SMALL BUSINESS CAPITAL FORMATION

Transcription

1 SMALL BUSINESS CAPITAL FORMATION October 16-17, 2012 Istanbul, Turkey Co-organized and co-sponsored by: CAPITAL MARKETS BOARD OF TURKEY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Held At: Point Hotel Barbaros, Istanbul OVERVIEW OF THE PROGRAM The Program is designed to be a forum for the exchange of best practices in the development of Small and Medium Enterprises and in facilitation their access to the capital markets presented through a series of lectures, roundtables and case studies. The program will also provide observations comparing and contrasting approaches by regulatory systems around the world, and highlight international best practices.

2 2 AGENDA Tuesday, October 16, :00 Registration 9:00 Welcoming Remarks Vedat Akgiray Chairman Capital Markets Board of Turkey Eric Pan Associate Director Office of International Affairs US Securities and Exchange Commission 9:15 Corporate Governance for Small and Medium Enterprises I Entrepreneurs and Decision Making Costs Monitoring Duty of Care and Loyalty Risk taking Accountability Corporate governance and shareholder value the link Failure of corporate governance causes and consequences 10:45 Break Speaker: Eric Pan Associate Director 11:00 Facilitating SMEs Access to Capital Markets o Market Initiatives to attract SMEs o Measures to facilitate initial public offerings by smaller companies, such as the recommendations by the 2011 IPO On-Ramp Study presented to the U.S. Treasury Department. o Special listing requirements (exemptions) for SMEs o Balancing lighter regulatory burden with investor protection o Scaling of regulations for smaller companies o Impediments for accessing Capital Markets o Ongoing public disclosure after IPO

3 3 Robert J. Peterson Yıldırım AKAR, Head of SME Group, Corporate Finance Department, CMB Turkey Sertac Fuad KARAAGAOGLU, Director, Listing Department, Istanbul Stock Exchange 12:30 Lunch 14:00 Comparative Regulatory Approaches to Raising Capital for SMEs Ontario Securities Commission (Canada) KOSDAQ (Korea) US Private Resales of Securities (Rule 144A under the Securities Act). The Jumpstart Our Business Startups (JOBS) Act Audited financial statement relief Corporate governance relief Independent audit firm and internal controls relief Number of shareholders Crowd funding Facilitating Private placement offerings Panel: Mary Condon, Vice Chair, Ontario Securities Commission Kyuyeon LEE, Executive Director, Kosdaq, Korea Exchange Robert J. Peterson, Assistant Director, Office of International Affairs 15:45 Break 16:00 Accounting Framework for SMEs Standards and standard setters Convergence of accounting standards Are accounting standards for bigger firms appropriate for SMEs? Speaker: Timur Altay Kaygısız Expert, Accounting Standards Department, CMB Turkey 17:15 End of the Day s Proceedings Liza McAndrew Moberg Senior Advisor, US Securities and Exchange Commission

4 4 Wednesday, October 17, :00 Corporate Governance Requirements for Small and Medium Enterprises II Management compensation Shareholder rights and voting Litigation Gatekeepers Role of Securities Laws maintaining the optimal balance Independent directors definition and importance Board representation of minority interests versus nomination by controlling shareholders Speaker: Eric Pan, Associate Director 10:45 Break 11:00 Alternative Sources of Capital for SMEs o Alternatives to IPOs o Venture Capital programs and policies (equity/quasi-equity investments) o Business Angels o Private equity o Hedge funds o Market Intermediaries role on SME financing o Sovereign wealth funds Hayrettin DEMIRCAN, Directorate General of Financial Sector Relations and Exchange, Turkish Treasury Salih Tuna ŞAHİN, Deputy Chairman, Republic of Turkey Small and Medium Enterprises Development Organization Robert J. Peterson Ceren Berksu Guner, Expert, Institutional Investors Department, CMB Turkey 12:15 Lunch

5 5 13:30 Risk, Surveillance and Enforcement Issues Relating to SME Securities o Market surveillance o Market abuse cases and Enforcement o Liquidity and market making activities o Execution, clearance, and settlement of microcap securities Robert J. Peterson 14:45 Break Dilek KIRMACI, Expert, Market Surveillance Department, CMB Turkey Fuat Korhan ERYILMAZ, Director, Emerging Companies Market, Istanbul Stock Exchange 15:00 Internal Controls and Auditing Framework for SMEs Internal Controls and Reporting Role of Auditing in Financial Reporting Oversight of auditors by securities regulators Standards and standard setters Independent experts Special audit considerations for SMEs? Liza McAndrew Moberg, Senior Advisor US Securities and Exchange Commission 16:00 Break 16:15 Conclusions: The Future of SMEs and Capital Markets Recent trends in capital formation in the U.S. aggregate capital raised in private offerings exceed publicly registered offerings. Can capital markets offer more? Panel: Mary Condon, Vice Chair, Ontario Securities Commission Eric Pan, Associate Director Yıldırım AKAR, Head of SME Group, Corporate Finance Department, CMB Turkey 17:00 Closing Ceremony and Award of Certificates