AZERBAIJAN CORPORATE GOVERNANCE CODE DEVELOPMENT

AGENDA AZERBAIJAN CORPORATE GOVERNANCE CODE DEVELOPMENT Park Inn January 14th, 2009 9:30 – 10:00 Registration 10:00 – 10:40 Opening Remarks Mr Phil Armstrong, Head Global Corporate Governance Forum, IFC Mr Mikayil Jabbarov, Deputy Minister of Economic Development of the Republic of Azerbaijan The IFC Azerbaijan Corporate Governance Project is funded by Mr Rufat Aslanli, Chairman of the State Committee for Securities Mr Philipp Keller, State Secretariat for Economic Affairs SECO Mr Paul Davis, USAID Mission Economist 10:40 – 11:15 WHY IS CORPORATE GOVERNANCE SUCH A BIG DEAL? Key Note Address by Mr Christian Strenger, Director, DWS Investment GmbH, Deputy Chairman of the Global Corporate Governance Forum’s Private Sector Advisory Group     The business case for corporate governance The role and importance of CG Codes The German example The benefits of CG codes for emerging markets 11:15 – 11:30 Coffee-break 11:30 – 13:00 WHY DEVELOP CORPORATE GOVERNANCE CODES & REGULATIONS? Panel discussion moderated by Mr Richard Frederick, Senior Consultant, Global Corporate Governance Forum Case 1: Attracting Foreign Investment - The Experience of Bulgaria Prof Bistra Boeva, Co-Chair of the Bulgarian Corporate Governance Code of Best Practice Task Force Case 2: Supporting Privatization: Why Corporate Governance Matters Robert D Strahota, Strahota Capital Markets LLC Case 3: Enhancing Private Sector Transparency John Corrigan, Chief of Party, USAID Trade and Investment Support Program in Azerbaijan 13.00 – 14.00 Lunch 14:00 – 15:30 THE INTERNATIONAL FRAMEWORK: WHAT LESSONS CAN BE APPLICABLE TO AZERBAIJAN? Panel discussion moderated by Caroline Bright, Azerbaijan Corporate Governance Project Manager, International Finance Corporation OECD Principles Mr Richard Frederick, One of the Principal Authors of the OECD Principles of Corporate Governance South Africa’s Corporate Governance Code Mr Philip Armstrong, Main Convener of the corporate governance King II report in South Africa The German Code Mr Christian Strenger, Member of the German Government Commission on Corporate Governance Coffee-break Coffee-break The Different Enforcement Mechanisms in Central Europe and Central Asia Presentation by Gian Piero Cigna - Principal Counsel, European Bank for Reconstruction and Development Questions: What are the difference enforcement mechanisms? What is comply or explain? Does it work in Azerbaijan? Is there something better? What are the implications of different legal cultures? How is compliance being encouraged in practice? Forward looking and vision for corporate governance in Azerbaijan Mr Sanan Tapdigov, Head of the Corporate Governance Division of the Ministry of Economic Development of the Republic of Azerbaijan Mr Agshin Alizade, Expert of Azerbaijan Investment Company Speakers’ Profiles (By order of sessions) Christian Strenger is a member of the German Government Commission on Corporate Governance and a member of the Capital Markets Committee of the German Ministry of Finance He serves on several boards including DWS Investment GmbH and Fraport AG, Frankfurt, The Germany Funds, New York (Chairman) and Hermes Focus Asset Management Europe Limited, London From 1991-1999 he was Managing Director and CEO of DWS Investment in Frankfurt Prior to that, he spent 20 years in the Deutsche Bank Group in different leading positions in Frankfurt, London and New York in the fields of corporate finance and asset management He has a MBA from the University of Cologne and was a former Chairman of the International Corporate Governance Network Richard Frederick is a consultant who advises on issues of governance and transparency He was one of the principal authors of the OECD Principles of Corporate Governance, and a contributor to the OECD Guidelines for Multinational Enterprises, the UN Guidance on Good Practices for Corporate Governance Disclosure, and other national and international codes of governance Mr Frederick was involved in the privatization of state-owned enterprises for the Treuhandanstalt in the former East Germany and, while at KPMG, advised boards on the development of incentive compensation schemes Formerly a Principal Administrator at the OECD and the Director of Operations of the International Federation of Accountants, Mr Frederick holds an undergraduate degree from Yale University and an MBA from INSEAD Prof Bistra Boeva started her career at Sofia Marketing Institute She became assistant professor at the Higher school of economics (1974-1984) During 1984-1997 Prof Boeva acted as an associate professor and director department International economic relations and business at the Sofia University for national and world economic studies She was a member of the associate faculty of the UK Henley management college (1994-2002) In 1996 Prof Boeva was elected and served one year as a Chair of Supervisory board of one of the Bulgarian privatization funds In 1997 she became professor at the Sofia University for national and world economic studies During 1997-2001 Prof Boeva was Commissioner at the Bulgarian National Securities Commission Since 2001 Prof Boeva has acted as a director of the International economic relations and business department In 2002 she was elected as a director of the Centre for Corporate Governance - Institute for post graduate studies During 2001- 2003 Prof Boeva has been also a part time consultant for USAID Capital market projects Prof Boeva is Co Chair of the Task Force for Bulgarian National Code for Corporate Governance; a regular participant and contributor to OECD Round Tables on Corporate Governance in South East Europe and a lecturer on CG issues on master programmes in Bulgaria and Italy She is a graduate of the Higher school of Economics, Sofia (1970) In 1975 she become a Ph D Prof Boeva has attended numerous conferences, courses and fellowships in capital markets, corporate governance, project financing and privatization Robert D Strahota is a senior corporate governance specialist with 36 years of experience in assessing legal and regulatory frameworks, securities law, corporate law, and partnership law He is founder and owner of Strahota Capital Markets, LLC, which is a company that provides securities law and corporate governance consulting in emerging capital markets Mr Strahota previously managed technical assistance and training programs for emerging securities markets during a 12-year career at the United States Securities and Exchange Commission (“SEC”), where he also managed the design and delivery of the SEC’s annual International Institute for Securities Market Development, and served as assistant director of the SEC’s Office of International Affairs Prior to that, as a partner at the Washington office of the law firm of Kirkland & Ellis, Strahota represented publicly-held corporations in proceedings before the SEC Strahota has provided capital markets training and assistance in more than 35 countries, including India, Vietnam, Ukraine, Romania, Columbia, and Poland Education: Juris Doctor (U.S law degree), Catholic University of America, Washington Master of Business Administration, (concentration in accounting and finance), Cornell University, New York John T Corrigan is an American commercial lawyer with more than 20 years’ experience in corporate law, commercial law, debtor-creditor law, and international arbitration and litigation In addition to law practice in the United States, he has worked in private law practice in Kazakhstan, Kyrgyzstan, and Uzbekistan, and has worked on legal reform projects in the Baltic States, Central Asia, Moldova, Ukraine, Armenia, and Kosovo Currently, he serves as Chief of Party of USAID’s Azerbaijan Trade and Investment Reform Support Program Caroline Bright is the Project Manager of IFC’s Azerbaijan Corporate Governance Project which works to improve corporate governance practices in Azerbaijan Funded by the Swiss Government’s State Secretariat for Economic Affairs (SECO) and implemented by International Finance Corporation (IFC), the Project has been helping local companies and banks to enhance operations and increase their ability to attract financing and investment The Project also supports reform in the legislative framework regulating corporate governance issues in Azerbaijan Previously Caroline worked as a private sector development consultant, predominantly working on strategy and risk management of banks and microfinance institutions in Eastern Europe and the former Soviet Union Caroline read Russian Studies at the University of London and received her MBA from Henley Management College with a thesis on corporate responsibility and electives in project management and corporate governance Philip Armstrong heads the Global Corporate Governance Forum, based in Washington DC, United States The Forum is a multi-donor trust fund cofounded by the World Bank Group and the OECD to promote global, regional and local initiatives to improve the institutional framework and practices of corporate governance in developing countries and emerging markets The Forum is located in the International Finance Corporation’s Business Advisory Services Vice Presidency Philip is an internationally acknowledged expert on corporate governance and was the principal convener and main editor of the 2002 King Report on Corporate Governance for South Africa He has had a distinguished and varied career in executive and senior management in a number of South Africa’s prominent listed companies, including holding the position of Senior Vice President: Corporate Secretary of Anglo American Corporation of South Africa Limited Immediately prior to heading the Forum, he was Director: Corporate Governance at a leading South African law firm Philip Armstrong has served with distinction on a number of boards of companies, governing bodies of professional institutions, and policy initiatives in South Africa and internationally He is a former member of the board of governors of the International Corporate Governance Network, member of the European Corporate Governance Institute, and a fellow and past President of the Institute of Chartered Secretaries and Administrators in Southern Africa He has been closely involved in the affairs of the Institute of Directors in South Africa, and was instrumental in producing the Commonwealth Guidelines on corporate governance (1999) Noteworthy, has been his involvement as an expert resource on corporate governance for the NEPAD initiative in Africa And more recently, in 2006, he was conferred with an honorary doctorate in business administration from the Oxford Brookes University in the UK in recognition of his contributions to corporate governance internationally, with particular reference to developing countries Philip works extensively with governments, regulators and policy makers, institutions and organisations, companies and boards in the private and public sectors globally on issues of corporate governance policies, standards, practices and implementation Gian Piero Cigna, who is an Italian citizen, is the corporate governance and securities markets specialist on the Legal Transition Team at the European Bank for Reconstruction and Development (EBRD) Prior to joining the EBRD he worked in Belgium, the Netherlands, Italy, Albania, Romania, Kosovo and the Czech Republic both as a lawyer in an international law firm and as consultant to international organisations and various state institutions and ministries In the Czech Republic he worked as “Pre Accession Advisor” to the Ministry of Justice and the Czech Securities Commission for the approximation of the Czech legislation with EU standards He graduated in law in Italy and attended postgraduate studies in the Netherlands and US focusing on European and International business law Publications include several essays on corporate governance, capital markets and banking law most recently with a focus on emerging markets in eastern Europe and central Asia Mr Sanan Tapdigov is Director of Department for Corporate Governance of the Ministry of Economic Development of the Republic of Azerbaijan For the last 4-5 years, he has been working in supervisory positions He is a member of Board Directors of some large State Owned Enterprises Sanan Tapdigov is chief of Task Force for Improvement of Legal Acts in the Area of Corporate Governance of the Republic of Azerbaijan Before taking up present posts Mr Tapdigov was the Chief of Division for WTO Affairs of the Ministry of Economic Development of the Republic of Azerbaijan as well as he was the Head of Secretariat for the State Commission on Preparatory Works relating to WTO Accession of the Republic of Azerbaijan Mr Tapdigov is member of various intergovernmental Commissions, Expert and member of various working groups on economic and legal issues Sanan Tapdigov has a Master Degree of Law (LLM) and now doing his PhD (expecting end of 2009) He used to give lectures at the Baku State University in Department of Law (Constitutional (State) Law specialization) He is an author of papers (scientific articles) on “Civil society”, “Independence of Judicial Branch”, “Judicial system of AR”, “Juridical branch (court system, principles of organization and activity)”, “Foreign trade policy of AR”, “İnternational trade and economic reforms”, published in Azerbaijan as well as abroad Agshin Alizada is currently a Legal Advisor of the“Azerbaijan Investment Company” OJSC Mr.Alizada has an experience in the areas of corporate governance and the securities market He has participated in a number of task forces on improvement of Azerbaijani legislation with regard to corporate law and the securities market Mr.Alizada is an author of various articles in the mentioned fields In 2006-2007 he held the position of the Assistant to the Chairman of the State Committee for Securities under the auspices of the President of the Republic of Azerbaijan He has participated in the drafting of a new law on investment funds In 2004-2006 he held the position of Legal Specialist in the National Depository Center  ... Principles of Corporate Governance South Africa’s Corporate Governance Code Mr Philip Armstrong, Main Convener of the corporate governance King II report in South Africa The German Code Mr Christian.. .AZERBAIJAN CORPORATE GOVERNANCE CODE DEVELOPMENT Park Inn January 14th, 2009 9:30 – 10:00 Registration 10:00 – 10:40 Opening Remarks Mr Phil Armstrong, Head Global Corporate Governance. .. looking and vision for corporate governance in Azerbaijan Mr Sanan Tapdigov, Head of the Corporate Governance Division of the Ministry of Economic Development of the Republic of Azerbaijan Mr Agshin