2009年-世界发展银行全球_Help_Me_To_Help_You___Strategies_for_Working_Effectively_with_Governments_3页_412kb

MAY 2009 IFC Corporate Governance Project Summary

Core Content

The document outlines the experiences and lessons learned from the IFC Georgia Corporate Governance Project, which aimed to improve corporate governance practices in Georgian companies and banks. The project focused on enhancing the legal framework and promoting better governance standards, with a particular emphasis on protecting minority shareholder rights. It highlights the challenges of working with the Georgian government in a fast-paced and politically dynamic environment, as well as the strategies employed to overcome these challenges and achieve meaningful reform.

Main Objectives

• Improve corporate governance practices in Georgian companies and banks.
• Enhance the legal and regulatory framework for corporate governance.
• Facilitate easier access to capital for Georgian businesses.
• Support the country's broader reform agenda, including EU integration and economic development.

Key Authors and Roles

• Kakhaber Kutchava: Legal advisor for the project since February 2007, working with banks, companies, and the Georgian government to improve corporate governance.
• Maia Tevzadze: Project manager, joined IFC in May 2008, leading the initiative to enhance corporate governance in Georgia.
• Motria Onychuk-Morozov: Approving manager for IFC's corporate governance advisory services in Europe and Central Asia.

Lessons Learned

1. Prepare the background and build government awareness

• Conducted a baseline survey of corporate governance practices among over 150 Georgian companies.
• Used survey results and global indicators (e.g., World Bank’s Doing Business) to demonstrate the importance of shareholder rights.
• Raised awareness among policymakers, leading to the inclusion of shareholder protection in the government agenda.

2. Provide a clear process and guidance for implementation

• Developed a roadmap with international best practices and local adaptations.
• Identified the necessary legal amendments and responsible groups for drafting.
• Helped the government create a legal framework to protect minority shareholders and regulate conflicts of interest.

3. Ensure participation of key government counterparts and encourage public-private dialogue

• Formed a task force including key government officials, parliamentarians, the Georgian Stock Exchange, NGOs, and donor-funded projects.
• Initiated discussions with parliamentary committees and private-sector representatives to ensure broad support.
• Encouraged feedback from stakeholders, which improved the quality of the legislation and generated public buy-in.

4. Stay responsive to changes and remain flexible

• Adapted strategy when the government shifted its focus to less regulation in the financial sector.
• Transferred the initiative to the private sector, leading to the development of a voluntary corporate governance code.
• The Association of Banks of Georgia took ownership of the code, and discussions are ongoing among banks.

Key Outcomes

• Amendments to the Law on the Securities Markets (enacted March 2007) regulating conflict of interest.
• Draft Law on Commercial Banks (enacted March 2008) incorporating recommendations on audit committees and supervisory board remuneration.
• Voluntary Corporate Governance Code for Georgian banks (February 2009), developed by a task force including the Association of Banks of Georgia, the Georgian Stock Exchange, and bank representatives, and now under discussion by the wider banking community.

Conclusion

The project successfully navigated a complex and evolving political landscape by applying strategic and adaptive approaches. It demonstrated the importance of awareness-building, structured implementation, stakeholder engagement, and flexibility in achieving sustainable corporate governance reforms. The outcomes highlight the positive impact of such initiatives on both the legal and practical aspects of corporate governance in Georgia.