The OECD Principles of Corporate Governance


These Principles are The OECD initiative was first shown by the inter-state organization in order to develop the key elements of good corporate governance regime. By themselves, these principles can be used by governments as a starting early to evaluate and improve existing in their countries laws and regulations. They can also be used by the private sector involved in the development of corporate governance and the development of best practices.
Differences in legal systems, institutional structures and traditions lead to the fact that in different parts of the world practiced a variety of approaches. However, proper corporate governance regimes have in common is that they also focuses on the interests of the shareholders who entrust their corporate funds for the reasonable and effective use.



There is no single model of good corporate governance. At the same time, work carried out in the Member States and the OECD has identified some common elements that underlie good corporate governance. The Principles are based on these common elements are formulated to embrace the different existing models. For example, they do not advocate any particular structure of the government, and the term "board" in the form in which it is used in this paper covers the different national models of governance structures found in OECD countries. In a typical two-tier system, which is used in some countries, the term "board" as used in the Guidelines, corresponds to the "supervisory board" while the term "principal officers" corresponds to the governing body. A system where a single control under the control of the internal audit committee, the term "board" covers both concepts.

The degree to which corporations observe basic principles of good corporate governance is an increasingly important factor in decisions on investments. Of particular relevance is the relation between corporate governance practices and the increasingly international character of investment. International capital flows allow companies to access financing from a much larger pool of investors. If countries are to reap the full benefits of the global capital market and attract long-term "patient" capital, corporate governance must be credible and well understood across borders. Even if corporations do not rely primarily on foreign sources of capital, adherence to good corporate governance practices will help to strengthen the confidence of domestic investors, reduce the cost of capital and, ultimately, to encourage a more stable source of funding.


The first part
• The OECD Principles of Corporate Governance
• The rights of shareholders 19
• Equal treatment of shareholders. 21
• The role of stakeholders in corporate governance 22
• Disclosure and Transparency 23
• Responsibilities of the Board 24
The second part
• Annotations to the The OECD Principles of Corporate Governance
• The rights of shareholders 29
• Equal treatment of shareholders 33
• The role of stakeholders in corporate governance 37
• Disclosure and Transparency 39
• Responsibilities of the Board 44