Foreword

This report presents the results of a set of thematic peer reviews based on the G20/OECD Principles of Corporate Governance. The theme of the reviews is the availability of flexibility and proportionality measures that can be used when implementing key areas of corporate governance regulation such as company law and securities regulation. The regulatory areas that are covered by the report are 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; disclosure of major shareholdings; takeovers, and pre-emptive rights. The report covers 39 jurisdictions and in-depth case studies of Italy, Japan, Portugal, Sweden, the United Kingdom and the United States.

The report has been prepared by the OECD Corporate Governance Committee under the chairmanship of Masato Kanda. Secretariat support has been provided by Akito Konagaya, Héctor Lehuedé and Serdar Çelik, under the direction of Mats Isaksson, at the Corporate Governance and Corporate Finance Division of the OECD.

The purpose of the Corporate Governance Committee's thematic peer reviews is to facilitate effective implementation of the G20/OECD Principles of Corporate Governance and to help policy makers, regulators and market participants to respond to developments that may influence the relevance and effectiveness of their existing corporate governance framework.