In the securities market of the Czech Republic corporate governance plays a crucial role in instilling investor confidence and ensuring an efficient market. Post the fall of Communism, the economy was transitioned from state owned to capitalist in a very short time. Since then, the Czech Republic has come a long way to quickly reach standards of other capitalist markets and successfully obtain accession into the European Union. As the market continues its progression, the need for transparency of information and alignment between board members and managers in firms greatens.
From the Czech Republic’s voucher privatization program in 1992 to the late 1990’s, corporate governance was viewed negatively and/or non-existent for publicly traded Czech companies. A path began with a lack of regulation, continued with a lack of enforcement, and finally turned directions beginning in 1998 with the Securities Commission Act. Even now, as Czech companies attempt to become more competitive on a global scale in the market, the realization amongst firms of the need for structured corporate governance and more transparency in their reporting of information takes hold as a continued effort necessary to report and align enterprise goals with those of other stakeholders.
Through an analysis of the top ten publicly traded companies, in terms of market capitalization, on the Prague Stock Exchange, I will assess the availability of information regarding corporate governance in order to discern the current state of compliance with the Corporate Governance Code. This information will serve as a benchmark and will allow investors to relate the positions of the largest companies on the PSE to other companies within the Czech Republic, and apply the knowledge generally to the Czech securities market. The results allow investors and other stakeholders to get an idea of corporate governance practices and the transparency of information in the companies operating in the Czech Republic today.
Current State of Corporate Governance
I turn now to the analysis of the corporate governance disclosure in today’s Czech market. Using the ten largest publicly traded companies (see Table 1) listed on the Prague Stock Exchange in terms of market capitalization, I will determine the degree of their stated corporate governance policy disclosure as found in their most recent annual reports. This is the 2004 annual report for all of the companies. Furthermore, I will briefly assess the availability of information on the companies’ websites.
Top Ten Listed Companies on the PSE
Rank Company Market Cap. (Mil. CZK)Market Cap. (Mil. USD)
1 ČEZ 402,881 16,293
2 Erste Bank 317,598 12,844
3 Český Telecom 160,014 6,471
4 Komerční Banka 128,397 5,193
5 Unipetrol 42,922 1,736
6 Zentiva 41,683 1,686
7 CETV 39,718 1,606
8 Philip Morris ČR 32,816 1,327
9 Severočeské Doly 14,434 584
10 Prazská Energetika 11,492 465
Source: Prague Stock Exchange, Novermber 2005
ČEZ, a joint stock company, is the largest power conglomerate in Central and Eastern Europe. The company’s website has an investor section with information on shares, bonds, and financial information, and lists the date of the annual general meeting, but does not provide information specifically related to corporate governance practices and structure in general. Shareholder structure, relations, and dividends are presented on the website. Within the annual report, ČEZ follows the German corporate governance model, and has key members of the board also part of management. Board structure and board members are discussed extensively. The board of directors meets weekly as a matter of practice, where the requirement is monthly. The company complies with the Commercial Code concerning protection of shareholder rights, and bases its corporate governance on the Corporate Governance Code. The ČEZ Group actually participated in the 2004 drafting of the Corporate Governance Code. Overall, the company reports on most of the key corporate governance areas, but does not have one section devoted to their policy, making it necessary to scan the entire report for relevant information.
Erste Bank, based in Austria, is the leading financial services provider in Central Europe. Its website contains an investor relations area in which detailed information is provided, and also a corporate governance section in which the company discloses it follows the Austrian Code of Corporate Governance in practice. In the annual report, the company discloses it follows all of the statutory rules of the Code, and adheres to most of the recommendations. It directs individuals to the website for the actual provisions of corporate governance, making the information accessible, but not detailed within the annual report itself. Furthermore, policies regarding shareholder rights were not easy to discern.
Český Telecom is a telecommunications group that operates primarily in the Czech Republic. The company has a website with shareholder information including board structure and notification of the annual general meeting. In addition, access to the company’s annual report leads to extensive corporate governance discussion. The company acknowledges improved reporting in this area beginning with the 2004 annual report as compared to previous annual reports, and as stated in the 2002 annual report, the company will be in full compliance of the Corporate Governance Code by 2005. One note made in the report includes a list of the members of the supervisory board that qualify as independent, an important provision as recommended by the 2004 Code.
Komerční Banka is among the most important banks in the Czech Republic and the Central and Eastern European region, and provides comprehensive services for clients in retail, corporate, and investment banking. The company’s website provides access to key shareholder information, and has an investor relations section. However, there is not a specific corporate governance section. Accessing the annual report allows one to see most of the requirements of corporate governance, but there is neither specific mention of their general policy towards corporate governance nor mention of their adherence or lack there of to the Corporate Governance Code.
Unipetrol, a group of companies that operate in the chemical industries sector of the Czech Republic, is a major company in Central Europe. The company’s website has direct links to board members as well as an investor page with access to its annual reports, but does not provide detailed corporate governance information. The annual report does not improve upon the corporate governance policy of the company. There is no statement concerning the company’s policy towards corporate governance, and the information given is primarily a list of board members. Qualifications are not given, and shareholder rights are not disclosed or discussed.
Zentiva is a pharmaceutical group that holds leading positions in the Czech and Slovak markets, and amongst the largest players in Central and Eastern Europe. Zentiva’s website provides extensive corporate governance information, including the actual rules governing the boards. Investor relations also has a prominent position on the company’s website, and lists shareholder information, the date of the general meeting, and other important information. As stated in the annual report, the company adheres to the Dutch Corporate Governance Code.
Central European Media Enterprises, or CME, is traded on the Prague Stock Exchange as CETV. The company, based in Bermuda, is an international television broadcasting company, and operates a group of networks and stations across Central and Eastern Europe. The company’s website includes the members of the board and their qualifications, as well as financial results and company policies such as their Code of Ethics. Interestingly, analyst reports regarding CME are accessible on the company’s website. CME is listed on NASDAQ, so annual report information is accessible through their website under SEC filings.
Philip Morris ČR
Philip Morris ČR is an affiliate of Philip Morris International, whose parent company is Altria Group. The website for Philip Morris directs all investors inquiring about shareholder information to its parent company’s website, although some financial data, its general meeting date, and agenda is disclosed for its Kutna Hora location in the Czech Republic. Just as was the case for CETV, Altria Group has extensive information disclosed in its SEC filings. On the Altria Group website, corporate governance is discussed extensively, and the by-laws as well as board members and governance guidelines are listed.
Severočeské Doly is the largest producer of brown coal in the Czech Republic. The company mines, processes, and sells brown coal and its by-products. The company’s website lists the board members and their qualifications and shareholder structure. There is no area dedicated to corporate governance structure or policy. Within the annual report, the company disclosed they do not comply with the Corporate Governance Code, but it does respect the legal requirements and it hopes to adopt more principles in the future. Key areas of corporate governance are easy to find in the report, and although the company states it does not follow the Code, it does an extremely good job of reporting required as well as recommended information.
Prazská Energetika is an electricity purchasing, distribution, and sales company operating in Prague and Roztoky, and an electricity trader in the wholesale market in the Czech Republic. Prazská Energetika’s website lists the management and board members, shareholder structure, and provides access to its annual reports. There is not a section specifically for corporate governance. In the annual report, the company reports statutory information as required by the Commercial Code, but does not go into great detail about corporate governance specifically. Furthermore, it does not mention its adherence to any part of the Corporate Governance Code.
After reviewing the information provided either on the listed companies’ website or their annual report (see Table 2), it was discovered that the transparency of information has been achieved. At least as stated, most all of the companies comply with statutory provisions of the Commercial Code and other Acts, and six of the ten companies comply with the recommendations of the Corporate Governance Code. Of the four that have not adopted the principles of the Code, some mention of the corporate governance policy is made through the disclosure of the relevant information.
I have found that companies listed on the Prague Stock Exchange with a large market capitalization have improved upon their corporate governance reporting in their 2004 annual reports from previous years. Steps have been taken by these companies to adopt the recommendations of the Corporate Governance Code even before they have become statutory regulations. Although these are stated measures that have been taken, it is assumed the policies are followed as a result of the auditor statement concerning the reporting of information contained in the annual reports. Overall, investor confidence in the Czech securities market should improve in light of the increasing transparency of information, and the future legislation of additional corporate governance requirements will improve upon this further.
Results of Company Analysis
Disclosure of Information ČEZ EB CT KB U Z CETV PMČR SD PE
Does the company disclose Y Y Y Y N Y Y Y Y Y
corporate governance structure
Does the company use the Y Y* Y N N Y** Y*** Y*** N N
Corporate Governance Code
as a basis?
Is shareholder ownership Y Y Y Y N Y Y Y Y Y
disclosed and voting rights?
Board membership & Y Y Y Y Y Y Y Y Y Y
Board member remuneration Y Y Y Y Y Y Y Y Y Y
Does the website contain a N Y N N N Y N Y N N
corporate governance area?
*Austrian Code of Corporate Governance
**Dutch Corporate Governance Code
***United States Securities and Exchange Commission Requirements
Source: 2004 Annual Reports for Respective Companies