Sunday, April 12, 2015

Corporate Governance in OECD States, A Report on Changing Behaviors

(Pix (c) Larry Catá Backer 2015)

The Organization for Economic Cooperation and Development has been at the forefront of efforts to develop societal standards for business conduct beyond the core legal obligation of enterprises to maximize their own welfare (and or that of their equity holders), yet connected with the parallel development of regulation within the domestic legal orders of states. The normative foundation of the OECD's work is set out in its Principles of Corporate Governance, currently under review and scheduled for release September 2015 (Here for review of the Principles).  The OECD Principles are understood as “evolutionary in nature and should be reviewed in light of significant changes in circumstances”. As a dynamic project, the principles suggest an environment in which corporations tend to drive behavior and thus the context in which regulation follows. “To remain competitive in a changing world, corporations must innovate and adapt their corporate governance practices so that they can meet new demands and grasp new opportunities”.

In furtherance of thus dynamic project and those efforts the OECD publishes a Corporate Governance Factbook. The second edition was released in March 2015.
This second edition of the Corporate Governance Factbook was developed as a complementary reference for the review of the OECD Principles of Corporate Governance carried out during 2014 and 2015, and may also support follow-up work related to implementation of the Principles in OECD member and partner countries. It provides the most comprehensive catalogue to date of the legal and regulatory frameworks, institutions and practices in place across more than 40 OECD and partner jurisdictions, to help policy-makers understand how different jurisdictions address the corporate governance issues and challenges raised in the Principles in practice. (OECD Corporate Governance Factbook, Forward, 2015).
The second  edition focuses on the regulatory framework for corporate governance (pp. 6-31), shareholder rights and key ownership functions (pp. 32-63), and on the board of directors (pp. 64-95).

From the Press Release:

This report shares up-to-date information about corporate governance practices in OECD countries and a selection of additional jurisdictions. It provides a useful resource for national governments looking to compare their own framework with that of other countries or seeking information about practices in specific jurisdictions.

Published at regular intervals, the Corporate Governance Factbook compiles information gathered from the responses to questionnaires issued during the preparation of thematic peer reviews. It provides background information to the 2014-2015 review of the OECD Principles of Corporate Governance.


All OECD countries as well as Argentina; Brazil; Hong Kong, China; India; Indonesia; Lithuania; Saudi Arabia; and, Singapore.



The Corporate Landscape
- The ownership structure of listed companies

The Corporate Governance Framework
- The regulatory framework for corporate governance
- Cross-border application of corporate governance requirements
- The main public regulators of corporate governance
- Stock exchanges

The Rights of Shareholders and Key Ownership Functions
- Notification of general meetings and information provided to shareholders
- Shareholder rights to request a meeting and to place items on the agenda
- Shareholder voting
- Related party transactions
- Takeover bid rules
- The roles and responsibilities of institutional investors

The Corporate Board of Directors
- Basic board structure and independence
- Board-level committees
- Board nomination and election
- Board and key executive remuneration

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