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Commentary on the OECD Principles of Corporate Governance

15 Pages Posted: 15 Jan 2015 Last revised: 10 Oct 2015

Paige Morrow

HEC-NYU EU Public Interest Clinic; University of Kent

Andrew Johnston

University of Sheffield - Law School

Date Written: January 14, 2015


This paper was written in response to the OECD 2014 Review of the OECD Principles of Corporate Governance, which sought to modernize the 2004 Principles. We provide a detailed textual analysis of the draft revised text of the Principles and propose concrete amendments with the aim of managing companies for the long-term, focusing on creating sustainable value for the company, society and the environment.

We highlight the Principles’ repeated, legally incorrect, references to shareholders as ‘owners’. We also analyse the way in which the Principles incorporate a number of current regulatory trends and policy debates, including shareholder engagement, say on pay, corporate purpose, board diversity and stakeholder engagement.

Keywords: Corporate governance, short-termism, boards, managers, shareholder rights, boards, directors, executive compensation, stock options, sustainability, ownership, remuneration policy

Suggested Citation

Morrow, Paige and Johnston, Andrew, Commentary on the OECD Principles of Corporate Governance (January 14, 2015). University of Oslo Faculty of Law Research Paper No. 2015-09; Nordic & European Company Law Working Paper No. 15-12. Available at SSRN:

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Andrew Johnston

University of Sheffield - Law School ( email )

United Kingdom

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