1 / 10

Corporate Governance

Corporate Governance. ROLE AND FUNCTION OF SUPERVISORY BOARDS IN BOSNIA AND HERZEGOVINA (FEDERATION). Created by: Faris Njemcevic, Fund Management Company PROF-IN, Sarajevo. Introduction. Single-layer model (Supervisory board only) Deal s with firms that are subject to privatization

liam
Télécharger la présentation

Corporate Governance

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Corporate Governance ROLE AND FUNCTION OF SUPERVISORY BOARDS IN BOSNIA AND HERZEGOVINA (FEDERATION) Created by: Faris Njemcevic, Fund Management Company PROF-IN, Sarajevo Supervisory boards in B&H

  2. Introduction • Single-layer model (Supervisory board only) • Deals with firms that are subject to privatization • Supervisory board is a link between management and shreholders, where: • It has wider rights towars management, and • By laws regulate rights and responsibilities in more details Supervisory boards in B&H

  3. Introduction • Role of Management continously becomes stronger, because: • Amount of information is rapidly increasing, • Business becomes more and more complex, • Supervisory board members are external and do not come from the same branch – managers lead the game • Supervisory board functions: • As a body • In the best interest of all shareholders • With limited and united responsibility towards all shareholders Supervisory boards in B&H

  4. Rights and role of Supervisory board (legal framework) • Most important duties of Supervisory bord: • Chooses Management based on presented business plan; • Tracks results; • Adopts all company’s acts prescribed by law; • Makes particular decisions set by law; • Adopts financial reports (annual and semiannual) and business plan for the following year; Supervisory boards in B&H

  5. Rights and role of Supervisory board (legal framework) • Most important duties of Supervisory board: • Proposes to the shareholders the way of profit sharing and loss cover; • Approves offering of new shares up to 1/3 of nominal value of existing shares; • Carries out decisions made by shareholders. • Structure of the board: • Supervisory board consists of at least 3 members; • Number must be odd; • Decision valid with majority votes. Supervisory boards in B&H

  6. Supervisory boards in practice • Participants in privatization: • Citizens, • Local powerfull persons, • Privatization Investment Funds. • Detected problems: • No established labour market for Supervisory bord members; • No clear corporate ownership structure with clear company’s goals; • Many of privatized companies (with valuable real estate) were target for local powerfull persons; Supervisory boards in B&H

  7. Supervisory bords in practice • Detected problems: • No developed labour market for managers, therefore Supervisory boards cannot easily find a director – most of firms need new Management; • Supervisory boards not aware of their responsibility and they think they are only delegates of some shareholders; • HRM in corporate governance is poor with no room for bonuses, benefits and stimulation; • Members of Supervisory bords are working full time elsewhere and can not devote much time to the firm. Supervisory boards in B&H

  8. Recommendations • Main goal: to stop further sinking of the company; • Every firm can do better with good Manager who will get full support and motivation by its Supervisory board; • Privatization Investment Funds cannot have active approach (as strategic partner) but can contribute to restructure of companies by electing their bestpeople into Supervisory boards and Management; • Supervisory board as a profession – gather and educate Supervisory board members Supervisory boards in B&H

  9. Conclusion WE NEED: A COMPREHENSIVE CONCEPT OF CORPORATE GOVERNANCE DEVELOPMENT AT THE MACRO LEVEL! Supervisory boards in B&H

  10. THE END THANK YOU FOR YOUR ATTENTION!!! Name: Faris Njemcevic Company: Fund Management Company PROF-IN Sarajevo Address: Radiceva 8, Sarajevo Bosnia and Herzegovina Phone: + 387 33 26 33 00 Fax: + 387 33 26 33 02 Supervisory boards in B&H

More Related