Euromoney surveyed emerging market companies contained as of 15th July 2005 in one of the following categories:

– the largest 50 companies as measured by market capitalization according to the MSCI Emerging Markets index 

– the following emerging market equity indices: Shanghai Composite (People’s Republic of China); Hang Seng (Hong Kong); Seoul Composite

(Korea); KLSE Composite (Malaysia); Philippine Stock Exchange (Philippines); Straits Times Index (Singapore); Taiwan SE Weighted Index (Taiwan); SET (Thailand); PX50 (Czech Republic); HEX Tallinn (Estonia); BUX (Hungary); BSE 30 (India); RIGA Stock Exchange (Latvia); National Stock Exchange of Lithuania (Lithuania);Wig 20 (Poland); RTS-I Interfax Index (Russia); Kazakh Stock exchange (KASE);ISE (Turkey); Merval (Argentina); Bovespa (Brazil); IPSA (Chile); IGCB (Colombia); IPC (Mexico); IGBVL (Peru); IBC (Venezuela); BSE (India); CASE 30 (Egypt); JSE (South Africa);

Replies were received from 111 companies.

When necessary, companies were contacted through email or by telephone and asked to provide confirmation or documentation for their responses.

Scores were calculated by assigning to each response either a fixed score or a score relative to other companies’ responses.

Section 1 (15 percent): Ownership Transparency and Rights

– How much of the total issued equity of your company is currently held by the single largest shareholder or voting bloc? (Less than 10%=3 points, Between 10% and 25%=2 points, Between 25% and 50%=1 point, More than 50%=0 points)

– How much of the total issued equity of your company is currently held by the five largest shareholders or voting blocs? (Less than 10%=3 points, Between 10% and 25%=2 points, Between 25% and 50%=1 points, More than 50%=0 points)

– What is your company’s current notification period, in days, for purchases, disposals or changes of 1% or more of its share capital? (>2 days or country regulation=1 points, 0-2=2 point)

– In the last financial year, did your company provide specific information in reports to shareholders on any of the following: special voting rights; significant cross-shareholding relationships and cross-guarantees; beneficial ownership of controlling or large blocks of shares? (Yes=2 points, No=1 point, Not applicable=3 points)

– Does your company charter contain a provision granting pre-emptive rights of purchase to shareholders? (Yes=5 points, No=0 points)

– Do all shares issued carry one vote each? (Yes=5 points, No=0 points).

– As a percentage of the total, how many votes do special voting rights represent? (<5%=3 points)

Section 2 (25 percent): Financial Transparency

– Within how many months of the end of the group’s latest financial year (2002 or 2002/3) were audited consolidated financial statements made available to shareholders? (Less than 2 months=3 points, Between 2 and 4 months=2 points, Between 4 and 6 months=1 point, Greater than 6 months=0 points).

– Within how many weeks of the end of the most recent 6-month financial period were interim accounts published? (Less than a month=3 points, Between 1 and 2 months=2 points, Between 2 and 3 months=1 point, Greater than 3 months=0 points)

– Please indicate any of the following currently in operation at your company: an Audit Committee (1 point); Nominating Committee (1 point); Remuneration Committee (1 point); Register of Directors’ material interests (1 point). For countries such as Germany, where the existence of alternative structures under a different name could be determined, these companies scored as per above

– Expressed as a percentage of the total members of the Audit Committee, how many of its current members are: qualified accountants; non-executive directors of the company? (25% or more=7 points, 10-24.99%=5 points, >0 to 9.9%=3 points). For countries where the existence of alternative structures under a different name could be determined, these companies scored as per above

– For which of the following does your most recent annual consolidated financial statement provide breakdown figures? (Turnover=2 points, Operating Profit=2 points, Net Income=2 points, Total Assets=2 points, Earnings Per Share=2 points, Total Shareholder Returns=3 points)

Section 3 (20 percent): Board Structure and Process

– Expressed as a percentage of each Committee’s total membership, how many Non-Executive Directors of your company sit, if applicable, on the following Committees: Remuneration Committee; Nominating Committee, Executive Board? (25% or more =6 points, 10-24.99%=5 points, >0 to 9.9%=4 points). For countries where the existence of alternative structures under a different name could be determined, these companies scored as per above

– Please indicate which of the following your company currently discloses to shareholders? (Executive remuneration policy=2 points, Individual Directors’ remuneration=2 points, Total Directors’ remuneration=2 points)

– Please indicate which of the following must be approved by shareholders at the Annual General Meeting? (Executive remuneration policy=2 points, Individual Directors’ remuneration=2 points, Directors’ stock option schemes=2 points, Total Directors’ remuneration=2 points)

– When appointments or nominations to the board directors are made, which of the following do you disclose about that individual? (Directors’ professional backgrounds=1 point, Directors’ overall qualification for the job=1 point, Directors’ other board memberships=1 point, Length of Directors’ contracts=1 point, Other factors affecting Directors’ contracts=1 point)

– How often, in years, are Directors required to stand for re-election? (1 year=3 points, 2 years=2 points, 3 years=1 point)

Section 4 (15 percent): Stakeholder Relations

– How many days prior to Annual General Meetings are your shareholders sent a convening notice? ( >30 day=6 points, 21-30 days=4 points, <21 days=2 points)

– In what languages are convening notices provided in? (3 points for 3 or more languages, 2 points for 2 languages))

– Is proxy voting and voting by post allowed for all non-executive shareholders? (Yes=4 points, No=0 points)

– Can binding resolutions at Annual General Meetings be passed by a show of hands? (Yes=0 points, No=4 points)

– Can voting be carried out by secure telecommunication or other electronic channels? (Yes=4 points, No=0 points)

– What are these secure channels? (Company’s electronic voting platform=2 points, Telephone system=2 points, Other electronic voting platforms=2 points)

Section 5 (25 percent): Alignment of Managerial Interests

– In the past three financial years how much Free Cash Flow, expressed in millions of dollars, has been returned to shareholders? (Top decile=10 points, next decile =7.5 points, other non-zero responses=5 points)

– What is the average length, in years, of Directors’ contracts? (One year=5 points, Between one and two years=3 points, More than three years but not open-ended=2 points, Contracts are open-ended=0 points)

– Expressed as a percentage, how much of overall CEO remuneration is contractually related, in total, to company share price, cash flow, economic value added, earning per share, or total shareholder return? (20 or more %=9 points, 10-19.99%=5 points, >0 to 9.9%=4 points).

– What percentage of the total issued share capital of your company is owned by the current members of the board of directors? (>40%=10 points, >20%=7.5 points, >0 to 20%=5 points)

– Has your company made an explicit commitment, by way of public statement to shareholders, to good corporate governance as a guiding managerial principle? (Yes=5 points, No=0 points).

– Does your company have a formal Code of Conduct, available to shareholders, enforcing Directors’ fiduciary duties? (Yes=4, No=0)

* Bonus of 5% added to each sub-section for those compnaies that responded quickest to the survey