Public Consultation on  
          Draft Revisions to the G20/OECD 
          Principles of Corporate Governance 
                      19 September – 21 October 2022 
         PUBLIC CONSULTATION ON DRAFT REVISIONS TO THE G20/OECD PRINCIPLES OF CORPORATE GOVERNANCE 
                                   Table of contents 
             Introduction                                                                           3
             About the Principles                                                                   6
             I. Ensuring the basis for an effective corporate governance framework                 10
             II. The rights and equitable treatment of shareholders and key ownership functions    15
             III. Institutional investors, stock markets, and other intermediaries                 23
             IV. Disclosure and transparency                                                       28
             V. The responsibilities of the board                                                  35
             VI. Sustainability and resilience                                                     44
                         PUBLIC CONSULTATION ON DRAFT REVISIONS TO THE G20/OECD PRINCIPLES OF CORPORATE GOVERNANCE 
                                                                                                    | 3 
              Introduction 
                                                                                                   1
             1.    This document presents draft revisions to the G20/OECD Principles of Corporate Governance  
             (hereafter, “G20/OECD Principles” or “Principles”). They are hereby submitted for public consultation. 
             Interested organisations or individuals are invited to provide comments until the end of the public 
             consultation on 21 October.  
             2.    These draft revisions are a work in progress and may differ from any final revisions agreed. The 
             draft revisions have been prepared by the OECD Secretariat and discussed by the OECD Corporate 
             Governance Committee2
                                  , which wishes to benefit from wider input from the public, relevant policy 
             communities, and stakeholders at the present stage and before considering further revisions.  
             3.    All comments and input received in the present public consultation, as well as comments received 
             from parallel consultations with other OECD Committees, will be taken into account by the Corporate 
             Governance Committee in its discussions regarding revising the Principles moving forward.  
              
             Terms of reference for the review 
             4.    The OECD Corporate Governance Committee agreed to review the G20/OECD Principles in April 
             2021. In October 2021, G20 Leaders at the G20 Summit3
                                                            and OECD Ministers at the Meeting of the OECD 
                                   4
             Council at Ministerial Level  supported the decision to review the G20/OECD Principles. In February 2022, 
             the Corporate Governance Committee finalised Terms of Reference and a Roadmap for the review. (See 
             the summary timeline below for more detailed information). 
                                                                          5
             5.    The Terms of Reference identified ten priority areas for the review : 
                   •   Corporate ownership trends and increased concentration 
                   •   The management of environmental, social and governance (ESG) risks 
                   •   The role of institutional investors and stewardship 
                   •   The growth of new digital technologies and emerging opportunities and risks 
                   •   Crisis and risk management 
                   •   Excessive risk taking in the non-financial corporate sector 
                   •   The role and rights of debtholders in corporate governance 
                   •   Executive remuneration 
                   •   The role of board committees 
                   •   Diversity on boards and in senior management. 
                 
                                         
             1
               As set out in the appendix to the Recommendation of the Council on Principles of Corporate Governance 
             [OECD/LEGAL/0413] 
             2
               For more information on the OECD Corporate Governance Committee, including its membership, see 
             https://www.oecd.org/corporategovernancecommittee.htm 
             3
              G20 Rome Leaders’ Declaration, 30-31 October 2021 
             4
              2021 Ministerial Council Statement, 5-6 October 2021 
             5
              For more information on the Terms of Reference and Roadmap, see the OECD Secretary-General Report to G20 
             Finance Ministers and Central Bank Governors on the Review of the G20/OECD Principles of Corporate Governance 
             PUBLIC CONSULTATION ON DRAFT REVISIONS TO THE G20/OECD PRINCIPLES OF CORPORATE GOVERNANCE 
                                                                                                         
                       4 |       
                        
                       6.          The draft revisions and the new Chapter VI presented in this document address the ten priorities 
                       identified by the Committee. The draft revisions are also informed by discussions of the Committee on how 
                       to address the priorities in the draft revisions. 
                        
                       Issues papers 
                       7.          To inform the Committee’s discussions on the ten priority areas, the OECD Secretariat prepared 
                       a set of issues papers on: 
                              (i)     Climate change and corporate governance 
                              (ii)    Corporate ownership and concentration 
                              (iii)  Gender diversity on company boards and in senior management 
                              (iv)  The role of board-level committees in corporate governance 
                              (v)  Digitalisation and corporate governance 
                              (vi)  Institutional investors and stewardship 
                              (vii)  The role and rights of debtholders in corporate governance 
                       8.          The full set of papers is released publicly concomitantly with the public consultation on the draft 
                       revisions. The papers can be used to inform interested parties’ review and comments on the draft revisions. 
                       Comments on the papers are not called for. 
                        
                       Commenting on the proposed revisions 
                       9.          Individuals or organisations interested in commenting on the draft revisions should submit their 
                       comments  in writing by no later than 21  October 2022.  Comments should be sent by e-mail to 
                       CorporateGovernance&CorporateFinance@oecd.org. 
                       10.         All comments received, including the name of the individual and/or institution, will be made public 
                       on the OECD’s webpage dedicated to the review of the Principles (https://www.oecd.org/corporate/review-
                       oecd-g20-principles-corporate-governance.htm) following the consultation period, unless an explicit 
                       request not to make them public is made by the individual and/or institution. 
                        
                       Next steps after the consultation 
                       11.         Comments and input received on the draft revisions will be taken into account by the Corporate 
                       Governance Committee in its discussions regarding revising the Principles moving forward. 
                       12.         The Committee has set as a target to agree on revised Principles in March 2023 for OECD Council 
                       adoption and G20 endorsement in Q2-Q3 2023. (See the summary timeline below for more detailed 
                       information). 
                        
                       Summary timeline of the review 
                       2021 
                             •     April: OECD Corporate Governance Committee decision to review the G20/OECD Principles of 
                                   Corporate Governance 
                             •     October: G20 Leaders and OECD Ministers support for decision to review the Principles 
                             •     November: Committee discussions on the review 
                        
                                            PUBLIC CONSULTATION ON DRAFT REVISIONS TO THE G20/OECD PRINCIPLES OF CORPORATE GOVERNANCE