1. Developing and Implementing Corporate Governance Codes of Best Practice in Eurasia: Rationale and Process Lessons Learned from Bulgaria Clarifying the Objectives

2. Lessons Learned from Bulgaria Clarifying the Objectives Prof. Bistra Boeva, Co-Chair of the Bulgarian Corporate Governance Code of Best Practice Task Force

3. What elements should be included in the terms of reference? Determining the goal, objectives purpose and role of a code Key issues Enforcement The Toolkit and the Bulgarian experience

4. What elements should be included in the terms of reference? Terms of reference the purpose of the code the objectives scope of the code areas to be covered by the code nature of the code (compliance, enforcement, implementation First meeting: Sept. 29 2006

5. The goal of this Code is to contribute through good corporate governance to the strengthening of the competiveness of Bulgarian companies and to make the country more attractive to foreign investors BNCCG -Introduction

6. Other goals Help improve CG practices of Bulgarian companies Raise stakeholders awareness of the importance of CG Attract foreign and domestic investment and increase trust in the market Help companies comply with EU standards and EC recommendations in matters of CG Better prepare Bulgarian companies for international competition within the EU market-3rd meeting/ Nov. 21 2006

7. Objectives Give the companies CG best practice format Provide for clear rules of disclosure and equal access to information Help companies to better understand the respective roles of the management and boards of companies Provide practical guidance on how to govern the companies

8. Key issues – preliminary list or national practice issues Conflicts of interest Related party transactions Payment of dividends Disclosure of key executive pay Shareholder meetings Appointment of directors Enforcement and implementation of the CG codes Respective roles of executive managers and directors Respective functions of the Chairman and the CEO

9. Benchmarks and existing codes to be reviewed OECD principles 2004 EU directives and recommendations Codes of member states( Austria, Belgium, Czech republic, Denmark Germany, Greece, Italy, Poland, Romania, Slovenia, Spain, UK) and Turkey

10. to achieve a balance between the established Bulgarian practices and the international corporate governance standards BNCCG

11. Type of the companies at which the code is targeted: public companies companies that are planning to become public

12. enforcement comply and explain listed rules of BSE: companies listed on official market of equity (segment A+ B) have to comply with BNCCG

13. Lessons learned 1. a correct and detailed setting of goals and definition of objectives -important prerequisites for the success of the project- BNCCG 2. a consensus of the task force participants, representing the business community, BSE, the Government, NGOs and academia on the setting of goals and the definition of objectives 3. goals and objectives –constant parameters with slight modification during the process of the elaboration of the Code 4. goals and objectives, which were determined by the Task Force reflect the level of development of CG in Bulgaria and the needs for improvement.

14. Lessons learned Follow the GCGF toolkit guidance; Navigate the project through the turbulent environment; Stick to your country’s achievements and perspectives; Combine well established rules with your personal experiences

15. Thank You for your cooperation! Prof. Bistra Boeva