G20 leaders meeting in New Delhi in India at the weekend may have been preoccupied with the war in Ukraine, trade deals and global power, but there was one thing they managed to achieve: endorsement of new corporate governance principles for the world to use.
The heads of state endorsed the Organization for Economic Cooperation and Development’s corporate governance principles, which have been revised and will now be handed over to member states.
The new principles include a fresh chapter covering the responsibility of boards to disclose sustainability information, as well as confronting a host of other issues such as diversity, risk management and the interests of non-shareholder stakeholders.
The new code also “encourages” the use of digital technologies in corporate governance.
‘Renewed international consensus’
The OECD’s secretary-general, Mathias Cormann, said: “The revised principles mark a significant, renewed international consensus and a strong desire from all OECD and G20 members to strengthen guidance on companies’ sustainability and resilience to help them support the green transition.”
The OECD invites companies to make disclosures that should be to “internationally recognised standards” and should be made if it is considered “material”—“if it can be reasonably expected to influence an investor’s assessment of a company’s value, investment or voting decisions”.
To close observers, the sustainability chapter came as little surprise, though some were disappointed. Academics Barnali Choudhury and Martin Petrin worry that they offer “short shrift” to sustainability concerns, as if they were “merely box-ticking”.
That aside, the OECD principles set a minimum standard and will be considered by regulators and policymakers in 49 jurisdictions.
UK corporate governance
Countries like the UK tend not to rely on the OECD, forging ahead with their own codes. The UK Corporate Governance Code is currently under review , mostly for issues relating to audit reform, including a new internal controls regime.
On other measures, the code now tackles “overboarding” and emphasises the need for audit committees to follow the requirements of new standards issued earlier this year.
The UK code also strengthens the encouragement to board chairs to commission board performance reviews.
Codes don’t solve every problem and they almost always take the form of guidance or, as in the UK, should be considered on a “comply or explain” basis. But they do not set expectations.