Principles of Corporate Governance

PRINCIPLES OF CORPORATE GOVERNANCE
G20/OECD, 2015

CORPORATE GOVERNANCE
• Corporate governance involves a set of relationships between a company’s
management, its board, its shareholders and other stakeholders. Corporate
governance also provides the structure through which the objectives of the
company are set, and the means of attaining those objectives and monitoring
performance are determined.
• Good corporate governance will reassure shareholders and other
stakeholders that their rights are protected and make it possible for
corporations to decrease the cost of capital and to facilitate their access to
the capital market.

THE PRINCIPLES
I. Ensuring the basis for an effective corporate governance framework
II. The rights and equitable treatment of shareholders and key ownership
functions
III. Institutional investors, stock markets, and other intermediaries
IV. The role of stakeholders in corporate governance
V. Disclosure and transparency
VI. The responsibilities of the board

I. ENSURING THE BASIS FOR AN EFFECTIVE
CORPORATE GOVERNANCE FRAMEWORK
Promote transparent and fair markets and the efficient allocation of resources. Consistent with the rule of law
and support effective supervision and enforcement.
A. A view to its impact on overall economic performance, market integrity and the incentives for market
participants and the promotion of transparent and well-functioning markets.
B. The legal and regulatory requirements should be consistent with the rule of law, transparent and
enforceable.
C. The division of responsibilities should be articulated and designed to serve the public interest.
D. Stock market regulation should support effective corporate governance.
E. Supervisory, regulatory and enforcement authorities to fulfil their duties in a professional and objective
manner.
F. Cross-border co-operation through bilateral and multilateral arrangements for exchange of information.

II. THE RIGHTS AND EQUITABLE TREATMENT
OF SHAREHOLDERS AND KEY OWNERSHIP FUNCTIONS
Protect and facilitate the exercise of shareholders’ rights and ensure the equitable treatment of all
shareholders, including minority and foreign shareholders. All shareholders should have the opportunity
to obtain effective redress for violation of their rights.
A. Basic shareholder rights : 1) secure methods of ownership registration; 2) convey or transfer shares; 3)
obtain relevant and material information on a timely and regular basis; 4) participate and vote in general
shareholder meetings; 5) elect and remove members of the board; and 6) share in the profits of the
corporation.
B. Shareholders should be sufficiently informed and have the right to approve or participate in decisions
concerning fundamental corporate changes
C. Shareholders should have the opportunity to participate effectively and vote in general shareholder
meetings and should be informed of the rules

II. THE RIGHTS AND EQUITABLE TREATMENT
OF SHAREHOLDERS AND KEY OWNERSHIP FUNCTIONS
D. Shareholders should be allowed to consult with each other on issues concerning their basic
shareholder rights as defined in the Principles
E. All shareholders should be treated equally. Capital structures and arrangements to obtain a degree of
influence or control disproportionate to their equity ownership should be disclosed.
F. Related-party transactions should be approved and conducted in a manner that ensures proper
management of conflict of interest and protects the interest of the company and its shareholders.
G. Minority shareholders should be protected from abusive actions by controlling shareholders
H. Markets for corporate control should be allowed to function in an efficient and transparent manner.

III.INSTITUTIONAL INVESTORS, STOCK MARKETS, AND
OTHER INTERMEDIARIES
Provide sound incentives throughout the investment chain and provide for stock markets to contributes to good
corporate governance.
A. Institutional investors should disclose their corporate governance and voting policies with respect to their
investments, including the procedures for deciding on the use of their voting rights.
B. Votes should be cast by custodians or nominees in line with the directions of the beneficial owner of the shares.
C. Institutional investors acting should disclose how they manage material conflicts of interest that may affect key
ownership rights regarding their investments.
D. The framework should require to provide analysis or advice relevant to decisions by investors, disclose and
minimise conflicts of interest that might compromise the integrity of their analysis or advice.
E. Insider trading and market manipulation should be prohibited and the applicable rules enforced.
F. Laws and regulations should be clearly disclosed, transparent and documented.
G. Stock markets should provide fair and efficient price discovery.

IV.THE ROLE OF STAKEHOLDERS IN CORPORATE
GOVERNANCE
Recognise the rights of stakeholders established by law or through mutual agreements and encourage active
co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of
financially sound enterprises.
A. The rights of stakeholders that are established by law or through mutual agreements are to be respected.
B. Stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C. Mechanisms for employee participation should be permitted to develop.
D. Stakeholders should have access to relevant, sufficient and reliable information on a timely and regular
basis.
E. Stakeholders should be able to freely communicate their concerns about illegal or unethical practices to the
board and to the competent public authorities and their rights should not be compromised for doing this.
F. The framework should be complemented by an effective, efficient insolvency framework and by effective
enforcement of creditor rights.

V. DISCLOSURE AND TRANSPARENCY
Ensure that timely and accurate disclosure is made on all material matters regarding the corporation,
including the financial situation, performance, ownership, and governance of the company.
A. Disclosure should include :
1. The financial and operating results of the company.
2. Company objectives and non-financial information.
3. Major share ownership, including beneficial owners, and voting rights.
4. Remuneration of members of the board and key executives.
5. Information about board members, including their qualifications, the selection process, other
company directorships and whether they are regarded as independent by the board.

V. DISCLOSURE AND TRANSPARENCY
6. Related party transactions.
7. Foreseeable risk factors.
8. Issues regarding employees and other stakeholders.
9. Governance structures and policies.
B. Information should be prepared and disclosed in accordance with high quality standards of accounting and
financial and non-financial reporting.
C. An annual audit should be conducted by an independent, competent and qualified, auditor in accordance with
high-quality auditing standards in order to provide an external and objective assurance that financial statements fairly
represent the financial position and performance of the company in all material respects.
D. External auditors should be accountable to the shareholders and exercise due professional
E. Channels for disseminating information should provide for equal, timely and cost-efficient access by users.

VI.THE RESPONSIBILITIES OF THE BOARD
Ensure the strategic guidance of the company, the effective monitoring of management by the board, and
the board’s accountability to the company and the shareholders.
A. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in
the best interest of the company and the shareholders.
B. The board should treat all shareholders fairly.
C. The board should apply high ethical standards and take into account the interests of stakeholders.

D. The board should fulfil certain key functions :
1. Reviewing and guiding corporate strategy, major plans of action, risk management policies and procedures, annual
budgets and business plans; setting performance objectives; monitoring implementation and corporate performance;
and overseeing major capital expenditures, acquisitions and divestitures.
2. Monitoring the effectiveness of the company’s governance practices and making changes as needed.
3. Selecting, compensating, monitoring and replacing key executives and overseeing succession planning.
4. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.
5. Ensuring a formal and transparent board nomination and election process.
6. Monitoring and managing potential conflicts of interest of management, board members and shareholders
7. Ensuring the integrity of the corporation’s accounting and financial reporting systems
8. Overseeing the process of disclosure and communications.

E. The board should be able to exercise objective independent judgement on corporate affairs.
1. Assigning a sufficient number of non-executive board members capable of exercising independent
judgement to tasks where there is a potential for conflict of interest.
2. Setting up specialised committees to support the full board in performing its functions, particularly in
respect to audit, and also in respect to risk management and remuneration.
3. Commit themselves effectively to their responsibilities.
4. Carry out evaluations to appraise their performance and assess the background and competences.
F. Board members should have access to accurate, relevant and timely information.
G. When employee representation on the board is mandated, mechanisms should be developed to
facilitate access to information and training for employee representatives.

Principles of Corporate Governance

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