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Corporate Governance Public Disclosure Authorized Report on the Observance of Standards and Codes (ROSC) Corporate Governance Public Disclosure Authorized Corporate Governance Public Disclosure Authorized Country Assessment Ukraine October 2006 Public Disclosure Authorized Public Disclosure Authorized Overview of the Corporate Governance ROSC Program WHAT IS CORPORATE GOVERNANCE? THE CORPORATE GOVERNANCE ROSC ASSESSMENTS Corporate governance refers to the structures and processes for the direction and control of com - Corporate governance has been adopted as one panies. Corporate governance concerns the relation - of twelve core best-practice standards by the inter - ships among the management, Board of Directors, national financial community. The World Bank is the controlling shareholders, minority shareholders and assessor for the application of the OECD Principles of other stakeholders. Good corporate governance con - Corporate Governance. Its assessments are part of tributes to sustainable economic development by the World Bank and International Monetary Fund enhancing the performance of companies and (IMF) program on Reports on the Observance of increasing their access to outside capital. Standards and Codes (ROSC). The OECD Principles of Corporate Governance The goal of the ROSC initiative is to identify provide the framework for the work of the World weaknesses that may contribute to a country’s eco - Bank Group in this area, identifying the key practical nomic and financial vulnerability. Each Corporate issues: the rights and equitable treatment of share - Governance ROSC assessment reviews the legal and holders and other financial stakeholders, the role of regulatory framework, as well as practices and com - non-financial stakeholders, disclosure and trans - pliance of listed firms, and assesses the framework parency, and the responsibilities of the Board of relative to an internationally accepted benchmark. Directors. n Corporate governance frameworks are bench - marked against the OECD Principles of Corporate Governance. WHY IS CORPORATE GOVERNANCE IMPORTANT? n Country participation in the assessment process, For emerging market countries, improving corpo - and the publication of the final report, are volun - rate governance can serve a number of important tary. public policy objectives. Good corporate governance reduces emerging market vulnerability to financial n The assessments focus on the corporate gover - crises, reinforces property rights, reduces transaction nance of companies listed on stock exchanges. At costs and the cost of capital, and leads to capital the request of policymakers, the ROSCs can also market development. Weak corporate governance include special policy focuses on specific sectors frameworks reduce investor confidence, and can dis - (for example, banks, other financial institutions, courage outside investment. Also, as pension funds or state-owned enterprises). continue to invest more in equity markets, good cor - n The assessments are standardized and systematic, porate governance is crucial for preserving retire - and include policy recommendations. In response, ment savings. Over the past several years, the impor - many countries have initiated legal, regulatory tance of corporate governance has been highlighted and institutional corporate governance reforms. by an increasing body of academic research. n Assessments can be updated to measure progress Studies have shown that good corporate gover - over time. nance practices have led to significant increases in economic value added (EVA) of firms, higher produc - By the end of June 2005, 48 assessments had been tivity, and lower risk of systemic financial failures for completed in 40 countries around the world. countries. REPORT ON THE OBSERVANCE OF STANDARDS AND CODES (ROSC) Corporate governance country assessment Ukraine October 2006 This report assesses Ukraine’s corporate governance policy framework and enforcement and compliance practices. It highlights recent improvements in corporate governance regulations, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Ukraine. Several developments have worked to improve the corporate governance environment in recent years, including high levels of economic growth and a growing demand for capital growth in Ukrainian industry. The equity market has boomed, and over 45 companies have issued depository receipts abroad. A corporate governance code was issued in 2003, and a number of private-sector and donor initiatives have continued to work to promulgate the code and introduce good practice at the company level. Several reforms have been carried out, including the passage of a new securities law. However, many factors continue to impede reforms. Company law is widely recognized to be inadequate. The large number of joint stock companies and the lack of transparency of the corporate sector continue to pose a supervision challenge. Key institutions (including the central depository and the company registry) are in their early stages of development. The report recommends (i) a variety of legal reforms, including a revised company law that would be enacted by the Parliament, (ii) institutional strengthening, including focusing the enforcement activities of the SSMSC on large and traded companies, and (iii) enhanced listing requirements for the top tier of the PFTS, including a requirement to “comply or explain" compliance with the Ukraine Corporate Governance Principles. Acknowledgements This update on assessment of corporate governance in Ukraine was conducted in February 2006 by Alexander Berg and David Robinett of the Corporate Governance Department of the World Bank, as part of the Reports on Observance of Standards and Codes Program. The report draws on a number of published and unpublished studies of corporate governance by the IFC Corporate Governance Project in Ukraine and the Europe and Central Asia Region of the World Bank. Messrs. /Mmes.: Paul Birmingham, Sue Rutledge, Roman Zyla, Mark Davis, Angela Prighozina, Marie-Laurence Guy, Behdad Nowroozi, Tatiana Nenova, and Frederic Gielen provided advice and comments. The assessment reflects technical discussions with the State Commission on Securities and Stock Market, First Stock Trading System, MFS, SigmaBleyzer, Ukrainian Association of Investment Business, Professional Association of Registrars and Depositaries, Ukrainian Corporate Governance Center, ING Bank, Ukrainian Association of Accountants and Auditors, Stock Market Development Institute and other leading experts on legal, accounting and auditing issues, academics, capital market issuers, institutional investors and stakeholder groups. This report incorporates the comments of the Ukraine Securities and Stock Market State Commission. Table of Contents Country assessment: Ukraine............................................................................................................1 Market profile.......................................................................................................................................1 Key issues............................................................................................................................................3 Investor protection .......................................................................................................................................... 4 Disclosure ....................................................................................................................................................... 4 Company oversight and the board.................................................................................................................. 5 Enforcement.................................................................................................................................................... 6 Recommendations ..............................................................................................................................6 Summary of Observance of OECD Corporate Governance Principles ........................................11 Detailed Company Law Recommendations ....................................................................................12 Principle - By - Principle Review of Corporate Governance .........................................................13 Section I: Ensuring The Basis For An Effective Corporate Governance Framework .......................13 Section II: The Rights of Shareholders and Key Ownership Functions............................................17 Section III: The Equitable treatment of Shareholders ......................................................................22 Section IV: The Role of Stakeholders in Corporate Governance.....................................................25 Section V: Disclosure and Transparency .........................................................................................26 Section VI: The Responsibilities of the Board ..................................................................................30 Corporate Governance Assessment Ukraine Country assessment: Ukraine This update of ROSC assessment of corporate governance in Ukraine benchmarks law and practice against the OECD Principles of Corporate Governance. The report focuses on publicly traded companies but is also relevant for other companies. Ukraine’s corporate governance environment has improved in recent years. Several developments have worked to enhance the portfolio investment climate: • High levels of
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