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ROSC

ROSC. Corporate Governance Assessments. Overview. ROSC Background Features of CG ROSC Assessments The Croatia CG ROSC Key country features Diagnostic/Policy Recommendations. ROSC background. G7 - Financial Stability Forum Objective: crisis prevention 12 standards – 3 categories

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ROSC

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  1. ROSC Corporate Governance Assessments South East European Roundtable: Bucharest September 20 – 21, 2001

  2. Overview • ROSC • Background • Features of CG ROSC Assessments • The Croatia CG ROSC • Key country features • Diagnostic/Policy Recommendations South East European Roundtable: Bucharest September 20 – 21, 2001

  3. ROSC background • G7 - Financial Stability Forum • Objective: crisis prevention • 12 standards – 3 categories • IMF and WB mandate to assess country compliance South East European Roundtable: Bucharest September 20 – 21, 2001

  4. Features of CG ROSC • Voluntary country participation • Template based on OECD Principles • Standard ROSC report • Publication/dissemination South East European Roundtable: Bucharest September 20 – 21, 2001

  5. Croatia CG ROSC –Key country features • Legacy of transition and conflict • 65 companies listed on ZSE, 480 companies listed on Varazdin OTC • Civil law framework • New and vulnerable institutions • Drivers of change: EU membership South East European Roundtable: Bucharest September 20 – 21, 2001

  6. Diagnostic & policy recommendations (1) • Share transfer • Diagnostic: “Vinkulacija” restricts transfer pending company approval • Recommendation: Amend company law to remove right to block share transfer for all joint stock companies South East European Roundtable: Bucharest September 20 – 21, 2001

  7. Diagnostic & policy recommendations (2) • Participation in decisions on fundamental corporate changes • Diagnostic: Decisions are taken at shareholder meetings with vote of those present and voting • Recommendation: Supermajority vote of all outstanding shares South East European Roundtable: Bucharest September 20 – 21, 2001

  8. Diagnostic & policy recommendations (3) • Disclosure of material information • Diagnostic: • Full adoption of IAS • Weak auditing practices • Material non-financial information • Recommendation: Incentives to graduate to higher tiers South East European Roundtable: Bucharest September 20 – 21, 2001

  9. Diagnostic & policy recommendations (4) • Board responsibilities • Diagnostic: Unclear roles and responsibilities for directors • Recommendation: • director training • code of best practice • business judgment rule South East European Roundtable: Bucharest September 20 – 21, 2001

  10. More information • About the ROSC program: http://www.worldbank.org/ifa/ • About corporate governance and other World Bank private sector advisory services: http://rru.worldbank.org/ • About the global corporate governance forum: www.gcgf.org South East European Roundtable: Bucharest September 20 – 21, 2001

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