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account international practice, and now it is used as an example in all joint-stock companies operating
in the country.
However, the macro-level system of corporate governance in the country,
in our opinion,
requires the creation of more public organizations that contribute to the development of corporate
governance. Because in many foreign countries it is self-regulatory, that is, non-governmental
organizations that also play a key role in the development of the corporate governance system. At the
same time, despite certain positive trends in the formation and development of the national corporate
governance system, some problems and unresolved issues in the field of corporate governance are
accumulating, without solving which the further development of the corporate governance system, as
well as attracting foreign investment, the process of achieving the country's competitiveness may be
difficult.
The Corporate Governance Code is very poorly developed, it does not provide mechanisms
and methodological aspects for the implementation of some of its recommendations (for example,
how the committees of the Supervisory Board are organized, what are the committees called, what
are their functions, how candidates for independent membership in the Supervisory Board are selected
and elected, how the recommendation on compliance with the international principle Comply or
explain.
Therefore, for the innovative development of the national corporate governance system, it is
necessary to:
• develop a "Concept for the development of the corporate governance system", designed for
a long period in Uzbekistan, which defines the goals, objectives and principles of state policy in the
field of corporate governance, as well as the implementation of this framework program;
• taking into account the shortage of public organizations that promote and facilitate the
development of corporate governance in the country, create conditions for the existence of public
organizations of various non-profit forms (for example, the Corporate Governance Forum of
Uzbekistan, the Association of Independent Members of the Supervisory Board, the Association of
Corporate Directors, the Society of Corporate Consultants, the Guild of Institutional and strategic
investors, the Association of Internal Auditors, etc.);
• since the stock market is one of the main elements of control over the efficient conduct of
corporate relations, which provides an inextricable link between the cooperative management and the
republican stock market through the listing mechanism of the stock exchange, carry out the following
activities: enter the procedure for assessing the issuer's corporate governance system in the list of
procedures for listing shares, listed in Article 15 of the Law "On Exchanges and Exchange Activities";
in order to distinguish between shares of joint-stock companies
from freely traded and sold, it is
necessary to introduce the concept of “community of public shares” into the legislation, as well as to
determine the main features of joint-stock companies (for example, the presence of an unlimited
number of shareholders in joint-stock companies, free movement of shares on the market, etc.) ;
• abolish the requirement that the share of a foreign investor in the charter capital of joint-
stock companies must be at least 15%; ensure the right of the executive body of joint-stock companies
to convene an extraordinary general meeting of shareholders, taking into
account the fact that an
extraordinary general meeting of shareholders is held on the basis of a written application by the head
of the executive body; in order to ensure the effective functioning of minority shareholders, article
82 of the Law establishes the norm for the obligatory membership in the Supervisory Board of joint-
stock companies of at least one representative of minority shareholders (or its chairman); voting by
e-mail (certified by electronic digital signature) for shareholders who cannot personally participate in
the general meeting of shareholders;
• in order to attract foreign investment in joint-stock companies, first of all, take measures to
increase their investment attractiveness, for which it is necessary to: develop and test a methodology
for assessing the investment attractiveness of enterprises at the state level;
• develop and approve a state program to increase the investment attractiveness of joint-stock
companies by industry and enterprise; develop and implement practical applications, methodological
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recommendations in order to ensure the methodological aspects of compliance with the
recommendations of the Corporate Governance Code.
In addition,in order to bring the national corporate governance system closer to international
standards, that is, the G20/OECD corporate governance principles, it is necessary: in addition to the
existing legal rights of shareholders, to introduce the right to initiate
judicial and administrative
proceedings against the management and members of the Supervisory Board, and also to create an
effective mechanism to ensure comply with the requirements for minority shareholders at reasonable
prices and without undue delay; introduce electronic external voting to eliminate artificial barriers to
shareholder participation in the general meeting, including electronic distribution of general meeting
materials and the use of reliable voting confirmation systems; improve the process of issuing and
selecting candidates for members of the Supervisory Board, fully and timely disclose information
about the experience and qualifications of candidates to the Supervisory Board, as a result of which
shareholders will be aware of the
capabilities of each candidate; to promote the activities of
institutional investors (investment funds, insurance companies and commercial banks) in the field of
corporate governance, including the adoption of the so-called Stewardship Code, which encourages
constant communication between institutional investors and joint-stock companies, the development
of a proxy voting system through a power of attorney; develop a mechanism for the participation of
employees in the corporate governance of a joint-stock company through the introduction of a
mechanism for the representation of employees, trade unions in the supervisory board, as well as
Employee Stock Ownership Plans (ESOP)
used in international practice; create a mechanism
whereby the members of the supervisory board are obliged to protect the interests of creditors, who
can play an important role in corporate governance in the event of economic insolvency of a joint-
stock company in accordance with bankruptcy law; Establish such a norm that, in accordance with it,
the joint-stock company regularly publishes a report on its corporate governance practices, which, in
addition to information subject to disclosure in accordance with the law, indicates the remuneration
of members of the Supervisory Board and management, the qualifications of members of the
Supervisory Board and other information.
In addition to the powers of the supervisory board provided for by law or the Corporate
Governance Code, the following tasks should be included: development and control of the risk
management system in joint-stock companies; development and disclosure of a policy to encourage
members of the executive body and the supervisory board of joint-stock companies; control over the
process of disclosure and provision of information.
Innovative development of corporate governance has the following advantages:
increases
investment attractiveness; helps attract long-term investors; allows you to reduce the cost of lending;
increases the market value of a company or joint-stock company, as well as the practical application
of proposals and recommendations that determine the prospects for the innovative development of
the national corporate governance system based on world standards; serves to improve the legal and
institutional framework of the corporate governance system of Uzbekistan, which increases the
efficiency and transparency of the activities of joint-stock companies, the role of shareholders and
other stakeholders in the development of the corporate governance system of the Republic of
Uzbekistan. Improving the quality of corporate governance is a strategic task for every company, the
solution of which can contribute not only to improving its image, but also to achieving greater
economic efficiency of processes and sustainable development.
