Corporate Governance Professionals in Georgia: Institutional Evolution and the Emergence of a New Legal Profession
Abstract
This article examines the development of corporate governance professionals in Georgia as part of the country’s broader institutional transformation since the early post-Soviet transition. While corporate governance scholarship has traditionally focused on formal structures such as boards, shareholders, and regulatory frameworks, this study shifts attention to the individuals and functions responsible for sustaining governance processes within corporations. Using a qualitative institutional analysis, the article traces the evolution of governance-related roles through four stages: weak institutionalization in the 1990s, the emergence of internal governance coordination during the 2000s, the differentiation of governance roles under the influence of international capital markets between 2010 and 2022, and the increasing complexity of governance frameworks following the adoption of the new Law on Entrepreneurs in 2022. The analysis draws on legislative developments, regulatory frameworks, and corporate governance practices, with particular attention to the banking sector as a leading driver of governance innovation. The article argues that corporate governance professionals in Georgia have emerged gradually as a response to increasing legal and organizational complexity rather than through formal legal recognition. While governance roles have become more structured and visible within corporate practice, they do not yet constitute a fully institutionalized profession. Instead, they represent an emerging field shaped by institutional demand, regulatory development, and the need to translate legal frameworks into operational governance processes. The Georgian case demonstrates how professional roles can develop through institutional evolution and highlights the importance of governance-related expertise in supporting corporate decision-making. At the same time, the findings suggest that the future development of governance professionals remains contingent on broader structural factors, including market development, regulatory practice, and the continued maturation of corporate governance systems.
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References
2. Berkowitz, D., Pistor, K., & Richard, J.-F. (2003). ‘Economic Development, Legality, and the Transplant Effect’, European Economic Review, 47(1), pp. 165–195.
3. Berglöf, E., & Claessens, S. (2006). ‘Enforcement and Corporate Governance’, World Bank Policy Research Working Paper.
4. Cheffins, B. R. (2015). Corporate Governance Since the Financial Crisis. Oxford: Oxford University Press.
5. Evetts, J. (2010). ‘Reconnecting Professional Occupations with Professional Organizations: Risks and Opportunities’, Current Sociology, 58(1), pp. 133–140.
6. Grosman, A., Okhmatovskiy, I., & Wright, M. (2016). ‘State Control and Corporate Governance in Transition Economies’, Journal of Management Studies, 53(2), pp. 226–254.
7. Kakabadse, N. K., Khan, N. K., & Kakabadse, A. (2016). ‘The Company Secretary: The Role of a Governance Professional’, Journal of Management & Governance, 20(2), pp. 337–360.
8. Mahoney, J., & Thelen, K. (2010). Explaining Institutional Change: Ambiguity, Agency, and Power. Cambridge: Cambridge University Press.
9. Mallin, C. A. (2013). Corporate Governance. 4th ed. Oxford: Oxford University Press.
10. Pistor, K., Raiser, M., & Gelfer, S. (2000). ‘Law and Finance in Transition Economies’, Economics of Transition, 8(2), pp. 325–368.
11. Suddaby, R., & Viale, T. (2011). ‘Professionals and Field-Level Change: Institutional Work and the Professional Project’, Current Sociology, 59(4), pp. 423–442.
12. EBRD (2024). Corporate Governance in Transition Economies: Georgia Country Assessment. London: European Bank for Reconstruction and Development.
13. OECD (2023). G20/OECD Principles of Corporate Governance. Paris: OECD Publishing.
14. World Bank (2005). Corporate Governance Country Assessment: Georgia. Washington, DC: World Bank.
15. IFC (International Finance Corporation) (2016). The Corporate Secretary: The Governance Professional. Washington, DC: World Bank Group.
16. CIPC (Companies and Intellectual Property Commission) (2017). The Role of the Company Secretary. Pretoria: CIPC.
17. Law of Georgia on Entrepreneurs (1994).
18. Law of Georgia on Entrepreneurs (2022).
19. Law of Georgia on Securities Market (1998).
20. Law of Georgia on Commercial Bank Activities (1996).
21. National Bank of Georgia (2018). Corporate Governance Code for Commercial Banks.
Copyright (c) 2026 Giorgi Giguashvili
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