July 3rd, 2023
On July 3rd, 2023, German Economic Association's and Independent Directors Association's joint business forum took place in Hotel "Rooms Tbilisi".
23.06.2022. World Bank published a new, 2021 report about Corporate Goverance Standards and Code.
31.05.2022. The Capital Market Support Program is funded by the European Union and is implemented by the EBRD’s Capital & Financial Markets Development team. The program is led by EBRD’s lead contractor, Galt & Taggart, together with BDO Georgia.
24.03.2022
National Bank of Georgia approved Corporate Governance Code for listed issuers of financial securities.
27.10.2021
Independent Directors Association board member, Gigi Glonti's article for Forbes Georgia about "What kind of assistance an Independent Director can provide for family business".
See the link: www.forbes.ge
Independent Directors Association board member, Tariel Gvalia has been appointed as a member of the supervisory board of Georgian Stock Exchange.
25.06.2021
On June 21-22, Corporate Governance Workshop was held in the office of Business Association of Georgia (BAG) in Tbilisi. Event donor and organizer is European Bank of Reconstruction and Development, EBRD; co-organizers are Velox Capital Advisors and Independent Directors Association, whose member Tariel Gvalia was one of the workshop speakers. Tariel presented on the subject of "Role of Independent Directors in Corporate Governance".
23.03.2021
Independent Directors Association member, Kaha Baindurashvili's interview with civil.ge.
See the link: www.civil.ge
22.03.2021
On March 25-25, 2021 Corporate Governance Workshop will be held in Rooms Hotel in Tbilisi. Event donor and organizer is European Bank of Reconstruction and Development, EBRD; co-organizers are Velox Capital Advisors and Independent Directors Association, whose member Sascha Ternes is one of the workshop speakers.
Independent Directors Association Board member, Tariel Gvalia's article regarding Entrepreneurs.
See the link: www.entrepreneur.com
09.12.2020
Independent Directors Association member Kaha Baindurashvili presented an online master class for 1,500 Georgian students.
Kakha Baindurashvili introduced the students to the current process of global transformation, when employers shift their focus from professions to soft and hard skills. This process started with the advent of Industry 4.0 and has been developing dynamically in recent years in parallel with the emergence of the digital age, but Covid has led to an extreme acceleration of this process.
30.11.2020
Independent Directors Association member, Tariel Gvalia's interview with Business Media regarding Best Annual Report and Transparency Award (BARTA).
See the link: www.bm.ge
On November 20th, 2020 Independent Directors Association and New Tiflis Institute organized a joint event. Independent Directors Association member Kakha Baindurashvili presented research on the subject "Youth Development vs. Youth Degradation" inlcluding challenged like education in rural areas and accompanying negative effects on the new generation and the economy. 
Independent Directors Association Board member, Gigi Glonti's article regarding what aspects borrowers should take into account when dealing with banks given challenges posed by the COVID-19 pandemic
See the link: www.bm.ge
The World Bank – European Union joint project – Georgia Financial Inclusion and Accountability, in partnership with the National Reforms Support Foundation in Accounting, Reporting and Auditing (RSF) announces significant expansion of its annual competition for high quality reporting and transparency.
Independent Directors Association member and Geocase Chairman Victor Kipiani's interview on the subject of "Regional interdependencies - a new opportunity for country's safety and economic prosperity".
Independent Directors Association member, Sasca Ternes gave an interview to the Caucasian Journal regarding challenges and opportunities facing the Georgian economy and Georgian-German relationship.
05.06.2020
The World Bank – European Union joint project – Georgia Financial Inclusion and Accountability, in partnership with the National Reforms Support Foundation in Accounting, Reporting and Auditing (RSF) announces significant expansion of its annual competition for high quality reporting and transparency.
17.05.2020
The role of the Supervisory Board in today's crisis
Deloitte's article:
See the link: www.deloitte.com
The Independent Directors Association welcomes Malkhaz Dzadzua as a new member. Mr. Dzadzua is a senior executive and business leader with over 2 decades of management experience in Financial Services Industry and Social Entrepreneurship, including 15 years as a CEO of leading Microfinance Institution in Georgia.
17.12.2019
Georgia is an especially business-friendly country, according to the World Bank’s latest Ease of Doing Business index, in which its scored 7th place – but the country faces challenges regarding the quality of corporate reporting and level of transparency of Georgian companies.
11.12.2019
National Reforms Support Foundation for Accounting, Reporting and Auditing with the support of the European Union - World Bank joint project on Financial Inclusion and Accountability announces in fall 2019 the competition aimed for the GSE listed companies.
Independent Directors Association member, Tariel Gvalia received a 5 year license from the regulator to be an Independent Director in Belarus. License requires passing of a specialized test conducted by the Central Bank and is awarded to candidates that comply with qualifications and professional reputation standards.
The German Business Association (Deutsche Wirtschaftsvereinigung), where Sascha Ternes serves as the Chairman of the Board has become a member of Investors Council.
About Investors Council:
Investors Council is an independent advisory body to the Prime Minister of Georgia, with the objective of promoting dialogue between the private business community, international organizations, donors and Government of Georgia for the development of a favorable, non-discriminatory, transparent and fair business and investment climate in Georgia.
See the link: www.linkedin.com
The Independent Directors Association welcomes Galina Alagardova as a new member.
On July 30th, 2019 Independent Directors Association and Georgia's leading Investment Bank "Galt & Taggart" signed a cooperaion memoranum. The memorandum entails proactive participation of Independent Directors' in implemeting high standards of Corporate Governance and cultivating institution of Independent Directors in Georgia.
National Reforms Support Fundation for Accounting, Reporting and Auditing together with the Independent Directors Association and JA Georgia issued an adapted version of United Kingdom's Financial Reporting Council document's, "Guidance on Audit Committees." This document will significantly assist Georgian companies in implementing international standards of Corporate Governance.On February 9th, 2019 Georgian Rugby National team beat Romanian National team. There was one interesting fact associated with this particular match, it was devoted to celebrating 300-year ol friendship between Georgia and Romania.
On June 4th, 2019 Independent Directors Association and Synergy Capital, one of the leading private equity funds in the country, signed a memorandum regarding cooperation. Memorandum entails proactive cooperation between parties in order to implement and encourage high standards of Corporate Governance in Georgia.
In March-April 2019, in collaboration with Ukraine Corporate Governance Academy and INSEAD Business School Corporate Governance Seminar took place in Kiev. The seminar was led by INSEAD Professors Ludo Van Der Heyden and Frank Dangeard, together with London Business School Professor Harry Korine. Participants in the seminar and specifically from Independent Directors Association, members, Tariel Gvalia and Sulkan Gvalia were awarded certificates.
The Service for Accounting, Reporting and Auditing Supervision (SARAS) has recently established an advisory committee in order to ensure the efficient implementation of reporting and auditing reforms in Georgia and to involve interested parties in SARAS’ activities, policy and strategy and their improvement.
Presentation and Discussion in the Parliament: Role of Independent Directors in Corporate Governance
On March 14th, 2019, in Georgian Parliament a joint committee meeting took place among Finance-Budgeting and Economy, Economic Policy and Law committees. Independent Directors Association together with the Business and Econonomic Center (BEC) also took part in discussion in regards to "Role of Independent Directors in Corporate Governance."
On March 12, 2019 the 5th annual Ring the Bell for Gender Equality Ceremony took place, hosted by the Georgian Stock Exchange in cooperation with International Finance Corporation (IFC) and UN Women in Holiday Inn, Tbilisi.
The aim of the event was to discuss implications of the new regulation in Georgia which requests financial sector companies to increase women’s representation on corporate boards. The event focused on gender equality and gender inclusion on supervisory and executive boards. Independent Directors Association member, Tariel Gvalia attended the event.
The criteria of “independence” of the independent member of the supervisory board.
See the link: www.forbes.ge
"Georgian path towards Denmark"
Independent Directors Association member, Victor Kipiani discusses possible models for Georgian macroeconomic development.
Independent Directors Association member, Gigi Ghlonti has been appointed as an Independent Director and a member of the Supervisory Board for Pasha Bank.
We congratulate our colleague on his new appointment and wish him best of luck.
30. 01. 2019
Independent Directors Association board member Tariel Gvalia has been appointed as a member of National Reforms Support Foundation for Accounting, Reporting and Auditing.
We congratulate our colleague on his new appointment and wish him best of luck.
Independent Directors Association board member Sascha Ternes has been appointed as a member of the Supervisory Board of the successful beer company “Zedazeni”.
We congratulate our colleague on his new appointment and wish him best of luck.
On November 26, 2018 Independent Directors Association meeting was held. Members presented reports on following topics:
On October 23rd, conference On Corporate Governance organized by the NBG, IFC And The World Bank was held in Tbilisi.
National Bank of Georgia has confirmed Code of Corporate Governance for commercial banks. The goal is to support implementation of worldwide accepted practices in corporate governance, which as a result will reflect on effective functioning and sustaining of the banking sector in general.
Sulkan Gvalia, member of the Independent Directors Association, has been appointed as the new Independent Director at InecoBank (Yerevan, Armenia).
We congratulate Sulkhan on this success and wish him luck in actualizing his knowledge and experience in a new corporate setting.
National Bank of Georgia published "Code of Corporate Governance for Commercial Banks."
On July 9th, 2018, National Bank of Georgia approved "Code of Ethics Principles and Standard of Professional Conduct for Commercial Banks."
New regulations in short term are going to reduce retail loan book in banking sector, increase demand on capital assets and decrease the pace of profitability growth. The same regulations will also cause consolidation in non-banking sector and moderately aggressive developments in investment banking. In long term, let us hope, these changes will improve quality of Georgian financial services sector.
On June 1st, 2018 a meeting took place among the members of the Independent Directors Association. A member, Kaha Baindurashvili, presented on the topic "Reviving Silk Railroad."
An interested discussion followed amongst the members after the presentation.
On May 17th, 2018 Independent Directors Association general assembly took place in Hotel Radisson Blu Iveria. Independent Directors Association member Tariel Gvalia presented an overview of the Association’s latest activities. A new member of the Association, an Independent Director of “JSC Silknet”, Ted Jonas was introduced. Mr. Jonas talked about his 24-year business experience and career in Georgia. Members of the Association expressed their views regarding discussed topics.
This article is about two types of sources that characterize and influence corporate governance. 1. informal nature, which is also called "soft law" and 2. source of corporate governance stemming from autonomous capacity of the parties involved, which is closely related to "soft law. This article also characterizes the approach of Georgian legislation towards the essence of "soft law".
The Independent Director’s Association welcomes Ted Jonas as a newest member who brings 25 years of law practice experience to the team.
"The main component of the corporate governance is the supervisory board, whose main function is the strategic decision-making for the company’s development. The board should be an advisor and a supervisor for the management and needs to be qualified and objective members to fulfill its responsibilities. Exactly, qualified, independent and effective board will be the management’s active partner.
March 13-14, 2018 Holiday Inn hosted a seminar: Building Business Integrity Across the Region: Armenia, Azerbaijan, Belarus, Georgia, Moldova, Turkey, Ukraine. The seminar was organized by EBRD and OECD with support from UNDP.
The seminar was opened by the First Deputy Prime Minister, Minister of Economy and Sustainable Development - Dimitri Kumsishvili, Head of the Parliamentary Budget Committee - Irakli Kovzanadze and Director, Caucasus, Moldova and Belarus, EBRD - Bruno Balvanera.
Best practises in the corporate governance define the accountability and responsibility of the supervisory board. More specifically, board members’ diligence, honesty and care responsibilities are determined, benefitting the successful operations of the company; Furthermore, the board’s decisions should be made based on thoughtful consideration, avoiding the passive role in the relationship with the management and the cases of the board members’ possible unconscientiousness.
On December 23 2017, Georgian Parliament made changes to the “Law of Georgia on Commercial Bank Activities” that emphasize the significance of the establishment of good corporate governance practices in the banking world. These changes send a clear message to the banking sector and general public that corporate governance is extremely important for the National Bank of Georgia.
General Provisions
The purpose of given standards is to determine Independent Directors' principles of professional behaviors and norms.
These standards have been established according to international practice and regulations for Independent Directors.
See the link: www.bm.ge
The modern corporate governance system is familiar with the three systems that are typical for both - Anglo-American and Romano-Germanic law. In particular, there is a one-tiered, two-tiered and a mixed system.
The modern corporate governance system’s one of the fundamental issue is the legal protection of the minority shareholders' rights, which is ensured by legislation, the company's charter and internal corporate governance system’s various regulatory documents.
Half of the surveyed small and medium-sized companies consider accessing into the market as the main challenge, remaining 40% consider that the main problem is access to finance and only 10% consider accessing to knowledge as the main barrier.
There are lots of writing about small and medium businesses in Georgia and abroad. Economists, politicians, businessmen, journalists and others write about it. Nevertheless, the small and medium business remains non exhaustive subject, since it is the main part of the economy, not so much in terms of monetary, but in terms of population involvement and revenue distribution.
On 5th December, 2017, Independent Directors Association’s members meeting was held at the hotel "Ambassadori". The meeting was attended by Mr. T. Gvalia, Mr. S. Ternes, Mr. G. Glonti, Mr. V. Kipiani, Mr. I. Kovzanadze, Mr. K. Baindurashvili, Mr. S. Gvalia, Mr. G. Naskidashvili and Mr. G. Keshelashvili. Mr. T. Gvalia talked about the activities carried out in 2017, reviewed the legislative and important corporate news from the past period. The participants talked about the plans for 2018 and discussed their views due to the activities to be implemented.
Associations’ members next meeting will be held during the first quarter of 2018.
The existence of a comprehensive corporate governance system is inconceivable in terms of closing essential information about the company. Potential investors’decision making processis largely linked to the proper and full information about the company's activities.
The shareholders of Silknet have appointed Ted Jonas, an American-qualified lawyer with over 25 years' practice experience, to the company's supervisory board as independent member (Independent Director). Ted is highly rated by the international legal rating agencies as one of the best business and finance lawyers dealing with Georgia.
Jonas's central function on the supervisory board will be to help bring the company's corporate governance up to the next level in its development, and to assist the company on international legal compliance issues.
Regarding company’s internal control, in 1992, in the US COSO (Committee of Sponsoring Organization) published — Integrated Framework - The internal control COSO Framework. This framework was revised and reissued in 2013. The number of international or national (including Georgia) standards and laws are based on this framework. It is successfully used by the managers and regulators, as well as by the internal and external auditors. What are the main principles of this framework? What is its significance during the company's operation?
On May 4, 2017, number of amendments and changes were introduced to the Georgian Law on Entrepreneurs, which establishes new standards of the relations between capital-type companies’ partners, which in turn affects the corporate management peculiarities.
Former head of pension reform service Otar Dzidzikashvili was appointed as the head of the Deposit Insurance Agency.
The deposit insurance system will be launched on January 1, 2018. According to the Law of Georgia on Deposit Insurance System, which was adopted by the Parliament in May 2017, the head of the of the Deposit Insurance Agency will be appointed by a five-member supervisory board for 5 years. According to the law, among the members of the Deposit Insurance Agency board there will be 2 independent directors. Independent directors will be chosen by commercial banks.
Risk-taking is a fundamental driving force in business and entrepreneurship, the cost of risk management failures is still often underestimated, both externally and internally, including the cost in terms of management time needed to rectify the situation. Corporate governance should therefore ensure that risks are understood, managed, and, when appropriate, communicated. The following article reviews the corporate governance framework and practicesrelating to corporate risk management.
During the recent years the successful launch of the Georgian corporate sector on the world’s leading stock exchanges and the significant activation of Georgian companies on the bond market, has raised the demand for the corporate secretaryinstitute.
The existence of a corporate secretary is important for implementing the best standards of the corporate governance in the company.
The best corporate governance standards can help companies to improve their operation and make it easier for them to access the capital. How does it look from investors' perspective? How do the investors evaluate corporate governance and what is Corporate Governance Standards’ importance during the making investment decisions?
Establishment, operation, internal administration and state control over the accountable enterprises, same as public companies or open joint-stock companies, differs from the ordinary closed joint-stock company. This distinction is derived from the Georgian legislation, which is in line with the international practice in this field.
International Finance Corporation's (IFC) research - Corporate Governance Success Stories - demonstrates the business case for good corporate governance in the Middle East and North Africa. It shares the experiences of 11 companies that have made governance improvements over the past few years, summarising the changes they made and the impacts they reported.
On 5th July 2017, in Tbilisi the conference: „Independent Directors: Key Benefits and Advantages for Corporations”took place. Independent Directors Association and the European Bank for Reconstruction and Development (EBRD) jointly organized the conference with the support of the Ministry of Economy and Sustainable Development of Georgia.
On 30th June 2017, BlueOrchard (a Swiss Impact Investment Manager with a representation office Tbilisi) has announced that TERNES Real Estate Fund, the pioneer in collective real estate investments in Georgia, will gradually pass into BlueOrchard’s real estate activities. At the same time, BlueOrchard has appointed Dr. h.c. Sascha Ternes as Senior Vice-President, Real Estate.In July 2017 the conference: „Independent Directors: Key Benefits and Advantages for Corporations” will take place. Independent Directors Association and the European Bank for Reconstruction and Development (EBRD) jointly organize the conference with the support of the Ministry of Economy and Sustainable Development of Georgia.
Since 2016, the Georgian legislation has more and more amendments, the aim of the changes is to implement the best practice of the corporate governance in the Georgian legislation. One of them is the Audit Committee. What is the Audit Committee and what is its meaning for the corporate governance standards? The following article covers this topic.
In June, 2017 the Parliament of Georgia has adopted the Law on Accounting, Reporting and Audit, according to which majority of the private companies are obliged to conduct the IFRS quality audit and make the information public. Today, only a small part of private companies publish their financial information.
The role of the Supervisory Board members in the modern and rapidly changing world is very important and varied. Board's independent members' role is not only supervisory. The new challenges put a lot of liabilities on them. What is the role of the independent members of the board in a new paradigm?
TBC Bank Group PLC is pleased to inform shareholders of the announcement from FTSE Russell on 31 May 2017 that TBC PLC shares will be joining the FTSE 250 Index. The inclusion will be implemented at the close of business Friday, 16 June 2017 and will take effect from the start of trading on Monday, 19 June 2017.
According to the draft law submitted to the Parliament, the National Bank of Georgia will have the authority to supervise both - commercial banks and banking groups. It means to assess the strength of the entire group taking into consideration all the risks that may affect the bank.
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With the new draft law submitted to the Parliament, the National Bank of Georgia will be able to impose different kind of approaches for approving the prospectus of various types of securities. The issuers will be obliged to present all the necessary documents associated with the issuer's securities.
Over the past decades, with the growth of life expectancy and the ageing population, many countries have already adopted or are in the process of pension reform. In most cases, pension reform does not only serve to demographic problems and becomes as a catalyst for development of the capital market in the country. What does pension reform mean and what kind of role does it have in corporate governance standards? The following article is discusses these issues.
From 15th May 2016, changes in the Georgian Law on Entrepreneurs took effect, which require listed companies to have non affiliated members with the company in the supervisory board – independent directors. Their roles, liabilities and responsibilities differ from the executive directors. The article below discusses the duties and role of independent directors in the Supervisory Board.
The requirement for an independency of a supervisory board member falls under the "soft law" remit rather than the positive laws. With that in mind, a general term by the Law on Entrepreneurs shall suffice provided that the corporate governance code will elaborate on it further through combining so-called "positive" and "negative" tests.
On May 3rd, 2017 the 9th meeting of Business Café was held at Holiday Inn Tbilisi. Mr. Sascha Ternes, Independent Directors Association’s board member, Managing Partner at TERNES Real Estate Fund LLC and former CEO of ProCredit Bank spoke about organizational culture, business ethics and corporate management.
The Non-Executive Directors' Handbook is produced in association with the Non-Executive Directors’ Association (NEDA) authored by Brian Coyle.
The 4th edition of the Handbook, given the increasingly significant role now played by non-executives in the independent oversight of organisations, it acts as an essential source of reference and route map for the position.
On 21th April 2017 was held the Independent Directors Association members’ meeting. The meeting was attended by Mr. V. Kipiani, Mr. T. Gvalia, Mr. M. Machavariani, Dr. h.c S. Ternes, Mr. G. Glonti, Mr. I. Kovzanadze, Mr. S. Gvalia and Mr. G. Naskidashvili. The meeting was held at the Radisson Blu Iveria Hotel.
Mgaloblishvili, Kipiani, Dzidziguri (MKD) - one of the leading law firms in Georgia - has funded publishing a book on the Functioning of the Capital Market: Realities and Reforms by Professor I. Burduli, G. Makharoblishvili, D. Egnatashvili and T. Ebanoidze. The publication provides for meaningful analysis of various aspects of capital market both domestically and abroad. The book was published by the law school at Ivane Javakhishvili Tbilisi State University, the Institute of Corporate, Banking and Economic Law.
Partnership Memorandum was made between the „Independent Directors Association“ and the „Nodia, Urumashvili and Partners“ - one of the leading consulting company in Georgian market. According to the memorandum, the parties take responsibility to conduct their practices so that to implement worldwide standards of corporate governance in Georgia.
It is impossible to manage business without considering high standards of corporate management in the modern world.
National bank of Georgia published data about the country’s external debt for 31 December, 2016. According to the data, the total external debt reached $15.5 billion.
According to the memorandum, the parties take responsibility to conduct their practices so that to implement worldwide standards of corporate governance in Georgia based on the principles of collaboration, partnership and mutual support.
Independent corporate directors have attracted considerable attention from academics and policymakers in light of recent corporate scandals.
Partnership Memorandum was made between the Independent Directors Association and the BDO - one of the leading global accounting organisations and one of the largest accountancy firms in Georgian market.
According to the memorandum, the parties take responsibility to conduct their practices so that to implement worldwide standards of corporate governance in Georgia based on the principles of collaboration, partnership and mutual support.
We continue articles about the corporate governance standards. Below, we will discuss the changes on the Georgian corporate law.
The Ministry of Economy and Sustainable development of Georgia has drawn out the changes’ package to the Law on Entrepreneurs of Georgia.
The main purpose of these changes is to protect minority investors and to improve corporate governance standards in Georgia.
In the working process due to the changes took part „Independent Directors Association“, „Investors Council“, „Business Association of Georgia“, Georgian Stock Exchange and National Bank of Georgia.
It is an intensive discussion about the implementation process of the Estonian Taxation Model in Georgia.
Mr. Tariel Gvalia visited Bank of Georgia University and gave a public lecture about the corporate governance standards. Mr. Tariel Gvalia talked about the corporate governance's best practice, corporate governance code, changes in legislation and discussed new challanges.
Good corporate governance helps companies operate more efficiently, improve access to capital, mitigate risk, and safeguard against mismanagement. It makes companies more accountable and transparent to investors and gives them the tools to respond to stakeholder concerns.
According to the memorandum, the parties take responsibility to conduct their practices so that to implement worldwide standards of corporate governance in Georgia based on the principles of collaboration, partnership and mutual support.
Nowadays in the world, it is impossible to manage a business successfuly without the implementation process of higher corporate governance standards.
EBRD assessment about the corporate governance standards in Georgia and Poland.
Interview with Mr. Tariel Gvalia, Independent Directors Association’s board member.
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