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Board Practices: Incentives and Governing Risks

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Board Practices: Incentives and Governing Risks

Board Practices: Incentives and Governing Risks
Corporate Governance
OECD | Aug 2011 | ISBN: 9789264113510 9789264113534 | 145 pages | PDF | 2 MB

This document examines how effectively boards manage to align executive and board remuneration with the longer term interests of their companies. 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.



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.

Table of Contents
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 35
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
Chapter 6. Sweden: Review of Board Practices for Managing Incentives and Risks
6.1. Detailed analysis
6.2. Conclusions and comments
Chapter 7. United Kingdom: Review of Board Practices for Managing Incentives and Risks
7.1. Detailed analysis
7.2. Conclusions and comments
Notes
References
Annex A. Questionnaire of the OECD Corporate Governance Committee
with TOC BookMarkLinks