Corporate Governance in Poland An Investor Perspective

IIF Task Force Report, February 2003

In January 2001, senior executives from 16 leading asset management firms—holding about $70 billion in portfolio equity stakes in emerging markets—met to establish the IIF’s Equity Advisory Group (EAG). The EAG, co-chaired by Edward Baker, Chief Executive Officer, Chief Investment Officer of Emerging Markets Equities, Alliance Capital, Ltd., and Peter Wuffli, President of the Group Executive Board, UBS AG, is seeking implementation of its Code of Corporate Governance in key emerging market countries that are of particular interest to the Institute’s membership base. The Code, which was released in February 2002, endeavors to improve the investment climate by establishing practical guidelines for the treatment of minority shareholders, the structure and responsibilities of the board of directors and the transparency of ownership and control of companies. The strategy for promoting the IIF Code as the standard by which the company/shareholder relationship is measured is country-focused. Regional and country-specific Task Forces have been set up covering Brazil, China, Mexico, Poland, Russia, South Africa, South Korea, and select countries in the Middle East. This report presents the assessments and recommendations of members of the Poland Task Force who engaged in a dialogue with government officials, legislators, and members of associations and groups active in corporate governance. Through these meetings, the Task Force was able to develop a specific strategy for adoption of the Code in Poland. This strategy involves, inter alia, consulting with the Warsaw Stock Exchange as it periodically revises its Best Practice Principles in Public Companies in 2002. We hope that the practical and flexible nature of the IIF Code along with the experience gained by the EAG through its discussions with officials in other countries will lay the basis for the adoption of our guidelines in Poland.

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