Based on the research and analysis of governance issues in Bulgaria, the CED has produced a number of concrete documents which will prove useful to the business community and a broad spectrum of stakeholders to understand and advocate for corporate governance reform in Bulgaria. These include:

Boardroom Practice in Bulgarian Joint Stock Companies

This comparative analysis addresses the main elements of best boardroom practice that have emerged over the past several decades and will shape effective boards in the future. The document addresses the following key issues:

• Responsibilities and specific tasks that are faced by boards of directors;
• The emerging structure and composition of corporate boards;
• The demanding qualifications of the highly performing board member; and
• The attitude and working relationships between the board and management that will most effectively support the corporate mission.

The CED Project Team developed an original methodology for collecting first hand empirical information on boardroom practice in Bulgaria through company survey. The methodology can be easily replicated in the future so that the data base increases and also comparative studies among different countries can be done. By evaluating unique information on boardroom practice in Bulgarian joint stock companies the Project Team has both assisted the elaboration of practical measures for corporate governance modernization and promoted public awareness on the issues of board composition and responsibilities. The Summary Report has been disseminated to the Bulgarian professional community and a wide international audience through the OECD Roundtables mechanism.

Recommendations for Corporate Governance Code for Bulgaria

As the main project focus, the outline for a Corporate Governance Code for Bulgaria contains practical steps and recommendations for Bulgarian public companies. They reflect internationally recognized principles and best practice models (OECD Principles, national corporate governance codes, etc) which have been adapted to the Bulgarian reform context. The Corporate Governance Code for Bulgaria aims at proposing recommendations and measures for boardroom practice improvement that are relevant to Bulgaria's business environment. They take into account the findings of the CED Summary Report regarding board structure and composition, board members qualifications and responsibilities. The Code outline addresses the following issues:

• Corporate Responsibility of Public Companies;
• General Shareholders Meeting and Voting Rights;
• Boardroom Practice and Procedures; and
• Disclosure of Information.

The recommendations have been presented to the newly elected leadership of the Bulgarian Stock Exchange (BSE). The adoption of the recommendations by the BSE and their gradual incorporation in all BSE rules and regulations is the next step in terms of project follow up. CED also presented the Bulgarian Stock Exchange requirements in relation to corporate responsibility issues, and will serve as a practical manual for all publicly listed companies and those which are considering listing in the future.

As follow-up, the CED Project Team will discuss the recommendations for a draft version of the Code with representatives of the Bulgarian Chamber of Industry and Commerce, Bulgarian Industrial Association, Bulgarian Business Leaders Forum and the Bulgarian International Business Association. CED will also coordinate future activities related to a best practices code with the center for the Study of Democracy within the framework of the Bulgarian Corporate Governance Initiative.

Following the CED report is a draft copy of the Practical Recommendations for Corporate Governance Improvement in Bulgarian Public Companies.

The project conclusions and recommendations have been incorporated in the Corruption Assessment Report: 2001 compiled by Coalition 2000 in early 2002. Based on the efforts of CED and the stakeholder involved in the project, the issue of corporate governance reform has found a legitimate place among other measures in fighting corruption and promoting economic growth in Bulgaria. CED proposed that necessary future reforms should include:

• introduction of the institution of the "external director";
• compulsory disclosure of board membership and limitation of the maximal number of boards one can participate in;
• creation and compliance with clear rules for disclosure and avoidance of conflicts of interest.

Additionally, recognizing their professional expertise and efforts in promoting modern corporate governance principles and practice in Bulgaria, Prof. Bistra Boeva and Dr. Maria Prohaska (Project Team members) were invited to deliver presentations at the First South East Europe Corporate Governance Roundtable held on September 20-21, 2001 in Bucharest. The meeting raised awareness and knowledge of regional corporate governance issues. Prof. Boeva made a presentation on Bulgaria's experience in shareholder rights protection, and Dr. Maria Prohaska shared information about the Bulgarian CGI achievements and future activities in promoting modern corporate governance standards in Bulgaria.

Through the Summary Report on Comparing Corporate Boards in Transition, and recommendations for a Corporate Governance Code for Bulgaria, the CED has raised the standard for corporate governance compliance in Bulgaria. These concrete documents and CED's advocacy efforts have begun to promote higher requirements for management oversight and boardroom practice in Bulgaria. The grantee has active follow up plans in this regard, which include engaging the broader business community in corporate governance reform.

By holding public meetings, and widely disseminating project findings on legal, regulatory and governance standards in Bulgaria, the public debate on the subject stimulated by CED has pushed the corporate governance reform process ahead. Also significant is the fact that by engaging the public in discussion of governance-related principles, those people have acquired a stake in the reform process and will form part of the critical mass of understanding and acceptance needed to adopt voluntary compliance practices.

Through an active media campaign and outreach efforts involving the business and policy communities, CED raised awareness of the importance of effective board composition and practice in regard to corporate governance reform. The success of corporate governance reforms depends to a very large extent on public understanding and support, and CED worked to educate shareholders, board members, accountants, business owners and the business community about the principles and practices of corporate governance. The project succeeded in communicating the link between good corporate governance, investment opportunities and competitiveness.

Based on project documents and previous CED achievements in the area of corporate governance, CED experts assisted Prof. Radoslav Tzonchev in developing the curriculum for a Master's Program in Corporate Governance with the New Bulgarian University (http://www.nbu.bg).

The CED (http://www.ced.bg/) recognizes that good corporate governance practices cannot simply be legislated, thus, encourages the private and public sector to jointly work to improve corporate governance and promote enforcement of, and compliance with, legislation. The CED has been working with the international, Bulgarian and other private sector organizations throughout SEE and CEE to improve corporate governance practices and principles.