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OECD Principles of Corporate Governance

时间:2011.12.28

    The OECD Principles of Corporate Governance were endorsed by OECD Ministers in 1999 and have since become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both OECD and non OECD countries. The Financial Stability Forum has designated the Principles as one of the 12 key standards for sound financial systems. The Principles also provide the basis for an extensive programme of cooperation between OECD and non-OECD countries and underpin the corporate governance component of World Bank/IMF Reports on the Observance of Standards and Codes (ROSC).


    The Principles have now been thoroughly reviewed to take account of recent developments and experiences in OECD member and non-member countries. Policy makers are now more aware of the contribution good corporate governance makes to financial market stability, investment and economic growth. Companies better understand how good corporate governance contributes to their competitiveness. Investors – especially collective investment institutions and pension funds acting in a fiduciary capacity – realise they have a role to play in ensuring good corporate governance practices, thereby underpinning the value of their investments. In today’s economies, interest in corporate governance goes beyond that of shareholders in the performance of individual companies. As companies
play a pivotal role in our economies and we rely increasingly on private sector institutions to manage personal savings and secure retirement incomes, good corporate governance is important to broad and growing segments of the population.


    The review of the Principles was undertaken by the OECD Steering Group on Corporate Governance under a mandate from OECD Ministers in 2002. The review was supported by a comprehensive survey of how member countries addressed the different corporate governance challenges they faced. It also drew on experiences in economies outside the OECD area where the OECD, in co-operation with the World Bank and other sponsors, organises Regional Corporate Governance Roundtables to support regional reform efforts.


    The review process benefited from contributions from many parties. Key international institutions participated and extensive consultations were held with the private sector, labour, civil society and representatives from non-OECD countries. The process also benefited greatly from the insights of internationally recognised experts who participated in two high level informal gatherings I convened. Finally, many constructive suggestions were received when a draft of the Principles was made available for public comment on the internet.


    The Principles are a living instrument offering non-binding standards and good practices as well as guidance on implementation, which can be adapted to the specific circumstances of individual countries and regions. The OECD offers a forum for ongoing dialogue and exchange of experiences among member and non-member countries. To stay abreast of constantly changing circumstances, the OECD will closely follow developments in corporate governance, identifying trends and seeking remedies to new challenges.


    These Revised Principles will further reinforce OECD’s contribution and commitment to collective efforts to strengthen the fabric of corporate governance around the world in the years ahead. This work will not eradicate criminal activity, but such activity will be made more difficult as rules and regulations are adopted in accordance with the Principles.


    Importantly, our efforts will also help develop a culture of values for professional and ethical behaviour on which well functioning markets depend. Trust and integrity play an essential role in economic life and for the sake of business and future prosperity we have to make sure that they are properly rewarded.

 

Table of Contents


Preamble .......................................................................................................................... 11


Part One
The OECD Principles of Corporate Governance
I. Ensuring the Basis for an Effective Corporate Governance Framework................ 17
II. The Rights of Shareholders and Key Ownership Functions................................ 18
III. The Equitable Treatment of Shareholders.............................................................. 20
IV. The Role of Stakeholders in Corporate Governance ........................................... 21
V. Disclosure and Transparency ................................................................................... 22
VI. The Responsibilities of the Board ........................................................................... 24


Part Two
Annotations to the OECD Principles of Corporate Governance
I. Ensuring the Basis for an Effective Corporate Governance Framework............. 29
II. The Rights of Shareholders and Key Ownership Functions................................ 32
III. The Equitable Treatment of Shareholders.............................................................. 40
IV. The Role of Stakeholders in Corporate Governance ........................................... 46
V. Disclosure and Transparency ................................................................................... 49
VI. The Responsibilities of the Board ........................................................................... 58

 

 


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