Eurasia Regional Workshop, Developing and Implementing Corporate Governance Codes: Best Practices for Listed Companies, Banks and Financial Institutions, Tbilisi, Georgia

The majority of countries in the Eurasia region are engaged in developing and adopting corporate governance codes of best practice.  In conjunction with the European Bank for Reconstruction and Development (EBRD), the Forum is assisting this process with a series of high-level technical workshops dedicated to the development and implementation of corporate governance codes.  This second workshop in the series focused on the writing and development process, covering such topics as criteria for selecting benchmarks, organizing the stakeholder consultation process, and practical guidance for drafting and finalizing a corporate governance code.

The workshop was held on November 24-25, 2009 in Tbilisi, Georgia. For more information, please contact Project Manager Jose Cruz-Osorio at JCruzosorio@ifc.org.
Agenda and presentations:

8:30 – 9:00	Registration and Coffee
9:00 – 9:30	Opening Remarks George Kadagidze, President, National Bank of Georgia Tomas Lubeck, Regional Head, Caucasus, IFC Gian Piero Cigna, Senior Counsel, European Bank for Reconstruction and Development (EBRD)
9:30– 10:15	Program Outline Philip Armstrong, Head, Global Corporate Governance Forum (GCGF) Gian Piero Cigna, EBRD Leonardo F. Peklar, Socius Consulting Inc. · Introduction of Participants · Objectives and outline of the second workshop · Learning objectives and outlining workshop ground rules
10:15 – 10:30	Coffee Break
10:30 – 11:00	Keynote Address The Importance of Corporate Governance in Financial Crisis: Best Practices of Banks and Financial Institutions David Ladipo, Founding Partner, Lintstock Ltd; and Advisor, Nestor Advisors Ltd.
11:00 - 12:15	Reviewing International Best Practices and Adapting them to Local Circumstances OECD Principles and other International Guidelines Philip Armstrong, Head, Global Corporate Governance Forum Codes and Standards for Banks and Financial Institutions: the EBRD-OECD Policy Brief on Corporate Governance of Banks in Eurasia Gian Piero Cigna, Senior Counsel, EBRD Overview of Balkans Experience in Adapting International Guidelines Ivan Mishev, Legal Counsel, Macedonia Stock Exchange
12:15 - 13:00	Interactive Exercise: identifying issues to be addressed by codes in the region With the use of real-time technology, participants will list specific issues, priorities, challenges, and sensitive topics that may require special consultation or technical assistance efforts. Discussion and feedback on real-time results/statistics facilitated by Leonardo Peklar
13:00 – 14:00	Lunch break
14:00 - 15:00	Reviewing Existing Codes and Selecting the Right Benchmarks I (15 minutes for each country presentation) · Country presentation: Azerbaijan Mr. Anar Aliyev, IFC member of Corporate Governance Code Task Force · Country presentation: Kazakhstan Ms. Adalyat Abdumanapova, Legal Advisor, Kazakhstan Corporate Governance Project, IFC · Country presentation: Tajikistan Mr. Elov Furqat, Deputy Head of Agency, Capital Markets Development, Ministry of Finance · Country presentation: Georgia (Russian) Mr. Zurab Gvasalia, President, Association of Banks of Georgia Issues for Discussion: · Status of development/implementation of the code · How to select the right benchmarks/codes? · Criteria for selecting benchmarks? · Definition of director independence · Role, required expertise, and effectiveness of action of board committees · Related-party transactions and conflicts of interest; · Separation of CEO/Chairman · How to use model codes? · How to transpose the code’s recommendations to better corporate governance practices in place?
15:00 – 15:15	Coffee Break
15:15 – 16:15	Reviewing Existing Codes and Selecting the Right Benchmarks II (15 minutes for each country presentation) · Country presentation: Moldova (Russian) Ms. Alexandra Puscas, Member of the Council of Administration, National Commission of Financial Market · Country presentation: Ukraine Mr. Anatoliy Yefymenko, Member, Ukrainian Securities Commission Corporate Governance Task Force · Country presentation: Kyrgyz Republic Mr. Bakyt Takenov, Head, Department on Securities Market Development, State Agency on Financial Supervision · Country presentation: Mongolia Mr. Gombo Erdenebayar, Director, Legal Department, Bank of Mongolia Issues for Discussion: · Status of development/implementation of the code · How to select the right benchmarks/codes? · Criteria for selecting benchmarks? · Definition of director independence · Role, required expertise, and effectiveness of action of board committees · Related-party transactions and conflicts of interest; · Separation of CEO/Chairman · How to use model codes? · How to transpose the code’s recommendations to better corporate governance practices in place?
16:15 – 16:45	Discussion and Q&A Session from Country Presentations Feedback on presentations by Leonardo Peklar, Philip Armstrong, and Gian Piero Cigna Discussion facilitated by Emmanuel du Boullay
16:45 – 17:30	Exercise: Individual Action Plan Development Participants will prepare a one page action plan on what they plan to do over the next six month to advance code development and overcome foreseen challenges. A bullet point format may be used to describe a step by step approach. Participants will also list the three main challenges they foresee in implementing this action plan. Participants from the same country can work as teams and continue working on their action plan during the evening.
17:30 – 17:45	Presentation of Russian Version of Forum Toolkit 2: Developing Corporate Governance Codes of Best Practice Jose Cruz-Osorio, Consultant, Global Corporate Governance Forum
17:45	End of Day 1
20:00 – 22:00	Dinner Shadow of Metekhi Restaurant 29 K. Tsamebuli Avenue, Tbilisi Kindly hosted by EBRD

Wednesday, November 25th: Day 2
9:00 – 9:15	Summary of Day 1 and Outline of Day 2 Leornardo F. Peklar, Socius Consulting Inc.
9:15 – 11:00	Corporate Governance of Banks in Eurasia: Transposing Recommendations into Better Corporate Governance Practices for Banks Tour de Table session, with participants from each country to assess the status of implementation of the EBRD-OECD Policy Brief on Corporate Governance of Banks after one year from its adoption. Moderator: Gian Piero Cigna
11:00 - 11:15	Coffee Break
11:15 – 12:15	Review of First-Day Action Plans and Discussion of Main Challenges Feedback on action plans provided by Leonardo Peklar, Emmanuel du Boullay and Gian Piero Cigna
12:15 – 13:30	Organizing the Stakeholder Consultation Process Why, How and When to Consult with Stakeholders? Emmanuel du Boullay Consulting with Stakeholders at the Initial Stage · Case 1: Azerbaijan Mr. Anar Khajizade, Head of Corporate Governance Division, Ministry of Economic Development, and Chair of Corporate Governance Code Task Force · Case 2: Kazakhstan (Russian) Ms. Ainur Zhubaniyzova, Head, Fund and Pension Funds Sectors Department, Association of Financial Institutions of Kazakhstan Issues to be discussed: · Status of the consultation process · Who conducts the initial consultation · Major questions to address in the initial consultation phase · How to convince key players · Lessons/Tools for dealing with difficult stakeholders
13:30 – 14:30	Lunch
14:30 – 14:45	Exercise: Developing a stakeholder power matrix Participants will identify their key stakeholders, fill out a matrix relevant to their context and define a consultation action plan (use of real-time technology) Facilitated by Leonardo F. Peklar
14:45 - 15:45	Drafting the Code: Options on Style and Format, and Who Drafts the Code? · Case 1: Drafting in progress: Armenia Ms. Marina Tumanyan, Legal Department, Central Bank of Armenia · Case 2: Code completed and adopted: Georgia (Russian) Mr. Zurab Gvasalia, President, Association of Banks of Georgia Issues to be discussed: · How to select the drafter? · Should there be one or more? · What are the qualities required from the drafter? · Interactions between the drafter and the other members of the task force Discussion and feedback by Emmanuel du Boullay
15:45 - 16:00	Coffee Break
16:00 – 16:30	Practical Guidance for Finalizing the Code Leonardo F. Peklar
16:30 – 17:00	Implementing the Code and Monitoring its Application · Case of Banja Luka Stock Exchange (Russian) Nebojsa Vukovic, BLSE and member of CG Code Task Force · Overview of Key Lessons and Best Practices Gian Piero Cigna
17:00 – 17:30	Conclusions and Wrap-up Discussion Moderated by Jose Cruz-Osorio and Leonardo F. Peklar · Timing the process (It always takes longer) · Peer review mechanism for draft codes · Code implementation and monitoring phase: review of country team objectives in developing or implementing their code over next 6 months · Codes are only means to an end
17:30 – 17:45	Evaluation Sheets for Workshop #2
17:45	End of Workshop