CIPE ECONOMIC REFORM ROUNDTABLE : PRESENTATION GUIDELINES Date : June 19 th - 21 st, 2008 M. Majdi HASSEN,The IACE (Institut Arabe des Chefs d’Entreprises) The Tunisian Corporate Governance Implementation Program

1.POLITICAL, SOCIAL AND/OR ECONOMIC CHALENGES IN TUNISIA The Institut Arabe des Chefs d ’ Entreprise (IACE) was created in 1984 by a group of Tunisian business leaders and has grown since then to include about 500 members from the business community. It is an independent policy and advocacy organization concerned with the issues of the private sector. IACE : three main areas: seminars and conferences; research and publications; and training of business executives.

1.POLITICAL, SOCIAL AND/OR ECONOMIC CHALENGES IN TUNISIA The IACE lobbied the government to introduce requirements of greater transparency and accountability for Tunisian companies. Implementing best corporate governance practices is becoming among the major challenges for corporations and governments interested in achieving a substainable economy. This is dependent upon: - attracting more foreign direct investment (FDI) - cutting unemployment - implementing a democratic and equitable management of businesses for now, and for the future

2. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WYH The IACE, with the support of the CIPE, has carried out several projects to advance awareness s’ of corporate governance in Tunisia.

2. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY “ Advancing Good Governance Practices among Tunisian Family-Managed Businesses ” July 1, 2006 – September30, 2006 :  Corporate Governance Environment Assessment a nationwide survey on corporate governance in Tunisia that concentrate on 500 family-owned businesses

2. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY  Workshops four half-day workshops in order to disseminate the survey findings.

2. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY  National Corporate Governance Conference conclusion of the survey and workshops more than 300 representatives from the private sector, government, media, and academia  Website survey findings workshop materials and discussions case studies from within Tunisia

2. RESULTS AND IMPACT OF THE PROJECT THE IMPACT OF THE PROJECT The participants were very interested by the workshops and by the survey findings, they asked for a framework for the best practices. They asked the improvement of the reforms and to simplify the rules. There were various statutory measures on the economic initiative and the finance law Also, the Tunisian government is also incorporating recommendations about SME ’ s from the workshop into the Economic Initiative Law, issued in January.

2. RESULTS AND IMPACT OF THE PROJECT THE IMPACT OF THE PROJECT - The IACE was requested by the Tunisian Capital Market Exchange to organize a meeting with the members in order to initiate them with the concept of corporate governance and in order to clarify the results of the study undertaken by the IACE last year in order to improve best practices among the family-owned businesses.

2. RESULTS AND IMPACT OF THE PROJECT Moreover, the CMF (Financial Market Council), requested the IACE to organize a seminar on corporate governance. In addition, the CMF has just published its ethical code In addition, it is announced that the Commission of Development of the Profession will set up a training center concerning ethical values and the international standards concerning audit and accountability in order to ameliorate financial transparency

2. RESULTS AND IMPACT OF THE PROJECT The companies were shown increasingly interested by the development of the corporate governance guidelines, they are often contacting IACE to get updates on the evolution of the project. Indeed, the CMF (Conseil du March é Financier), Central Bank, ATAI (the Tunisian association of internal auditors) as well as the Tunisian Professional Association of Banks and Financial Institutions (APTBEF) proposed their cooperation with the IACE in developing the guidelines.

3. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY “ Best Practices on the Corporate Governance ” January 1, 2008-March 31, 2008  Corporate Governance Best-practice Assessment Concentrated on 100 enterprises in Tunisia Three sections: auditing, business ethics and corporate social responsibility, management

3. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY  Corporate Governance Best-practice Focus Groups nine focus groups to evaluate the results of the assessments and prepare case studies and a guideline checklist

3. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WYH officials from the financial ministry, capital markets authority, and the government administration as well as representatives of Tunisia ’ s business and academic community  Corporate Governance Managerial Forum to disseminate the recommendations and guidelines developed as a result of the assessment and focus groups

3. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY  Corporate Governance Manual The feedback and recommendations from the assessment, focus groups, and the corporate governance managerial forum  Website and Outreach Assessment and best-practice case studies of leading Tunisian companies. The corporate governance guidelines

4. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY "Fostering cultures of Good Governance " January 15, July 2009 Conduct training with economic journalists Conduct Training of Trainers Course to develop local capacity in corporate governance training Translate Corporate Governance guidelines into Arabic and English Conduct 4 sector-specific workshops on implementation of guidelines:  Banks, financial institutions analysts, auditors and accountants  Boards of directors in large companies (listed and non-listed)  Managers of family-owned businesses  Government agencies

4. ACTIVITIES/TOOLS CHOSEN TO ADDRESS THE NEED AND WHY Cultivate media coverage of workshops and policy meetings. Facilitate direct meetings with policymakers to communicate recommendations on policy issues to improve corporate governance environment. Conduct a Follow-Up Survey (returning to the same 500 firms from initial NED project) to determine if there is an increase in compliance with corporate governance principles over the course of the project.

4. CHALENGES/SUCCESS/LESSONS LEARNED WITH PROGRAM IMPLEMENTATION firms which adopted an ethical code set up a system of audit envisaged actions for the employees founded a committee of audit adopted practices of good corporate governance practices appointed an independent administrator adopted social actions.

4. CHALENGES/SUCCESS/LESSONS LEARNED WITH PROGRAM IMPLEMENTATION Many participants believe that a growth in the awareness and implementation of corporate governance in Tunisian firms is conditioned by the implementation of a Guideline for Best Corporate Governance Practices. Requested from the IACE to conduct this project

Thank you for your attention M. Majdi HASSEN, The IACE