2003年-世界发展银行全球_Corporate_Governance_Country_Assessment___Slovak_Republic_43页_716kb

报告摘要

Corporate Governance Country Assessment: Slovak Republic (October 2003)

I. Core Content Overview

This report, part of the World Bank-IMF Reports on the Observance of Standards and Codes (ROSC) program, evaluates the corporate governance framework and enforcement practices in the Slovak Republic against the OECD Principles of Corporate Governance. It is based on a template provided by Linklaters and includes contributions from various stakeholders, including government agencies, financial institutions, and legal experts.

The assessment highlights both strengths and weaknesses in the current system, particularly in areas such as supervisory board effectiveness, shareholder protection, and institutional capacity of the Financial Market Authority (FMA). It proposes policy recommendations aimed at improving corporate governance standards and aligning them with international best practices.

II. Main Findings and Key Issues

1. Capital Markets and Institutional Framework

Slovakia has seen robust economic growth since 1997, with GDP growth averaging 4.5% per year.
The Bratislava Stock Exchange (BSSE) is the only stock exchange, and the equity market is divided into Listed Market and Free Market.
Listed Market requires compliance with IFRS and has stricter disclosure and ownership requirements.
Free Market companies are mostly legacy from the privatization program and have limited trading activity.
Market capitalization of listed companies was 3.4% of GDP in 2002, with most trading concentrated in five companies.
The Financial Market Authority (FMA) was established in 2002 to supervise the securities market and insurance companies.
The FMA has limited authority over securities issuers and lacks the power to issue legally binding regulations.

2. Corporate Governance Laws and Reforms

The Commercial Code and Act on Securities (AS) form the core of corporate governance legislation.
The Commercial Code was overhauled in 2001 to enhance shareholder rights, including information disclosure, voting rights, and liability provisions.
The Act on Securities governs all capital market activities and replaces fragmented laws.
The Corporate Governance Code was introduced by stakeholders, including the BSSE and FMA, and will require compliance from listed companies starting in 2004.

III. Key OECD Principles and Observance Status

1. Section I: The Rights of Shareholders

Principle	Observance Status	Key Points
IA	Partially observed	Shareholders have basic rights, but there is a need for an internationally recognized Central Depository.
IB	Partially observed	Shareholder approval is not required for large transactions, and preemption rights can be waived.
IC	Largely observed	Shareholders can attend and vote at AGMs, but mail and electronic voting are not allowed.
ID	Partially observed	Ownership thresholds are disclosed, but indirect shareholdings and shareholder agreements are not.
IE	Partially observed	Mandatory tender offers are in place, but the minimum offer price is low, potentially harming small shareholders.
IF	Materially not observed	Shareholder activism is limited, and voting rights are not effectively exercised by institutional investors.

2. Section II: The Equitable Treatment of Shareholders

Principle	Observance Status	Key Points
IIA	Largely observed	Share classes and voting rights are defined in bylaws, but disclosure in annual reports is not mandatory.
IIB	Partially observed	Insider trading is prohibited, but there is no enforcement mechanism.
IIC	Largely observed	Related party transactions must be disclosed in financial statements, but board members are not required to disclose personal interests.

3. Section III: Role of Stakeholders in Corporate Governance

The Commercial and Labor Codes support trade unions and other stakeholders in creating value and ensuring job sustainability.
The Corporate Governance Code promotes cooperation between corporations and stakeholders, though its implementation remains to be seen.

IV. Policy Recommendations

Establish an Institute of Directors to train supervisory board members and promote best practices.
Develop an internationally recognized Central Depository to improve transparency and service for international investors.
Define "large transactions" and require supermajority shareholder approval for such transactions.
Introduce a "right of withdrawal" for small shareholders against fundamental decisions.
Implement a minimum quorum (e.g., 30%) for AGMs to prevent abuse of minority shareholder rights.
Enhance FMA's enforcement capabilities and expand its authority to include non-financial entities.
Improve shareholder activism by encouraging institutional investors to disclose voting policies.
Clarify and enforce disclosure requirements for related party transactions and shareholder agreements.
Review takeover provisions, especially in light of the Slovnaft case, to improve squeeze-out rules and protect minority shareholders.
Promote better communication between the BSSE and FMA to ensure consistent disclosure requirements and best practices.

V. Conclusion

The Slovak Republic has made progress in aligning its corporate governance framework with EU and OECD standards, but significant gaps remain in enforcement, shareholder protection, and market transparency. The report emphasizes the need for institutional strengthening, particularly for the FMA, and the importance of legal clarity, disclosure improvements, and enhanced shareholder engagement. These recommendations aim to support investor confidence, market efficiency, and long-term corporate sustainability.