CORPORATE GOVERNANCE DISCLOSURE CONFERENCE Organized by the Egyptian Institute of Directors with the

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CORPORATE GOVERNANCE DISCLOSURE
CONFERENCE Organized by the Egyptian
Institute of Directors withthe United
Nations Conference on Trade and
Development Cairo - June 18,
2007 CORPORATE GOVERNANCE DISCLOSURE
OVERVIEWby André BaladiCo-Founder
International Corporate Governance Network
(ICGN)Honorary Participant U.S. Council
of Institutional Investors (CII)Member
International Advisory Board, NYSE-Euronext
Stock Exchange,Advisory Committee of the
U.N. Intergovernmental Working Group of
Experts on International Standards of
Accounting Reporting (ISAR)
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SYLLABUS GLOBAL
CORPORATE GOVERNANCE OVERSIGHT GROUPS
UNCTAD 2006 CORPORATE GOVERNANCE
DISCLOSURE GUIDANCE ICGN 2005 CORPORATE
GOVERNANCE DISCLOSURE PRINCIPLES

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GOVERNANCE MONITORING ORGANIZATIONS - Counc
il of Institutional Investors (CII),
Washington DC - International Corporate
Governance Network (ICGN), London - Organ
isation for Economic Cooperation Development
(OECD), Paris - Public Company
Accounting Oversight Board (PCAOB),
Washington DC - UNCTAD Intergovernmental
Working Group of Experts on International
Standards of Accounting Reporting (ISAR),
Geneva - World Bank - Global Corporate
Governance Forum, Washington DC

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GOVERNANCE RATING AGENCIES
Corporate Library ECGS DSW, Ethos,
PIRC, Proxinvest . . . Egan Jones
FTSE-ISS Corporate Governance Index
Governance Metrics International (GMI)
RiskMetrics ISS IRRC
Deminor Moody's and Standard Poor's
Proxy Governance Manifest Marco Consulting
Vigeo Ethibel Stock at Stake Avanzi
Xinhua Finance Glass Lewis
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UNCTAD 2006 CORPORATE GOVERNANCE
DISCLOSURE GUIDANCE Based on
UNCTAD's 2002 - 2005 consultative process
, together with the Intergovernmental
Working Group of Experts on
International Standards of Accounting and
Reporting (ISAR). Source UNCTAD
/ ITE / TEB / 2006 / 3
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UNCTAD ON FINANCIAL
DISCLOSURES Reliance on the widely
recognized benchmark of the International
Financial Reporting Standards (IFRSs) of
the International Accounting Standards
Board (IASB). The latter is advised by
a Consultative Group composed of
representatives from the
- International Federation of Stock
Exchanges - International Chamber of
Commerce - International Organization of
Securities Commission (IOSCO)
- International Finance Corp. - World
Bank - U.S. Financial Accounting Standard
Board (FASB) - European Commission - OEC
D - Etc.
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UNCTAD ON FINANCIAL DISCLOSURES The
ICGN, the OECD, as well as other major
codes and reports, require that the
Board of Directors provide shareholders
and other stakeholders with adequate
financial information. The consolidation of
all subsidiaries, affiliated entities,
and related parties - including "special -
purpose ones" - is required ( since
Enron ). - 7 -
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UNCTAD ON NON-FINANCIAL DISCLOSURES
Corporate Objectives Their disclosure
should highlight the maximization of
long-term return to shareholders. Social
and environmental objectives must now also
be addressed.
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UNCTAD ON NON-FINANCIAL DISCLOSURES O
wnership and Shareholder Rights Ownershi
p structure should be disclosed. Mandat
ory shareholding disclosure threshholds
in - France 5 , 10 , 20 , 33.
3 , 50 ( within 5 days )
- U.S.A. 5 , and thereafter
following every purchase.
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UNCTAD ON NON-FINANCIAL DISCLOSURES
Changes in Corporate Control Transactio
n disclosures recommended identity of
the bidder, its funding sources, impact
of the transaction . . . Shareholder
approval for substantial acquisitions (e.g.
over 30 in South Africa). Equality
of disclosure to be respected among all
shareholders. -
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UNCTAD ON NON-FINANCIAL DISCLOSURES C
orporate Board Structure Differences
between unitary and two-tier
boards. Proscription of cross-appointments
of directors. Majority of truly
independent directors. Independent Board
Chair (from the CEO). Independent "Lead
Non-Executive Director" if Chair is
CEO. Board Committees Audit, Governance,
Nominations, Remunerations, etc.
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UNCTAD ON NON-FINANCIAL DISCLOSURES
Corporate Board Functions Disclosure of
strategic planning, major risks,
management selection and succession,
executive remunerations, financial
controls, etc. Possible conflicts of
interest of Directors should be
disclosed. Stakeholders rights should
be disclosed, including implementation
of corporate social and environmental
responsibilities.
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UNCTAD ON NON-FINANCIAL DISCLOSURES B
oard Directors Directors should limit
their board memberships. They should be
professionnally qualified. They should
submit to a performance evaluation
process. Their remuneration should be
disclosed, including severance payments
in case of takeover.
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UNCTAD ON NON-FINANCIAL DISCLOSURES
Auditors The audit Committee of the
Board should monitor the independence of
auditors, ensure their rotation, and
control their non-audit services. The
responsibilities of the internal audit
function should be disclosed.
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UNCTAD ON NON-FINANCIAL DISCLOSURES C
orporate Governance Adhesion to national
and / or international (ICGN, OECD) codes
should be disclosed. Waivers to the codes
should be disclosed, according to the
"comply or explain" principle. Corporate
governance disclosures could be inserted
either in the Annual Report or in a
stand-alone corporate governance
report. Corporate Governance rankings
should be disclosed.
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UNCTAD ON SHAREHOLDER GENERAL
MEETINGS Disclosure should be made
of the process for holding and voting at
General Meetings in a timely
fashion. Issues subject to shareholder
approval should be presented individually
and unbundled. It is considered good
practice to allow shareholders to include
items on the agenda of a General Meeting.
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ICGN CORPORATE GOVERNANCE
PRINCIPLES The ICGN assembles
institutional investors holding stock
securities exceeding US 15'000 billion.
Founded in 1995 in Washington, its
conferences are sponsored by major
stock exchanges, e.g. NYSE and NASDAQ,
Paris Bourse / Euronext, London Stock
Exchange, Tokyo Stock Exchange,
Deutsche Börse, Borsa Italiana,
Bovespa, Mumbai Stock Exchange. Its
conferences were organized by the U.S.
Council of Institutional Investors,
CalPERS, TIAA - CREF, etc. ICGN
Committees Awards, Accounting Auditing,
Voting Practices, Executive
Remuneration, Non - Financial
Disclosures, Securities Lending,
etc. The 2007 ICGN Conference is
scheduled on July 4 - 7, in Cape
Town. - 17 -
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ICGN CORPORATE GOVERNANCE
PRINCIPLES The 1998 and 2005
ICGN Principles were influenced by
the 1998 and 2005 OECD Principles,
to the elaboration of which ICGN
representatives participated. ICGN
Principles defend the interests of
investors worldwide.

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ICGN CORPORATE GOVERNANCE PRINCIPLES
Main Specificities "One Share One
Vote" is a fundamental principle.
Corporations should strive to excel
in comparison with their global
benchmark sectorial peer groups.
Shareholders should be provided with
the right to call a General Meeting
of Shareholders. Major changes to the
core business of corporations should
not be made without shareholder
approval.
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ICGN CORPORATE GOVERNANCE
PRINCIPLES Main Specificities Votes
by custodians should be cast only in
accordance with instructions of the
beneficial owner, or his / her
authorized agent. The Compensation,
Nomination, and Governance Committees
should be composed of a majority of
independent directors. Corporate
governance issues should be addressed
through dialogue and, where
appropriate, with concerned regulatory
representatives, so as to resolve
disputes through negotiation, mediation
or arbitration.
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