Corporate governance

This review of Corporate Governance in Colombia was prepared as part of the process of Colombia's accession to OECD Membership. The report describes the corporate governance setting for both listed companies and the state-owned sector (SOEs). The review then examines the legal and regulatory framework and company practices to assess the degree to which the recommendations of the G20/OECD Principles of Corporate Governance and the OECD Guidelines on Corporate Governance of State-Owned Enterprises have been implemented. The review finds that Colombia's framework for the corporate governance of listed companies is largely consistent with the Principles, although some companies have been reluctant to implement some of the good practices recommended in Colombia's national corporate governance code. For SOEs, the report recognises substantial reforms undertaken during the review process to adopt an ambitious national ownership policy. Reforms have included establishing an ownership co-ordination unit and more transparent reporting on SOE performance, and removing ministers from SOE boards and establishing more transparent board nomination processes aimed at enhancing the qualifications of board members. The report seeks continuing efforts to consolidate these reforms and to implement plans announced in the national ownership policy.

This report provides an overview of frameworks and experience in Latin America and internationally in dealing with the challenges associated with corporate governance of company groups. It describes their economic rationale, benefits and relevance in Latin America, and how they are defined, overseen and regulated. It also delves into some of the risks and more specific challenges involved in ensuring protection of minority shareholder rights and managing or minimising conflicts of interest within groups. It notes the rising importance of Latin American-based multinational company groups. Finally, it reviews existing international and regional guidance on corporate governance of company groups before assessing the more specific policy options and challenges in the region, and describing the conclusions reached by the Latin American Corporate Governance Roundtable and Task Force on Company Groups based on this report’s findings. Country-specific chapters provide more specific descriptions of the frameworks in place for corporate governance of company groups in Argentina, Brazil, Chile, Colombia, Mexico and Peru.