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Using the OECD Principles of Corporate Governance Using the OECD Principles
A BOARDROOM PERSPECTIVE of Corporate Governance
This book offers practical advice on how to implement the OECD Principles
of Corporate Governance in the boardroom. By giving voice to the experiences A BOARDROOM PERSPECTIVE
of business leaders around the world it provides practical help for boards that
navigate their way from principles to practice. Their refl ections are frank and U
s
illuminating – and their conclusions are not simple or without challenge to i
n
conventional wisdom. The contributors share their experience to demonstrate g
t
that good boardroom practice requires more than law, regulation and codes h
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of conduct. It is often the essential qualities of effective leadership which make O
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the difference: judgement, diplomacy and integrity. C
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The Boardroom Perspective is developed by a Business Sector Group and is P
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based on numerous interviews and discussions with peers from around the world n
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and from different sectors. The purpose has not been to write a code or checklist i
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of what the board of directors should do. The aim is rather to describe how they e
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can practice good corporate governance in reality. The initiative refl ects the o
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importance that the OECD attaches to the private sector as a force in C
implementing good corporate governance. o
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For any comments, questions or suggestions concerning the Boardroom r
a
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Perspective please contact the Corporate Affairs Division of the OECD at: e
corporate.affairs@oecd.org. For more information about OECD’s work G
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on corporate governance please visit www.oecd.org/daf/corporate/principles. v
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002008151cov.indd 1 28-Mar-2008 9:55:09 AM
Using the OECD Principles
of Corporate Governance
A BOARDROOM PERSPECTIVE
ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT
ORGANISATION FOR ECONOMIC CO-OPERATION
AND DEVELOPMENT
th
Pursuant to Article 1 of the Convention signed in Paris on 14 December 1960, and which
came into force on 30th September 1961, the Organisation for Economic Co-operation and
Development (OECD) shall promote policies designed:
• to achieve the highest sustainable economic growth and employment and a
rising standard of living in Member countries, while maintaining financial
stability, and thus to contribute to the development of the world economy;
• to contribute to sound economic expansion in Member as well as non-member
countries in the process of economic development; and
• to contribute to the expansion of world trade on a multilateral, non-
discriminatory basis in accordance with international obligations.
The original Member countries of the OECD are Austria, Belgium, Canada, Denmark,
France, Germany, Greece, Iceland, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal,
Spain, Sweden, Switzerland, Turkey, the United Kingdom and the United States. The following
countries became Members subsequently through accession at the dates indicated hereafter: Japan
th th
(28 April 1964), Finland (28th January 1969), Australia (7th June 1971), New Zealand (29 May
th
1973), Mexico (18th May 1994), the Czech Republic (21st December 1995), Hungary (7 May 1996),
Poland (22nd November 1996), Korea (12th December 1996) and Slovak Republic
th
(14 December 2000). The Commission of the European Communities takes part in the work of the
OECD (Article 13 of the OECD Convention).
© OECD 2008
Permission to reproduce a portion of this work for non-commercial purposes or classroom use should be obtained
through the Centre français d’exploitation du droit de copie (CFC), 20, rue des Grands-Augustins, 75006 Paris,
France, Tel. (33-1) 44 07 47 70, Fax (33-1) 46 34 67 19, for every country except the United States. In the United
States permission should be obtained through the Copyright Clearance Center, Customer Service, (508)750-8400,
222 Rosewood Drive, Danvers, MA 01923 USA, or CCC Online: http://www.copyright.com/. All other applications
for permission to reproduce or translate all or part of this book should be made to OECD Publications, 2, rue André-
Pascal, 75775 Paris Cedex 16, France.
3
Foreword
During the last decade, the OECD has taken the lead among international
organisations to promote good corporate governance. The OECD Principles of
Corporate Governance has become the global benchmark, accepted in OECD and non-
OECD countries alike. These accomplishments are the result of a close partnership with
the business community and other stakeholders. Their advice was not only essential to
the development of the OECD Principles; they have also put them to active use and
supported their implementation around the globe.
We have therefore called on a group of business leaders to give their
perspective on how to apply the OECD Principles -- in the boardroom. Corporate
boards will face a diversity of situations and challenges. We wanted to learn about real
stories that can provide guidance and advice to those vested with the responsibility of
running an efficient board.
The report clearly states the relevance of the fundamental principles laid down
by the OECD, and it also highlights some of the key qualities required from individuals.
It is unique in the sense that it provides practitioners with concrete examples of how
important these qualities can be when applying the OECD Principles. I am sure that this
will provide an invaluable source of information and inspiration.
This work would not have been possible without the pro bono participation of
the private sector. In particular I would like to thank Ira Millstein who has been the
undisputed driver. Not only has he convened and chaired an outstanding group but,
together with Anne Simpson, he personally carried out the interviews on which the
report rests with an open mind, often challenging both received wisdoms and his own
thinking in the process. I also compliment his fellow members of the business sector
advisory group for their critical contributions and for sharing their extensive networks
in a generous and inclusive way.
Finally, I want to thank all those practitioners who have made themselves
available for the numerous interviews and discussions on which this report rests. They
have all taken time out of busy schedules to candidly share their experiences for the
benefit of others.
USING THE OECD PRINCIPLES OF CORPORATE GOVERNANCE: A BOARDROOM GUIDE - © OECD 2008
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