Corporate Governance in MENA: Building a Framework for Competitiveness and Growth

Preface
Foreword
Acknowledgements
Abbreviations and acronyms
Executive Summary
Chapter 1.  Overview of corporate governance in MENA
	1.1. Introduction
	1.2. Overall economic situation in MENA
	1.3. Facilitating access to finance and capital markets
	1.4. Improving transparency and disclosure in MENA
	1.5. Achieving gender balance in corporate leadership
	1.6. Enhancing governance of state-owned enterprises
	Notes
	References
Chapter 2.  Access to finance and capital markets
	2.1. Introduction
	2.2. Why capital market development is vital in MENA
		2.2.1. Factors affecting access to finance in MENA
		2.2.2. Equity markets and growth
		2.2.3. Corporate governance in MENA capital markets
	2.3. Corporate use of public equity markets
	2.4. Stock exchanges in the region
	2.5. Corporate use of bond markets
		2.5.1. Overview of MENA corporate bond markets
		2.5.2. Growth companies and the corporate bond market
	2.6. Corporate ownership structure
		2.6.1. Concentrated ownership
		2.6.2. Small institutional investor base
		2.6.3. Dominance of retail investors
		2.6.4. Limited foreign investor interest
	2.7. The way forward
		2.7.1. Key findings
		2.7.2. Policy options
		2.7.3. Developing strategies for capital market growth
		2.7.4. Enhancing the capacity of key institutions
		2.7.5. Improving capital market financing alternatives
		2.7.6. Establishing specialised markets for growth companies
		2.7.7. Addressing issuer side factors
		2.7.8. Developing the investor base
		2.7.9. Enhancing a sound financial ecosystem
	Notes
	References
Chapter 3.  Improving transparency and disclosure in MENA
	3.1. Introduction
	3.2. Corporate governance landscape in the MENA region
		3.2.1. The policy framework for corporate governance
		3.2.2. Regulators and other institutions
		3.2.3. Other factors affecting corporate governance practices in the MENA region
	3.3. Transparency and disclosure: Key issues
		3.3.1. International standards on transparency and disclosure
		3.3.2. Transparency and disclosure in the MENA region
			Disclosure obligations of MENA listed companies
			Evaluations of corporate governance disclosure in MENA economies
			Transparency on beneficial ownership, board members and audits
			Transparency on related party transactions
			Disclosure practices of the largest listed companies in the MENA region
	3.4. Disclosure of ownership
		3.4.1. Legislative and regulatory approaches
			Definition of beneficial ownership
			Deadlines for disclosure
			Practices in MENA
	3.5. Disclosure of related party transactions
		3.5.1. Legislative and regulatory approaches
			Practices in MENA
	3.6. Monitoring and enforcement of standards
		3.6.1. Global trends in corporate governance monitoring and enforcement
		3.6.2. Monitoring practices in MENA economies
	3.7. The way forward
		3.7.1. Key findings
		3.7.2. Policy options
			Models for disclosure regulation
			Choosing between mandatory and voluntary disclosure
			Supervision and enforcement
			Shareholder engagement
		3.7.3. Recommendations on the disclosure of ownership
		3.7.4. Recommendations on the disclosure of related party transactions
	Notes
	References
		Annex 3.A. Companies covered in the review of disclosure practices
		Annex 3.B. Definition of related party transactions in selected MENA economies
Chapter 4.  Achieving gender balance in corporate leadership
	4.1. Introduction
	4.2. The case for gender balance in economic and corporate life
		Gender balance and company performance
		Putting gender balance measures into practice
	4.3. Women in the workforce and in corporate leadership
		A slow narrowing of the gender gap in OECD countries
		A large and persistent labour force participation gap in MENA
		Low female representation in corporate leadership in MENA
	4.4. Challenges faced by women in accessing corporate leadership positions
		Underlying causes and costs of gender inequality in MENA
		Barriers to corporate leadership positions for women in MENA
	4.5. Good practices for increasing gender balance in corporate leadership
		4.5.1. Good practice examples from the OECD
		Resistance to quotas in MENA’s corporate sector
		Use of corporate governance codes to encourage gender diversity
	4.6. The way forward
		Key findings
		Policy options
			Reforming legal and policy frameworks
			Combining national goals with company strategies
			Improving collection and use of data
			Creating an ecosystem for gender balance in corporate leadership
			Facilitating networks and providing support for women
			Creating a conducive cultural environment
	Notes
	References
		Annex 4.A. OECD gender recommendations
		Annex 4.B. Policies and good practices in OECD countries
Chapter 5.  State ownership in MENA
	5.1. Introduction
	5.2. Corporate governance standards for state-owned enterprises
		The OECD Guidelines on corporate governance of SOEs
	5.3. The state ownership landscape in the MENA region
		Decentralised ownership
		A central co-ordination body in Morocco
		State holding companies
		State audit institutions
		Reform of state ownership and governance in MENA
			General ownership and governance reforms
			Development of corporate governance codes for SOEs
			The listing of SOE shares on stock exchanges
		Centralising state ownership
	5.4. Sectoral distribution of state-owned enterprises in MENA
		An overview of national SOE sectors
		Sectoral data for listed companies
		Comparison with OECD countries
	5.5. Collection and publication of data on state-owned enterprises
		A dearth of aggregate data on SOEs in MENA
		Good practice on the reporting of SOE data
	5.6. The way forward
		Key findings
		Policy options
			Mapping national SOE portfolios and undertaking aggregate reporting
			Clarifying and disclosing the objectives of SOEs
			Reorganising the state ownership function
			Clarifying the role of state audit institutions
			Avenues for future work
	Notes
	References
		Annex 5.A. Listing of strategic SOEs in the MENA region