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2003 ACSDA SEMINAR CREATING A STRENGTHENED, INTEROPERABLE GLOBAL CENTRAL SECURITIES DEPOSITORIES NETWORK WHICH MITIGATES RISK AND IMPROVES GOVERNANCE Johannesburg, November 19-21, 2003
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BENEFITS OF IMPROVED CORPORATE GOVERNANCE Guillermo A. Fretes 25 de Mayo 432, 12th Floor Buenos Aires - Argentina
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CORPORATE GOVERNANCE WHAT FOR ? Increase of Company´s Value Lower Capital Costs Lesser Agency Costs Better Inception of the Company in the Community
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EFFORTS IN THE REGION THE LATINAMERICAN ROUNDTABLE 2000 Sao Paulo (Brazil) 2001 Buenos Aires (Argentina) 2002 Mexico (Mexico) 2003 Santiago de Chile (Chile)
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LATIN AMERICAN WHITE PAPER PRIORITIES AND RECOMMENDATIONS Voting Rights Fair Treatment to Shareholders Role of Stakeholders Integrity of Financial Reports and Improvement on Disclosure and Transparency Quality, Effectiveness and Predictability of the Legal Regulatory Framework Regional Cooperation
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WHITE PAPER EXTENDED SCOPE TO CLOSED COMPANIES Private Pension Plan Administrators Financial Entities Public Services Providers
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THE BOARD (1) INDEPENDENT DIRECTORS DIRECTORS FOR ALL CRITERIA Management Controlling Shareholders Services Providers CREATION OF VALUE Independent Judgement Experience and Skill Management of Related Transactions and other Conflicts of Interest
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THE BOARD (2) STANDING COMMITTEES SPECIALIZATION IN CRITICAL ISSUES PROXIMITY DOCUMENTED AND DISCLOSED PROCEDURES, COMPETENCE AND COMPOSITION
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THE BOARD (3) GUIDELINES AND PROCEDURES COMPLIANCE WITH THE LAW AND REGULATIONS ETHICAL BEHAVIOR THROUGHOUT THE OPERATIONS ON A DAY TO DAY BASIS PERIODICAL REVIEW SELF ASSESSMENT EDUCATIONAL PROCESS AND TRAINIG PROGRAM INDIVIDUAL REGIONAL
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DISCLOSURE & TRANSPARENCY (1) QUALITY AND INTEGRITY OF FINANCIAL REPORTS INDEPENDENT AUDITOR CRITERIA Governmental Rules Professional Entities Rules IOSCO Principles ROTATION TREATMENT OF NON AUDIT SERVICES Disclosure Disclosure of Consideration APPOINTMENT Shareholders Meetings vs.Board Appointment Limited (and short) Mandate
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DISCLOSURE & TRANSPARENCY (2) RELATED PARTIES TRANSACTIONS DISCLOSURE OF BOARD MEMBERS AFFILIATIONS AND INTERESTS DISCLOSURE OF CAPITAL OWNERSHIP ABOVE CERTAIN LIMITS REVERSAL OF PROOF BURDEN STANDING PROCEDURES TO MANAGE CONFLICT OF INTEREST CLARITY DISCLOSURE DISCLOSURE OF PROCEDURES PERIODIC REPORT
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STAKEHOLDER ROLE (1) Company´s Inception in the Community Community Perception of the Company
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STAKEHOLDER ROLE (2) Awareness of the Importance of Compliance Reporting Structures to Board Openness to Complaints Periodic Public Report
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LEGAL AND REGULATORY FRAMEWORK ENFORCEMENT, SIGNIFICANCY AND INFLUENCE OF THE MATTER COSTS UNPREDICTABILITY TIME UNCERTAINTY - LACK OF SECURITY STENGTHNESS OF ADMINISTRATIVE REGULATORS EDUCATION OF JUDICIAL POWER PRIVATE MECHANISMS OF ARBITRATION
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REGIONAL COOPERATION ACSDA A FORUM TO A SPECIALIZED DISCUSSION ON THE MATTER Educational Programs Evaluation Programs Working on the Legal Frame
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EVERYBODY IS LOOKING AT IT, GOVERNANCE IS IMPORTANT AND PAYS OFF
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