ACN countries have taken steps to promote business integrity through measures such as corporate governance rules, beneficial ownership disclosure, and oversight of state-owned enterprises (SOEs). In several countries, company boards are required to manage corruption risks, but this is seldom enforced. Most countries mandate beneficial ownership disclosure at company registration, yet fewer than a third verify the information or sanction non-compliance. While awareness-raising activities on business integrity are widespread, fewer than half of the countries support companies in developing internal anti-corruption measures. Only three reviewed countries have established dedicated public institutions, such as a business ombudsman, to protect corporate rights. Legal safeguards to ensure the transparent selection of SOE leadership and the inclusion of independent board members remain rare.
Anti-Corruption Trends in Eastern Europe and Central Asia

2. Business integrity
Copy link to 2. Business integrityAbstract
This chapter reviews legislation and practices of 21 ACN countries in the field of business integrity based on KPIs grouped into five areas: regulations for listed companies, disclosure of beneficial ownership, incentives and awareness raising, designated institutions (business ombudsmen) and integrity in state‑owned enterprises. The analysis shows significant data gaps pointing to the challenge of enforcing or tracking business integrity measures by the ACN countries.
Figure 2.1. Compliance with KPIs on Business Integrity
Copy link to Figure 2.1. Compliance with KPIs on Business Integrity
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the responses provided by countries.
2.1. Regulations for listed companies (KPIs 1-2)
Copy link to 2.1. Regulations for listed companies (KPIs 1-2)This section looks at whether, under corporate governance codes or similar regulations, boards are responsible for protecting companies from corruption risks as a part of integrated risk management by adopting policies and procedures to mitigate these corruption risks and to regularly review their implementation (KPI 1). It also examines whether there is a regulator, such as a securities commission, with the function of monitoring the compliance of companies with the corporate governance code clearly included in its mandate (KPI 2). These KPIs concern only the regulations applicable to companies whose shares are listed on a stock exchange. Only a few countries in the ACN region require the boards of listed companies to oversee corruption risk management and monitor compliance with this requirement through a designated authority.
Figure 2.2. Countries with regulations for listed companies
Copy link to Figure 2.2. Countries with regulations for listed companies
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the responses provided by countries.
A third of the reviewed countries have a designated authority (either the financial market regulatory body or the National Bank) with the mandate to oversee the compliance of companies with the corporate governance rules. The requirement for the boards of listed entities to oversee corruption risk management is also present in the Corporate Governance Codes of a third of the reviewed countries. However, only Latvia, Lithuania and Ukraine have both a provision concerning the responsibility of boards to oversee corruption risk management and an authority with a clear mandate to monitor compliance with this provision.
Figure 2.3. Legislation requires boards of companies listed in stock exchanges to oversee corruption risk management (KPI 1)
Copy link to Figure 2.3. Legislation requires boards of companies listed in stock exchanges to oversee corruption risk management (KPI 1)
Source: OECD ACN (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Box 2.1. Corporate Governance Codes and the responsibility of company boards to oversee corruption risk management: Latvia and Lithuania
Copy link to Box 2.1. Corporate Governance Codes and the responsibility of company boards to oversee corruption risk management: Latvia and LithuaniaAmong the countries reviewed in this report, only Latvia and Lithuania have both provisions in their respective Corporate Governance Codes concerning the role of company boards in overseeing risk management and the designated authorities for monitoring compliance with these provisions.
Latvia's Corporate Governance Code was developed by an advisory body established under the Ministry of Justice. The Code, which comprises 17 principles grouped into 10 sections, reflects the requirements of Latvia's legislation, as well as OECD recommendations on corporate governance and international best practices. In Lithuania, the Code was adopted by Nasdaq Vilnius, the country’s stock exchange, and it refers to the OECD Principles of Corporate Governance as the source of “key ideas and principles” on which it is based.
According to the Principles 3 and 4 of the Latvian Corporate Governance Code, a company's management board is to develop and establish an internal control system and a risk management policy, while the supervisory board is to annually review the internal audit's evaluation of the effectiveness of the internal control system, as well as the management board's report on the implementation of the risk management policy. According to the Nasdaq Vilnius Corporate Governance Code (Principle 3.1.3), the management board must establish risk management and control measures, as well as inform the Supervisory board regularly and, where necessary, immediately about any matters significant for risk management and control.
Both codes are applicable based on the "comply or explain" principle, whereby companies are expected to adhere to the Code's principles and provide information on compliance or explain any deviations from these principles. In both countries, the national bank has the mandate to review the compliance of companies with the corporate governance rules.
Sources: OECD (2024), Regional Anti-Corruption Trends questionnaire responses; Ministry of Justice of the Republic of Latvia, Corporate Governance Code (2021[39]); Nasdaq Vilnius, Corporate Governance Code (2019[40]).
2.2. Disclosure of beneficial ownership (KPIs 3-5)
Copy link to 2.2. Disclosure of beneficial ownership (KPIs 3-5)This section focuses on the measures that countries have put in place to ensure effective disclosure of corporate beneficial ownership information. KPI 3 requires that country legislation provide for mandatory registration by legal entities with a state authority1 of information about their beneficial owners, including the name of the beneficial owner, the month and year of birth of the beneficial owner, the country of residence and the nationality of the beneficial owner, the nature and extent of the beneficial interest held. KPI 4 examines whether public authorities conduct verification of the beneficial ownership information recorded in the central register. Such verification may be conducted during the registration of the beneficial ownership information or afterwards. There is no requirement that information about all legal entities be verified: random or risk-based verification would meet this KPI. KPI 5 looks at whether sanctions are established by law and are applied in practice for violations of the rules concerning the disclosure of beneficial ownership information, such as the failure to submit for registration or update information on beneficial owners, as well as submission of false information about beneficial owners. The legal requirement for companies to disclose beneficial ownership at the time of registration is common in the ACN region, but less than one-third of countries are verifying this information for accuracy.
Figure 2.4. Disclosure of beneficial ownership
Copy link to Figure 2.4. Disclosure of beneficial ownership
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Over two-thirds of reviewed countries have provisions in their primary legislation concerning the duty of companies to present to the state authority responsible for the registration of legal entities information on their beneficial owners, along with a detailed list of the types of information to be submitted. In 10 countries, the duty of beneficial ownership disclosure at the time of registration covers all types of information listed in KPI 3. In one country (Tajikistan), the law includes the duty of disclosure but does not specify the types of information to be filed. Two countries (Kazakhstan and Uzbekistan) have no provisions on disclosure in their laws, but the relevant responsibility is nevertheless established through secondary legislation. In the remaining countries, disclosure of beneficial ownership information is of an ad-hoc nature, triggered by anti-money laundering procedures, and does not therefore automatically apply to all companies. The countries that require companies to provide beneficial ownership information as part of their registration have also established a duty for them to update this information. This usually takes the form of mandatory updates to registration data whenever ownership changes occur.
While most of the ACN countries reviewed in this report require companies to disclose beneficial ownership information as part of their registration, only in eight countries does the legislation provide for a process of verification of this information by public authorities: either at the time of registration or a later stage. Other countries have cited the procedures for verification by obliged entities or relevant agencies under anti‑money laundering (AML) procedures, which do not meet the requirement of this KPI, which looks at proactive and routine verification by public authorities, rather than AML investigations conducted on an ad hoc basis. Furthermore, only five of the eight countries where the legislation provides for a verification procedure (Bulgaria, Croatia, Latvia, Moldova, Serbia) were able to present relevant statistics to demonstrate that verification is taking place in practice.
Two-thirds of the reviewed countries (14 out of 21) have established sanctions for breaches of beneficial ownership disclosure rules in their legislation. However, actual application of penalties remains a significant challenge: only seven countries (Armenia, Albania, Bulgaria, Croatia, Latvia, Serbia, Ukraine) presented evidence to demonstrate that the sanctions are applied in practice. Moreover, as noted under KPI 4, some of the countries that have presented evidence of their application of sanctions, do not appear to have a functioning process for the verification of beneficial ownership information, so it is likely that sanctions are either applied based on information received from external sources or that only the failure to submit beneficial ownership information is sanctioned (while the submission of inaccurate or false information may remain undetected and unpunished).
Figure 2.5. The legal requirement to disclose beneficial ownership information and its application in practice (KPIs 3-4)
Copy link to Figure 2.5. The legal requirement to disclose beneficial ownership information and its application in practice (KPIs 3-4)
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Box 2.2. Beneficial ownership information: disclosure, verification and sanctions in Bulgaria
Copy link to Box 2.2. Beneficial ownership information: disclosure, verification and sanctions in BulgariaThe Bulgarian Law on Measures against Money Laundering requires companies to keep and enter in the Commercial Register information about their beneficial owners, including the name, date of birth, citizenship, country of residence, and nature and extent of the rights held. Any changes in this information must be reported to the registry within seven days of their occurrence.
The officials responsible for registration perform a series of checks when the information is submitted to determine whether the application has been submitted by an authorised person and includes all necessary documents, whether the existence of the circumstances declared for entry and their compliance with the law is established from the presented documents, whether a declaration of the authenticity of the stated circumstances has been submitted, and whether the natural persons specified as beneficial owners fall within the scope of the relevant definitions under the law. The Commercial Register and the Register of Non-Profit Legal Entities denied registration to entities based on the results of beneficial ownership information verification on 585 occasions in 2023.
The legislation also establishes penalties (in the form of fines) for the failure to comply with the rules concerning the submission of beneficial ownership information to the register. A total of 182 such violations were detected in 2023, and sanctions were imposed in 62 cases.
Source: OECD (2024), Regional Anti-Corruption Trends questionnaire responses.
2.3. Incentives and awareness raising (KPIs 6-8)
Copy link to 2.3. Incentives and awareness raising (KPIs 6-8)This section looks at measures that countries have implemented to prompt companies to adopt internal anti-corruption safeguards. KPI 6 examines whether legislation provides for a compliance defence that the company can use in criminal or administrative proceedings to argue against the imposition of sanctions, to mitigate sanctions or defer them. The defence can be formulated in different ways (for example, that the company had sufficient compliance rules and mechanisms and that it did everything in its power to prevent the crime or that the company had an effective internal controls and compliance programme), but its application should not be automatic. The court or another sanctioning body should review each specific case and decide whether the conditions set for the application of the defence have been satisfied. Establishing an exemption from liability when the company implements a robust compliance system promotes the implementation of adequate internal control, ethics and compliance programmes or measures in companies. Due diligence defence allows companies to avoid sanctions when the offence was committed by the company’s employee, despite the systemic measures taken by the company’s leadership to prevent such acts. An overview of the relevant experience and good practices can be found in the joint OECD/UN Resource Guide on State Measures for Strengthening Business Integrity (OECD/UN, 2024[41])
KPIs 7-8 look at whether governments have engaged private sector entities to raise their awareness of corruption and its various manifestations and impact, as well as assisted them in developing measures and programmes to counter corruption.
Most ACN countries have implemented awareness raising measures on business integrity but only a few have made efforts to build the capacity of companies in terms of internal controls. Only one country has provisions on due diligence defence in its legislation.
Figure 2.6. Incentives and awareness raising
Copy link to Figure 2.6. Incentives and awareness raising
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Latvia is the only country reviewed in this report that has the due diligence or compliance defence established explicitly in its legislation. Bulgaria, Kosovo and Romania reported that a company's efforts in terms of due diligence and compliance can be taken into consideration under general provisions on mitigating circumstances in criminal proceedings, but it is not clear whether this is reinforced through appropriate guidelines or has ever been done in practice. Over half of the reviewed countries have implemented awareness raising activities on corruption targeting the private sector, usually in the form of information meetings, workshops and training sessions. Assistance to companies in the development of anti-corruption measures has been less common, with only four countries presenting evidence of such efforts.
Box 2.3. Incentives for companies and awareness raising in the private sector in Lithuania
Copy link to Box 2.3. Incentives for companies and awareness raising in the private sector in LithuaniaLithuania’s Integrity Academy is a long-term project, implemented by the country's anti-corruption agency – the Special Investigation Service, which aims to bring together highly experienced and competent experts, who share their experience and practice with participants of the Integrity Academy – public and private sector organisations – that voluntarily join the project and are willing to accept advice with the view of developing internal anti-corruption mechanisms. The work starts with the assessment of the needs and corruption risks of the participants. Based on this assessment, the most appropriate experts and activities are proposed to assist the participating entities in improving their integrity and anti-corruption frameworks. Experts develop integrity action plans for the participant organisations and provide consultations during their implementation.
While the Integrity Academy previously involved only public institutions, a joint initiative launched by the Special Investigation Service and the transparent business initiative Clear Wave in 2022 made it possible for private sector entities to become its participants too. Subsequently, eight companies joined the Academy in 2023.
The Special Investigation Service also developed the Guidelines for Creating an Anti-Corruption Environment for Business. The document is designed as a methodological tool for Lithuanian private sector entities seeking to operate in a transparent and responsible manner. The guidelines cover a range of topics, including transparency, corruption risk management, policies on conflict of interest, gifts, donations, lobbying, whistleblower protection and business partner due diligence.
Source: OECD (2024), Regional Anti-Corruption Trends questionnaire responses.
2.4. Designated institution (Business Ombudsman) (KPIs 9-12)
Copy link to 2.4. Designated institution (Business Ombudsman) (KPIs 9-12)KPI 9 examines whether the government has established an entity that has a special mandate for receiving and following up on alleged violations of company rights by actions or omissions on the part of public authorities (such as tax, inspections, permits and licencing and other matters) – for example, a Business Ombudsman, a High-Level Reporting Mechanism or other similar entities. For the purpose of this KPI, reporting (complaint) channels in law-enforcement and anti-corruption bodies or administrative courts are not counted as designated institutions for receiving company complaints.
Figure 2.7. Designated institution
Copy link to Figure 2.7. Designated institution
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Only three countries reviewed in this report have designated business ombudsman (or equivalent) institutions: Kazakhstan, Ukraine and Uzbekistan. The office of the Business Ombudsman was also established in Kyrgyzstan, but it had to suspend its work in early 2023 due to funding problems. Additionally, Armenia reported having a dedicated unit within its general ombudsman's office responsible for the protection of the rights of entrepreneurs. The dedicated institutions in the above three countries have similar powers. They can receive complaints from private entities concerning violations of their rights by administrative bodies and follow up on these complaints with inquiries and recommendations for the administrative bodies in question. They can also analyse systemic problems concerning business environments in their respective countries and present systemic recommendations for addressing them to the authorities. All three countries presented evidence (such as annual reports containing the number of complaints reviewed and the recommendations issued) demonstrating that the three institutions have also performed these functions in practice.
Box 2.4. Business ombudsman of Ukraine
Copy link to Box 2.4. Business ombudsman of UkraineThe Ukrainian Business Ombudsman Council (BOC) was established in 2014 based on the Memorandum of Understanding on Supporting the Ukrainian Anti-Corruption Initiative of May 12, 2014, concluded between the Cabinet of Ministers of Ukraine, the EBRD, the OECD, the American Chamber of Commerce in Ukraine, the European Business Association, the Federation of Employers of Ukraine, the Ukrainian Chamber of Commerce and Industry, and the Ukrainian League of Industrialists and Entrepreneurs. The BOC is an independent institution whose mission is to protect the legitimate rights of business before the state. The Council considers complaints from entrepreneurs concerning alleged unfair treatment by government agencies and helps resolve disputes at the pre-trial stage.
The mandate of the BOC includes:
Receiving and reviewing complaints from business entities about actions or inaction, including decisions of state and local self-government bodies, business entities under their management, as well as their officials
Providing recommendations to state authorities and local self-government bodies on ensuring the formation and implementation of state policy in the field of entrepreneurial activity in order to improve it and improve the conditions for conducting entrepreneurial activity, prevent corruption and other violations of the legitimate interests of business entities
Providing recommendations to state authorities and local self-government bodies, business entities under their management, on improving and optimising the procedures and the way in which they exercise their powers, conduct business or other activities.
In addition, based on the Memorandum of Co-operation and Information Exchange between the National Agency for Corruption Prevention (NACP) and the BOC, one of the areas of co-operation between the parties is the implementation of information and analytical work to prevent and detect corruption in public authorities, local government bodies and business entities under their management. The parties have agreed that the BOC will provide the NACP on a semi-annual basis with information on the most common corrupt practices in the interaction of business entities with the central and local authorities and the business entities under their management. The BOC has regularly collected and published detailed statistics on its activities. Since its establishment, the BOC has received over 13,000 complaints (as of August 2024), with 92% of its recommendations implemented by the relevant authorities and 97% of the surveyed complainants satisfied with the BOC’s work.
Source: OECD (2024), Regional Anti-Corruption Trends questionnaire responses.
2.5. Integrity in state-owned enterprises (KPIs 13-15)
Copy link to 2.5. Integrity in state-owned enterprises (KPIs 13-15)KPIs 13-15 look at whether appropriate integrity safeguards are implemented in the governing bodies of the countries' five largest state-owned enterprises (SOEs). These KPIs draw on the standards established by the OECD Guidelines on Anti and Integrity in State-Owned Enterprises (ACI Guidelines) (2019[42]) and the OECD Guidelines on Corporate Governance of State-Owned Enterprises (SOE Guidelines) (2024[43]) and are adapted to the purpose and the scope of the report. Given different scope, assessment period and methodology used, the assessments under KPIs 13-15 may differ from and do not represent, prejudice, pre-empt or affect the relevant analysis conducted in the context of the OECD Working Party on State Ownership and Privatisation Practices.
Each country was asked to identify its five economically most significant SOEs in terms of value, revenues or number of employees. KPI 13 requires that all board vacancies be advertised online and provide any eligible candidate with the possibility to apply. KPI 14 concerns the presence on SOE supervisory boards of independent directors who are free of any material interests or relationships with the enterprise, its management, other major shareholders and the ownership entity that could jeopardise their exercise of objective judgement. KPI 15 focuses on the open and transparent selection of the chief executive officers (CEOs) of the SOEs. For all three KPIs, the provisions in question can be "blanket" in nature, i.e. established for multiple SOEs through centralised legislation, or they can be based on the internal regulations of the relevant SOEs.
Nearly half of the reviewed countries have introduced competitive appointment of CEOs in at least some of their largest SOEs. Fewer countries have done the same for the selection of SOE board members or established a requirement for SOE boards to include at least one-third of independent members.
Figure 2.8. Appointments to state-owned enterprises' governing bodies
Copy link to Figure 2.8. Appointments to state-owned enterprises' governing bodies
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Overall, the provisions designed to ensure the integrity of SOE governing bodies by safeguarding their independence remain relatively uncommon in the participant countries. Less than half of the countries were able to provide evidence of compliance with all three KPIs. Where the provisions in questions are in place, they are most frequently established through centralised legislation (in the form of laws or government decrees) and are, in some cases, supplemented with company-level regulations in at least some of the five largest SOEs. In the majority of reviewed countries, however, the legislation still provides for the appointment of board members and the CEOs of the largest SOEs by the ownership entities directly and without an open and competitive selection process led by the supervisory board, and few or no board seats are allocated for independent members. It should be noted that the assessment under these KPIs looks at the legal framework only and so the practical application of the provisions on competitive appointments was not examined.
Figure 2.9. Regulations are in place that provide for a competitive appointment of board members and include a minimum of one-third of independent members (KPIs 13 and 14)
Copy link to Figure 2.9. Regulations are in place that provide for a competitive appointment of board members and include a minimum of one-third of independent members (KPIs 13 and 14)
Source: OECD (2024), Regional Anti-Corruption Trends dataset built on the questionnaire responses provided by countries.
Box 2.5. Integrity in SOE governance in Romania
Copy link to Box 2.5. Integrity in SOE governance in RomaniaCorporate governance of SOEs in Romania is regulated through the Government’s Emergency Ordinance No. 109 (2011[44]) which regulates, among other things, selection and composition of SOE boards, as well as the procedures for the appointment of SOE CEOs. The SOE law was significantly amended in 2023 to better align with international best practices.
According to the Emergency Ordinance No. 109/2011, (2011[44]), SOE board members and CEOs (directors) have to be appointed through a competitive process involving selection committees and public announcements of the vacancies and publication of selection criteria. It also establishes the requirement for SOE boards to include a majority of independent members.
In 2023, Romania established the Agency for Monitoring and Evaluating the Performance of Public Enterprises (AMEPIP) which started operations in 2024. Its mandate includes, among other elements, development of legislation and policies in the field of corporate governance of SOEs, monitoring of the implementation of corporate governance principles in SOEs, participation in organising selection of SOE governing body members. Notably, one of AMEPIP’s responsibilities is to monitor the compliance with the legal framework in terms of integrity, the application of integrity plans developed by public enterprises and the implementation of the National Anti-Corruption Strategy 2021-2025. It is currently overseeing the establishment of a network of compliance officers in SOEs.
Source: OECD (2024), Regional Anti-Corruption Trends questionnaire responses. Government of Romania, (2011[44]), Emergency Ordinance No. 109 of 30 November 2011 on Corporate Governance of Public Enterprises.
Note
Copy link to Note← 1. Collection of beneficial ownership information by obliged entities (such as banks) for anti-money laundering purposes is not relevant to this KPI.