OECD/G20 Principles of Corporate Governance
Board Composition and Function

OECD/G20 Principles of Corporate Governance OECDCG-7: Board Composition, Independence, Diversity, Remuneration, Evaluation

Operate board composition + independence + diversity + remuneration + evaluation per OECD/G20 Principles Chapter VI (continued) + Chapter VII (Board Responsibilities further specified). Board composition must (a) include a sufficient number of non-executive board members capable of exercising independent judgement + (b) establish appropriate committees including audit + nomination + and remuneration committees with sufficient independent membership, (c) consider diversity including gender + ethnicity + age + skills + experience + tenure with documented diversity policy and monitoring, (d) document independence criteria + assess independence annually + disclose independence determinations. Board remuneration must (a) align with long-term interests of the company and shareholders + (b) include appropriate performance-related elements + (c) avoid excessive short-term incentives + (d) integrate clawback + malus provisions + (e) disclose remuneration policy + actual remuneration + alignment with performance and risk-taking. Board evaluation must (a) conduct periodic evaluation of board effectiveness covering composition + structure + meeting effectiveness + information access + interaction with management + (b) use external facilitation periodically + benchmark against peer practice, (c) act on evaluation findings with documented action plans + closure tracking. Group governance oversight must (a) apply governance principles to corporate group structures including subsidiaries + joint ventures + associates + (b) maintain group-level oversight while respecting subsidiary board responsibilities, (c) manage related party transactions + tax + capital structures + risk across group.

Maintained by Gerard BlokdykVerified against the published standard Control text last updated

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