The remuneration of board members and key executives of listed companies has received considerable attention in the past decade. The same issue has yet to be fully addressed in the case of state-owned enterprises (SOEs). This report seeks to fill the gap by taking stock of the policies and practices underpinning the remuneration of supervisory board members and executive managers of SOEs across 36 OECD member and partner countries.

The remuneration of board members and key executives of listed companies has received considerable attention in the past decade. The same issue has yet to be fully addressed in the case of state-owned enterprises (SOEs). This report seeks to fill the gap by taking stock of the policies and practices underpinning the remuneration of supervisory board members and executive managers of SOEs across 36 OECD member and partner countries. It highlights differences in remuneration practices according to countries' ownership models and the corporate context of SOEs.

This book sheds light on good practices concerning boards of directors of state-owned enterprises. It draws on national practices from over 30 economies.

This paper aims to shed some new light on the conditions needed to ensure the effectiveness of Boards of Directors of state owned enterprises with a focus on infrastructure sectors. In the case of developing countries, empirical studies have found evidence of positive links between the composition of the Board of Directors and financial performance. Yet the lack of solid theoretical foundations, and in some cases poor data availability, makes the conclusions of most studies weak. Several policy recommendations emerge from the review of the economic literature and evidence from case studies. First, the introduction of a sufficient number of independent directors emerges as an important corporate governance milestone. Empowering them to exercise effective monitoring of management, however, may prove to be a formidable challenge for of state owned enterprises. More attention to board procedures, particularly related to the Board selection and evaluation process, is essential, to produce the necessary insulation of Boards from government interference. Ensuring sufficient continuity of services to directors is particularly crucial to improve corporate governance. In addition, other factors that may reduce directors' ability to monitor corporate activities, such as the age profile and the number of Boards on which they sit, need to be handled more carefully.

This report provides trends and evolutions in the ownership and governance of state-owned enterprises across nearly 59 jurisdictions worldwide. It complements the OECD Guidelines on Corporate Governance of State-Owned Enterprises and provides comparable information across jurisdictions to support more effective implementation of the Guidelines.

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

This Toolkit provides an overall framework with practical tools and information to help policymakers design and implement corporate governance reforms for state-owned enterprises. It concludes with guidance on managing the reform process, in particular how to prioritize and sequence reforms, build capacity, and engage with stakeholders.