The Responsibility of the Board according to the OECD Principles and Patterns of Change in the aftermath of Recent Corporate Events Presentation for.
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Transcript The Responsibility of the Board according to the OECD Principles and Patterns of Change in the aftermath of Recent Corporate Events Presentation for.
The Responsibility of the Board according to
the OECD Principles and Patterns of Change
in the aftermath of Recent Corporate Events
Presentation for the Fourth Eurasian Corporate Governance Roundtable
Elena Miteva, Administrator, OECD
Bishkek, October 2003
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Corporate governance and the OECD Principles
CG
OECD
Principles
•A set of behavioural patterns:
vis-à-vis shareholders, stakeholders and
boards
•A normative framework
Legal and voluntary norms
Address both areas:
• « Best provisions on behaviour »
active ownership by institutions and
intermediaries;
competent boards
LT value increasing behaviour of
companies
•Key normative requirements, e.g.:
Shareholder protection and equitable
treatment under the law.
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Focus on corporate governance
• Reduces equity risk
Equity exposure of larger numbers of households
CG signals information assymetries and probability of
expropriation of shareholder value
• Improves performance
With good corporate governance, companies can improve
their earnings potential
• Improves institutions
Lack of properly functioning private institutions and
corporations impacts on growth by limiting access to
equity financing and
The distribution of income within a society
• Spill-overs into the realm of public governance
Lack of accountability potentially undermines the rule of
law and
Effectiveness of government
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The OECD
Principles and the
Boards
Functions
Structure and profile
Accountability
Qualities of directors
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Board functions
Reducing risk
Monitoring management to avoid expropriation
Detecting incompetence in boards
Improving performance
Strategic guidance – selecting, compensating and firing
management, reviewing strategy, preparation of strategic
action plans, devising risk policy, overseeing major
transactions, disclosure and compliance with law.
Monitoring performance – review remuneration, reviewing
conflicts of interest and related party transactions, ensuring the
integrity of reporting systems
Served as vehicle for reforms and financial innovation
Supported the involvement of the private sector
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Board profile and structure
Monitoring
Independence: from the ones monitored and from the that
control the company (not in itself substitute of quality of
boards)
Integrity: capability for resisting pressure and litteracy in
accounting and control systems
Strategic guidance
Knowledge of the company (products, functions, management
systems)
Capacity for strategy design
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Independent boards
Normative framework for independence
Definition of independence
Two ‘best behaviour’ clauses
Separation of Chair and CEO
Resources of the board and its independent
members
Cumulative voting
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Board Committees
●Exercise functions focused on specific
issues
●Particular importance of audit, nomination
and remuneration committees
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Board accountability to the company and its
shareholders
Companies elect and fire boards
Boards are accountable to all shareholders
Boards are elected regularly
Boards take into account other stakeholders’ interests,
such as employees and creditors
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Director duties
Duty of care
Duty of loyalty
•Potential for misinterpretation
•Might limit risk-taking behaviour
Rationale behind US “business judgement rule”
•Important in the transition context, where the level
of shareholder expropriation is higher
•Envisage criminal consequences
•Duty of compliance
Other duties
•Duty to act in good faith
•Duty of oversight
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Quality of directors
Education
Integrity and Ethics
Professional associations of directors
Voluntary codes
Compensation
Availability
Limit multiple directorships
Scarcity factor
Access to information
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A few points of relevance for Eurasia
Some trade-off between monitoring and strategy
formation functions
Scope for voluntary rules
Importance of individual company behaviour
Boards are not substitutes of management
Management accountability to boards
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Recent corporate events and boards of directors
Trust as a fundamental ingredient of the financial
market
“A corporate governance bear market, at least in part”
Increasing responsibilities for boards and independent
directors
Failures of boards in current cases of corporate
distress and scandals
Response to the crisis impacts boards
Enhanced liability and tougher rules
Higher requirements for director professionalism
and ethics
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Implications for boards
Integrity
More responsibility for compensation and incentives
Careful assessment of conflicts of interests
Monitor risk
Warning signals
Timely response to problems
Transparency
Monitor disclosure practices
Implementation and evaluation of management
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Founded in 1961 as a follow on to the Marshall Plan, the Organisation for
Economic Co-operation and Development promotes international codes,
guidelines and principles by which countries can make their economic systems
compatible.
OECD Member Countries and Co-operating Countries
Co-operation programmes
Co-operation programmes and participation in OECD bodies*
OECD Members
(49)
(16)
(31)
* Non-Members not participating in OECD bodies take part in OECD meetings and activities
upon ad hoc invitations.
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For More Information on Corporate Governance
www.oecd.org
[email protected]
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