March 2024
The OECD has recently reviewed the principles of corporate governance of the G20/OECD, this being approved by its Ministerial Council in June 2023 and ratified by the G20 leaders in September that same year.
The principles are characterised by their non-binding nature as they do not intend to substitute national regulations, but to be of aid to and supplement these to establish a uniform system with homogeneous criteria that are accepted internationally.
These principles constitute the main international reference of good corporate governance, reflecting the experiences and ambitions of a large variety of jurisdictions with different legal systems and different levels of development.
Similarly, these principles highlight that regulators, international organisations and those participating in financial markets all play important roles in laying the foundations and consolidating business practices that are respectful with good corporate governance. In fact, they intend to aid those responsible for public policies to assess and improve the legal and institutional framework of corporate governance, together with reinforcing a corporate governance framework that helps companies access the necessary financial resources to finance their production activities.
In principle, the natural target of these principles are financial and non-financial listed companies, without prejudice to the convenience of their expansion to non-listed companies.
With regard to the review performed, this reflects the will of the OECD and G20 member countries to offer listed companies guidance and standards regarding sustainability and resilience, social and environmental risk management, new corporate information disclosure requirements, the role of shareholders and stakeholders, together with the responsibilities of company boards.
The new principles related to sustainability particularly stand out in this review, highlighting that the efficiency of capital markets increases if investors can compare the information on sustainability provided by companies, especially between those listed in different jurisdictions. On the other hand, it is advised that the boards of directors ensure the existence of internal and governance controls to improve the reliability and credibility of the information provided.