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OECD PRINCIPLES OF CORPORATE GOVERNANCE

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BACKGROUND

 * Corporate governance is crucial for the integrity and efficiency of financial
   markets. Poor corporate governance reduces a company's potential and can lead
   to financial problems and fraud.
 * Companies that are well-governed typically outperform their competitors, and
   attract investors who can help finance future expansion.
 * In 1999, the Organization for Economic Cooperation and Development published
   Principles of Corporate Governance and have since become a global benchmark
   for policymakers, investors, firms, and other stakeholders.
 * They've also been adopted as one of the Financial Stability Board's Key
   Standards for Sound Financial Systems, and they're the foundation for the
   World Bank's Corporate Governance Reports on the Observance of Standards and
   Codes (ROSC).
   
   
   
   
   
   
   
 * The OECD revised version of the OECD Principles of Corporate Governance on
   April 22, 2004. It included a number of new proposals as well as changes to
   existing ones. A consultation process included OECD members and
   representatives from OECD and non-OECD areas.
 * A second review of the principles was conducted in 2014/15 based on the 2004
   version of the principles with significant contributions from OECD's regional
   corporate governance roundtables in Latin America, Asia, the Middle East and
   North Africa, as well as experts, an online public consultation, and the
   OECD's official advisory bodies, the Business and Industry Advisory Committee
   (BIAC) and the Trade Union Advisory Committee (TUAC).
 * The OECD principles urge businesses to ensure that they have processes in
   place to resolve any potential conflicts of interest, and provide a framework
   for internal complaints about management or board appointments.

The Corporate Governance Principles can be found here here. (updated in 2015)


THE SIX OECD PRINCIPLES ARE:

 * Ensuring the basis of an effective corporate governance framework
 * The rights and equitable treatment of shareholders and key ownership
   functions
 * Institutional investors, stock markets, and other intermediaries
 * The role of stakeholders in corporate governance
 * Disclosure and transparency
 * The responsibilities of the board


1. ENSURE THE BASIS OF AN EFFECTIVE CORPORATE GOVERNANCE FRAMEWORK

The corporate governance framework should promote transparent and efficient
markets, be consistent with the rule of law and clearly articulate the division
of responsibilities among different supervisory, regulatory and enforcement
authorities.


2. THE RIGHTS AND EQUITABLE TREATMENT OF SHAREHOLDERS AND KEY OWNERSHIP FUNCTION

‘The corporate governance framework should 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.’

Basic shareholder rights should include the right to:

 1. Secure methods of ownership registration;
 2. Convey or transfer shares;
 3. Obtain relevant and material information on the corporation 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.


3. THE INSTITUTIONAL INVESTORS, STOCK MARKETS, AND OTHER INTERMEDIARIES

‘The corporate governance framework should provide sound incentives throughout
the investment chain and provide for stock markets to function in a way that
contributes to good corporate governance.’

 * All shareholders of the same series of a class should be treated equally
 * Insider trading and abusive self-dealing should be prohibited
 * Members of the board and key executives should be required to disclose to the
   board whether they, directly, indirectly or on behalf of third parties, have
   a material interest in any transaction or matter directly affecting the
   corporation.





4. THE ROLE OF STAKEHOLDERS IN CORPORATE GOVERNANCE

The corporate governance framework should recognize 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.


5. DISCLOSURE AND TRANSPARENCY

The corporate governance framework should 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.

To get a better understanding of the role disclosure and transparency plays in
corporate governance, read more>>


6. THE RESPONSIBILITIES OF THE BOARD

The corporate governance framework should 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.

To get a better understanding on the board, corporate governance structure and
policies, read more>>


RELATED TRAININGS ON CORPORATE GOVERNANCE

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organization.

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Foreign Corrupt Practices Act - How Your Institution Can Comply
This webinar will discuss the FCPA and potential pitfalls that US businesses
must be aware of when conducting overseas business.

Internal Control and Sarbanes-Oxley Section 404
The webinar provides an in-depth look at Section 404 and the COSO Guidance used
by most organizations for compliance.


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