19-20 April 2005, Istanbul, Turkey
This meeting, held on 19-20 April 2005, was organised by the OECD with the support of the Government of Japan, and brought together policy makers, business leaders, and other experts to discuss the policy implications of the debate on corporate governance of non-listed companies. Their views constitute a unique contribution to the debate and research on corporate governance in this area. The presence of participants from 36 countries from around the globe attests to the great interest in the subject. This participation is a product of strong demand expressed by participants in the Regional Corporate Governance Roundtables for the OECD to pursue work on corporate governance of non-listed companies.
The papers presented at this meeting were published in Corporate Governance of Non-Listed Companies in Emerging Markets.
The opportunities and challenges for corporate governance of Non-listed Companies
Mr. Mats Isaksson, Head of the Corporate Affairs Division, OECD
Part 1: What are the corporate governance characteristics of NLCs?
Michiel L. Alewijnse, CEO, Alpheios Consulting & Coaching for Change, Mimech Holding b.v., Netherlands
Key note presentation on legal forms/ownership patterns
Mr. Erik VERMEULEN, Lecturer, Faculty of Law, Department of Private Law, University of Tilburg, The Netherlands
Session A: What are different ownership and control structures of NLCs?
Panel discussion on:
(i) What are the various means and techniques for allocation of influence, also for minority shareholders (e.g. rights of first refusal, shareholder agreements, blocking rights, and information rights)?
(ii) How are voting rights and cash-flow rights distributed?
(iii) Is there a need for minority shareholder protection in NLCs, (e.g. of buy-outs, squeeze-outs, and exit)? (iv) If so, what are the governance challenges?
Session B: How is professional management monitored?
Panel discussion on boards and management:
(i) What is the evolving role of the board versus shareholders in monitoring management in NLCs that are majority owned?
(ii) Do NLCs make use of committees?
(iii) How are boards composed (e.g. dependent and independent directors) to fulfil a meaningful role?
Session C: What are the transparency requirements for NLCs?
Panel discussion on disclosure:
(i) What are the requirements for financial/non-financial information for investors?
(ii) How does the provision of information work in NLCs where shareholders have full access to the books? Does this work? What are the challenges?
(iii) How is confidential information contained?
(iv) What should be given to company registrars or other authorities and why?
Part 2: What are the driving forces for changing corporate governance practices in NLCs? What lessons can be learned from investors and companies?
Mr. Mike Lubrano, Unit Head, Investor and Corporate Practice, Corporate Governance Department, International Finance Corporation (IFC)
Session A: Access to capital and implications for corporate governance
Panel Discussion on:
(i) What are the key financing sources and evolving patterns of financing?
(ii) What are the implications for corporate governance?
(iii) How are investment and lending decisions made?
(iv) What requirements exist to accommodate various types of outside capital?
(v) Do creditors or banks exercise a significant influence on corporate governance?
Session B: Succession planning and conflict resolution
Panel Discussion on: What are the governance challenges for (i) facilitating succession and (ii) conflict resolution among owners, the board and professional management?
Part 3: How can the public policy framework support good corporate governance of NLCs? What lessons can be learned for public policy?
Chairperson: Mr. Mats Isaksson, Head of the Corporate Affairs Division, OECD
Panel Discussion on:
(i) How can the legal/regulatory/policy environment support effective governance of NLCs?
(ii) What characteristics of the policy environment pose a regulatory burden?
(iii) Where can private contracting substitute for market regulation?
(iv) What are the trade-offs of the private vs. regulatory approach?