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1、The OECD Principles of Corporate Governance,The mission of the Organisation for Economic Co-operation and Development (OECD) is to promote policies that will improve the economic and social well-being of people around the world.origins date back to 1960, when 18 European countries plus the United St
2、ates and Canada joined forces to create an organisation dedicated to global development. Today, our 34 member countries span the globe, from North and South America to Europe and the Asia-Pacific region. They include many of the worlds most advanced countries but also emerging countries like Mexico,
3、 Chile and Turkey. We also work closely with emerging giants like China, India and Brazil and developing economies in Africa, Asia, Latin America and the Caribbean. Together, our goal continues to be to build a stronger, cleaner, fairer world.,The OECD Principles of Corporate Governance provide best
4、 practice recommendations on corporate governance. They are used extensively worldwide as a benchmark for standard setting and identifying best practices. Regional roundtables and programmes provide key forums for dialogue with non-OECD economies. Permanent URL: www.oecd.org/daf/corporate/principles
5、,I. Ensuring the Basis for 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 enforceme
6、nt authorities.,This corporate governance framework typically comprises elements of legislation, regulation, self-regulatory arrangements, voluntary commitments and business practices that are the result of a countrys specific circumstances, history and tradition.,II. The Rights of Shareholders and
7、Key Ownership Functions,The corporate governance framework should protect and facilitate the exercise of shareholders rights.,A. Basic shareholder rights should include the right to: 1) secure methods of ownership registration; 2) convey or transfer shares; 3) obtain relevant and material informatio
8、n 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.,B. Shareholders should have the right to participate in, and to be sufficiently informed on, decision
9、s concerning fundamental corporate changes. C. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings:,D. Capital structures and arrangemen
10、ts that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. E. Markets for corporate control should be allowed to function in an efficient andtransparent manner. F. The exercise of ownership rights by all shareholders, including i
11、nstitutional investors, should be facilitated.,G. Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in thePrinciples, subject to exceptions to prevent abuse.,III. The Equitable Treatment of
12、Shareholders The corporate governance framework should 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.,A. All shareholders of the same series of a
13、class should be treated equally. B. Insider trading and abusive self-dealing should be prohibited. C. 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 m
14、atter directly affecting the corporation.,IV. The Role of Stakeholders in Corporate Governance The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in cre
15、ating wealth, jobs, and the sustainability of financially sound enterprises.,V. 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.,VI. 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 boards accountability to the company and the shareholders.,
