Corporate Governance in Lithuania
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Organisation for Economic Co-operation and Development Organisation de Coopération et de Développement Économiques Hosted by The Government of Lithuania CORPORATE GOVERNANCE IN LITHUANIA by Prof. Juozas Bivainis Director Institute of Privatisation LITHUANIA and Dr. Artūras Bučas Head of Division Institute of Privatisation LITHUANIA Seminar on CORPORATE GOVERNANCE IN THE BALTICS Vilnius, Lithuania 21-22 October, 1999 Seminar on Corporate Governance in the Baltics 21-22 October, 1999 - Vilnius BACKGROUND PAPER on CORPORATE GOVERNANCE IN LITHUANIA TABLE OF CONTENTS TABLE OF CONTENTS..................................................................................................................................... 2 PART I: INTRODUCTION AND SUMMARY ................................................................................................ 3 PART II: CORPORATE GOVERNANCE ENVIRONMENT IN LITHUANIA........................................... 4 GENERAL ECONOMIC CONTEXT.......................................................................................................................... 4 CORPORATE GOVERNANCE CHARACTERISTICS IN LITHUANIA ............................................................................ 6 Corporate Governance Agents...................................................................................................................... 6 Corporate Behaviour, Finance and Restructuring......................................................................................11 PART III: REGULATORY FRAMEWORK AND THE ROLE OF POLICY............................................ 12 EQUITABLE TREATMENT OF SHAREHOLDERS AND OTHER STAKEHOLDERS ...................................................... 13 Shareholder Protection ............................................................................................................................... 13 Role of the Board of Directors .................................................................................................................... 16 IMPORTANCE OF TRANSPARENCY AND DISCLOSURE ........................................................................................ 18 PART IV: CONCLUSIONS........................................................................................................................... 20 APPENDIX ......................................................................................................................................................... 21 2 Copyright © OECD All rights reserved Seminar on Corporate Governance in the Baltics 21-22 October, 1999 - Vilnius BACKGROUND PAPER on CORPORATE GOVERNANCE IN LITHUANIA * PART I: INTRODUCTION AND SUMMARY 1. The Lithuanian economy experienced a period of essential changes during the years 1990-1999. It featured rapid changes in the GDP, the structure of the economy, orientation of foreign trade, as well as in an overall system of economical activities. Creation and development of forms of economical activities, typical for a market economy, are one of the most important changes in this context. A very important part of this process is the development of corporate governance. 2. The current system of corporate governance in Lithuania has formed to a great extent as a result of privatisation of state property. The first stage of privatisation was characterised by privatisation of state property to the public with employing a voucher system, the second one - by selling for money big stakes in larger enterprises to strategic investors. This reflects the initial composition of ownership in respective companies. 3. The largest groups of company owners are other private firms and natural persons. The fact of the group of other firms taking the lead in shareholding in companies also illustrates importance of corporate groups in the economy. The major role in governance of companies belongs to shareholders. Influence of the banking system, in which private banks prevail, as well as of other financial intermediaries, is of lesser importance in this sphere. Foreign shareholders are holding a great part of equity in larger public companies. 4. It is common that corporate groups include companies operating in different industries. The main source of funds for companies is bank loans. There are some difficulties in providing funds by companies to other members of a corporate group due to restrictions on lending imposed in respect of companies. 5. The Company Law of the Republic of Lithuania provides for completely equitable treatment of shareholders without regard for their being foreign or local or any other characteristics. A general meeting of shareholders is the ultimate organ of a company both, in law and in fact. Shareholders can obtain information from a company; their rights to information are differentiated according to amount of stock held by them currently. There are provisions in force being applied on conflict of interests between shareholders and the company, on protection of shareholders in cases of take-overs, on court protection of shareholder rights, on insider trading. 6. The Company Law of the Republic of Lithuania provides for two boards: a supervisory board and a managing board. The supervisory board appoints the managing board. One of the boards may be not formed. There are no legal limits on shareholders in respect to their formation, including limits on ability of a member of a company board to take position of a member of a board in another company. * The views in this report are those of the authors and do not necessarily represent the opinions of the OECD or its Member countries. This background paper was prepared within a set of guidelines provided by the OECD, in order to ensure homogeneity and render cross-country comparisons easier. The data and discussion focus on large, mostly listed companies and corporate groups, although some observations on smaller companies are also made. No original research, such as new data gathering or corporate surveys was required. Authors were asked to survey existing data and published materials. In some cases, complete and well-supported answers to questions were not possible, due to a lack of data or due to irrelevance of specific questions in the context of individual country environments. 3 Copyright © OECD All rights reserved Seminar on Corporate Governance in the Baltics 21-22 October, 1999 - Vilnius BACKGROUND PAPER on CORPORATE GOVERNANCE IN LITHUANIA 7. Accounting standards are developed. The system of disclosure of information via the register of enterprises is operating. External audit will be made compulsory for public companies. 8. The following conclusions may be made: the system of corporate governance is developing in Lithuania. Its development does not depends so much on short-term processes and events, such as crisis in some other countries, though these events influence the economy, as on a long-term economic environment, traditions and the state's measures related to the regulation of corporate governance. PART II: CORPORATE GOVERNANCE ENVIRONMENT IN LITHUANIA GENERAL ECONOMIC CONTEXT 9. During the period of 1991-1999, the Lithuanian economy has experienced radical changes in all its sectors. Two mayor stages may be clearly distinguished in the development of economy. The first one - covering the period of dramatic economic decline between 1991 and 1993. In 1991, essential economic reforms were started in Lithuania, through which the fundamentals for the market economy were sought to form, and preconditions for access of Lithuania into the world economy were attempted to create. This phase, the phase of reforms (up to 1993) was difficult for Lithuania. A severe decline was characteristic of all sectors of the economy. The second one was the period of recovery during the overall period of 1994 - 1999, when economic stabilisation and growth were clearly observed. Lithuanian economy started to recover and overcome the decline of the former period in 1994 - 1995; in the following years the growth of economy was gaining speed annually. Data characterising the GDP changes in the period of 1991-1998 are presented in Table 1. 10. Development of the Lithuanian economy during the said period was not only a quantitative process related to output changes. Its deep characteristic is transformation of the economical system, featuring privatisation and changes in the character of economic relations. In 1994, the private sector created 60% of the GDP, in 1995, it created 65%, in 1996, it created 68% and in 1997, it created 70%. The structure of economy also changed rapidly; these changes are illustrated in Table 2. The share of agriculture and industry decreased, the share of trade activities increased, and share of services was increasing constantly. 11. One of the main features of the development of the Lithuanian economy during the years 1990- 1999 is a change in its foreign trade. Data characterising trends in the Lithuanian foreign trade during the period of 1991-1999 are presented in Table 3; it clearly shows the re-orientation of the Lithuanian trade towards the West. 12. The Lithuanian foreign trade was increasing in absolute numbers in the period of 1991-1998; this is illustrated in Table 4. The negative factor here is the foreign trade deficit, though it was balanced to some degree by capital inflows. 13. Moreover, developments during this period were characterised by efforts to create favourable conditions for foreign trade using the means of free trade agreements with big number of countries and works related with accession