Proceedings

set out by the OECD in a general manner, each Member State being able to apply
them according to specific national circumstances.
To analyze the evolution of principles issued by the OECD, in the table below we
present the codes adopted since 1999, the last update being in September 2005,
according to European Corporate Governance Institute (see table 1). It is noted in the
presented situation that the five principles of corporate governance, adopted in 1999,
were completed both with three principles (or rules), and a general framework, issued
within five years of the first initiative in this direction. Of course, in addition, some
nuances have taken place in expressing, some of them quite significant. In this sense,
if in 1999, the term “corporate governance rules” was used, the version of the 2004
Code used the phrase “corporate governance regime”. In addition, very importantly, a
new formulation is introduced, “must” instead of “should”, therefore the corporate
governance principles are becoming imperative, these no longer being seen as
recommendations. Consequently, improved versions of the Codes issued by the
OECD increase the value of corporate governance principles and contribute to
international financial stability.
Table 1. The evolution of corporate governance principles according to OECD
Corporate governance code
Principles and regulations May
1999
Jan
2004
Apr
2004
Dec
2004
Sept 2005
1. The shareholders’ rights and their key
positions
* * * * *
2. Fair treatment of shareholders * * * * *
3. The role of stakeholders in the corporate
governance
* * * * *
4. Transparency and dissemination of
information
* * * * *
5. The responsibility of the Board of Directors * * * * *
6. Ensuring an effective legal framework for
the companies in the Member States
* *
7. The state in the position of shareholder * *
8. Fair treatment of all stakeholders * *
General framework for corporate
governance
* * * *
Given the different goals of the reform of the corporate governance on the American
continent, the question of convergence of these systems was asked, especially for the
reason that the business environment has features in common, without excluding
management errors, accounting manipulation, bankruptcy, loss of value of assets,
massive layoffs of employees, etc. In this respect, OECD has developed a guide for
the convergence of corporate governance codes, which contains a minimal set of six
rules applicable to listed companies, namely:
• applying the principle of comply or explain;
• defining the audit functions and establishing limits of action for auditors;
• improving transparency;
• defining conflicts of interest and their control;
• improving and simplifying voting procedures and increasing the role of
General Meeting of Shareholders;
• increasing the role of independent directors (non-executive directors) in the
company.
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