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Page 1: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

The Role of Creditors as StakeholdersThe Role of Creditors as StakeholdersDr. J.P. MéanDr. J.P. Méan

Third South Eastern Europe Corporate Governance Third South Eastern Europe Corporate Governance

RoundtableRoundtable - Z - Zagreb, 21-22 November 2002agreb, 21-22 November 2002

Page 2: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

What is the EBRD?What is the EBRD?

IFI, founded 1991, 62 shareholders

Operations : 27 countries East Europe, former USSR

Committed €19.6 bn for 850 projects

Capital base €20 billion

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5

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95 96 97 98 99 00 01 02Cumulative commitments

€19.6 billion

Unaudited June 2002

Page 3: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

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Project portfolioProject portfolio€ billion

Private sector

State sector

17.3

6.0

14.0

5.6

10.5

3.2

936 approved projects

850 signed projects

Disbursements

Unaudited June 2002

Page 4: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Attracting third party financing Attracting third party financing triples EBRD’s investmenttriples EBRD’s investment

Resources mobilised€44.4 billion

EBRD financing €19.6 billion

Total project value €64.0 billion

Unaudited June 2002

Page 5: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

EBRD commitments by facility typeEBRD commitments by facility type

State loans 36%

Equity 18%

Guarantees, etc 2%

Private loans 44%

Unaudited June 2002

Page 6: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

What are the EBRD’s objectives?What are the EBRD’s objectives?

Transition to free markets

A better investment climate

Good corporate governance

Environmentally sustainable development

Page 7: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

OECD PrinciplesOECD Principles

Respect of rights protected by law

Effective redress

Performance-enhancing mechanism, esp.

insolvency

Access to information

Page 8: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Integrity due diligenceIntegrity due diligence

Criminal activities

Dealings with government

Corporate affairs - Good governance

Page 9: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Corporate governanceCorporate governance

Articles of Association

Transparent shareholding structure

Minority protection

Shareholders’ registry

Shareholders’ relations and information

Division of authority

Page 10: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Covenants (1)Covenants (1)

Accounting principles and auditors

IAS

Auditors acceptable to Bank

Direct communication with auditors

Page 11: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Covenants (2)Covenants (2)

Information

Quarterly statements

Project progress reports

Details of contractors

Transactions with affiliates and shareholders

Page 12: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Covenants (3)Covenants (3)

Information (cont’d)

Annual statements

Report on environmental, health and safety

Communications with shareholders

Right to visit the project

Page 13: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

Good governance is good practiceGood governance is good practice

Many losses due to governance issues

Too big to fail ?

The post Enron auditor

Page 14: The Role of Creditors as Stakeholders Dr. J.P. Méan Third South Eastern Europe Corporate Governance Roundtable - Z agreb, 21-22 November 2002.

The Role of Creditors as StakeholdersThe Role of Creditors as StakeholdersDr. J.P. MéanDr. J.P. Méan

Third South Eastern Europe Corporate Governance Third South Eastern Europe Corporate Governance

RoundtableRoundtable - Z - Zagreb, 21-22 November 2002agreb, 21-22 November 2002