By Organization for Economic Cooperation &
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Additional info for Corporate Governance of State-Owned Enterprises: A Survey Of OECD Countries
Acknowledge the central role played by Boards of Directors: ● unify their status (same rights and responsibilities for all board members) and reaffirm the collective responsibility of boards; ● decrease their size (maximum 12); ● limit state representatives to half of the board; ● at least two “external” board members; ● at least two representatives of employees if state has a majority of shares; ● have clear procedures for board; ● remuneration of the board decided by GSM. C. Set up specialised committees: ● establish quickly audit and nomination/remuneration committees; ● at least two external members in the audit committee; ● ensure policy for selection and development of directors.
This dual model used to be the most common until very recently. It still exists in a number of OECD countries, including Greece, Italy, Korea, Mexico, New Zealand and Turkey. It is evolving progressively towards a centralised system in Australia (cf. 3), and is being reformed into a centralised model in France in 2004-05 (cf. 6 below). This dual model differs from the de-centralised model where different sector ministries are responsible for their respective SOEs, with one ministry being “more equal than others” and ensuring co-ordination and overall policy, such as in Germany and Finland.
It helps in implementing unified guidelines regarding disclosure, board nomination or executive remuneration. It also helps in unifying practices among Ministries in areas such as board representation. ● Third, centralisation has been a major force towards the elaboration of centralised or aggregate financial reporting on state ownership. The few countries which have a high standard of overall and aggregate reporting on SOEs are usually those that have already or are in the process of centralising the ownership function, such as Sweden, France and Norway.