COED GUIDELINES ON CORPORATE GOVERNANCE adjunct communal actions

                                                                 PREAMBLE
In many OECD countries , public enterprises still account for a fraction 
substantial GDP , employment and market capitalization. In addition , public companies 
are often very numerous in the utilities and infrastructure sectors such as 
energy , transport and telecommunications, whose performance is very important for 
large segments of the population and for other types of business. Consequently, the 
of SOME government plays a key role in ensuring that these 
latter will makes a positive contribution to economic efficiency and global competitiveness 
a country . In OECD countries , experience has also shown that corporate governance 
satisfactory public enterprises was an important prerequisite for privatization 
economically efficient , since it makes these companies more attractive for buyers 

potential and improves recovery. 
In several non-member countries, the public sector is also a large 
importance , to the point sometimes occupy a prominent place in the economy. These countries have well 
often undertaken to reform the methods of organization and management of their public enterprises, and 
they turned to the OECD countries to share experiences and support their own reforms. 
It is in this context that in June 2002, the Steering Group on Corporate Governance has 
instructed the Working Group on Privatization and Corporate Governance of the assets belong with 
State to develop a set of voluntary guidelines the government 
of state-owned enterprises . The Working Group , which includes representatives of 
OECD and the World Bank and IMF as observers , has engaged 
extensive consultations during the development of these guidelines. On this occasion, he met a 
wide range of stakeholders , such as members of boards of directors and 
CEOs of public companies, regulators of public finances, 
union representatives and parliamentarians, and it had numerous consultations with 
non-members. A draft Guidelines was published on the website of the OECD to 
collect public comments , which were numerous, useful and constructive and were also 
published on this cite. 
These guidelines should be seen as a complement Principles 
Corporate OECD , which they are based and which are fully government 
compatible. They explicitly address specific issues of corporate governance 
public enterprises and , therefore, they are placed in the perspective of the state shareholder, putting 
focus on measures to be taken by governments to ensure the quality of government 
business in the public sector . However, they have no way intended to prevent or deter 
Member countries and non- OECD members to implement strategies or programs 
privatization , and they should in no case do . 
The logic of state participation in commercial companies has evolved over time in 
across countries and sectors , and often revolves around a bundle of interest 
social , economic and strategic , whether industrial policy , regional development , 
the provision of public services or the existence of so-called "natural" monopolies . In recent 
decades , however , the globalization of markets , technological change and deregulation 
formerly monopolistic markets led to a redesign and restructuring of the public sector. these

conceptions are studied in two reports recently published by the OECD which inspired the
editors of these Guidelines .
To exercise its shareholder responsibilities , the state has an interest in the use of tools applicable to
private sector, in particular the Principals of Corporate OECD government. This is particularly
true regarding the listed Shoes . However , public enterprises are several specific problems of corporate governance. One of these difficulties is
that public companies may suffer as much direct undue political interference
that the total passivity or distance of the shareholder state. Sometimes we see as a dilution
responsibilities . Shoes are often protected from two threats that are essential to
management control in the private sector , namely the threat of a takeover and that a bankruptcy. more
fundamentally , the problems of corporate governance from the existence , for
responsibility for performance of public enterprises , a complex chain of delegation
powers ( executive , board of directors, ownership entity , ministries, public authorities) where
actual constituents are either difficult to identify or distant . Structure this complex chain of
responsibilities to ensure efficient decisions and corporate governance quality
is a real challenge .
These Guidelines have intended to provide general guidance to assist
government to improve the performance of public enterprises, the decision to apply the
specific government -owned enterprises should be taken with pragmatism. In fact, the lines
Guidelines are primarily public companies that have a distinct legal form (separate
public administration ) and conduct business (that is to say, most of whose
revenue comes from sales and commissions) , whether or not further the objectives
public action. These public companies can operate in competitive sectors
or non-competitive economy. Where applicable, these Guidelines distinguish between
listed and unlisted public companies , or between companies wholly owned by public
State , those where there is a majority and those where it has a minority stake , as issues
regarding corporate governance may differ somewhat each time. Guidelines
also apply to subsidiaries of these entities, whether or not listed .
Although the Guidelines are intended for commercial undertakings owned by
State whether or not the federal government can also encourage the authorities
sensational who own businesses to use . Finally, these guidelines are also useful
non-commercial public enterprises entrusted with specific public policy engagement, they
whether or not incorporated . It is in the interest of the authorities and the public that companies
government of all kinds are professionally managed , with governance practices
business quality .
The term " public enterprise " means the Guidelines on business
which the state has significant control , it is the sole shareholder, he holds a
majority or a minority but significant participation. However, most of these
Guidelines may also be usefully applied to cases where the state retains a small
interest in a business , but he must still act as a responsible shareholder and
informed . In the same vein , the term " ownership entity " means any public entity
enforce the rights of the state shareholder , whether a specific direction of a department,
autonomous body or other entity. Finally, as in the OECD Principles , the notion of

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