Tender: Review and Implementation of the Croatian Corporate Governance Code
Croatia, 18 July 2017
The European Bank for Reconstruction and Development (the EBRD or the Bank) aims at assisting the Croatian Financial Services Supervisory Agency (HANFA) and the Zagreb Stock Exchange (the Exchange) in order to improve the reporting practices by listed companies and align the Croatian Corporate Governance Code with the Croatian legal framework and best international practices and standards (the Project).
The Bank now intends to engage a consulting company (the Consultant) to enhance key corporate governance practices of listed companies and their disclosure in Croatia, by improving the recommendations of the Zagreb Stock Exchange (ZSE) Code and strengthen its monitoring and implementation (the Assignment).
The expected outcome of the Assignment is the revision and strengthened implementation of the Croatian Corporate Governance Code.
The selected Consultant is expected to assist HANFA and the the Exchange in order to reach the outcome of the Project. In particular, the Consultant is expected to provide the following services:
1. Review of:
the Croatian Corporate Governance Code and the Croatian corporate governance legislative and regulatory framework (including corporate governance reporting requirements;
corporate governance disclosure by listed companies in order to establish if corporate governance information is informative, complete; and truthful;
the approach of HANFA, the Exchange and main investors towards such disclosure in order to establish if it is considered satisfactory; if it is taken into consideration when making investment decision, and establish what kind of "pressure" (if any) is posed on listed companies to provide quality disclosure;
HANFA's, Exchange's and investors monitoring practices over listed companies' corporate governance and disclosure, including the disclosure related to the Code;
2. Compare the corporate governance disclosure and monitoring practices in Croatia with those of peer EU countries having a market similar to the Croatian one.
3. Present and discuss the Preliminary Report with EBRD, HANFA and the Exchange, incorporate their comments and suggestions and prepare a final draft of the report (the Final Report).
4. Publish the Final Report, prepare a presentation on its findings and deliver the presentation in a public event to be organised under the auspices of HANFA and the Exchange.
5. Based on the findings of the Final Report, draft amendments to the Code, organise proper consultation with the market to support the adoption of the amendments and work with HANFA and the Exchange to finalise the new Code.
6. Develop a methodology (the Methodology) for HANFA and the exchange in order for them to:
effectively monitor corporate governance disclosure of listed companies (including the quality of explanations);
assess if the disclosure offered by companies is reliable and corresponds to the practices in place; and
process the information obtained under items (i) and (ii) above in a monitoring report to be published by HANFA or the Exchange on an annual or biannual basis.
6. Assist HANFA and the Exchange in adopting and implementing the Methodology. In particular, the consultant shall assist HANFA and the Exchange in creating a database of reporting and corporate governance practices of listed companies. This task also includes the drafting of the first monitoring report.
7. In collaboration with the Exchange's Training Academy, develop and implement training sessions to the HANFA, Exchange, investors and listed companies to ensure a comprehensive understanding of the new Code and the effective implementation of the Methodology (including the expectations concerning quality disclosure).
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