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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

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BENEFITS OF IMPROVED CORPORATE GOVERNANCE

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  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

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