicial Reforms

• Derivative Actions: Should be made available for civil claims against directors and management.
• Judicial Specialization: Should be considered to improve the efficiency of shareholder redress mechanisms.
• Insider Trading: Should be subject to mandatory disclosure of holdings and transactions.

V. Conclusion

While Panama has made progress in corporate governance, particularly in improving periodic reporting and aligning laws with international standards, enforcement remains weak. The lack of effective shareholder redress, limited disclosure of beneficial ownership, and the CNV's challenged regulatory powers are critical areas requiring reform. Strengthening legal frameworks, enhancing transparency, and ensuring equitable treatment of all shareholders, especially minorities and institutional investors, are essential for the development and credibility of Panama's capital markets.