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BRAZIL: Corporate Governance Takes Center Stage in Rio

by Sundeep TuckerFinancial Times
July 6th, 2004


International corporate governance will come of age this week as the world's leading activists congregate in Rio de Janeiro.

The occasion is the 10th annual conference of the International Corporate Governance Network, which heads to a developing country for the first time.

The network chose Brazil in recognition of its efforts over the past five years to improve both shareholder rights and the governance of companies.

At least 500 members of the ICGN, which represents global investments worth more than $10,000bn, will attend and what they discuss will have implications for companies the world over.

Recently, the network has drawn up codes on shareholder rights, remuneration and shareholder responsibilities. Companies, though, can draw breath: there will be no codes worked on at Rio that are likely to cause corporate angst. "We wanted to stop and take stock," says Alastair Ross Goobey, ICGN chairman.

The conference theme is "Best in class: how to make corporate governance succeed." It is a recognition of the fact that governance issues are no longer on the fringes of business life but central to the shareholder/ company relationship.

Among the topics that will be discussed are corporate governance in Latin America, obstacles to shareholder activism, the role of regulators and stock exchanges, the implications of hedge funds, and governance at state-owned enterprises and family-controlled companies.

Significantly, after most sessions, there are designated breaks for "networking". Mr Ross Goobey said:

"It is about discussing issues and using the opportunity to meet like-minded activists who would never usually meet face to face. It is a working conference for experts in their fields."

But what happens on the sidelines will be just as important. The spectre of Sarbanes-Oxley and what it means for governance will feature prominently during the talk at the bar. "We have to consider whether the legislation has gone too far," says Mr Ross Goobey.

Delegates will also discuss EU plans for a common code on corporate governance. Will it include proscriptive details or simply a roll-call of high-level principles? There is real concern that Brussels will opt for the former.

The one major development from previous gatherings in places such as Tokyo, Milan and Amsterdam is the involvement of company bosses. Hence the discussion on "Corporate success stories: CEO perspectives on making governance work."

The main speaker will be Michael Capellas, CEO of MCI, followed by a discussion involving Peter Brabeck, CEO of NestlÚ, and Robert W O'Leary, CEO of Valeant Pharmaceuticals of the US.

It is a theme Mr Ross Goobey is keen to expand. "Governance should not be a political football. We have to convince corporates that it is in their interests. If we go over the top, they will start to feel under siege."

Away from the conference, the voice of business could soon be heard at the highest levels of the ICGN. Peggy Foran, the company secretary of Pfizer, the pharmaceuticals company, has become the first business-person to be nominated for election to the network's governing council.

Other developments are designed to extend and further professionalise the ICGN. In October, the network will run its first mini-summit, to be held in Delaware, US. "It is vital that we have a regular dialogue with US investors as they can be the key in improving the governance process," says Mr Ross Goobey.

More importantly, the ICGN is searching for its first executive director. For the past decade, the network has existed via the goodwill of its members who have worked voluntarily for the cause.





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