日期:2018-01-13 / 人气: / 来源:http://www.rzfanyi.com/ 作者:译声翻译公司



  The OECD Principles of Corporate Governance were endorsed by OECD Ministers in 1999 and have since become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both OECD not OECE countries. The Financial Stability Forum has designed the Principles as one of the 12 key standards for sound financial systems. The Principles also provide the basis for an extensive programme of corporation between OECE and non-OECD countries and underpin the corporate governance component of World Bank/IMF Reports on the Observance of Standards and Codes (ROSC).

  OECD《公司治理准则》在1999年发布以来,已经成为全球政策制定者、投资者、企业和其他利益相关者的一个国际性的基准。在OECD和非OECD国家,都在为改善公司治理纪录,主动对法律和规章制定指导细节。“金融稳定论坛”已经将本准则作为衡量“健全的金融系统的十二个基本标准”之一。本准则也为OECD和非OECD国家企业的各种应对方案提供了一个基础,并构成了世界银行(World Bank)和国际货币基金组织(IMF)的《关于标准和规范遵守情况的报告》(ROSC)中有关公司治理的一部分。

  The Principles have now been thoroughly reviewed to take account of recent developments and experiences in OECD member and non-member countries. Policy makers are now more aware of the contribution good corporate governance makes to financial market stability, investment and economic growth. Companies better understand how good corporate governance contributes to their competitiveness. Investors – especially collective investment institutions and pension funds acting in a fiduciary capacity – realize they have a role to play in ensuring good corporate governance practices, thereby underpinning the value of their investments. In today’s economies, interest in corporate governance goes beyond that of shareholders in the performance of individual companies. As companies play a pivotal role in our economies and savings and secure retirement incomes, good corporate governance is important to broad and growing segments of population.


  The review of the Principles was undertaken by the OECD Steering Group on Corporate Governance under a mandate from OECD Ministers in 2002. The review was supported by a comprehensive survey of how member countries addressed the different corporate governance challenges they faced. It also drew on experiences in economies outside the OECD area where the OECD, in co-operation with the World Bank and other sponsors, organizes Regional Corporate Governance Roundtables to support regional reform efforts.


  The review process benefited from contributions from many parties. Key international institutional institutions participated and extensive consultations were held with the private sector, labour, civil society and representatives from non-OECD countries. The process also benefited greatly from the insights of internationally recognized experts who participated in two high level informal gatherings I convened. Finally, many constructive suggestions were received when a draft of the Principles was made available for public comment on the internet.


  The Principles are a living instrument offering non-binding standards and good practices as well as guidance on implementation, which can be adapted to the specific circumstances of individual countries and regions. The OECD offers a forum for ongoing dialogue and exchange of experiences among member and non-member countries. To stay abreast of constantly changing circumstances, the OECD will closely follow developments in corporate governance, identifying trends and seeking remedies to new challenges.

  These Revised Principles will further reinforce OECD’s contribution and commitment to collective efforts to strengthen the fabric of corporate governance around the world in the years ahead. This work will not eradicate criminal activity, but such activity will be made more difficult as rules and regulations are adopted in accordance with the Principles.

  Importantly, out efforts will also help develop a culture of values for professional and ethical behaviour on which well functioning markets depend. Trust and integrity play an essential role in economic life and for the sake of business and future prosperity we have to make sure that they are properly rewarded.




  Donald J. Johnston OECD Secretary-General秘书长

  Table of Contents目 录


  Part One The OECD Principles of Corporate Governance第一部分 OECD公司治理准则

  I. Ensuring the Basis for an Effective Corporate Governance Framework


  II. The Rights of Shareholders and Key Ownership Functions


  III. The Equitable Treatment of Shareholders股东的公平待遇

  IV. The Role of Stakeholders in Corporate Governance在公司治理中利益相关者的角色

  V. Disclosure and Transparency信息披露和透明度

  VI. The Responsibilities of the Board董事会的责任

  Part Two Annotations to the OECD Principles of Corporate Governance

  第二部分 OECD公司治理准则注解

  Part One The OECD Principles of Corporate Governance第一部分 OECD公司治理准则

  I. Ensuring the Basis for an Effective Corporate Governance Framework


  II. The Rights of Shareholders and Key Ownership Functions


  III. The Equitable Treatment of Shareholders股东的公平待遇

  IV. The Role of Stakeholders in Corporate Governance在公司治理中利益相关者的角色

  V. Disclosure and Transparency信息披露和透明度

  VI. The Responsibilities of the Board董事会的责任

  OECD Principles of Corporate Governance OECD公司治理准则简介

  The OECD Principles of Corporate Governance were originally developed in response to a call by the OECD Council Meeting at Ministerial level on 27-28 April to 1998, to develop, in conjunction with national governments, other relevant international organizations and the private sector, a set of corporate governance standards and guidelines. Since the Principles were agreed in 1999, they have formed the basis for corporate governance initiatives in both OECD and non-OECD countries alike. Moreover, they have been adopted as one of the Twelve Key Standards for Sound Financial Systems by the Financial Stability Forum. Accordingly, they form the basis of the corporate governance component of the World Bank/IMF Reports on the Observance of Standards and Codes (ROSC).


  The OECD Council Meeting at Ministerial Level in 2002 agreed to survey developments in OECD countries and to assess the Principles in light of developments in corporate governance. This task was entrusted to the OECD Steering Group on Corporate Governance, which comprises representatives from OECD countries. In addition, the World Bank, the Bank for International Settlements (BIS) and the International Monetary Fund (IMF) were observers to the Group. For the assessment, the Steering Group also invited the Financial Stability Forum, the Basel Committee, and the International Organization of Securities Commissions (IOSCO) as ad hoc observers.

  OECD部长级理事会在2002年同意调查OECD国家的进展,同时评估本准则在公司治理进展中得到的新理念。这项任务委托给了OECD的公司治理指导团队,其中包括来自OECD国家的代表。另外,世界银行(World Bank)、国际结算银行(BIS)、世界货币基金组织(IMF)都是这个团队的观察员。为了全面评估,指导团队也邀请了金融稳定论坛(Financial Stability Forum)、巴塞尔委员会(Basel Committee)、国际证监会组织(IOSCO)作为特别观察员。

  In its review of the Principles, the Steering Group has undertaken comprehensive consultations and has prepared with the assistance of members the Survey of Developments in OECD Countries. The consultations have included experts from a large number of countries which have participated in the Regional Corporate Governance Roundtables that the OECD organizes in Russia, Asia, South East Europe, Latin America and Eurasia with the support of the Global Corporate Governance Forum and others, and in co-operation with the World Bank and other non-OECD countries as well. Moreover, the Steering Group has consulted a wide range of interested parties such as the business sector, investors, professional groups at national and international levels, trade unions, civil society organisations and international standard setting bodies. A draft version of the Principles was put on the OECD website for public comment and resulted in a large number of responses. These have been made public on the OECD web site.

  在重审本准则的过程中,指导团队承诺广泛咨询和准备协助参与“OECD国家发展调查”(Survey of Developments in OECD Countries)的成员。参加咨询的包括许许多多来自各国的专家,他们有OECD组织在俄国、亚洲、南部东欧、拉丁美洲的已经参与“公司治理地区圆桌会议”(Regional Corporate Governance Roundtables)的专家,以及欧亚大陆支撑“全球公司治理论坛”(Global Corporate Governance Forum)的其他专家,有世界银行的合作者,也有非OECD国家的专家。而且,指导团队也与广泛的利益团体进行了协商,比如:商业部门、投资者、专业团体、在国家和国际层面上的贸易联合体、市民社会组织和国际标准制定机关等等。本准则的草案被放到OECD的网站上已引起公开的讨论,结果导致了大量的反馈。这些已经在OECD的网站上公开发布。

  On the basis of the discussions in the Steering Group, the Survey and the comments received during the wide ranging consultations, it was concluded that the 1999 Principles should be revised to take into account new developments and concerns. It was agreed that the revision should be pursued with a view to maintaining a non-binding principles-based approach, which recognizes the need to adapt implementation to varying legal economical and cultural circumstances. The revised Principles contained in this document thus build upon a wide range of experience not only in the OECD area but also in non-OECD countries.


  Preamble导 言

  The Principles are intended to assist OECD and non-OECE governments in their efforts to evaluate and improve the legal, institutional and regulatory framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. The Principles focus on publicly traded companies, both financial and non-financial. However, to the extent they are deemed applicable, they might also be a useful tool to improve corporate governance in non-traded companies, for example, privately held and state-owned enterprises. The Principles represent a common basis that OECD member countries consider essential for the development of good governance practices. They are intended to be concise, understandable and accessible to the international community. They are not intended to substitute for government, semi-government or private sector initiatives to develop more detailed “best practice” in corporate governance.


  Increasingly, the OECD and its member governments have recognized the synergy between macroeconomic and structural policies in achieving fundamental policy goals. Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. The presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. As a result, the cost of capital is lower and firms are encouraged to use resources more efficiently, thereby underpinning growth.


  Corporate governance is only part of the larger economic context in which firms operate that includes, for example, macroeconomic policies and the degree of competition in product and factor markets. The corporate governance framework also depends on the legal, regulatory, and institutional environment. In addition, factors such as business ethics and corporate awareness of the environmental and societal interests of the communities in which a company operates can also have an impact on its reputation and its long-term success.


  While a multiplicity of factors affect the governance and decision-making processes of firms, and are important to their long-term success, the Principles focus on governance problems that result from the separation of ownership and control. However, this is not simply an issue of the relationship between shareholders and management, although that is indeed the central element. In some jurisdictions, governance issues also arise from the power of certain controlling shareholders over minority shareholders. In other countries, employees have important legal rights irrespective of their ownership rights. The Principles therefore have to be complementary to a broader approach to the operation of checks and balances. Some of the other issues relevant to a company’s decision-making processes, such as environmental, anti-corruption or ethical concerns, are taken into account but are treated more explicitly in a number of other OECD instruments (including the Guidelines for Multinational Enterprises and the Convention on Combating Bribery of Foreign Public Officials in International Transactions) and the instruments of other international organisations.


  Corporate governance is affected by the relationships among participants in the governance system. Controlling shareholders, which may be individuals, family holdings, bloc alliances, or other corporations acting through a holding company or cross shareholdings, can significantly influence corporate behaviour. As owners of equity, institutional investors are increasingly demanding a voice in corporate governance in some markets. Individual shareholders usually do not seek to exercise governance rights but may be highly concerned about obtaining fair treatment from controlling shareholders and management. Creditors play an important role in a number of governance systems and can serve as external monitors over corporate performance. Employees and other stakeholders play an important role in contributing to the long-term success and performance of the corporation, while governments establish the overall institutional and legal framework for corporate governance. The role of each of these participants and their interactions vary widely among OECD countries and among non-OECD countries as well. These relationships are subject, in part, to law and regulation and, in part, to voluntary adaptation and, most importantly, to market forces.


  The degree to which corporations observe basic principles of good corporate governance is an increasingly important factor for investment decisions. Of particular relevance is the relation between corporate governance practices and the increasingly international character of investment. International flows of capital enable companies to access financing from a much larger pool of investors. If countries are to reap the full benefits of the global capital market, and if they are to attract long-term “patient” capital, corporate governance arrangements must be credible, well understood across borders and adhere to internationally accepted principles. Even if corporations do not rely primarily on foreign sources of capital, adherence to good corporate governance practices will help improve the confidence of domestic investors, reduce the cost of capital, underpin the good functioning of financial markets, and ultimately induce more stable sources of financing.


  There is no single model of good corporate governance. However, work carried out in both OECD and non-OECD countries and within the Organisation has identified some common elements that underlie good corporate governance. The Principles build on these common elements and are formulated to embrace the different models that exist. For example, they do not advocate any particular board structure and the term “board” as used in this document is meant to embrace the different national models of board structures found in OECD and non-OECD countries. In the typical two tier system, found in some countries, “board” as used in the Principles refers to the “supervisory board” which “key executives” refers to the “management board”. In systems where the unitary board is overseen by an internal auditor’s body, the principles applicable to the board are also, mutatis mutandis, applicable. The terms “corporation” and “company” are used interchangeably in the text.

  The Principles are non-binding and do not aim at detailed prescriptions for national legislation. Rather, they seek to identify objectives and suggest various means for achieving them. Their purpose is to serve as a reference point. They can be used by policy makers as they examine and develop the legal and regulatory frameworks for corporate governance that reflect their own economic, social, legal and cultural circumstances, and by market participants as they develop their own practices.


  The Principles are evolutionary in nature and should be reviewed in light of significant changes in circumstances. To remain competitive in a changing world, corporations must innovate and adapt their corporate governance practices so that they can meet new demands and grasp new opportunities. Similarly, governments have an important responsibility for shaping an effective regulatory framework that provides for sufficient flexibility to allow markets to function effectively and to respond to expectations of shareholders and other stakeholders. It is up to governments and market participants to decide how to apply these Principles in developing their own frameworks for corporate governance, taking into account the costs and benefits of regulation.


  The following document is divided into two parts. The Principles presented in the first part of the document cover the following areas: I) Ensuring the basis for an effective corporate governance framework; II) The rights of shareholders and key ownership functions; III) The equitable treatment of shareholders; IV) The role of stakeholders; V) Disclosure and transparency; and VI) The responsibilities of the board. Each of the sections is headed by a single Principle that appears in bold italics and is followed by a number of supporting sub-principles. In the second part of the document, the Principles are supplemented by annotations that contain commentary on the Principles and are intended to help readers understand their rationale. The annotations may also contain descriptions of dominant trends and offer alternative implementation methods and examples that may be useful in making the Principles operational.



  Part One The OECD Principles of Corporate Governance第一部分 OECD公司治理准则

  I.Ensuring the Basis for an Effective Corporate Governance Framework


  The corporate governance framework should promote transparent and efficient markets, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities.


  A. The corporate governance framework should be developed with a view to its impact on overall economic performance, market integrity and the incentives it creates for market participants and the promotion of transparent and efficient markets.

  B. The legal and regulatory requirements that affect corporate governance practices in a jurisdiction should be consistent with the rule of law, transparent and enforceable.

  C. The division of responsibilities among different authorities in a jurisdiction should be clearly articulated and ensure that the public interest is served.

  D. Supervisory, regulatory and enforcement authorities should have the authority, integrity and resources to fulfill their duties in a professional and objective manner. Moreover, their ruling should be timely, transparent and fully explained.





  II. The Rights of Shareholders and Key Ownership Functions股东的权利和所有权作用的关键

  The corporate governance framework should protect and facilitate the exercise of shareholders’ rights.


  A. Basic shareholder rights should include the right to: 1) secure methods of ownership registration; 2) convey or transfer shares; 3) obtain relevant and material information on the corporation on the corporation on a timely and regular basis; 4) participate and vote in general shareholder meetings; 5) elect and remove members of the board; and 6) share in the profits of the corporation.

  B. Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: 1) amendments to the statutes, or articles of incorporation or similar governing documents of the company; 2) the authorization of additional shares; and 3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company.

  C. Shareholders should have the opportunity to participate effectively and vote in general shareholder meeting and should be informed of the rules, including voting procedures, that govern general shareholder meetings:


  (6) 股东应该具有参与权、充分告知权、有关企业重大改变的决策权。这些重大改变包括:①修改法规、公司章程、其他类似的公司管理文件;②授权增发股份;③特别交易,包括转让全部或大部分资产、而这将造成公司被出售的结果。


  1. Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.

  2. Shareholders should have the opportunity to ask question to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.

  3. Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval.

  4. Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.

  i. 股东应当及时收到关于股东大会举行的日期、地点、议程等充分的信息,也包括关于会议决定的事项的充分及时的信息。

  ii. 股东应当有机会对董事会提出问题,包括对于年度审计报告、在股东大会议程中增加项目、对提议的决议案、对于适当的限制条件等问题。

  iii. 在公司治理决策的关键点上,例如选举和任命董事会成员,有效的股东参与应该被推进。在董事会成员和关键经理人员的薪酬政策上,股东应该能够使得他们的观点被大家知道。对董事会成员和员工的报酬安排的公正程度应当是股东核准的前提。

  iv. 股东可以亲自投票、也可以缺席投票,两者都赋予投票结果以同等效力。

  D. Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

  E. Markets for corporate control should be allowed to function in an efficient and transparent manner.

  1. The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.

  2. Anti-take-over devices should not be used to shield management and the board from accountability.

  F. The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.

  1. Institutional investors acting in a fiduciary capacity should disclose their overall 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.

  2. 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.

  G. Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.



  i. 用来规范在资本市场上获得公司控制权和非常规交易,如购并、公司主要资产的出售等的规则和程序,应该明确制定和披露,以便投资者理解他们的权利和追索权。交易应该在透明的价格和公平的条件下进行,以便所有股东依照他们的类别保护他们的权利。

  ii. 反购并机制不应用于使经营层和董事会免受监督。


  i. 机构投资者在受托人的地位上的行为,应该公开他们涉及投资的全部公司治理和投票的策略,包括决定使用他们投票权的适当程序。



  III. The Equitable Treatment of Shareholders股东的公平待遇

  The corporate governance framework should 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.


  A. All shareholders of the same series of a class should be treated equally.

  1. Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected.

  2. Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress.

  3. Votes should be cast by custodians or nominees in a manner agreed upon with the beneficial owner of the shares.

  4. Impediments to cross border voting should be eliminated.

  5. Processes and procedures for general shareholder meetings should allow for equitable treatment of all shareholders. Company procedures should not make it unduly difficult or expensive to cast vote.

  B. Insider trading and abusive self-dealing should be prohibited.

  C. Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation.


  i. 在同一类别任何系列内,所有的股份都应该具有同样的权利。所有的投资者在他们购买之前都应该获得有关全部类别和系列股份所赋有的权利的信息。在投票权上的任何改变都应该由受到负面影响的股份类别核准。

  ii. 对于控股股东滥用行为造成的利益上的直接或间接伤害,小股东应当受到保护,并且应该有有效的补偿方法。

  iii 选举应该在有表决权的股权所有者协商同意的方式上由托管人和代理人投票。

  iv. 对远程投票的妨碍应当被去除。

  v. 普通股东大会的过程和程序应该对所有股东都公平对待。公司程序不应使得投票过分复杂困难和花费昂贵。



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