Board Member Nomination and Ele - OECD

Description

Foreword Table of contents Executive summary Assessment and recommendations Part I. Overall situation and lessons from the reviewed economies Chapter1. Implementing the OECD Principles of Corporate Governance in diverse institutional and legal conditions 1.1. The perspective of the principles 1.2. The perspective of reviewed jurisdictions Box 1.1. Nominating and voting systems for independent directors: some examples of special procedures Figure 1.1. European board composition (by category of director) 1.3. The perspective of other jurisdictions Table 1.1. Board Independence Table 1.2. Nomination by shareholders before the AGM Table 1.3. Nomination committee Table 1.4. Voting mechanisms Notes Bibliography Part II. Country reviews of the corporate governance framework of listed companies and board nomination and election practices Chapter2. Indonesia: Review of board nomination and election practices 2.1. Introduction 2.2. Corporate governance framework Table 2.1. Number of commissioners and directors on the boards Table 2.2. Educational background of commissioners and directors 2.3. Board nomination processes and shareholders’ rights 2.4. Shareholders’ right to elect board members 2.5. Degree of disclosure about the nomination and election process 2.6. Overall functioning 2.7. Assessment and conclusions Bibliography Chapter3. Korea: Review of board nomination and election practices 3.1. Introduction 3.2. Corporate governance framework 3.3. Board nomination processes 3.4. Shareholders’ right to elect board members 3.5. Degree of disclosure about the nomination and election process 3.6. Overall functioning Box 3.1. Corporate governance-related enforcement relevant to board duties and appointments 3.7. Assessment and conclusions Notes Bibliography Chapter4. The Netherlands: Review of board nomination and election practices 4.1. Introduction 4.2. Corporate governance framework Table 4.1. Company share voting concentration in Dutch AEX companies Box 4.1. Board structures and appointment rights in the Netherlands Box 4.2. The Role of the Judiciary in Shareholder-Company Disputes in the Netherlands 4.3. Board nomination processes and shareholders’ rights 4.4. Shareholders’ right to elect board members 4.5. Degree of disclosure about the nomination and election process 4.6. Overall functioning 4.7. Assessment and conclusions Notes Bibliography Chapter5. United States of America: Review of board nomination and election practices 5.1. Introduction 5.2. Corporate governance framework Figure 5.1. Incidence of shareholder control Figure 5.2. Evolution of corporate ownership in the United States 5.3. Board nomination processes and shareholders’ rights Table 5.1. Independent director backgrounds Figure 5.3. Recent trends in NYSE and Nasdaq Top 100 companies Figure 5.4. Recent trends in S&P 500 companies 5.4. Shareholders’ right to nominate and elect board members Box 5.1. The proxy process Figure 5.5. Majority vote in US companies Figure 5.6. Contested elections in the US Box 5.2. The proxy access litigation 5.5. Disclosure about the nomination and election process 5.6. Overall functioning Box 5.3. Boards under founders’ control 5.7. Assessment and conclusions Notes Bibliography Annex Comparison of US principles equivalent to reviewed OECD principles