Corporate Governance for Banks in Southeast Europe: Policy - IFC

application of the bank’s corporate governance code; and information on the bank’s policy on conflictof-interest
prevention. Listed banks 73 disclose the identity of board members but do not always include
biographies or additional information.
Montenegro
The Banking Law requires banks to disclose exposure to risks in operations and the manner of managing
those risks. There are no specific requirements to disclose corporate governance information. The Corporate
Governance Code recommends that listed companies adopt a written and publicly available reporting policy
defining the rules and procedures of reporting to shareholders and the public. Further, the code recommends
that companies use their websites for disclosure of information and that the annual reports include a section
on corporate governance, prepared by the board, that describes the level of compliance with the law and
the national code. At this writing, only four companies—but no banks—have adopted the code. Banks in
Montenegro do not post any corporate governance information on their websites.
Romania
According to the Romanian Banking Act, to ensure market discipline and transparency, credit institutions
must disclose, at least annually, data and information regarding their activities as soon as these are available.
In general, the means of disclosing such data and information remain the credit institution’s choice, but the
National Bank of Romania may impose credit-institution-specific measures regarding the content, frequency,
and means of disclosure. In general, disclosure on corporate governance by banks is limited. When documents
referring to corporate governance are made available, they are not comprehensive. Nevertheless, general
corporate information (annual reports, financial statements, current shareholders, and the composition of
the board) is generally appropriately disclosed. Listed banks are bound to make the following disclosure:
under the Companies Act, as corporations; under the Banking Act and Regulations and norms of the central
bank (National Bank of Romania), because of their activity; and under the Capital Market Act, Rules and
Regulations of the Romanian National Securities Commission, and Rules and Regulations of the Bucharest
Stock Exchange, including the Corporate Governance Code. The content of their information disclosure is
clearly defined.
Serbia
The Law on Banks requires banks to publish audited annual financial statements, unaudited quarterly financial
statements, the names of members of the supervisory and management boards, ownership in the bank or
the bank’s holding company, along with the bank’s organizational structure and a list of organizational units
in the bank. The Law on Banks also requires the supervisory board to provide an annual report to the general
shareholders’ meeting, including information on salaries, fees, and other earnings of the members of the
supervisory and management boards and information on contracts between a bank and the members of these
boards or other related people. In practice, bank websites do not generally provide any dedicated specific
corporate governance disclosure. Nevertheless, general corporate information (annual reports, shareholders,
members of the boards) is adequately disclosed. None of the websites of the 19 listed banks contains
information regarding compliance with the Corporate Governance Code of the Belgrade Stock Exchange.
Source: Data from EBRD, Corporate Governance Assessment of Banks (2010–2011).
73 The Third Investor Relations and Corporate Social Responsibility Surveys of the websites of the leading companies listed on the Macedonian Stock
Exchange was presented on April 26, 2010, and it is available at http://www.mse.org.mk/News.aspx?NewsId=4026.
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Policy Brief
Corporate Governance for Banks in Southeast Europe