London Stock Exchange Corporate Governance for Listed Companies June 2011.

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Presentation transcript:

London Stock Exchange Corporate Governance for Listed Companies June 2011

Listing Gives Profile & Access to Capital $712 billion sector - The London Stock Exchange hosts more big mining companies than any other major exchange.

3 Main Market – key listing requirements *FSA will consider lower free float if it satisfied that there is sufficient liquidity in market ** Does not apply to mineral or scientific research companies PREMIUM STANDARD Listing Rules Compliance with the Listing Principles (LR 7) Appointment of a sponsor 75% of the business to be supported by a revenue earning track record Control over the majority of the entity’s assets Independent business as main activity Unqualified working capital statement Minimum 25% shares in public hands* Minimum market capitalisation £700,000 Free transferability of securities Eligible for electronic settlement Accounts 3 years of audited financial information** Latest accounts no more then 6 months old (Interims included if accounts more than 6 months old)** EU IFRS or equivalent Corporate Governance UK Corporate Governance Code (state compliance with their domestic corporate governance or explain any substantial differences) Prospectus Prospectus approved by the UKLA Admission and Disclosure Standards Compliance with the London Stock Exchange's Admission and Disclosure Standards Listing Rules Working capital statement (can be qualified) Minimum 25% shares in public hands* Minimum market capitalisation £700,000 Free transferability of securities Eligible for electronic settlement Accounts 3 years of audited financial information (or such shorter period the company was in operation) Latest accounts no more than 18 months old ( if audited Interims included) or 16 months old (if undated interims included). If account are older than 9 months old interims must be included. EU IFRS or equivalent Corporate Governance Domestic corporate governance code applied Prospectus Prospectus approved by the UKLA Admission and Disclosure Standards Compliance with the London Stock Exchange's Admission and Disclosure Standards

Companies going public at home or abroad need to focus on implementing corporate governance best practices Corporate governance refers to the structures and processes for the direction and control of companies. Corporate governance concerns the relationships among the management, shareholders and other stakeholders. Good corporate governance contributes to sustainable economic development by enhancing the performance of companies and increasing their access to outside capital At a time when same sector companies are trying to raise capital from international investors, better performance in corporate governance can make all the difference in a successful IPO Listed companies are being benchmarked not just for financial ratios, but for corporate governance as well Good corporate governance practices can improve the performance of your company and help to increase your company’s valuation From Private to Public The Importance of Good Corporate Governance

The “Governance Alpha” Following Corporate Governance best practices can generate value for the company and its shareholders Corporate Governance benchmarking can help companies assess their performance vis-à-vis their peer group. S&P recently performed a study on the relationship between its GAMMA Assessment and companies’ performance and found that higher scores resulted in better performance. COMPANY LATEST DATESCORE COMPONENTS 1. Share-holder Influence 2. Shareholder Rights 3. Transparency, Audit (& ERM) 4. Board Effectiveness (Strategic Process) & Incentives Banco Bradesco S. A. 21/09/10GAMMA Banco Santander (Brasil) S. A. 10/03/11GAMMA Mobile TeleSystems 15/02/11GAMMA Air Astana 27/08/10GAMMA Enel OGC-5 19/11/10GAMMA Average (public scores only)5+5 As of April 18, 2011 Some Current Public GAMMA and CGS Scores

Main Market – key continuing obligations PREMIUM STANDARD Periodic Reporting Annual Financial Report (four months after the end financial period) Half yearly financial report Interim Management Statement Annual Information Update Listing Rules Pre-emption rights extended to existing shareholders Model code Event Driven reporting Inside information made public without delay Insider list Major shareholder notification Directors Dealings Significant transactions (class tests) Related party transactions Corporate governance UK Corporate governance – comply or explain Statement in the annual report Sponsor To be retained at all time Periodic Reporting Annual Report (four months after the end financial period) Half yearly financial report Interim Management Statement Annual Information Update Event Driven reporting Inside information made public without delay Insider list Major shareholder notification Directors Dealings Corporate governance Domestic Corporate governance applied Statement in the annual report

7 Source: The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan, ), Standard & Poor’s, June 01, Excess growth rates (annualized) and market valuation premium per one-notch growth of GAMMA/CGS Economic Effect of Corporate Governance Empirical Evidence, Standard & Poor’s, June 2010 Sales growth per annum (1yr period) Sales growth per annum (3yr period) Market capitalization growth per annum (3yr period) Price / Book value Premium

8 Disclaimer This document has been compiled by the London Stock Exchange plc (the “Exchange”). The Exchange has attempted to ensure that the information in this document is accurate, however the information is provided “AS IS” and on an “AS AVAILABLE” basis and may not be accurate or up to date. The Exchange does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the document or any of the information in it. The Exchange is not responsible for any third party content which is set out in this document. No responsibility is accepted by or on behalf of the Exchange for any errors, omissions, or inaccurate information in the document. No action should be taken or omitted to be taken in reliance upon information in this document. The Exchange accepts no liability for the results of any action taken on the basis of the information in this document. All implied warranties, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non- infringement, compatibility, security and accuracy are excluded by the Exchange to the extent that they may be excluded as a matter of law. Further, the Exchange does not warrant that the document is error free or that any defects will be corrected. To the extent permitted by applicable law, the Exchange expressly disclaims all liability howsoever arising whether in contract, tort (or deceit) or otherwise (including, but not limited to, liability for any negligent act or omissions) to any person in respect of any claims or losses of any nature, arising directly or indirectly from: (i) anything done or the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the contents of this document; and (ii) the use of any data or materials in this document. Information in this document is not offered as advice on any particular matter and must not be treated as a substitute for specific advice. In particular information in the document does not constitute professional, financial or investment advice and must not be used as a basis for making investment decisions and is in no way intended, directly or indirectly, as an attempt to market or sell any type of financial instrument. Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstances. The contents of this document do not constitute an invitation to invest in shares of the Exchange, or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or other financial instruments, nor should it or any part of it form the basis of, or be relied upon in any connection with any contract or commitment whatsoever. London Stock Exchange and the London Stock Exchange coat of arms device are registered trade marks of London Stock Exchange plc. Other logos, organisations and company names referred to may be the trade marks of their respective owners. © May 2011 London Stock Exchange plc 10 Paternoster Square London EC4M 7LS Telephone +44 (0)