Day 1

Time

10:00-10:15

Course outline by Mariam

Question: What do we hope to get out of the course?

Session 1

10:15-11:00

The Independent Directors Association

The role of independent directors and supervisory boards

Supervisory boards and crisis management

• How they work? Different roles?

-        Role in risk management/crisis management?

-        Role in strategic planning?

• Role of independent directors?

Discussion issues

• Groups’ experience of independent directors?
• Role in Georgian boards?
• Would they have helped during covid? Can they help now?

Session 2

11:15-12:15

Recent changes in Georgian Corporate Governance

-        Summary of recent changes

• Supervisory boards
• Internal controls
• Transparency
• Protection of minorities

-        EU and Association Agreement

-        Global Context

-        Capital Markets

Questions

-        What are the biggest changes that the participants have experienced?

-        Are there opportunities that come out of this?

George Welton, GeoWell

Day 2

Session 3

11:00 – 11:45

Corporate governance and overall legal structure in Georgia

-        Main legal framework of CG in Georgia

-        Main elements of CG

• Board Structure & responsibilities
• Overview of what the following elements usually contain?

-        Company charter

-        Code of ethics

-        Internal audit

• Disclosure requirements for SARAS and NBG – for different types of companies

-        Financial

-        Non-financial disclosures

• Minority protections

-        Minority rights

-        Conflict of interest

-        Related party transactions

Discussion Topics

• In the Covid context, are there specific areas where their company would benefit from advice or would have benefited?
• Are there any areas where it is useful to go beyond the requirements of the law in terms of transparency and disclosure?
• Have you been affected by EU rules to expand systems – like environment, or production standards etc?
• Do you have minority shareholders or are they investors/shareholders in other companies? What challenges does that create?
• Do the participants have any experience having to think about related party transactions, conflict of interest etc?

What would they expect to do to give confidence to new partners – IFIs, potential investors?

George Jugheli Investors Council

Mariam Megvinetukhutsesi, Velox

Coffee

11:45 – 12:00

Session 4

12:00 – 12:30

Capital Markets

-        Different kinds of financing

-        Different sources of financing

• IFIs
• Private Equity
• Capital markets

Questions

-        Other than cost and speed, what are the main questions that people consider when looking at financing?

Experience of IFI financing?

Session 5

12:30 – 13.00

Session 6

13:00 – 13:15