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OECD releases new principles on business management and executive pay

G20 leaders and the Organisation for Economic Co-operation and Development (OECD) have made new recommendations for listed companies and regulators on issues such as shareholder rights, executive remuneration, financial disclosure, the behaviour of institutional investors, and on how stock markets should function. 08 Sep 2015

The recommendations are contained in an update to corporate governance principles which the OECD said have been developed in a bid to "promote market confidence and business integrity",

The new principles call for transparency in executive remuneration and the total value of compensation arrangements.

"In particular, it is important for shareholders to know the remuneration policy as well as the total value of compensation arrangements," it said.

"Shareholders will also have an interest in how remuneration and company performance are linked," the OECD said.

Shareholders should therefore have a say in some aspects of remuneration, in particular any equity-based schemes that have the potential to dilute shareholder capital and "powerfully determine" managerial incentives, and any material changes to existing schemes, it said.

While a company "cannot be managed by shareholder referendum", investor confidence is an important factor in proper functioning of capital markets, the OECD said.

The GC100 and Investor Group, a working group which brings together leading institutional investors and some of the most senior general counsel and in-house lawyers working for FTSE100 companies, published a statement in December 2014 that updated its views on executive remuneration. The group emphasised the importance of listed companies ensuring, and explaining how, their executive pay and remuneration policies support the company's long-term strategy.

In October 2014, the Investment Management Association set out its stance on payment of "allowances" in new guidelines on executive pay, saying that variable "allowances" should generally not be included as part of directors' fixed pay because they are "inconsistent with the spirit of simplicity, clarity and pay for performance".

Other new principles cover the quality of supervision and enforcement, and the role of stock markets in supporting good corporate governance. Cross border listings are covered, along with the use of information technology in shareholder meetings, and stakeholders' rights to information.

Board training and evaluation are covered in new principles, and the OECD recommends establishing specialised board committees in areas such as remuneration, audit and risk management.

The principles were first developed by the OECD in 1999 and have become an international reference point, the OECD said.

The review of the principles was launched in 2013, with all G20 countries invited to participate along with international institutions including the Basel Committee, the Financial Stability Board’s (FSB) and the World Bank.

"In today’s global and highly interconnected world of business and finance, creating trust is something that we need to do together," OECD secretary-general Angel Gurría said.

"The new principles represent a shared understanding of what constitutes good corporate governance. Now the priority is to put the principles to good use and ensure better functioning financial markets," he said.