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OECD Guidelines on Corporate Governance of State-owned Enterprises

时间:2011.12.28

    Corporate governance of state-owned enterprises is a major challenge in many economies. But, until now, there has not been any international benchmark to help governments assess and improve the way they exercise ownership of these enterprises, which often constitute a significant share of the economy. These OECD Guidelines on Corporate Governance of State-Owned Enterprises fill this important gap, and their development has attracted global interest from a variety of dfferent stakeholders. The strong support that OECD has enjoyed for this work, and the broad endorsement of the Guidelines themselves, makes me convinced that they will be widely disseminated and actively used in both OECD and non-OECD countries.


    The demand for these Guidelines should not come as a surprise to anyone who has followed policy developments in this field. The shared experience of countries that have started to reform corporate governance of state-owned enterprises is that this is an important but also complex undertaking. A major challenge is to find a balance between the state's responsibility for actively exercising its ownership functions, such as the nomination and election of the board, while at the same time refraining from imposing undue political interference in the management of the company. Another important challenge is to ensure that there is a level-playing field in markets where private sector companies can compete with state-owned enterprises and that governments do not distort competition in the way they use their regulatory or
supervisory powers.

    Building on practical experience, these Guidelines provide concrete suggestions on how such dilemmas can be solved. For example, they suggest that the state should exercise its ownership functions through a centralised ownership entity, or effectively coordinated entities, which should act independently and in accordance with a publicly disclosed ownership policy. The Guidelines also suggest the strict separation of the state's ownership and regulatory functions. If properly implemented, these and the other recommended reforms would go a long way to ensure that state ownership is exercised in a professional and accountable manner, and that the state plays a positive role in improving corporate governance across all sectors of our economies. The result would be healthier, more competitive and more transparent enterprises.
 

    Experienced policy-makers and practitioners from a large number of OECD and non-OECD countries have contributed to the development of these Guidelines. Their input, through an open consultative process, is responsible for the quality and therelevance of these Guidelines. I extend my sincere appreciation to all members of the OECD Working Group on Privatisation and Corporate Governance of State-Owned Assets, whose constructive efforts made it possible to develop these Guidelines, and to their Chair, Mr. Lars-Johan Cederlund, whose dedication and leadership helped to bring this work to a successful conclusion. I also thank the organisations and individuals who participated in the consultations, thereby influencing successive drafts of this document. Your expertise has been indispensable and your contributions
are greatly appreciated and acknowledged.*
 

    Looking ahead, these Guidelines should be widely disseminated and actively used. Their implementation in individual countries should be supported by a process of dialogue and exchange of experience among peers from many countries. The OECD will therefore continue to convene fora including OECD and non-OECD countries in order to promote good corporate governance of state-owned enterprises.

 

Table of Contents


Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
I. Ensuring an Effective Legal and Regulatory Framework
for State-Owned Enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
II. The State Acting as an Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
III. Equitable Treatment of Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
IV. Relations with Stakeholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
V. Transparency and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
VI. The Responsibilities of the Boards of State-Owned Enterprises . . . . . . 17


Annotations to Chapter I:
Ensuring an Effective Legal and Regulatory Framework
for State-Owned Enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Annotations to Chapter II:
The State Acting as an Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Annotations to Chapter III:
Equitable Treatment of Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Annotations to Chapter IV:
Relations with Stakeholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Annotations to Chapter V:
Transparency and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Annotations for Chapter VI:
The Responsibilities of the Boards of State-Owned Enterprises . . . . . . 47

 

 

 


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