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, exploratory and analytical research design, the article applies doctrinal and institutional analysis to trace the evolution of governance-related roles through four stages: legal transplantation and weak institutionalization in the 1990s; deregulation and the rise of internal governance coordination during the 2000s; internationalization and the emergence of more differentiated governance roles between 2010 and 2022; and increasing legislative complexity following the entry into force 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
Abbott, A. (1988). The system of professions: An essay on the division of expert labor. University of Chicago Press. DOI: https://doi.org/10.7208/chicago/9780226189666.001.0001
Berglöf, E., & Claessens, S. (2006). Enforcement and corporate governance. World Bank Policy Research Working Paper.
Berkowitz, D., Pistor, K., & Richard, J.-F. (2003). Economic development, legality, and the transplant effect. European Economic Review, 47(1), 165–195. DOI: https://doi.org/10.1016/S0014-2921(01)00196-9
Cheffins, B. R. (2015). Corporate governance since the financial crisis. Oxford University Press. DOI: https://doi.org/10.2139/ssrn.2618480
CIPC. (2017). The role of the company secretary. Companies and Intellectual Property Commission.
EBRD. (2024). Corporate governance in transition economies: Georgia country assessment. European Bank for Reconstruction and Development.
Evetts, J. (2010). Reconnecting professional occupations with professional organizations: Risks and opportunities. Current Sociology, 58(1), 133–140.
Grosman, A., Okhmatovskiy, I., & Wright, M. (2016). State control and corporate governance in transition economies. Journal of Management Studies, 53(2), 226–254.
IFC. (2016). The corporate secretary: The governance professional. World Bank Group.
Kakabadse, N. K., Khan, N. K., & Kakabadse, A. (2016). The company secretary: The role of a governance professional. Journal of Management & Governance, 20(2), 337–360.
Law of Georgia on Commercial Bank Activities. (1996).
Law of Georgia on Entrepreneurs. (1994).
Law of Georgia on Entrepreneurs. (2022).
Law of Georgia on Securities Market. (1998).
Mahoney, J., & Thelen, K. (2010). Explaining institutional change: Ambiguity, agency, and power. Cambridge University Press. DOI: https://doi.org/10.1017/CBO9780511806414
Mallin, C. A. (2013). Corporate governance (4th ed.). Oxford University Press.
National Bank of Georgia. (2018). Corporate governance code for commercial banks.
National Bank of Georgia. (2021). Corporate governance code for the issuers of public securities.
OECD. (2023). G20/OECD principles of corporate governance. OECD Publishing.
Pistor, K., Raiser, M., & Gelfer, S. (2000). Law and finance in transition economies. Economics of Transition, 8(2), 325–368. DOI: https://doi.org/10.1111/1468-0351.00047
Suddaby, R., & Viale, T. (2011). Professionals and field-level change: Institutional work and the professional project. Current Sociology, 59(4), 423–442. DOI: https://doi.org/10.1177/0011392111402586
TBC Bank Group PLC. (2024). Board diversity policy.
World Bank. (2005). Corporate governance country assessment: Georgia. World Bank.
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