1. Corporate Governance Code for Commercial Banks in GEORGIA November 24, 2009 Association of Banks of Georgia

2. CG Code signed on 23 Sep 2009 13 (from 19) commercial banks in Georgia Demand from Banking Sector Drafting the code took about 8 months National Bank, FSA, Georgian Stock Exchange, IFC and Georgian banks involved in drafting

3. Definitions Corporate Governance Independence and Independent Director Fiduciary Duties Combined Supervisory Board Holding Companies

4. Board (one or two tier?) Supervisory Board Board of Directors Combined Supervisory Board Committees (2 required committees: Audit and Risk Management) Corporate Secretary

5. Other CG issues Information Disclosure and Transparency Evaluation and Remuneration Conflict of Interests CG for Holding Companies

6. Model CG codes GCGF toolkit: Developing CG Codes of Best Practice CG Code from other countries IFC experience Comments from the banks