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Through their impact on competitiveness and access to global capital markets, effective practices in structuring, controlling, and managing companies can encourage entrepreneurship, spur a country's economic growth, and expand employment. This report emphasizes that although corporate governance should remain mostly a prerogative of the companies and industries themselves, governments must provide a regulatory framework that allows them to adapt their governance practices to rapidly changing international circumstances. There is no model or static governance structure that every country or corporation should emulate: experimentation and variety should be expected and encouraged within the limits of regulations emphasizing fairness, transparency, accountability, and responsibility. Given this framework, the Business Sector Advisory Group on Corporate Governance presents perspectives that should guide public policies affecting corporate structure and control, suggests voluntary actions that companies can take to improve their governance, and recommends further actions by the OECD to create common principles guiding national policy reviews and reforms of governance.

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CONTENTS

LETTER FROM THE CHAIRMAN = 7

MEMBERS OF THE OECD BUSINESS SECTOR ADVISORY GROUP ON CORPORATE GOVERNANCE = 11

SECRETARIAT = 12

CHAPTER 1. OVERVIEW, PUBLIC POLICY PERSPECTIVES AND RECOMMENDATIONS TO THE OECD = 13

 1.1 Corporate Governance in a New Economic Environment = 13

 1.2 An Agena for Modernisation = 16

 1.3 Perspectives for Public Policy Improvement = 19

  1.3.1 Fairness = 20

  1.3.2 Transparency = 21

  1.3.3 Accountability = 22

  1.3.4 Responsibility = 23

 1.4 Perspectives for Voluntary Self-improvement = 24

 1.5 Recommendations for Further OECD Efforts = 25

CHAPTER 2. DEFINNING THE MISSION OF THE CORPORATION IN THE MODERN ECONOMY = 27

 2.1 The Primary Corporate Objective = 27

 2.2 The Role of Formal Rules and Social Norms = 29

 2.3 General Principles Concerning the Corporate Mission = 30

CHAPTER 3. ENSURING ADAPTABILITY OF CORPORATE GOVERNANCE ARRANGEMENTS = 33

 3.1 Permissive Regulation = 34

 3.2 Availability of Alternative Options = 36

 3.3 Public Acceptability of Governance Adjustments = 37

CHAPTER 4. PROTECTING SHAREHOLDER RIGHTS = 39

 4.1 Improving the Disclosure of Information = 41

 4.2 Encouraging Shareholder Participation = 43

 4.3 Promoting Active and Independent Board Members = 46

CHAPTER 5. ENABLING ACTIVE INVESTING = 55

 5.1 Regulation of Active Ownership = 57

CHAPTER 6. ALIGNING THE INTERESTS OF SHAREHOLDERS AND OTHER STAKEHOLDERS = 61

 6.1 Contracting with Resource Providers = 62

 6.2 The Role of the Board = 63

CHAPTER 7. RECOGNISING SOCIETAL INTERESTS = 67

 7.1 Corporate Trust Bases = 69

 7.2 Potential Income and Opportunity Path Divergence = 71

 7.3 Effective Disclosure of Contractual and Governance Structures = 71

 7.4 Investments with High Social and Low Economic Returns = 72

 7.5 Privatisation = 73

 7.6 Corporate Citizenship = 73

Annex 1a Report from the OECD Business Sector Colloquium on Corporate Governance = 77

Annex 1b OECD Business Sector Colloquium on Corporate Govenance : Programme = 87

Annex 1c OECD Business Sector Colloquium on Corporate Governance : List of Participants = 91

Annex 2 Partial Listing of Corporate Governance Guidelines and Codes of "Best Practice" = 105