Board Member Nomination and Election - OECD.org

1 Please cite this publication as:OECD (2012), Board Member Nomination and Election , OECD work is published on the OECD iLibrary, which gathers all OECD books, periodicals and statistical databases. Visit , and do not hesitate to contact us for more Member Nomination and ElectionContentsExecutive summaryAssessment and recommendationsPart I. Overall situation and lessons from the reviewed economiesChapter 1. Implementing the OECD Principles of Corporate Governance in diverse institutional and legal conditionsPart II.

2 Country reviews of the corporate governance framework of listed companies and Board Nomination and Election practicesChapter 2. Indonesia: Review of Board Nomination and Election practicesChapter 3. Korea: Review of Board Nomination and Election practicesChapter 4. The Netherlands: Review of Board Nomination and Election practicesChapter 5. United States of America: Review of Board Nomination and Election practicesIsBN 978-92-64-17934-9 26 2012 04 1 P-:HSTCQE=V\^XY^: Board Member Nomination and ElectionBoard Member Nomination and 128-Jun-2012 2:34:18 PMBoard MemberNomination and ElectionThis work is published on the responsibility of the Secretary-General of the OECD.

3 Theopinions expressed and arguments employed herein do not necessarily reflect the officialviews of the Organisation or of the governments of its Member document and any map included herein are without prejudice to the status of orsovereignty over any territory, to the delimitation of international frontiers and boundariesand to the name of any territory, city or 978-92-64-17934-9 (print)ISBN 978-92-64-17935-6 (PDF)The statistical data for Israel are supplied by and under the responsibility of the relevant Israeli authorities.

4 The useof such data by the OECD is without prejudice to the status of the Golan Heights, East Jerusalem and Israelisettlements in the West Bank under the terms of international to OECD publications may be found on line OECD 2012 You can copy, download or print OECD content for your own use, and you can include excerpts from OECD publications, databases andmultimedia products in your own documents, presentations, blogs, websites and teaching materials, provided that suitableacknowledgement of OECD as source and copyright owner is given.

5 All requests for public or commercial use and translation rights shouldbe submitted Requests for permission to photocopy portions of this material for public or commercial use shall beaddressed directly to the Copyright Clearance Center (CCC) the Centre fran ais d exploitation du droit de copie cite this publication as:OECD (2012), Board Member Nomination and Election , OECD Member Nomination AND Election OECD 20123 ForewordThis report presents the results of the fourth peer review based on the OECD Principles of CorporateGovernance.

6 The report is focused on the corporate governance framework and practices that relateto the Nomination and Election of Board members . It covers some 26 jurisdictions, including in-depthreviews of Indonesia, Korea, the Netherlands, and the United States of report is based in part on a questionnaire that was sent to all participating jurisdictions inDecember 2011. All jurisdictions were invited to respond to a general set of questions so as to providean overall context within which the review would take place.

7 The four jurisdictions that were subjectto the in-depth review were invited to respond to a more extensive set of questions and there wasalso a visit by the OECD to consult a wider range of market report first reviews the experience of the four jurisdictions covered by the in-depth analysisof Board Nomination and Election , which is set against a more general review of some22 jurisdictions. The second part comprises the in-depth reviews of four jurisdictions. The report wasprepared by Daniel Blume, Grant Kirkpatrick, H ctor Lehued and Akira Nozaki and approved forpublication under the authority of the OECD Corporate Governance Committee on the 13 June OECD corporate governance peer review process is designed to facilitate effectiveimplementation of the Principles and to assist market participants and policy makers to respond toemerging corporate governance risks.

8 The reviews are forward looking so as to help indentify, at anearly stage, key market practices and policy developments that may undermine the quality ofcorporate governance. The review process is open to OECD and non-OECD jurisdictions OF CONTENTSBOARD Member Nomination AND Election OECD 20125 Table of contentsExecutive 7 Assessment and 11 PART IOverall situation and lessons from the reviewed economiesChapter the OECD Principles of Corporate Governance in diverseinstitutional and legal perspective of the perspective of reviewed perspective of other 32 PART IICountry reviews of the corporate governance framework of listed companiesand Board

9 Nomination and Election practicesChapter : Review of Board Nomination and Election Corporate governance Board Nomination processes and shareholders Shareholders right to elect Board Degree of disclosure about the Nomination and Election Overall Assessment and 50 Chapter : Review of Board Nomination and Election Corporate governance Board Nomination Shareholders right to elect Board Degree of disclosure about the Nomination and Election Overall Assessment and 64 TABLE OF CONTENTSBOARD Member Nomination AND Election OECD 67 Chapter Netherlands.

10 Review of Board Nomination and Election Corporate governance Board Nomination processes and shareholders Shareholders right to elect Board Degree of disclosure about the Nomination and Election Overall Assessment and 85 Chapter States of America: Review of Board nominationand Election Corporate governance Board Nomination processes and shareholders Shareholders right to nominate and elect Board Disclosure about the Nomination and Election Overall Assessment and of US principles equivalent to reviewed OECD Board Nomination by shareholders before the Nomination Voting Number of commissioners and directors on the Educational background of commissioners and Company share