Class: Five Elements of Corporate Governance to Manage Strategic Risk
Technical Assistance Consultant’s Report
The views expressed herein are those of the consultant and do not necessarily represent those of ADB’s members, Board of Directors, Management, or staff, and may be preliminary in nature.
Project Number: 36027
June 2005
RETA 6137-REG: Corporate Governance Component
Prepared by Henry Schiffman
For the Asian Development Bank
This consultant’s report does not necessarily reflect the views of ADB or the Government concerned, and
ADB and the Government cannot be held liable for its contents. CONTENTS
I. INTRODUCTION 1
II. EXECUTIVE SUMMARY 2
III. GENERAL OVERVIEW: THE CHALLENGE OF GOOD CORPORATE GOVERNANCE IN CENTRAL ASIA 3
IV. ITEMS OF THE TERMS OF REFERENCE 5
APPENDIXES
1. Country-by-Country Findings and Recommendations 6
2. Summary of Corporate Governance by Country 14
3. Comparison of Legal Frameworks 18
4. Comparison of Regulatory Regimes 20
5. Comparison of Promotional Activities 21
6. Summary of Recommendations 22
7. CDC Institute of Corporate Directors Proposal 23
8. Illustrative Cases: Practice and Promotion of Corporate Governance 30 2
I. INTRODUCTION
1. In April 2004 the corporate governance component of TA 6137 REG commenced activities in Tajikistan and the Kyrgyz Republic. In November work began in Kazakhstan and
Azerbaijan. The work was led by Henry N. Schiffman, International Corporate Governance
Expert, who was ably assisted by local consultants Tahmina Nurova and Victoria Victorova in
Tajikistan, Arslanbek Kenenbaev in the Kyrgyz Republic, and Amir Tussupkhanov in
Kazakhstan and Azerbaijan.
2. The project undertook a comprehensive analysis of corporate governance and needs for its strengthening in Central Asia1 focusing on four principal areas:
A. The Legal Framework for Corporate Governance
3. Analysis of the legal framework to determine whether remedial legislation is appropriate to provide the proper enabling environment for corporate
The views expressed herein are those of the consultant and do not necessarily represent those of ADB’s members, Board of Directors, Management, or staff, and may be preliminary in nature.
Project Number: 36027
June 2005
RETA 6137-REG: Corporate Governance Component
Prepared by Henry Schiffman
For the Asian Development Bank
This consultant’s report does not necessarily reflect the views of ADB or the Government concerned, and
ADB and the Government cannot be held liable for its contents. CONTENTS
I. INTRODUCTION 1
II. EXECUTIVE SUMMARY 2
III. GENERAL OVERVIEW: THE CHALLENGE OF GOOD CORPORATE GOVERNANCE IN CENTRAL ASIA 3
IV. ITEMS OF THE TERMS OF REFERENCE 5
APPENDIXES
1. Country-by-Country Findings and Recommendations 6
2. Summary of Corporate Governance by Country 14
3. Comparison of Legal Frameworks 18
4. Comparison of Regulatory Regimes 20
5. Comparison of Promotional Activities 21
6. Summary of Recommendations 22
7. CDC Institute of Corporate Directors Proposal 23
8. Illustrative Cases: Practice and Promotion of Corporate Governance 30 2
I. INTRODUCTION
1. In April 2004 the corporate governance component of TA 6137 REG commenced activities in Tajikistan and the Kyrgyz Republic. In November work began in Kazakhstan and
Azerbaijan. The work was led by Henry N. Schiffman, International Corporate Governance
Expert, who was ably assisted by local consultants Tahmina Nurova and Victoria Victorova in
Tajikistan, Arslanbek Kenenbaev in the Kyrgyz Republic, and Amir Tussupkhanov in
Kazakhstan and Azerbaijan.
2. The project undertook a comprehensive analysis of corporate governance and needs for its strengthening in Central Asia1 focusing on four principal areas:
A. The Legal Framework for Corporate Governance
3. Analysis of the legal framework to determine whether remedial legislation is appropriate to provide the proper enabling environment for corporate