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Contents

Foreword: Good Governance Does Make a Difference by Peter Montagnon

Preface: Why Governance Is Key to the Future of BRIC Countries by Svetlana Borodina and Oleg Shvyrkov

PART 1 Introducing the BRICs and Their Governance Status 1

Chapter 1 A Guiding Light for Investors in Brazil by Eduardo G. Chehab 3

Chapter 2 Corporate Governance Is Advancing in Russia by Oleg Shvyrkov 23

Chapter 3 Corporate Governance Is Growing Modestly in India by Preeti S. Manerkar 49

Chapter 4 Movng toward Accountability in China by Warren Wang 81

PART 2 Fundamentals of Emerging Market Governance Analysis by Oleg Shvyrkov 109

Chapter 5 Ownership Influences: The State, Company Founders, Majority Shareholders, and Other Dangers 111

Chapter 6 Shareholder Rights: Do You Really Have Them? 125

Chapter 7 Transparency, Audit, and Risk Management: Risk-Averse, Risk-Adjusted, and Just Plain Risky 147

Chapter 8 Board Effectiveness, Strategy, and Compensation: Boards of Directors versus Potemkin Villages 175

PART 3 Case Studies 201

Chapter 9 Wimm-Bill-Dann Foods OJSC (Russian Federation) by Oleg Shvyrkov and Anna Grishina 203

Chapter 10 EuroChem Mineral and Chemical CO. OJSC (Russian Federation) by Oleg Shvyrkov and Anna Grishina 223

Appendix A Transparency and Disclosure by Russian Companies 2008: Insignificant Progress along with Fewer IPOs 245

Appendix B Transparency and Disclosure 2008: Disclosure Levels for China's Top 300 Companies Lag Far Behind Global Best Practices by Warren Wang 279

Index 305

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Chart a course for success in the fertile terrain of BRIC investing!

The world's largest and fastest-growing emerging markets are those of the BRIC nations-Brazil, Russia, India, and China. Combined, these countries house more than 40 percent of the world's population, and their respective GDPs are growing at an impressive rate.

This economic success comes partly from a trend toward good corporate governance, a concept virtually unheard of in these four nations just a decade ago. Still, the BRICs have a long way to go. Corruption, doubledealings, and other conflicts of interest are regular business practices for far too many companies. Although investing in BRIC nations can be wildly profitable, you must familiarize yourself with the realities of their corporate governance to avoid catastrophe.

With Investing in BRIC Countries, you are equipped with the best available tool for detecting the signs of poor governance. Edited by Standard & Poor's(R) equity research and governance group, it details the group's highly successful approach to analyzing risks in emerging economies.

With case studies illustrating the effectiveness of corporate governance scrutiny, Investing in BRIC Countries examines the economic structure and governance status of each BRIC nation-and then explains how to:
  • Detect the malevolent influences of a powerful minority of shareholders
  • Protect yourself from misleading or false audits and risk assessments
  • Recognize regulatory weaknesses with regards to shareholder rights
  • Distinguish effective boards of directors from weak or corrupt ones

As the financial crises in Mexico, Russia, and Asia during the 1990s prove, corporate governance is the pivot on which an emerging market's success or failure hinges. Before entering one or more BRIC markets, perform the due diligence they require.

Investing in BRIC Countries is the best tool available for mitigating your exposure to risky deals and other problems that can arise when dealing with international companies.