1 / 16

BENEFITS OF IMPROVED CORPORATE GOVERNANCE

2003 ACSDA SEMINAR CREATING A STRENGTHENED, INTEROPERABLE GLOBAL CENTRAL SECURITIES DEPOSITORIES NETWORK WHICH MITIGATES RISK AND IMPROVES GOVERNANCE Johannesburg, November 19-21, 2003. BENEFITS OF IMPROVED CORPORATE GOVERNANCE. Guillermo A. Fretes 25 de Mayo 432, 12th Floor

Download Presentation

BENEFITS OF IMPROVED CORPORATE GOVERNANCE

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. 2003 ACSDA SEMINARCREATING A STRENGTHENED,INTEROPERABLE GLOBALCENTRAL SECURITIESDEPOSITORIES NETWORKWHICH MITIGATES RISK ANDIMPROVES GOVERNANCEJohannesburg, November 19-21, 2003

  2. BENEFITS OF IMPROVED CORPORATE GOVERNANCE Guillermo A. Fretes 25 de Mayo 432, 12th Floor Buenos Aires - Argentina

  3. CORPORATE GOVERNANCEWHAT FOR ? • Increase of Company´s Value • Lower Capital Costs • Lesser Agency Costs • Better Inception of the Company in the Community

  4. EFFORTS IN THE REGIONTHE LATINAMERICAN ROUNDTABLE • 2000 Sao Paulo (Brazil) • 2001 Buenos Aires (Argentina) • 2002 Mexico (Mexico) • 2003 Santiago de Chile (Chile)

  5. LATIN AMERICAN WHITE PAPERPRIORITIES AND RECOMMENDATIONS • Voting Rights • Fair Treatment to Shareholders • Role of Stakeholders • Integrity of Financial Reports and Improvement on Disclosure and Transparency • Quality, Effectiveness and Predictability of the Legal Regulatory Framework • Regional Cooperation

  6. WHITE PAPER EXTENDED SCOPETO CLOSED COMPANIES • Private Pension Plan Administrators • Financial Entities • Public Services Providers

  7. THE BOARD (1) • INDEPENDENT DIRECTORS • DIRECTORS FOR ALL • CRITERIA • Management • Controlling Shareholders • Services Providers • CREATION OF VALUE • Independent Judgement • Experience and Skill • Management of Related Transactions and other Conflicts of Interest

  8. THE BOARD (2) • STANDING COMMITTEES • SPECIALIZATION IN CRITICAL ISSUES • PROXIMITY • DOCUMENTED AND DISCLOSED PROCEDURES, COMPETENCE AND COMPOSITION

  9. THE BOARD (3) • GUIDELINES AND PROCEDURES • COMPLIANCE WITH THE LAW AND REGULATIONS • ETHICAL BEHAVIOR THROUGHOUT THE OPERATIONS ON A DAY TO DAY BASIS • PERIODICAL REVIEW • SELF ASSESSMENT • EDUCATIONAL PROCESS AND TRAINIG PROGRAM • INDIVIDUAL • REGIONAL

  10. DISCLOSURE & TRANSPARENCY (1) • QUALITY AND INTEGRITY OF FINANCIAL REPORTS • INDEPENDENT AUDITOR • CRITERIA • Governmental Rules • Professional Entities Rules • IOSCO Principles • ROTATION • TREATMENT OF NON AUDIT SERVICES • Disclosure • Disclosure of Consideration • APPOINTMENT • Shareholders Meetings vs.Board Appointment • Limited (and short) Mandate

  11. DISCLOSURE & TRANSPARENCY (2) • RELATED PARTIES TRANSACTIONS • DISCLOSURE OF BOARD MEMBERS AFFILIATIONS AND INTERESTS • DISCLOSURE OF CAPITAL OWNERSHIP ABOVE CERTAIN LIMITS • REVERSAL OF PROOF BURDEN • STANDING PROCEDURES TO MANAGE CONFLICT OF INTEREST • CLARITY • DISCLOSURE • DISCLOSURE OF PROCEDURES • PERIODIC REPORT

  12. STAKEHOLDER ROLE (1) • Company´s Inception in the Community • Community Perception of the Company

  13. STAKEHOLDER ROLE (2) • Awareness of the Importance of Compliance • Reporting Structures to Board • Openness to Complaints • Periodic Public Report

  14. LEGAL AND REGULATORY FRAMEWORK • ENFORCEMENT, SIGNIFICANCY AND INFLUENCE OF THE MATTER • COSTS • UNPREDICTABILITY • TIME • UNCERTAINTY - LACK OF SECURITY • STENGTHNESS OF ADMINISTRATIVE REGULATORS • EDUCATION OF JUDICIAL POWER • PRIVATE MECHANISMS OF ARBITRATION

  15. REGIONAL COOPERATION ACSDA A FORUM TO A SPECIALIZED DISCUSSION ON THE MATTER • Educational Programs • Evaluation Programs • Working on the Legal Frame

  16. EVERYBODY IS LOOKING AT IT, GOVERNANCE IS IMPORTANT AND PAYS OFF

More Related