ACCA F8考試：OECD Principles

1 OECD Overview

The mission of the Organisation for Economic Co-operation and Development (OECD) is to promote policies designed to improve the economic and social well-being of people around the world.

In 1999, the OECD released its Principles of Corporate Governance. The Principles are an international corporate governance benchmark. The Principles were revised in 2004 and are undergoing review in 2014 to take into account recent developments in the corporate sector and capital markets.

The Principles focus on publicly traded companies, but can be used to improve corporate governance in non-traded companies.

The Principles are non-binding and are meant to serve as a reference point for the development of legal and regulatory frameworks for corporate governance and for the development of corporate governance policies by market participants.

2 OECD Principles

2.1 The Basis for an Effective Framework

The corporate governance framework should:

promote transparent and efficient markets;

be consistent with the rule of law; and

articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities.

2.2 Rights of Shareholders

The framework should protect and facilitate the exercise of shareholders' rights.

Basic shareholder rights include the right to:

secure methods of ownership registration;

convey or transfer shares;

obtain relevant and material information from the entity;*

participate and vote in general shareholder meetings;

elect and remove members of the board; and

share in an incorporated entity's profits.

Shareholders should be informed about and have the right to participate in fundamental changes affecting the entity.

2.3 Equitable Treatment of Shareholders

The framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders.

Insider trading and self-dealing should be prohibited.

2.4 The Role of Stakeholders

The framework should recognise the rights of stakeholders (as established by law or through mutual agreements) and encourage active cooperation between the entities and shareholders in creating wealth, jobs and financially sound entities.

Shareholders should be able to freely communicate concerns about illegal or unethical practices to the board.

2.5 Disclosure and Transparency