Report on the Observance of Standards and Codes : Corporate Governance Country Assessment, Bulgaria

Abstract

Market capitalization of the Bulgarian Stock Exchange is low at four percent of gross Domestic Product, having fallen from a peak of seven percent in 1998. Similarly, market turnover remains low, even by the standards of transition economies. However in recent years, Bulgaria has made substantive concrete improvements in its legal and regulatory framework, in part in preparation of accession to the European Union. The Bulgarian National Securities Commission was established in 1996 and subsequent amendments to both the commercial and securities legislation strengthened the corporate governance framework. In particular, the 2001 revisions and amendments adopted in June 2002 substantially strengthened shareholder rights for "public" companies. In addition, proposed additional amendments will ensure pre-emptive rights of existing shareholders and will require legal entities to disclose both direct and indirect ownership interests in Bulgarian companies, where such interests are at five percent or more of the company. The assessment recommends three additional areas of improvements: 1) Amend the Commercial Law to establish a minimum quorum for shareholders' meetings and strengthen the duties of members of (supervisory) boards of directors. 2) Encourage private sector organizations and business associations to prepare a corporate governance code, encouraging improved corporate governance practices in the corporate sector. 3) Encourage the private sector to establish an Institute of Directors that could provide training and disseminate international practices for (supervisory) boards of directors.