OECD/G20 Principles of Corporate Governance

Operate board composition + independence + diversity + remuneration + evaluation per OECD/G20 Principles Chapter VI (continued) + Chapter VII (Board Responsibilities further specified). Board composition must (a) include a sufficient number of non-executive board members capable of exercising independent judgement + (b) establish appropriate committees including audit + nomination + and remuneration committees with sufficient independent membership, (c) consider diversity including gender + ethnicity + age + skills + experience + tenure with documented diversity policy and monitoring, (d) document independence criteria + assess independence annually + disclose independence determinations. Board remuneration must (a) align with long-term interests of the company and shareholders + (b) include appropriate performance-related elements + (c) avoid excessive short-term incentives + (d) integr

• board composition with independence assessment + diversity + skills mix
• remuneration policy aligned with long-term interests + clawback + malus + disclosure
• annual board evaluation + external facilitation + action plans + closure

• board diversity targets not met or not measured
• remuneration with excessive short-term incentives + insufficient clawback
• board evaluation template-driven without external facilitation

Operate board responsibilities per OECD/G20 Principles Chapter VI. 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. Board members should (a) act on a fully informed basis + in good faith + with due diligence and care + in the best interest of the company and the shareholders + (b) where board decisions may affect different shareholder groups differently the board should treat all shareholders fairly, (c) the board should apply high ethical standards and take into account the interests of stakeholders, (d) the board should fulfil certain key functions including (1) reviewing and guiding corporate strategy + major plans of action + risk management policies and procedures + annual budgets and business plans + setting performance obj

• board agenda covering strategy + risk + executive + succession + audit + disclosure + stakeholder + sustainability
• board oversight evidence on cyber + AI + climate + supply chain + culture
• conflict management + accountability framework

• board agenda dominated by financial and statutory matters with insufficient strategic + risk oversight
• board capability gaps on emerging risks (cyber + AI + climate)
• succession planning nominal

Ensure the basis for an effective corporate governance framework per OECD/G20 Principles Chapter I. The corporate governance framework should (a) promote transparent and fair markets + the efficient allocation of resources + (b) be consistent with the rule of law + support effective supervision and enforcement + (c) be developed with a view to its impact on overall economic performance + market integrity + and incentives it creates for market participants + the promotion of transparent and well-functioning markets + (d) have legal and regulatory requirements that affect corporate governance practices be consistent with the rule of law + transparent + and enforceable + (e) ensure the division of responsibilities among different authorities is clearly articulated and ensures that the public interest is served, (f) ensure stock market regulation should support effective corporate governance

• corporate governance framework documentation referencing OECD/G20 Principles
• regulatory inventory + alignment evidence + cross-border arrangements
• stock exchange listing rules compliance evidence

• framework documented but not operationally integrated
• regulatory inventory incomplete missing emerging jurisdictions

Ensure adequate disclosure and transparency per OECD/G20 Principles Chapter V. The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation including (a) financial and operating results + (b) corporate objectives and non-financial information including environmental + social + and governance information material to the long-term sustainability of the company, (c) major share ownership including beneficial owners + voting rights and special control structures, (d) remuneration of the board and key executives + the link between remuneration + performance + and risk-taking, (e) information about board members including qualifications + selection process + other directorships + and whether they are regarded as independent by the board, (f) related party transactions, (g) foreseeable risk factors, (h) issues reg

• financial disclosure + non-financial sustainability disclosure aligned to applicable framework
• remuneration disclosure + ownership disclosure + related party + risk disclosure
• independent annual audit + assurance on material non-financial disclosures

• sustainability disclosure voluntary while mandatory framework applies
• audit independence challenged + assurance scope limited
• related party transactions undisclosed or inadequately disclosed

Ensure proper functioning of institutional investors + stock markets + and intermediaries per OECD/G20 Principles Chapter III. Institutional investors acting in a fiduciary capacity should disclose their corporate governance and voting policies with respect to their investments including the procedures that they have in place for deciding on the use of their voting rights + (b) votes should be cast by custodians or nominees in line with directions from the beneficial owner of the shares + (c) institutional investors acting in a fiduciary capacity should disclose how they manage material conflicts of interest that may affect the exercise of key ownership rights regarding their investments. Proxy advisors + analysts + brokers + rating agencies + and others that provide analysis or advice relevant to decisions by investors should disclose and minimise conflicts of interest that might compro

• stewardship code alignment + voting policy + conflicts management
• proxy advisor + analyst + broker + rating agency conflicts disclosure
• insider trading prohibition + enforcement

• stewardship engagement nominal not substantive
• intermediary conflicts undisclosed
• insider trading policy without active enforcement

Protect shareholder rights and ensure equitable treatment per OECD/G20 Principles Chapter II. The corporate governance framework should protect and facilitate the exercise of shareholders rights and 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. Basic shareholder rights include (a) secure methods of ownership registration + (b) convey or transfer shares + (c) obtain relevant material information on the corporation on a timely and regular basis + (d) participate and vote in general shareholder meetings + (e) elect and remove members of the board + (f) share in the profits of the corporation. Shareholders should have the right to participate in and be sufficiently informed on decisions concerning fundamental corporate changes such as amend

• share registry + ownership transfer evidence
• shareholder meeting participation + voting + electronic participation
• capital structure disclosure including dual-class + special control + beneficial ownership

• foreign shareholder voting hindered by registration burdens
• dual-class structure undisclosed or unjustified
• no minority shareholder protections

Recognise the role of stakeholders + provide whistleblower protection per OECD/G20 Principles Chapter IV. The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active cooperation between corporations and stakeholders in creating wealth + jobs + and the sustainability of financially sound enterprises. Stakeholder rights should be respected including (a) rights of stakeholders established by law or through mutual agreements, (b) where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights, (c) mechanisms for employee participation should be permitted to develop, (d) where stakeholders participate in the corporate governance process they should have access on a timely and regular basis to relevant + sufficient + and re

• stakeholder engagement framework + employee participation + supplier + community
• whistleblower channel + non-retaliation policy + training + enforcement evidence
• alignment with EU Whistleblowing Directive + national laws

• whistleblower channel nominal without non-retaliation track record
• stakeholder rights respected only where statutorily mandated
• employee participation mechanisms nominal not operational

Operate sustainability oversight + climate + ESG integration per OECD/G20 Principles 2023 updates + emerging international convergence. Sustainability oversight by the board must (a) integrate material sustainability + ESG considerations into strategy + risk management + operations + reporting per OECD/G20 Principle VI.C + Chapter V + (b) consider material climate change + biodiversity + human rights + workforce + governance risks and opportunities + (c) align with applicable sustainability disclosure framework (ISSB IFRS S1/S2 + ESRS + TCFD + GRI + sectoral) + national mandatory disclosure (EU CSRD + UK + US + Japan + similar). Climate-related governance must (a) implement board-level climate competence + capability + and oversight, (b) set + monitor + and disclose climate targets aligned with science-based pathways, (c) integrate climate considerations into capital allocation + risk ma

• board sustainability oversight + competence + capability evidence
• climate-related governance with targets + transition planning + emissions accounting
• ESG integration into executive remuneration + KPIs + stakeholder engagement

• sustainability treated as separate from corporate governance
• climate targets without credible transition plan + capital allocation
• no board-level climate competence