2013年ACCA考试辅导：P1International codes解析

International codes and principles of corporate governance

- Relevant to paper P1

        Part 1 – the objective and limitations

        Introduction

        An international statement of principles seeks to establish minimum standards of corporate governance that should apply in all countries. Its main aim is therefore to raise standards in the ‘worst’ countries towards the standards that already exist in the ‘best’ countries.

        The result of encouraging better standards of corporate governance should be that: better governance will attract more investment from global investors

        Objectives of the OECD Principles

        The OECD Principles are published by the Organisation for Economic Co-operation and Development, and they are intended to:

        assist governments of countries to improve the legal, regulatory and institutional framework for corporate governance in their countries, and

        provide guidance to stock exchanges, investors and companies on how to implement best practice in corporate governance.

        The members of the OECD are governments of about 30 economically-developed countries, and its objective is to encourage the development of the world economy. The OECD has recognised that a key to economic development in any country is an efficient market economy in which investors have confidence to invest their money. The introduction to the OECD Principles makes a link between corporate governance and economic growth:

        ‘Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence…. 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 efficiently, thereby underpinning growth.’    Shareholder rights. The rights of all shareholders should be protected, including the rights of minority shareholders and foreign shareholders. If a company diverges from a ‘one share one vote’ standard of voting, so that some shareholders have voting power that is disproportionate to the amount of shares they hold, this should be explained and justified by the company. The voting system should enable all shareholders to exercise their votes: the ICGN therefore encourages initiatives to allow voting by telecommunications or other electronic channels.

        The board of directors. All directors must act in the best interests of the company and should be accountable to the shareholders as a whole. A wellgoverned company has independent-minded directors and there should be a strong presence of independent non-executive directors on the board.

        Corporate citizenship and the ethical conduct of business. The ICGN Principles support the concept of ‘corporate citizenship’ and also the ethical conduct of business by companies. Companies should comply with the law and the board of directors is responsible for maintaining a culture of integrity.

        Limitations of international codes or statements of principles

        International statements of principle about corporate governance establish minimum acceptable standards of corporate governance, but they have several limitations.

        Because they apply to all countries, they can only state general principles. They cannot give detailed guidelines, and so are not specific. Since they are not specific, they are possibly of limited practical value.

        Their main objective is to raise standards of corporate governance in the ‘worst’ countries. They have less relevance for countries where corporate governance standards are above the minimum standard.

        Unlike national laws and codes of corporate governance, there is no regulatory authority for international statements of principle. The principles therefore lack any ‘force’. In specific countries, by contrast, there may be a supervisory body or regulatory body with specific responsibility for encouraging or enforcing corporate governance practices.