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1 Additional Information “An effective system of corporate governance must strive to channel the self-interest of managers, directors and the advisors upon whom they rely into alignment with the corporate, shareholder and public interest.” Ira Millstein Chairman Emeritus, Private Sector Advisory Group Global Corporate Governance Forum

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Additional Information

“An effective system of corporate governance must strive to channel the self-interest of

managers, directors and the advisors upon whom they rely into alignment with the

corporate, shareholder and public interest.”

Ira Millstein

Chairman Emeritus, Private Sector Advisory Group

Global Corporate Governance Forum

Global Corporate Governance ForumWhat & Why: Supporting global,

regional, and local initiatives that

improve corporate governance

policies, standards and practices to

promote the private sector as an

engine of sustainable growth.

How: Developing toolkits and

publications for best practice guidance,

providing policy advice and technical

assistance, delivering capacity building

and training programs.

Clients and partners: CG training

and advocacy organizations, policy

makers, regulatory oversight

authorities, stock exchanges,

international development

organizations and standard setters.

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International Standards

Deploying Best Practice Guidance inDevelopingCountries

Drawing on CG practices set by International Standards

“There is no doubt that the Forum has played a significant and important role in the long

term development of corporate governance in Africa, as we see the potential for replication

and dissemination to other DFIs and other sectors, and its close linkage to policy

development at the national and regional levels.”

Stuart Kufeni, Chief Executive officer, SADC Development Finance Resource Center

Facilitating Best Practices Globally

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Establishing regionally strategic Corporate Governance Centers:

↳ To adapt and utilize Forum's products locally and regionally

↳ To promote South-South collaboration and exchange

Sharing Knowledge, Building Expertise

Capacity building and advocacy

organizations, such as Institutes

of Directors and Corporate

Governance Associations

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Government institutions, policy

makers, regulatory oversight

authorities, stock exchanges, etc

Academia, Education and

Business Media - Emerging

Markets Research Network,

Business Schools, Journalists

Our Counterparts

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Knowledge Products

Guidance for good

practice implementationTailoring good practice to

local conditions

Knowledge transfer and

skills enhancement

Policy Advice &

Capacity Building

Codes and Scorecards

Director Training Organizations

High level policy engagement

Business investor dialogue

Training Programs

Board Leadership Training

Resolving CG Disputes

Media Training

What the Forum Offers

Private Sector Advisory Group

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Our Work in Middle East, North Africa

CG Center: EIoD (Egypt) –The Egyptian Institute of Directors was selected as one of the

Forum’s Corporate Governance Centers aiming to help incubate/pilot Forum knowledge tools

and support capacity building and south-south cooperation in the MENA region (Yemen, Jordan,

West Bank–Gaza, Pakistan, Lebanon and others). Status: EIoD Baseline due diligence and

feasibility study were carried out in cooperation with IFC MENA AS. An MoU has been signed in

October 2010. Development results: Training of trainers program for board leadership has

been hosted by the EIoD on October 18-21, 2010 in Egypt. 21 highly motivated and experienced

professionals, with good knowledge and practical experience in training on corporate

governance from Egypt, Pakistan, Palestine and Yemen participated at the training. Next:

Media roundtable and practice group meeting – February 1-2, 2011; Consultation on sustainable

institutional building and outreach - March, 2011; Annual CG Centers network meeting – June

21, 2011

CG Center: IMA (Morocco) – The Moroccan institute of directors - Institut Marocains des

Administrateurs (IMA) - was selected as one of the Forum’s Corporate Governance Centers to

spread awareness, knowledge and best practices of corporate governance in Morocco,

Francophone Sub-Saharan and North Africa. Status: IMA due diligence and feasibility study

were carried out and an MoU has been signed in November 2010. Development results: Using

translated parts of the Forum’s Board Leadership Training resources, a training of trainers

program was hosted by IMA on November 24-26, 2010 in Casablanca, with participants from

Algeria, Morocco, and Senegal. Next: IMA Board meeting on January 31st will approve a 3-

year strategic development plan, the 2011 budget, and the membership fees policy; Design of a

detailed training strategy to be finalized FY11; Training curricula to be designed based on the

Forum’s and IFC toolkits and training materials FY11

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Our Work in Sub-Saharan AfricaImplementing the Financial Markets Recovery Project in Nigeria – Following the

development of a risk governance and risk management supplement to the Forum’s existing Board

Leadership Training Resources, the Financial Institutions Training Center (FITC) in Nigeria was

identified through a due diligence and feasibility assessment as a suitable and relevant partner to roll

out the material and train trainers. Partners: IFC, FITC. Development results: One due diligence

report finalized. Next: Signing of MOU; tailoring the material to local market needs and specific

regulatory and institutional regimes at the country level, training of trainers program.

South-South Cooperation: Senegal/Morocco– Following the World Bank’s CG country

assessment in Senegal, the Forum identified priorities in the short term reform, mainly the development

of a CG Code and the enhancement of the Senegalese Institute of Directors (ISA). Partners: World

Bank, ISA. Development results: One CG Code launched, three trainers attended training event in

Morocco, one Institute of Directors received direct assistance in developing their business plans and

marketing strategy. Next: Following the feasibility study and in light of ISA low level of maturity, it was

agreed than an indirect intervention model was best suited to provide support in an efficient way though

a sustainable model of cooperation between ISA and the Moroccan Institute of Directors (IMA) so that

ISA may draw on IMA's capacity in terms of technical expertise (with technical assistance from the

French Directors’ Association).

Supporting DFIs in Southern Africa – Developed and delivered a CG and director development

manual to strengthen the DFIs institutionally and the competencies of directors specifically on financial

sector criteria for SADC-DFRC. Following the first phase which targeted training and capacity building,

the 2nd phase focuses on promoting the policy environment for CG. Partner: SADC-DFRC.

Development results: 20 trainers and 120 directors trained. Next: Produce a "Manual for Improving

Corporate Governance Policy Environment." The idea of pilot testing would then be canvassed at the

stage of dissemination of the manual.

Leveraging off World Bank GG ROSC in Malawi – Based on the World Bank’s CG country

assessment in Malawi, the Forum developed a comprehensive Country Action Plan comprising a

number of key areas for reform. Partners: World Bank, IOD Malawi. Development results: One CG

Code launched, three training of trainers events and two media trainings organized, one localization and

adaptation of Resources material finalized, one Institute of Directors received direct assistance in

developing their business plans and marketing strategy. Next: Develop sector specific guidelines; raise

awareness of the Code; deepen the IODM capacity building; increase the pool of skilled trainers

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Our Work in East and Central Europe

Capacity building: Azerbaijan CG Project - The Forum works in partnership with the IFC

Azerbaijan Corporate Governance Project to improve CG practices, build capacity of a local institute of

directors and help local training organizations build a cadre of professional trainers through training-of-

trainers programs. Development results: CG ROSC disseminated. Azerbaijan CG Code adopted.

Next: Consultations on strengthening the capacity of the Azerbaijani Association of Corporate Directors

and Managers. Workshop on “Setting up Sustainable Director Training Organizations” based on

Forum’s Toolkit 1. Piloting Governing banks training of trainers program and contextualizing and rolling

out of Governing Banks supplement in Russian. Development of CG Scorecard in Azerbaijan.

KM: SEE Policy Brief on CG for Banks – The Forum is producing a Policy Brief on Corporate

Governance for Banks in Southeast Europe, addressing corporate governance challenges shared by

banks in the region. The policy brief will provide recommendations to improve the corporate governance

of SEE banks. Partner: EBRD. Development results: Reviewing governance issues in SEE banks

and offering best practice recommendations to help strengthen the banking sector in the region. Next:

Finalize draft paper and peer review by local stakeholders (May 2011). Publication and launch the

Policy Paper in London on June 16, 2011.

KM: CG Codes of Best Practice/Scorecards – The Forum is producing best practice tools and

materials to help developing countries adopt CG codes and scorecards with a focus on ECA countries.

Development results: A High Level Policy Dialogue was held with CG Code Oversight Authorities from

Europe and Emerging markets to discuss monitoring and enforcement mechanisms of CG Codes. The

Forum’s code peer review group provided extensive comments on two new codes (Azerbaijan and

Tajikistan). Next: Eurasia regional workshop on CG Codes implementation and monitoring to be held in

February 2011 with representatives from Azerbaijan, Georgia, Kazakhstan, Kyrgyz Republic, Moldova,

Mongolia, Tajikistan. Preparation of Lessons Learned on scorecards including a focus on SEE.

ECA CG Center – The Forum is looking to select a CG Center in the ECA region to help incubate/

pilot Forum knowledge tools and support capacity building and south-south cooperation in the region.

Status: Discussions with IFC regional team on selection of a potential CG Center in the region. Next:

Scoping mission in ECA region for assessing potential institutions .

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Our Work in South Asia

Capacity Building: India – The Forum has been conducting a project since early 2007 in partnership

with the National Institute for Securities Markets (NISM), on the invitation of the Securities Exchange

Board of India (SEBI), to extend corporate governance reform process to a wider range of stakeholders.

Key components are developing Board leadership capacities, strengthening journalists’ coverage of

corporate governance issues and providing for business and investor communities to prioritize reform

areas for the benefit of the regulator. Partners: NISM, CII, ICSI, Development results: Seven Board

Leadership workshops reaching 150 trainers, three media workshops reaching 30 journalists, one

business-investor dialogue and one roundtable, one case study on Related Party Transactions (with

OECD), one Focus publication on CG in India. Next: One board Leadership ToT and one media

workshop, project set to close March 2011.

Collaboration: Pakistan – The Forum has been providing its KM products (the CG Board

Leadership Resources) to the IFC Pakistan Corporate Governance Project (PCGP) on which the

Pakistan Institute for Corporate Governance (PICG), in partnership with the IFC PCGP, has based its

CG Leadership Series Program. The Forum has also assisted in securing faculty for delivery of these

materials. Partners: IFC PCGP, PICG Development results: PICG faculty have trained 228

directors/executive (27 women) over the first six months. Moreover, satisfaction ratings have gone up

from 70% to 80%. Next: IFC PCGP have requested the Forum's continued support for further

development of its Board Leadership Program with PICG, under discussion in the context of FY12 and

FY13 planning.

Capcity Building: Bangladesh – With focus on governance in the banking sector, the Forum is

following introduction of its Corporate Governance Board Leadership ToT in 2008 with delivery of the

Financial Markets Recovery Project in Dhaka to improve governance and develop training capacities for

bank directors. Discussion underway with local IFC facility to coordinate this and future activities.

Forum has also convened a workshop to train journalists in reporting on corporate governance issues to

improve general understanding of CG and its role in society. Partners: Bangladesh Enterprise

Institute, additional tbd. Development results: One Board Leadership ToT reaching 20 trainers from

five countries across the South Asia region, one media workshop reaching 20 local journalists, FMRP

scoping mission and report completed. Next: FMRP launch with mentoring, Board Leadership ToT,

and CG Code Review.

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Our Work in East Asia

CG Center: IICD (Indonesia) – Selected regional center of excellence, Forum has launched

Financial Markets Recovery Project with IICD and additional local partner Perbanas (banking

association) as first rollout of FMRP to improve governance in the local banking sector. IICD chairs the

regional group Institute of Directors of East Asia (IDEA.net), thus providing platform for future regional

rollout of this and related activities. Partners: IICD, Perbanas. Development results: MoU signed

with partners, FMRP launched, ToT convened reaching 16 Indonesian trainers and two trainers each

from the Philippines and Thailand. Forum Board Leadership and Banking Supplement materials

contextualized, set of relevant caselets under production. Next: Case study development, Board

Leadership ToT, ongoing mentoring and support for regional training activity (as begun in the

Philippines).

Colaboration: Vietnam – Collaboration with IFC Vietnam Corporate Governance Project (VCGP) to

deploy Forum resources for development of director capacity through Board Leadership ToT, journalism

training, CG scorecard development and supporting training entities to develop director training

curricula. Partners: IFC VCGP, State Securities Commission. Development results: First CG

scorecard developed and launched, two Board Leadership ToTs reaching 40 trainers, one media

workshop reaching 20 journalists. Next: Ongoing support to develop training capacities for director

training, development of supporting materials, one media workshop.

Capacity Building: The Philippines – Technical assistance support being extended to the

Philippine Stock exchange to support design and launch of the Maharlika Board, separate listing

segment dedicated to companies exhibiting adherence to the highest standards of corporate

governance, and to engage Institute of Corporate Directors to support the process with their CG

Scorecard. Partners: PSE, ICD. Development results: Project currently being launched. Next:

MoU signing with PSE, assembly of Independent Working Group to review and revise Maharlika Board

design, convene Business-Investor Dialogue to secure local business sector support.

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Our Work in Latin America

South-South Cooperation: Brazil/Mozambique – Key to the Forum phase III strategy is the

facilitation of South-South collaboration among the Forum’s clients and partners and the Corporate

Governance Centers. The Brazilian Instituto Brasileiro de Governança Corporativa (IBGC) has been

selected as a Center and is therefore best placed to provide support to the Mozambican State Holdings

Management Institute (IGEPE) by adapting the Board Leadership material and training directors.

Partners: IBGC, IGEPE. Development results: Four training programs; adaptation of eight Board

Leadership cases. Next: Coordinated work with IGEPE and IoD Mozambique to launch "Introduction to

CG" Workshops series; developing a potential distance-learning tool.

CG Center: IBGC (Brazil) – Besides the continuous work to strengthen IBGC’s capacity to deliver

high quality trainings through train of trainers sessions, the Forum has relied on IBGC as a key partner

to develop a comprehensive corporate governance program for the LAC region. IBGC has played a

pivotal role in supporting – through technical and operational contributions - Forum’s projects such as

the Companies Circle and OECD Roundtable (see below), Latin American CG Institutes Network, and

the CG Dispute Resolutions pilot workshop in Colombia where IBGC will provide the experts to train

Colombian Mediators. Partners: IBGC, Confecamaras Development results: 28 training modules

given in seven programs in FY11 reaching approximately 240 Directors Next: ToT in Sao Paulo,

launch of “Non-Listed Companies CG Practical Guide” in Port./Span./Eng. to be distributed regionally.

Also Seminars for Director training in CG Dispute Resolution and Train the Mediators workshop in

Bogota.

Partnership: OECD Roundtable & Companies Circle (LAC) –The OECD LAC Roundtable

celebrated its11th successful meeting in Rio de Janeiro with a record of participants and represented

countries. The Companies Circle - a group supported by the Forum of 19 Latin American companies

from Argentina, Brazil, Mexico, Peru, Costa Rica and Colombia who have adopted good CG practices

in order to provide private sector input to the Roundtable and to the public - also participated at the

Roundtable and have launched their publication “The Practical Guide” so far in New York, Costa Rica,

Chile, Brazil, Peru, Mexico and Colombia. Partners: IFC, OECD, Companies, IBGC. Development

results: 135 participants from 19 countries at the Roundtable, Production of one Board Practices

publication, seven country findings, one Report on Enforcement in LAC , one “10 years of the

Roundtable” publication, one Launch of the Circle’s Practical Guide. Next: Launch of the Circle’s

Practical Guide in Panama & Argentina.

Private Sector Advisory Group (PSAG)

Comprises experienced board practitioners and professionals

↳ Global and regional affiliations, all work conducted pro bono

Contribute to discussions on strategic and operational priorities

Represent the Forum in major events and conferences

Participate in international consultations led by the Forum

Provide expert guidance on key areas of Forum activities

↳ e.g. CG Codes, establishing director training centers, journalist training, etc.

Review and provide expert feedback on new products

Contribute material and articles for Forum publications

Support the Forum’s fund-raising efforts (where appropriate)

PSAG operates through common identity with the Forum

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“The efficiencies which characterized the replication exercises in the Caucuses and the

Balkans were largely attributable to the many substantial pro bono contributions of the

Forum’s PSAG.”

Forum client quoted in Phase II Independent Evaluation

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Partnering for Effective Delivery

Technical Partners

Implementation Partners

Strategic Partners

“The Forum continues to distinguish itself through its record of leveraging with a very broad

array of international and local partners, its network of distinguished private sector

advisors, and inter-unit collaboration within the WBG. There is more leveraging through

partnerships than ever before, with relationships established with dozens of international

and local partners.”

Forum Phase II Independent Evaluation

World Bank OECD GRI UN GC

Bangladesh

Globethics.net

The AFP FoundationCIPE Yale School of

ManagementKMPG

Egypt BrazilIndonesia

Global Thought Leadership

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Enhance the Forum’s global capacity as a leading knowledge and

capacity-building platform dedicated to corporate governance

reform in emerging markets and developing countries.

Lessons Learned

Private Sector Opinions

Focus Publications

Focus 8

Stakeholder Engagement and

the Board: Integrating Best

Governance Practices

PSO Issue 19

Diversity at the Head Table:

Bringing Complementary

Skills and Experiences to the

Board

October 2010

Business Reporting Beyond

Numbers: Looking for the Good,

the Bad, and the Ugly in

Corporate Governance

Toolkit 4

Resolving Corporate

Governance Disputes

Toolkits