Better Companies, Better Societies

1. Better Companies,Better Societies Global Corporate Governance Forum A Multi Donor Partnership facilitating the delivery of a global public good WBG Donor Forum Paris May 2009

2. About the Forum • Our Integrated Approach to Reform • Our Operational Strategy • Our Systemic Role: a Concrete Example • The Forum's Work Program • Selected Results to Date • Our Value Proposition 2

3. About the Forum • Multi-donor trust fund facility located with IFC • Founded in 1999 by World Bank Group and OECD • Contributing donors: Canada, France, IFC, Luxembourg, Netherlands, Norway, Switzerland • Own governance structure • Forum’s mission: • Promote global, regional and local CG reform initiatives • Improve institutional framework for good corporate governance • Strengthen the institutional capacity necessary to implement CG policies, standards and rules in developing countries • Works in partnership with a global network of institutions and experts, including a Private Sector Advisory Group. 3

4. Forum Toolkits Private Sector Expertise Research Country Assessments Policy Dialogue Cross-Regional Experience and Best Practices Our Integrated Approach to Reform Fostering & Sponsoring Academic Research on CG Awareness Raising & Consensus Building on CG Reform Disseminating International Best Practices & Lessons Learned Institutional Capacity Building Articulating Global Best Practices & Knowledge Setting Agenda Reform Priorities Investment Strengthening Local Institutions Global Standards • Emerging Markets CG Network • OECD Round Tables • Regional Consultative Forums • Tools & CG Material developed by experts and practitioners in different languages • Training programs with local partners, supported by toolkits 4

5. The Forum's value is to capture and develop best practices from around the world (often only available for commercial purposes, i.e. “private goods”) and share them globally for development purposes (i.e. “public good”) Our operational strategy: Delivering a global public good 5

6. Sequenced, Integrated Strategy CG Codes TK 1 Raising boardroom practices, setting framework for enhanced standards Director Institutions TK 2 Creating institutional capacity for implementation of best practice CG Leadership Resources TK 3 Providing material to facilitate sustainable institutions, quality training CG Mediation TK 4 [Due FY09] Supporting business climate and relieving legal system Media TK 5 [Due FY10] Facilitating extra regulatory market oversight – JV with Reuters Toolkits Provide “Best in Class”, Practical Guidance – Building Institutional Capacity 6

7. Leveraging Our Partnerships International Organizations and Donors - OECD, World Bank, IFC and IFC regional facilities - European DFI Network, EBRD, AfDB - UN Global Compact, ICGN, USAID, EU Commission and Slovenia Presidency of EU, IOSCO, Basel Committee, etc. Policy Makers and Regulators - Ministries of Finance, Economic Affairs - Securities Exchange Commissions, Stock Exchanges, Central Banks, etc. Other organizations GRI, CIPE, East-West Management Institute, Reuters Foundation, Toronto Center, ATTF, ECGI, ecoDa and its member organizations, ADFIAP, IDEA.Net and its member institutes, etc. Regional and in-country partnerships - Directors’ and Corporate Governance Associations - Universities and academia, business schools, etc. 7

8. Our Private Sector Advisory Group • PSAG members volunteer 3-10 days of work annually • Brings practical experience, stature to our work • Comprises some 75 leaders in corporate governance • Gives our clients unique access to high level expertise • Provides pragmatic counsel and guidance • Increasingly participates in ALL Forum’s work • Strengthens our Global Mandate and Relevance • Leadership, e.g. keynote addresses, chairing key initiatives • Mentoring and advocacy, e.g. business investor dialogues • Expertise, e.g. development of new tools, consultations • Practical perspectives, e.g. publications, code reviews • Ambassadors, e.g. networking, donors, partners 8

9. Our Systemic Role:a Concrete Example The Forum supports improvement of country business environment Activity: Zambia Corporate Governance Framework Ministry of Finance Forum Leads Public/Private Sector Dialogue WB CG ROSC SOE Assessment Country Reform Action Plan (2008-11) Strengthening Zambia IOD with PSAG (2009-11) Building Board Leadership Training Capacity with Zambia IOD (2009) Regional Media Training with Zambia IOD, Reuters, Deloitte(2009) Zambia CG Code Development with PSAG, Central Bank, SEC, LuSe, and IOD (2010-11) TK5: Media TK2: CG Codes TK1: IOD TK3: CG Leadership 9

10. Target Response by Region Target Response by Scope Target Response by Mandate The Forum Work Program in Action 10

11. Our Transition and Progress FY08 • $5,108K • Projects: 46 • Deliverables: 161 [70 research] • Active in all regions • New tools • Strengthened partnerships • Increased global profile FY07 • $2,499K • Projects: 24 • Deliverables: 37 • Emphasis on TA • Initiate new reform tools • More PSAG involvement FY06 • $1,156K • Projects: 5 • Evaluate Global Mandate • New Strategy FY05 • $1,063K • Projects: 3 • Start of second funding cycle Four fold acceleration in program activity 11

12. Selected Results Since Start of Phase II Based on Forum Best Practices and Guidance from PSAG in collaboration with IFC Regional AS and/or partners, e.g. EBRD, CIPE Building Sustainable Director Training Organizations (TK 1) 31 countries assisted, directly or indirectly, including Morocco, Jordan, Macedonia, Panama, Brazil, Bangladesh, Indonesia, Mozambique, Zambia, Jamaica etc. • Developing CG Codes guiding standards and practices (TK 2) • 43 codes developed and/or reviewed including Bulgaria, Bosnia, Albania, Algeria, Egypt, Syria, Senegal, Azerbaijan, Armenia, China, Philippines, etc. • Includes move to develop scorecards, monitor compliance, currently four countries • Application ranges from national application to only covering listed companies, or SMEs, or Banks, or SOEs, or Islamic Institutions, etc. • To date, estimated 750 companies reporting or required to comply with codes • CG Board Leadership Training to improve board competencies (TK 3) • 12 programs since March 2008 covering 208 participants, 30% women • Utilized 12 master trainers, 50% women • High level ratings from participants and all geographic regions covered by this program • Media Training for financial journalists (TK 5) • Five “core” programs providing intensive training covering 80 participants, 40% women • News reports from participants covered via 59 media outlets to date • High level ratings from participants and strong demand from IFC AS facilities 12

13. Our Value Proposition • Corporate Governance is integral to Growth… • through promoting better governed companies for better societies • Need to address institutional shortcomings… • to develop the necessary capacity for the implementation of international standards and practices • Leveraging our unique advantages… • focused on improving boardroom practices • providing practical guidance drawing on global best practices • Providing relevant, practical assistance… • applying our toolkits drawn from international best practices • using our global network of experts to provide world class guidance • working with like-minded institutions to leverage that capacity (e.g. IFC, World Bank, IADB, EDFIs, EBRD, UN GC, CIPE, etc.) Building Stronger, Sustainable Institutions 13

14. Global Financial Crisis is Deepening… …Significant consequences for Poverty Levels, MDG Targets, Vulnerable Groups • FALLING… • Capital Markets • Currency Values • Remittances • Export Growth • Foreign Direct Investment • World Trade • GDP Growth • Aid Flows CREDIT CRUNCH REDUCTION IN CONSUMER SPENDING ABSENCE OF WORKING CAPITAL CRISIS OF CONFIDENCE CONTRACTION OF GLOBAL TRADE

15. DIFFICULT OBSTACLES TO PRIVATE SECTOR DEVELOPMENT… …BUT BETTER COMPANIES, BETTER SOCIETIES COMPANY LEVEL GOOD CORPORATE GOVERNANCE • Bankruptcies • Workforce Reductions • Hiring Freezes • Operating Cost Reductions • Deferred Investments • Well Run Companies Fare Better in Downturn • 8.9% higher shareholder return (equal weighted) • 23.56% higher shareholder return (market cap weighted) • 90 of 4,200 companies with highest CG ratings by GMI • New Era Integrates Stakeholder Thinking • Minimize negative impacts • Expand societal benefits • Build an ethical organization • Stable Partnerships for Doing Business • Supply Chains (specially at SME levels) • Long-term view • Applying and Enforcing Sound Principles • Independent directors • Oversight mechanisms • Board structures and Board evaluation • Management compensation INDUSTRIAL PRODUCTION • USA: -12.8% • EUROPE: -18.4% UNEMPLOYMENT • Developed Countries: +73.1% • World: +26.6% • 51 million job losses • 90 million entering labor market in 2009-2010

16. “At a moment when economies around the world must focus on restoring trust, the Forum is indispensable as a resource for tools, advice and expertise custom-fit for corporate governance conditions in emerging markets. No other body plays that role. If the Forum didn’t exist, countries would have to invent something like it—but by spending more, duplicating, and getting outputs far less remarkable than those produced by the world class staff at the GCGF.” Stephen Davis Senior Fellow—Millstein Center for Corporate Governance and Performance, Yale School of Management Thank You! Philip Armstrong Global Corporate Governance Forum Telephone +1 202 458 9114 parmstrong@ifc.org www.gcgf.org 16