MOEX Conference on Corporate Governance in Russia,

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Presentation transcript:

MOEX Conference on Corporate Governance in Russia, The OECD Reviews on Flexibility and Proportionality in Corporate Governance MOEX Conference on Corporate Governance in Russia, 4 December 2018, Moscow. Hans Christiansen Senior Economist Corporate Governance and Corporate Finance Division OECD

Flexibility and proportionality in corporate governance Flexibility and proportionality is an inherent part of the legal framework of most jurisdictions. The rationale is to accommodate differences in company practices, while achieving desired regulatory outcomes. And it is by no means a way to weaken the effectiveness of the corporate governance framework. But it can increase efficiency and avoid overregulation.

Adapting to a changing financial and corporate landscape The development of the G20/OECD Principles of Corporate Governance was informed by a number of special studies about key developments in both the financial and corporate sectors. The decrease in smaller growth company listings Changes in corporate characteristics and business models Increase in institutional ownership Changes in business models of stock exchanges

The G20/OECD Principles on Flexibility and Proportionality Rules should be developed with a view to their impact on overall economic performance and market integrity. They should be flexible enough to meet the needs of corporations operating in widely different circumstances. They should allow for flexibility and proportionality. For example with respect to: size ownership and control structure geographical presence sectors of activity the company's stage of development

7 policy areas, 39 countries: The OECD Reviews on Flexibility and Proportionality in Corporate Governance 7 policy areas, 39 countries: Board composition, board committees and board member qualifications   Say on pay and the detail of disclosure on remuneration  Related party transactions Disclosure of periodic financial information and ad-hoc information  Major shareholding disclosure Takeovers Pre-emptive rights

Criteria that may motivate and allow for flexibility and proportionality The review surveys the following criteria that may motivate and allow for flexibility and proportionality with respect to the implementation of corporate governance rules. Size (of equity, sales, revenues etc.) Ownership and control structure Listing status (venue, cross-listing etc.) Maturity of the firm Accounting standards Legal form

Survey results - 1 Number of jurisdictions that reported that they had at least one criterion that allowed for flexibility and proportionality Source: OECD (2018), Flexibility and Proportionality in Corporate Governance A vast majority of countries have criteria that allow for flexibility and proportionality at company level in all of the seven areas of regulation.

Survey results - 2 Number of jurisdictions that reported the use of flexibility mechanism and their application across the seven areas regulation Source: OECD (2018), Flexibility and Proportionality in Corporate Governance Company size and the listing status are the most common reasons to apply flexibility and proportionality.

Thank you for your attention! More information about the OECD’s work on corporate governance is available at: http://www.oecd.org/corporate The OECD Secretariat welcomes any questions and comments. Please address them to:   Mr. Mats Isaksson Head of Division Corporate Governance and Corporate Finance Division Directorate for Financial and Enterprise Affairs, OECD [Tel: +33 1 45 24 76 20 | Mats.Isaksson@oecd.org]