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CORPORATE GOVERNANCE SCORECARD FOR UZBEK
JOINT STOCK COMPANIES BASED ON OECD PRINCIPLES
Rustam Abduraupov
Apparatus of Senate of the Oliy Majlis of the Republic of Uzbekistan, DSc
rustamabduraupov@gmail.com
Temur Makhkamov
Lecturer at Westminster International University in Tashkent
Abstract:
This article addresses the issues of corporate governance questionnaire currently used
to assess the system of corporate governance in Uzbek Joint-stock companies and proposes a new
Corporate Governance Scorecard based on OECD principles to fulfill the requirements of the
“Roadmap” for the implementation of the Capital Market Development Program in 2021 –
2022.
Key words:
OECD corporate governance principles, scorecard, Uzbekistan.
Аннотация
:
Ushbu maqolada hozirda O'zbekiston aksiyadorlik jamiyatlarida korporativ
boshqaruv tizimini baholashda foydalaniladigan korporativ boshqaruv savolnoma masalalari ko'rib
chiqilgan va 2021-2022 yillarda Kapital bozorini rivojlantirish bo'yicha "Yo'l xaritasi" talablarini bajarish
uchun IHTT tamoyillariga asoslangan Korporativ boshqaruv tizimini baholashning yangi kartasi taklif
qilingan.
Калит
сўзлар
:
IHTT korporativ boshqaruv tamoyillari, baholash kartasi, O’zbekiston.
Аннотация:
В данной статье рассматриваются вопросы анкеты корпоративного
управления, которая в настоящее время используется для оценки системы корпоративного
управления в узбекских акционерных обществах, и предлагается
новая оценочная карта системы
корпоративного управления, основанная на принципах ОЭСР для выполнения требований
«Дорожной карты» для реализации Программы по развитию рынка капитала на 2021
-
2022 годы.
Ключевые слова:
Принципы корпоративного управления ОЭСР, оценочная карта,
Узбекистан.
Introduction
In 2016, the State Competition Committee of the Republic of Uzbekistan jointly with the
Scientific and Educational Center for corporate governance developed a questionnaire to assess
the corporate governance system in Uzbek joint-stock companies. The questionnaire consists
of nine sections and one hundred questions. The main purpose of the questionnaire was to
assess how closely the joint-stock companies in Uzbekistan were following the
recommendations of the corporate governance code, which was developed by the commission
to improve the efficiency of joint stock companies and the corporate governance system in the
country.
Although the questionnaire included such important sections as;
1.
Assessment of preparation procedures for the implementation of the Corporate
Governance Code
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2.
Assessment of compliance with the recommendations of the Corporate Governance
Code
3.
Conformity assessment of the organizational structure of JSC
4.
Evaluation of competitive selection
5.
Assessment of the transition to publication in accordance with IFRS and International
Standards on Auditing
6.
Assessment of the implementation of modern management systems (ISO, ERP, R&D,
etc.)
7.
Information Policy Assessment
8.
Assessment of financial results
9.
Assessment of other directions,
some of the sections of the questionnaire are either outdated or are not directly related
to corporate governance issues. For example, questions in section 1 are no longer applicable,
since their main purpose was to assess the preparedness of JSCs for the implementation of the
Corporate Governance Code at the early stage of its development. Questions in section 5 are
also outdated because they assess the transition to publication of financial results in accordance
with IFRS, while according to the new presidential resolution PR-
4611 dated 24.02.2020 “On
additional measures for transition to International Financial Reporting Standards”
, all Joint-
stock companies, commercial banks and insurance organizations must organize accounting
from January 1, 2021 and, starting from the results of 2021, prepare financial statements based
on IFRS. Other than that, questions in section 6 (Assessment of the implementation of modern
management systems) and 8 (Assessment of financial results) are out of scope of Corporate
Governance issues.
Therefore, in order to fulfill the requirements of the "ROADMAP" for the
implementation of the Capital Market Development Program in 2021
–
2022 given in the
presidential decree “On Measures for further development of the Capital Market” PD №
-6207
dated 13.04.2021, it would be expedient to replace the current corporate governance
questionnaire with a new, updated scorecard that is based on OECD principles of corporate
governance.
Literature review
Stakeholder theory explains that a company is obliged to a group of people who
influence and are influenced by the company’s activities. One way to fulfill these obligations is
by voluntary disclosures outside of the mandatory disclosures to fulfill the company’s
obligations to all stakeholders (Freeman, 1984). Sustainability reporting is a way to reduce
information asymmetry between companies and investors (Gavana et al., 2017), reduce
conflicts with shareholders (Becchetti et al., 2012; Harjoto & Jo, 2011), and as a way for
companies to promote corporate governance. Effective business sustainability by encouraging
accountability and transparency. (Jo & Harjoto, 2011). The influence of corporate social
responsibility and corporate governance on firm value increases among shareholders,
practitioners, and regulators (Jo & Harjoto, 2011). Sustainability disclosure is very much
determined by corporate governance (Harjoto & Jo, 2011; Kend, 2015; Kolk & Pinkse, 2010). It
is effective as a legal mechanism to protect and improve relations between outside
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investors/minority shareholders of the majority shareholders and company management (Adel
et al., 2019; Jo & Harjoto, 2011; La Porta et al., 2000; Michelon & Parbonetti, 2012; Naciti, 2019).
In addition, corporate governance plays an important role in ensuring that legalization has been
implemented by companies through disclosure of social responsibility (Khan et al., 2013;
Michelon, 2011).
Development and importance of Corporate Governance Scorecards
A scorecard is a quantitative tool to measure the level of compliance with a code and/or
a standard of corporate governance. Scorecards compare governance practices to a
benchmark. Typically, the benchmark is a national code of corporate governance or an
international code or standard. Scorecards are not used principally to measure regulatory
compliance. Rather, scorecards measure the observance of a voluntary code of best practice.
Scorecards are used to assess a company’s governance practices, show progress over time, and
compare different companies and even groups of companies within or across countries. The
history of corporate governance scorecard goes back to the early 1990s when the International
Finance Corporation (IFC), a member of the World Bank Group, was developing codes of
corporate governance, more and more countries have adopted governance codes. By the late
1990s, the revolutionary recommendations on good corporate governance of the OECD
(Organization for Economic Co-operation and Development) became a major trend. IFC encour-
aged this trend by helping a large number of developing and emerging markets develop their
own codes. The intention was that codes and better governance would boost the development
of capital markets, help companies perform better, and make them better members of society.
In 2005, the then IFC Global Corporate Governance Forum published a toolkit,
“Developing Corporate Governance Codes of Best Practice”
, and began using it widely to help
countries develop their own codes and create their governance standards. Many countries
drafted codes, and the understanding of governance and its impact on companies, markets,
and societies grew significantly in all of the world’s regions.
Despite these advances, the mere existence of a local corporate governance code did
not automatically translate into better practice. Regulators, stock exchanges, and other
organizations often put considerable effort into code development, only to face the new
challenge of how to make good governance practices a working reality. Their work was often
complicated by the limited experience most developing countries and emerging markets have
with voluntary tools as a means of changing corporate behavior.
Something was needed to encourage best practice in governance, but without the
intrusiveness of legislation. Part of the answer was scorecards, which had been inspired by the
experience of private sector investors assessing compliance with national codes. Later,
institutes of directors, stock exchanges, and regulators used scorecards to assess and promote
governance reform. IFC has used them as tools to help a variety of users identify weakness in
governance and alert them to areas that require reforms.
The original source of inspiration for many scorecards was the one developed by the
German Financial Analysis and Asset Management Association (DVFA). The purpose of the DVFA
scorecard was to provide financial analysts and investors with a practical tool to evaluate the
governance of listed German companies. In addition, the DVFA scorecard served as a tool to
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measure the level of compliance of listed companies with the German Corporate Governance
Code.
Scorecards have goals at both the market level and the company level. At the market
level, the overarching goal is the development of safer and more efficient capital markets. One
way to strengthen capital markets is to improve the implementation of the governance
framework. Governance codes and standards are an important part of this framework.
Scorecards encourage implementation of codes and standards by benchmarking companies
and countries over time. Scorecards set expectation levels, generate incentives for reform, help
direct change, and can set in motion a process of continual improvement. At the company level,
these goals begin with providing companies with a powerful analytical tool. Scorecards are a
useful basis for companies to start an analysis of their governance practices. Scorecards help
identify shortcomings against locally defined standards and/or generally accepted international
standards of good practice. The findings of a scorecard can be used to help the company devel-
op a corporate governance improvement plan. The ultimate outcome should be better
operational performance and lower risk because of better governance practices.
Scorecards generate important
information on the quality of governance
practices.
They can tell whether
companies ignore codes or follow code
recommendations. They provide
information on the impact of governance
codes. They can be used to compare
practices between companies and
between countries.
•
Scorecards encourage companies to
improve their governance
. Comparisons
to other companies provide an important
indicator on how the company stacks up
against a peer group and can motivate
companies to improve their governance.
Scorecards are particularly useful when a
(new) code of corporate governance is
introduced in a country.
•
Companies want concrete and useful
information
. Most companies want
quantifiable and comparable information
on the quality of their governance
practices. Companies want to know when
and where they fall short so that they can
act.
•
The main beneficiaries of scorecards are
companies and their stakeholders.
Scorecards can help companies improve
their strategy, decision making, risk
management, control, and organization.
•
Anydiv can initiate a scorecard
project.
Scorecards are of interest to
companies, regulators, stock exchanges,
institutes of directors, chambers of
commerce, investors, academics, and
more.
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It has been shown repeatedly that scorecards educate companies on good governance
practices and on local codes. Iterative scorecard assessments can create a virtuous cycle by
which companies assess, reform, and ratchet up their governance practices.
Potential users of scorecards include companies, regulators, stock exchanges, institutes
of directors, and development finance institutions (DFIs). Each is likely to have somewhat
different goals. Companies tend to be more interested in addressing the concrete day-to-day
issues they face in their governance. Regulators and stock exchanges tend to be more
interested in measuring code compliance and drawing conclusions about the effectiveness of
the regulatory framework. DFIs are usually interested in encouraging market-level change in
corporate governance practices and transferring knowledge and skills to local counterparts.
Each user will likely play a different role in the development of a scorecard. It is useful to
distinguish between the roles of different users to see how and what each contributes.
Below are three main user roles:
1.
Initiator:
The initiator is the institution that suggests undertaking the development of
a scorecard. The initiator will typically seek to test the concept with a number of local
stakeholders, establish whether a scorecard has utility, and encourage implementation. The
initiator’s role is to
catalyze action. It may seek other institutions to lead and implement. IFC
often finds itself in the role of initiator.
2.
Owner:
The owner of a scorecard project is the institution that takes a leadership role
and primary responsibility for implementation. Ideally, the owner is a local institution.
Ownership with a local institution promotes sustainability through a knowledge transfer to local
partners.
3.
The beneficiary:
All the institutions involved in the development of a scorecard will
derive some benefit. A regulator may extract information important for the development of
sound policy, a stock exchange may enhance its image as a trading location, and a business
association may provide a valuable service to its members. The ultimate beneficiaries are the
companies whose governance practices are being assessed.
Though scorecards are often initiated by regulators, anydiv can initiate or own a
scorecard. In practice, institutions may play multiple roles.
Methodology
The evaluation basis of the corporate governance scorecard for Uzbekistan that we are
suggesting in this article is built around the G20/OECD Principles of Corporate Governance,
which are the globally accepted benchmark for corporate governance. While applying the
G20/OECD Principles, we also considered the issues related to the Uzbek context and the
regulatory framework.
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Illustration 1. G20/OECD Principles of Corporate Governance
The principles capture the essential elements of corporate governance:
•
Principle I:
Ensuring the basis for an effective corporate governance framework
The corporate governance framework must help promote transparent and fair markets,
and the efficient allocation of resources.
•
Principle II:
The rights and equitable treatment of shareholders and key ownership
functions
The corporate governance framework must identify basic shareholder rights and provide
equitable treatment of all shareholders.
•
Principle III:
Institutional investors, stock markets and other intermediaries
The corporate governance framework must disclose and minimize conflicts of interest of
market participants.
•
Principle IV:
The role of stakeholders in corporate governance
The corporate governance framework must encourage active co-operation between
companies and their stakeholders.
•
Principle V:
Disclosure and transparency
The corporate governance framework must facilitate disclosure of material information
to aid in informed decision-making.
•
Principle VI:
The responsibilities of the board.
The corporate governance framework must ensure effective supervision by the board
and enhance the board accountability to stakeholders
Uzbekistan CG scorecard
A few facts about the
G20/OECD Principles of Corporate Governance’s popularity can be
listed as following; The G20/OECD Principles of Corporate Governance have been adopted as
Principle I:
Ensuring the
basis for an effective
corporate governance
framework
Principle II:
The rights and
equitable treatment of
shareholders and key ownership
functions
Principle III:
Institutional
investors, stock markets and
other intermediaries
Principle IV:
The role of
stakeholders in corporate
governance
Principle V:
Disclosure and
transparency
Principle VI:
The
responsibilities of the
board
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one of the Financial Stability Board’s (FSB) Key Standards for Sound Financial Systems serving
FSB, G20 and OECD members, they have been used by the World Bank Group in more than 60
country reviews worldwide, and finally they serve as the basis for the Guidelines on corporate
governance of banks issued by the Basel Committee on Banking Supervision.
It is required that the evaluation to be conducted only on publicly available data. Sources
of information will primarily include official company documents on the company website,
regulator’s official database (openinfo.uz) and stock exchange website. Some speci
fic questions
may be sought in regulatory orders and media reports.
Illustration 2. Methodology of the scorecard.
The questions in the scorecard have been grouped into four categories
–
each category
corresponding to one of the principles recognized in the G20/OECD Principles as a measure of
good corporate governance:
Illustration 3. Corporate Governance principles included in the scorecard.
The Scorecard has been developed considering four of the six G20/OECD Principles
(Principle II, I
V, V, and VI), which focus directly on the company’s governance practices.
G20/OECD Principles I and III have been dropped, as they deal with the overall regulatory
environment and the role of market participants in corporate governance
–
factors, which are
not in the control of the company.
Rights and equitable
treatment of
shareholders
• Quality of shareholder
meetings
• Related party
transactions
• Investor grievance
policies
• Conflicts of interest
Role of stakeholders
in corporate
governance
• Business responsibility
initiatives
• Supplier management
• Employee welfare
• Investor engagement
• Whistle blower policy
Disclosures and
transparency
• Ownership structure
• Financials
• Company filings
• Risk Management
• Audit integrity
• Dividend payouts and
policies
Responsibilities of
the board
• Board and committee
composition
• Training for directors
• Board evaluation
• Director remuneration
• Succession planning
Rights and equitable treatment of all
shareholders
(30% weight)
Responsibilities of the board
(30% weight)
Role of stakeholders
(10% weight)
Disclosure and
transparency
(30% weight)
Total score
= 100
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The scorecard consists of 70 questions, which are divided into four categories
corresponding to the respective G20/OECD principles. Each category has a different number of
questions that address the relevant issues related to the specific G20/OECD principle. The
weights assigned to each category are based on the number of questions in the category and
the relative importance of the questions in that category in the Uzbek corporate governance
framework.
The quality of corporate governance practices referred to in each question are marked
as following:
•
2 points:
If the company follows global best practices for that element of corporate
governance
•
1 point:
If the company follows reasonable practices or meets the Indian standard for
that element of corporate governance
•
0 point:
If the company needs to improve in that element of corporate governance
Some questions do require a more limited ‘yes’/‘no’ response. In such cases, 2 points are
awarded for a positive response and zero points for a negative response. If information is not
observable through publicly available relevant information, the question will not be awarded
any points.
Some questions may also provide for a “not applicable” option. If t
he assessors select
this option, the question will be excluded while applying the scoring formula.
Each question has a detailed response key, which underlines the best practice. The
assessors need to strictly adhere to what is mentioned in the response key for scoring on each
question.
Table 1. Corporate governance scorecard structure
Category
Number
of
questions
Maximum
attainable
score
Category
weight
Rights and equitable treatment of
shareholders
19
38
30
Role of stakeholders in corporate
governance
9
18
10
Disclosure & Transparency
23
46
30
Responsibilities of board
19
38
30
Total
70
100
To calculate the final score for a company, the assessors need to:
a. Add the scores for all responses under a category and divide it by the maximum
attainable score for the category. This may need to account for questions that are not applicable
for the company.
b. Multiply the ratio so obtained by the total category weight to give a weighted score
for that category.
c. Sum all weighted scores across all four categories. The final score will be rounded up
or down to the nearest integer.
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𝐶𝑎𝑡𝑒𝑔𝑜𝑟𝑦 𝑆𝑐𝑜𝑟𝑒 =
𝐴𝑔𝑔𝑟𝑒𝑔𝑎𝑡𝑒 𝑠𝑐𝑜𝑟𝑒 𝑜𝑓 𝑎𝑙𝑙 𝑞𝑢𝑒𝑠𝑡𝑖𝑜𝑛𝑠 𝑢𝑛𝑑𝑒𝑟 𝑐𝑎𝑡𝑒𝑔𝑜𝑟𝑦
𝑁𝑢𝑚𝑏𝑒𝑟 𝑜𝑓 𝑎𝑝𝑝𝑙𝑖𝑐𝑎𝑏𝑙𝑒 𝑞𝑢𝑒𝑠𝑡𝑖𝑜𝑛𝑠 𝑖𝑛 𝑐𝑎𝑡𝑒𝑔𝑜𝑟𝑦×2
× 𝐶𝑎𝑡𝑒𝑔𝑜𝑟𝑦 𝑊𝑒𝑖𝑔ℎ𝑡
(1)
𝑇𝑜𝑡𝑎𝑙 𝑆𝑐𝑜𝑟𝑒 = 𝐶𝑎𝑡𝑒𝑔𝑜𝑟𝑦 𝑠𝑐𝑜𝑟𝑒
1
+ 𝐶𝑎𝑡𝑒𝑔𝑜𝑟𝑦 𝑠𝑐𝑜𝑟𝑒
2
+ 𝐶𝑎𝑡𝑒𝑔𝑜𝑟𝑦 𝑠𝑐𝑜𝑟𝑒
3
+
𝐶𝑎𝑡𝑒𝑔𝑜𝑟𝑦 𝑠𝑐𝑜𝑟𝑒
4
(2)
Table 2. Corporate governance scoring example
Category
Total
score
(A)
Maximum
attainable
score
(B)
Category
weight
(C)
Weighted
score (A/B)*C
Rights and equitable treatment
of shareholders
30
38
30
24
Role
of
stakeholders
in
corporate
governance
12
18
10
7
Disclosure & Transparency
38
46
30
25
Responsibilities of board
28
38
30
22
Final score
100
77
Based on the final score, companies will be grouped into the following groups:
Table 3. Score groups
Final score
Level of corporate governance
> = 70
Leader
60 - 69
Good
50 - 59
Fair
< 50
Basic
Conclusion/Recommendations
Perspectives of being ranked in accordance with the new Corporate Governance
scorecard will push the joint-stock companies in Uzbekistan to develop written policies and
procedures. It will enhance transparency toward all shareholders and the markets. Once the
companies are ranked, there will be a competition among the companies to be in line with
governance leaders and the leaders companies will be recognized as quality investment
companies among potential investors. Written policies and procedures of good corporate
governance will develop commitment to good governance at board and executive levels. It will
also create better understanding of governance and how it affects company operations.
Enhanced protection of minority shareholders will boost the image of a company, which will
lead to higher stock prices in the capital markets.
The new Corporate Governance scorecard will raise awareness of corporate governance
issues, since in the beginning many joint-stock companies will have difficulty to score high, until
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they develop their policies and procedures of good corporate governance and start scoring
higher. Publicly available scores will generate real-time information that allows comparison of
any company to a peer group. Once the score gains popularity and joint-stock companies will
want to boost their CG scores, there will be more demand for a network of consultants to advise
enterprises on their governance. This in turn will lead to the development of many governance
action plans developed at the company level. The developed plans will lead to actual changes
in governance practices and allows generation of aggregated data on governance practices,
categorized by sector, size, region, and the quality of governance.
Uzbekistan does not have the institute of directors, but as the economic reforms
continue, the institute will eventually evolve, and the development of corporate governance
scorecard will be of very high importance for its functioning. For the institute of directors, the
new corporate governance scorecard will raise awareness of corporate governance and
maintain public attention over years. This will lead to the development of governance action
plans within the listed companies and to measurable improvement in governance practices of
companies over time. Awards programs and disclosure will incentivize for better governance.
Uzbekistan’s reputation will be improved for its corporate governance practices and will
generate useful information to policymakers on the governance practices of listed companies,
state-owned enterprises, and banks.
Using the new corporate governance scorecard will help the stock exchange to measure
changes in governance practices among listed companies overtime. The scorecard can also be
used by the stock exchange as one of the qualifying requirements for companies to be listed in
the exchange. Companies to be listed will be incentivized to improve governance through
competition with other companies. Collected data will generate useful information for the stock
exchange, regulators, and policymakers and enhance the reputation of the stock exchange and
the country as an investment destination.
From the
regulator’s
perspective, the new corporate governance scorecard will permit
verification of levels of implementation of national code of corporate governance as well as
legal compliance. It will provide indications of the effectiveness of codes and the degree of
implementation of the law on joint-
stock companies and protection of shareholders’ rights. The
regulator will be able to identify corporate governance practices where companies are
relatively strong or weak. Generated data on governance practices over time will let detect
trends and that will force companies to conduct severe self-checking of their governance
practices.
References
1.
Presidential Resolution of the Republic of Uzbekistan
“
On additional measures for the
transition to International Financial Reporting S
tandards”,
February 24, 2020, PR-
№
4611.
2.
Presidential Decree of the Republic of Uzbekistan
“
On measures for further
development of the capital market”,
April 13, 2021, PD-
№
6207.
3.
International Finance Corporation (2018). Corporate Governance Scores S&P BSE 100
companies.
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