Foreword

This report presents the results of the peer review on the duties and responsibilities of boards in company groups carried out by the OECD Corporate Governance Committee. The Committee regularly undertakes such comparative reviews as part of its mandate to monitor and support implementation of the G20/OECD Principles of Corporate Governance, and to respond to emerging corporate governance challenges.

The report presents an overview of the legal/regulatory framework (including corporate governance codes) with respect to board duties and responsibilities in group companies in 45 jurisdictions, and it identifies different approaches to the common phenomena of group structures.

The report is primarily based on responses to a questionnaire sent to Committee delegates in June 2019. The report is complemented by case studies prepared by four jurisdictions: Colombia, India, Israel and Korea. These case studies and the overview chapter were discussed at the Committee’s April and October 2019 meetings, and this final version of the report takes account of both of these discussions as well as subsequent written comments received from Committee delegates.

The overview chapter of this publication was written by Mike Lubrano, under the oversight of Mats Isaksson, Daniel Blume and Serdar Çelik of the OECD Directorate for Financial and Enterprise Affairs, with additional support from Kenta Fukami, Adriana De La Cruz, Tugba Mulazimoglu, Chung-a Park, Yun Tang, Katrina Baker and Anaísa Gonçalves. The country case study chapters were prepared by the respective authorities of each country: for Colombia, Jorge Castaño Gutierrez, Francisco Duque, María Ganan, Samira Gamboa, Tomas Castaneda and Angelica Osorio of the Financial Superintendency of Colombia (SFC) with additional contribution from the Superintendency of Companies; for India, Pradeep Ramakrishnan, Nila Khanolkar and Ishita Sharma under the supervision of Gurumoorthy Mahalingam of the Securities and Exchange Board of India (SEBI); for Israel, Ronnie Talmore of the Ministry of Justice and Offir Eyal of the Israel Securities Authority (ISA); and for Korea, Moonok Bang of the Korea Corporate Governance Service (KCGS) with oversight from Dr. Myeong Hyeon Cho of the Korea University Business School and Korea Corporate Governance Service (KCGS) and Haemi Yi of the Commercial Legal Affairs Division of the Ministry of Justice. Special thanks are extended to the Committee delegates from all 45 participating jurisdictions who provided responses to the questionnaire and useful comments throughout the development of this report.