Eddy Wymeersch

G 20/ OECD Principles of Corporate Governance – Comments by Eddy Wymeersch

WP 2022-16

In this public consultation, the OECD seeks to benefit from a wider input from the public in order to achieve a statement optimally reflecting ideas developed in the numerous studies and reflections about the future of private companies and the way these should be managed. The Principles are addressed to policy makers: apart from the case when the principles have been translated in legal rules, some of the Principles are to be included in the companies’ corporate governance codes, but other remain in the status of unwritten standards. Only legal rules are fully binding.

In general the Principles deal with prominent corporate governance issues and indicate for most of these a way forward, which looks convincing. The present paper focuses on the issues where the Principles could usefully be complemented by issues which came forward more recently, or can be considered lacunae in the present presentation.

The Principles are adressed to private companies traded on public markets, but are equally of importance for the many unlisted companies, and even other bodies – such as the state owned economic enterprises which exercise central functions in our societies, eg the railways. The corporate governance principles may be equally applicable to these entities and a similar reflection as developed in the Principles would be of great importance.

According to the accounting directive companies will include the corporate governance statement in their management report. That statement shall be included as a specific section of the management report and shall contain at least the information listed in article 20 of that directive. Some of this information will be subject to external review by the auditor.