经合组织阿塞拜疆投资控股公司及其国有企业公司治理审查

OECD Reviewof the Corporate Governanceof Azerbaijan InvestmentHolding and its State-OwnedEnterprises Corporate Governance OECD Reviewof the Corporate Governanceof Azerbaijan InvestmentHolding and its State‑OwnedEnterprises This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed andarguments employed herein do not necessarily reflect the official views of the Member countries of the OECD. This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty overany territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area. ISBN 978-92-64-78091-0 (print)ISBN 978-92-64-32579-1 (PDF)ISBN 978-92-64-96862-2 (HTML)ISBN 978-92-64-70153-3 (epub) Corporate GovernanceISSN 2077-6527 (print)ISSN 2077-6535 (online) Photo credits:Cover © Leonid Andronov/Getty Images. Corrigenda to OECD publications may be found at: https://www.oecd.org/en/publications/support/corrigenda.html.© OECD 2024 Attribution 4.0 International (CC BY 4.0)This work is made available under the Creative Commons Attribution 4.0 International licence. By using this work, you accept to be bound by the terms of this licence(https://creativecommons.org/licenses/by/4.0/).Attribution– you must cite the work.Translations– you must cite the original work, identify changes to the original and add the following text:In the event of any discrepancy between the original work and thetranslation, only the text of original work should be considered valid.Adaptations– you must cite the original work and add the following text:This is an adaptation of an original work by the OECD. The opinions expressed and arguments employed inthis adaptation should not be reported as representing the official views of the OECD or of its Member countries.Third-party material– the licence does not apply to third-party material in the work. If using such material, you are responsible for obtaining permission from the third party and forany claims of infringement.You must not use the OECD logo, visual identity or cover image without express permission or suggest the OECD endorses your use of the work.Any dispute arising under this licence shall be settled by arbitration in accordance with the Permanent Court of Arbitration (PCA) Arbitration Rules 2012. The seat of arbitration shallbe Paris (France). The number of arbitrators shall be one. Foreword This report evaluates the corporate governance framework of Azerbaijan Investment Holding (AIH) and itsportfolio companies relative to the2015 edition of theOECD Guidelines on Corporate Governance ofState-Owned Enterprises(the “SOEGuidelines”). It was prepared at the request of AIH to support itsobjective of strengthening its ownership and governance framework for the portfolio companies under itsoversight. The project is co-financed by AIH and the World Bank.The World Bank financing is providedunder the Azerbaijan Rapid Technical Assistance Facility programme, financed by the European Union. Since their inception in 2005, the SOE Guidelines have provided concrete advice to countries on how toeffectivelymanage their responsibilities as enterprise owners,thus helping to make state-ownedenterprises (SOE) more competitive, efficient and transparent. They complement and are compatible withtheG20/OECD Principles of Corporate Governance and the OECD Anti-Corruption and IntegrityGuidelines for State-Owned Enterprises. The project was officially launched in the second quarter of 2023. On the basis of a series of questionnairesshared by the OECD Secretariat, information and relevant data were received from the Azerbaijaniauthorities. Further information was obtained by the OECD Secretariat during fact-finding missions in Baku,in October 2023 andJanuary-February 2024, and through dialogue with AIH and Azerbaijani authorities. A draft version of the report was discussed by the OECD Working Party on State Ownership andPrivatisation Practices, the body responsible for overseeing the effective implementation of the SOEGuidelines, at its meetings in November 2023 and March 2024. The report is structured into four mainchapters.Chapter1 offers information on the country context andthe landscape in which AIH operates. It starts with background information on the economic and politicalsystem in the country, then describes Azerbaijan’s SOE landscape, the legal and institutional frameworkand ownership arrangements for SOEs.Chapter 2 provides an in-depth overview of AIH portfoliocompanies.Chapter3assesses AIH and its portfolio companies’ alignment with the SOE Guidelines.Chapter 4concludes and provides recommendations to improve the corporate governance frameworkapplicable to AIH and its portfolio companies. The report was drafted by Talisa zur Hausen and Gijs van Verschuer from the Capital Markets andFinancial Institutions Division of the OECD, under the supervision of Sara Sultan, Head (Acting