1. 1 INVESTMENT CLIMATE Corporate Governance Development Equity Associates Inc. February-March, 2004

2. 2 INVESTMENT CLIMATE Foreign Investment Investment Climate Assessment Corporate Governance

3. 3 Investment Climate Corporate Governance The Review Process Areas of Focus The Ratings

4. 4 Investment Climate Corporate Governance The Review Process In Country Assessment Reports on Observance of Standards and Codes ( ROSC) ( World Bank/OECD) Benchmark Against OECD Principles Diagnostic of Formal and Informal Aspects Published Upon Clearance Policy Recommendations

5. 5 Investment Climate Corporate Governance Areas of Focus Capital Markets Overview Rights of Shareholders Equitable Treatment of Shareholders Role of Stakeholders in Corporate Governance Disclosure and Transparency Responsibilities of The Board

6. 6 Investment Climate Corporate Governance Review - Areas of Focus Capital Markets Overview Market Value,trading Volume,new Issues, Etc. Dominant Companies Role of Institutional Investors Legal Framework Governing Listed Companies Supervisory Entities

7. 7 Investment Climate Corporate Governance Review - Areas of Focus Rights of Shareholders Basic Shareholder Rights – Secure Ownership, Buy & Sell, Access Information,vote, Elect Board, Share in Profits Right to Participate in Fundamental Decisions Shareholder AGM Rights Disproportionate Control Disclosure Markets for Control Should Function Effectively Cost/benefit to Voting

8. 8 Investment Climate Corporate Governance Review - Areas of Focus Equitable Treatment of Shareholders All Shareholders Should Be Treated Equally Prohibit Insider Trading Board & Management Disclose Interests

9. 9 Investment Climate Corporate Governance Review - Areas of Focus Role of Stakeholders in Corporate Governance Legal Stakeholder Rights Respected Redress for Violation of Rights Performance Enhancement Provisions Access to Relevant Information

10. 10 Investment Climate Corporate Governance Review - Areas of Focus Disclosure and Transparency Disclosure Standards 1. Financial & Operating Results 2. Company Objectives 3. Major Shareholding and Voting Rights 4. Board, Key Executives and Their Compensation 5. Material Foreseeable Risk Factors 6. Material Employee & Stakeholder Issues 7. Governance Structures & Policies Standards of Accounting & Audit Independent Annual Audit Fair & Timely Dissemination

11. 11 Investment Climate Corporate Governance Review - Areas of Focus Responsibilities of The Board Key Functions 1. Guide & Approve Corporate Strategy, Business Plan,risk Policy, Budgets, Monitor Performance, Oversee Capital Expenditures, Acquisitions & Divestitures. 2. Select, Compensate & Replace Key Executives, Plan Succession 3. Review Executive & Board Remuneration and Ensure Transparent Board Nomination Process 4. Monitor & Manage Conflict of Interest, Misuse of Assets and Related Party Transactions 5. Ensure Integrity of Accounting, Independent Audits, Controls and Compliance 6. Monitor Effectiveness of Governance Practices 7. Oversee Disclosure and Communications

12. 12 Investment Climate Corporate Governance Review - Areas of Focus Responsibilities of The Board (Cont ’ d) Fulfill Key Functions Listed Act With Due Diligence in the Best Interest of the Firm Treat All Shareholders Fairly Ensure Compliance With Law Exercise Objective Judgment Access to Accurate, Relevant & Timely Information

13. 13 Investment Climate Corporate Governance The World Bank/OECD ROSC Ratings Observed: All Essential Criteria Are Met Without Significant Deficiencies Largely Observed: minor Shortcomings Which Do Not Appear to Impair Authorities to Fully Observe in the Short Term Partially Observed: laws & Regulations Comply but Practices and Enforcement Diverge Materially Not Observed: despite Progress Shortcomings Make Authority ’ s Ability to Observe Doubtful Not Observed: No Substantive Progress Towards Observance Has Been Achieved