Oecd Organisation for Economic Co-operation and Development

Corporate Governance Board Practices: Incentives and Governing Risks Oecd Organisation for Economic Co-operation and Development

This publication examines how effectively boards manage to align executive and board remuneration with the longer-term interests of their companies. This is a major and ongoing issue in many companies and one of the key failures highlighted by the financial crisis. Aligning incentives seems to be far more problematic in companies and jurisdictions with a dispersed shareholding structure since, where dominant or controlling shareholders exist, they seem to act as a moderating force on remuneration outcomes.  
The reader will learn about the effectiveness of boards in fulfilling their obligation to align executive and board remuneration with the longer term interests of their companies. 

Table of Content :

Executive Summary
PART I. OVERVIEW OF BOARD PRACTICES FOR MANAGING INCENTIVES AND RISKS
Chapter 1.Aligning Executive Interests with the Long-term Interest of the Company
-1.1. Market environment and norms
-1.2. Legal and regulatory frameworks
-1.3. Board practices
Chapter 2.Best Board Practices for Overseeing Executive and Director Remuneration
-2.1. Introduction
-2.2 Legal and regulatory frameworks
-2.3. Remuneration structures and the alignment to longer term company interests
-2.4. Board practices and the challenge for firms
-2.5. Policy options in remuneration Improved shareholder engagement and remuneration disclosure
PART II. IN-DEPTH COUNTRY REVIEWS OF BOARD PRACTICES: MANAGING INCENTIVES AND RISKS IN FIVE OECD COUNTRIES 
Chapter 3. Brazil: Review of Board Practices for Managing Incentives and Risks
-3.1. Detailed analysis
-3.2. Conclusions and comments
Chapter 4. Japan: Review of Board Practices for Managing Incentives and Risks
-4.1. Detailed analysis
-4.2. Conclusions and comments
Chapter 5.Portugal: Review of Board Practices for Managing Incentives and Risks
-5.1. Detailed analysis
-5.2. Conclusions and comments