Flexibility and Proportionality in Corporate Governance

Annex A. Survey instrument

OECD Corporate Governance Committee: Questionnaire Thematic Peer Review on Flexibility and Proportionality in Corporate Governance Frameworks (2017)

The OECD Corporate Governance Committee has decided to conduct a thematic peer review¹ on the use of flexibility and proportionality in corporate governance frameworks. This questionnaire seeks to take stock of criteria and mechanisms that may motivate and allow flexibility and proportionality in the application of rules and regulations relating to selected areas of regulation within corporate governance frameworks.

BACKGROUND

Chapter I of the G20/OECD Principles of Corporate Governance states that the corporate governance framework should promote transparent and fair markets, and the efficient allocation of resources, and that it should be consistent with the rule of law and support effective supervision and enforcement. It further says that the corporate governance framework should be developed with a view to its impact on overall economic performance, market integrity and the incentives it creates for market participants and the promotion of transparent and well-functioning markets.

Chapter I also states that the corporate form of organisation of economic activity is a powerful force for growth, and that the regulatory and legal environment within which corporations operate therefore is of key importance to overall economic outcomes. The G20/OECD Principles of Corporate Governance further highlight that policy makers have a responsibility to put in place a framework that is flexible enough to meet the needs of corporations operating in widely different circumstances, facilitating their development of new opportunities to create value and to determine the most efficient deployment of resources.

The annotations add that, where appropriate, corporate governance frameworks should allow for flexibility and proportionality, in particular with respect to the size of listed companies, but also with respect to other factors such as the company's ownership and control structure, geographical presence, sectors of activity, and the company's stage of development. The annotations further state that policy makers in the design of the regulatory framework should remain focussed on ultimate economic outcomes and when considering policy options, they will need to undertake an analysis of the impact on key variables that affect the functioning of markets, for example in terms of incentive structures, the efficiency of self-regulatory systems and dealing with systemic conflicts of interest.

SELECTED AREAS OF REGULATION

This questionnaire seeks to take stock of criteria and mechanisms that may motivate and allow flexibility and proportionality in the application of rules and regulations in corporate governance frameworks. In order to limit the scope of a potentially extremely wide data collection exercise, 7 areas of regulation will be covered by this thematic peer review:

• Pre-emptive rights

• Board composition, board committees and board member qualifications  

• Say on pay and the detail of disclosure on remuneration 

• Related party transactions        

• Periodic financial information and ad-hoc information 

• Major shareholding disclosure

• Takeovers

FLEXIBILITY AND PROPORTIONALITY CRITERIA

The questionnaire will cover the flexibility and proportionality criteria listed below that may motivate and allow flexibility and proportionality with respect to the application of rules in the areas listed above. As noted, some of these criteria can be defined in more than one way (for example company size can be defined as sales, employees, market capitalization, etc.). For the sake of this questionnaire, we will call these "dimensions" within each criterion.

• Size, in terms of:

• Ownership/control structure:

  • controlling shareholder;

  • blockholders;

  • free float;

  • subsidiaries of listed companies;²

    • private placements;

    • large privately owned firms.³

    • listing level;

    • listing venue;

    • debt only listing;

    • cross-listing;

    • trading in alternative trading platforms or other alternative trading venues.

• Listing/Publicly traded:

• Maturity of the firm (number of years that the company has been listed)

• Accounting standards used

• Legal form

GUIDE FOR COMPLETING THE QUESTIONNAIRE

Scope

Corporate Governance Framework: In order to determine the scope of your answers, please consider that for this questionnaire we will focus mainly on the mandatory elements of the corporate governance framework, typically comprising company law, securities law and listing requirements. Codes of corporate governance, important in many frameworks, are applied under different regimes, often under voluntary comply-or-explain mechanisms (that are in itself a flexibility and proportionality tool). If your Code is of voluntary application (including comply-or-explain) we will ask you to consider it in your responses but with the following limitation: focusing your answers only on any flexibility and proportionality features included explicitly in the text of the Code recommendations themselves.⁴ Please do not consider any other voluntary source beyond your national Code, including any self-regulatory arrangements, voluntary commitments, and business practices.

Special sectors of activity and firms: Again for reasons of managing the scope of the review, this questionnaire is also not looking to collect information about the use of flexibility and proportionality as applied to special sectors of activity (typically the financial sector, but also true in respect to others). The same is true for state-owned enterprises (SOEs) and for foreign companies listed in your jurisdiction. We have opted to exclude them to avoid making this exercise too broad to handle. In your responses to the questions related to the 7 areas of regulation, please focus on the corporate governance framework as applied to non-financial companies and please ignore special sectors of activities, SOEs and foreign listed companies. However, please note that in order to have a general idea of their influence, you will find that we have addressed these separate issues with a couple of questions included at the end of the questionnaire.

Structure

In terms of the organisation of the questionnaire, it is composed of 8 sections. The first 7 sections cover the 7 areas of regulation and will present questions about the criteria used in the relevant area. The last section contains general questions aimed at, first, identifying who is responding and, second, to cover the sectorial criteria mentioned in the preceding paragraph. For the main part, the questionnaire is structured as follows:

1) First, you will be asked to identify the criteria (and in some cases also the dimensions within each criterion) that are used in your corporate governance framework to motivate flexibility and proportionality with respect to the application of regulation in the different areas of regulation. If more than one criterion is used for motivating flexibility and proportionality, you should indicate all the criteria used. If a criterion used is not listed in the questionnaire, you can add it by choosing Other and typing the necessary text. If there are no criteria allowing for flexibility and proportionality in the relevant area of regulation, you can simply choose None and move to the next page.

2) Second, you will be asked about the use of "opt-in" and "opt-out" mechanisms in your corporate governance framework. Here we are trying to identify flexibility mechanisms within the laws and regulations that may be enabling companies to "opt-in" or "opt-out" of some practice, right or obligation that in the absence of that option would not be mandatory for them (in the case of the opt-in) or would be the default mandatory rule (in the case of the opt-out). You will be asked to identify the use of such mechanisms used in the 7 areas of regulation and to offer a brief description of its scope and the mechanisms that companies can use to (i.e. how they can choose or alter the default rule or choose among options that are provided in the law or regulation).

3) Third, provided that you have indicated one or more criteria (and in some cases also dimensions of those criteria) or mechanisms, you will be asked to explain in your own words how these criteria and mechanisms allow for flexibility and proportionality in the application of the rules in the particular area.

For example, you may have indicated that Size (of market capitalization) and Ownership/control structure (free float) are criteria that are relevant for how rules relating to board composition and qualifications are applied. Your explanation with respect to how may be that in your country independent directors are only mandated in the composition of the board if the company has a market capitalization equivalent to or greater than USD 85 million and at least 12.5% of its issued voting shares are held by investors that individually control or hold less than 10% of such shares. Or, you may have chosen Size (of workforce) and explain that worker representation on the board is mandatory in almost all companies with more than 25 employees, and further increased from 2 to 3 representatives for companies with more than 1 000 employees which operate in several industries.

4) Finally, you will be asked to provide a reference to the law, regulation or rules that contain the provisions that allow for proportionality and flexibility as described in your previous answers and the date of their adoption. You will also have the possibility to upload the file with the relevant text.

For example, using the same cases described in the previous examples, you will be able to indicate that it is article 50 Bis of the Chilean Stock Company Law (introduced in October 2009) the one that mandates listed companies to appoint at least one independent director when they have the size of market capitalization and free float criteria selected. Likewise, you may say that it is the Swedish 1987 Act on Board Representation for Employees in Private Employment, the one that established the right of employees have to elect board members under different sizes of workforce.

SUBMITTING YOUR RESPONSES

Once you have prepared your answers for the questionnaire, including any relevant inter-agency consultations, we will ask you to please submit them using an online survey tool no later than 7 July 2017. By following the link below, you will be able to copy-paste the answers that you have prepared for this document in the online questionnaire that has the exact same structure and content of this document. Link to online questionnaire:

http://survey.oecd.org/Survey.aspx?s=0c0e187203cb4256be555fe916240fc6

(please note that the link opens a new browser window, so please ensure that any pop-up blocking software is temporarily disabled).

When you complete the online questionnaire you will be offered a chance to review and print your answers to verify them. Using this method of submitting your information will make it possible to process the responses in a more secure way and ensure better comparability of the answers.

If you encounter any problems with the online questionnaire, please do not hesitate contacting the OECD Secretariat:

PRE-EMPTIVE RIGHTS

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to the use of pre-emptive rights giving existing shareholders a right to subscribe to new issues of shares in proportion to shares already held, as discussed in Principle II.G of the G20/OECD Principles of Corporate Governance.

Question 1.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to pre-emptive rights in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 1.2c: [Conditional on the fact that Size was selected among the answers to question 1.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to pre-emptive rights in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 1.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 1.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to pre-emptive rights in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

 Blockholders

 Free float

 Subsidiaries of listed companies

 Private placements

 Privately owned

 Other: ______________

Question 1.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 1.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to pre-emptive rights in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 1.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to pre-emptive rights?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 1.6c: [Conditional on the fact that None was not the answer to question 1.1 and 1.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to pre-emptive rights.

Please use your own words by inserting or typing the text in the box below.

Question 1.7c: [Conditional on the fact that None was not the answer to question 1.1 and 1.5] Please provide the references to the legal, regulatory or other source of the relevant provisions where the use of the flexibility and proportionality you have described in relation to pre-emptive rights can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 1.8c: [Conditional on the fact that None was not the answer to question 1.1 and 1.5] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

BOARD COMPOSITION, BOARD COMMITTEES AND BOARD MEMBER QUALIFICATIONS

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to the board composition, the use of board committees and the qualifications of board members as discussed in Principle VI.E of the G20/OECD Principles of Corporate Governance.

Question 2.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to the board composition, the use of board committees and the qualifications of board members in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 2.2c: [Conditional on the fact that Size was selected among the answers to question 2.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the board composition, the use of board committees and the qualifications of board members in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 2.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 2.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the board composition, the use of board committees and the qualifications of board members in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

 Blockholders

 Free float

 Subsidiaries of listed companies

 Private placements

 Privately owned

 Other: ______________

Question 2.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 2.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the board composition, the use of board committees and the qualifications of board members in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 2.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to board composition, the use of board committees and the qualifications of board members?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 2.6c: [Conditional on the fact that None was not the answer to question 2.1 and 2.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to board composition, the use of board committees and the qualifications of board members.

Please use your own words by inserting or typing the text in the box below.

Question 2.7c: [Conditional on the fact that None was not the answer to question 2.1 and 2.5] Please provide the references to the legal, regulatory or other source of the relevant provisions where the use of the flexibility and proportionality you have described in relation to board composition, the use of board committees and the qualifications of board members can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 2.8c: [Conditional on the fact that None was not the answer to question 2.1 and 2.5] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

SAY ON PAY AND THE DETAIL OF DISCLOSURE ON REMUNERATION

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to the detail of disclosure of remuneration and measures giving shareholders a say on the remuneration of the company, as discussed in Principle II.C4 and V.A4 of the G20/OECD Principles of Corporate Governance.

Question 3.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to say on pay and the detail of disclosure on remuneration in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 3.2c: [Conditional on the fact that Size was selected among the answers to question 3.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to say on pay and the detail of disclosure on remuneration in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 3.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 3.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to say on pay and the detail of disclosure on remuneration in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

 Blockholders

 Free float

 Subsidiaries of listed companies

 Private placements

 Privately owned

 Other: ______________

Question 3.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 3.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to say on pay and the detail of disclosure on remuneration in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 3.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to say on pay and the detail of disclosure on remuneration?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 3.6c: [Conditional on the fact that None was not the answer to question 3.1 and 3.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to say on pay and the detail of disclosure on remuneration.

Please use your own words by inserting or typing the text in the box below.

Question 3.7c: [Conditional on the fact that None was not the answer to question 3.1 and 3.5.] Please provide the references to the legal, regulatory or other source of the relevant provisions where the use of the flexibility and proportionality you have described in relation to say on pay and the detail of disclosure on remuneration can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 3.8c: [Conditional on the fact that None was not the answer to question 3.1 and 3.5.] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

RELATED PARTY TRANSACTIONS

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to related party transactions, as discussed in Principle II.F of the G20/OECD Principles of Corporate Governance.

Question 4.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to related party transactions in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 4.2c: [Conditional on the fact that Size was selected among the answers to question 4.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to related party transactions in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 4.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 4.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to related party transactions in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

 Blockholders

 Free float

 Subsidiaries of listed companies

 Private placements

 Privately owned

 Other: ______________

Question 4.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 4.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to related party transactions in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 4.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to related party transactions?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 4.6c: [Conditional on the fact that None was not the answer to question 4.1 and 4.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to related party transactions.

Please use your own words by inserting or typing the text in the box below.

Question 4.7c: [Conditional on the fact that None was not the answer to question 4.1 and 4.5] Please provide the references to the legal, regulatory or other source of the relevant provisions where the use of the flexibility and proportionality you have described in relation to related party transactions can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 4.8c: [Conditional on the fact that None was not the answer to question 4.1 and 4.5] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

PERIODIC FINANCIAL INFORMATION AND AD-HOC INFORMATION

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to the disclosure of periodic financial information and ad-hoc information, as discussed in Principle V.E of the G20/OECD Principles of Corporate Governance.

Question 5.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of periodic financial information and ad-hoc information in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 5.2c: [Conditional on the fact that Size was selected among the answers to question 5.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of periodic financial information and ad-hoc information in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 5.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 5.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of periodic financial information and ad-hoc information in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

 Blockholders

 Free float

 Subsidiaries of listed companies

 Private placements

 Privately owned

 Other: ______________

Question 5.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 5.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of periodic financial information and ad-hoc information in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 5.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to disclosure of periodic financial information and ad-hoc information?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 5.6c: [Conditional on the fact that None was not the answer to question 5.1 and 5.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of periodic financial information and ad-hoc information.

Please use your own words by inserting or typing the text in the box below.

Question 5.7c: [Conditional on the fact that None was not the answer to question 5.1 and 5.5.] Please provide the references to the legal, regulatory or other source of the relevant provisions where the use of the flexibility and proportionality you have described in relation to the disclosure of periodic financial information and ad-hoc information can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 5.8c: [Conditional on the fact that None was not the answer to question 5.1and 5.5] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

MAJOR SHAREHOLDING DISCLOSURE

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to the disclosure of major shareholding information, as discussed in Principle V.A.3 of the G20/OECD Principles of Corporate Governance.

Question 6.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of major shareholding information in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 6.2c: [Conditional on the fact that Size was selected among the answers to question 6.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of major shareholding information in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 6.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 6.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of major shareholding information in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

•  Blockholders

•  Free float

•  Subsidiaries of listed companies

•  Private placements

•  Privately owned

•  Other: ______________

Question 6.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 6.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of major shareholding information in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 6.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to the disclosure of major shareholding information?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 6.6c: [Conditional on the fact that None was not the answer to question 6.1 and 6.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to the disclosure of major shareholding information.

Please use your own words by inserting or typing the text in the box below.

Question 6.7c: [Conditional on the fact that None was not the answer to question 6.1 and 6.5] Please provide the references to the legal, regulatory or other source of the relevant provisions where use of the flexibility and proportionality you have described in relation to the disclosure of major shareholding information can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 6.8c: [Conditional on the fact that None was not the answer to question 6.1 and 6.5] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

TAKEOVERS

This section seeks to identify the criteria that motivate and allow flexibility and proportionality with respect to takeovers and the market for corporate control, as discussed in Principle II.H of the G20/OECD Principles of Corporate Governance.

Question 7.1*: Which criteria can motivate and allow for flexibility and proportionality when applying rules that relate to takeovers in your corporate governance framework?

Select all relevant criteria for the topic of this section (*response required).

 Size

 Ownership/control structure

 Listing/publicly traded

 Maturity of firm

 Accounting standards used

 Legal form

 Other: _______________

 None 

Question 7.2c: [Conditional on the fact that Size was selected among the answers to question 7.1] You responded that size is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to takeovers in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Size of equity

 Size of sales

 Size of revenues

 Size of assets

 Size of debt

 Size of workforce

 Size of market capitalization

 Other: ______________

Question 7.3c: [Conditional on the fact that Ownership/control structure was selected among the answers to question 7.1] You responded that ownership/control structure is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to takeovers in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Controlling shareholder

 Blockholders

 Free float

 Subsidiaries of listed companies

 Private placements

 Privately owned

 Other: ______________

Question 7.4c: [Conditional on the fact that Listing/publicly traded was selected among the answers to question 7.1] You responded that listing/publicly traded is a criterion that can motivate and allow for flexibility and proportionality when applying rules that relate to takeovers in your corporate governance framework. Please indicate which dimensions of this criterion are used.

Select all dimensions relevant for the topic of this section.

 Listing level

 Listing venue

 Debt only listing

 Cross-listing

 Trading in alternative trading platforms or other alternative trading venues

 Other: _______________

Question 7.5*: Does your corporate governance framework contain "opt-in" or "opt-out" mechanisms that can allow for flexibility when applying rules that relate to takeovers?

Please select the correct answers (*response required).

 Opt-in

 Opt-out

 None

Question 7.6c: [Conditional on the fact that None was not the answer to question 7.1 and 7.5] Please explain how the criteria and/or mechanisms you have selected in the previous questions are used in your corporate governance framework to motivate and allow for flexibility and proportionality when applying rules that relate to takeovers.

Please use your own words by inserting or typing the text in the box below.

Question 7.7c: [Conditional on the fact that None was not the answer to question 7.1 and 7.5] Please provide the references to the legal, regulatory or other source of the relevant provisions where use of the flexibility and proportionality you have described in relation to takeovers can be found in your corporate governance framework. Please also indicate the date when these provisions were introduced.

The more specific the reference, the better.

Question 7.8c: [Conditional on the fact that None was not the answer to question 7.1 and 7.5] If you want, you can upload a file with the official text of the reference provided.

By clicking below you will be able to select the file from your own folders.

Select file to upload...

Allowed file type(s): .doc, .docx, .pdf

GENERAL QUESTIONS

Question A*: Please identify your jurisdiction

Please select from the list below (*response required).

Select your jurisdiction...

Question B*: Please identify one contact person responsible for the responses to the questionnaire for your jurisdiction and her/his contact details, for the event that the OECD Secretariat has to get in touch with you for possible clarifications or follow up regarding your answers.

Please provide the name of the person, position, institution, email and phone number (*response required).

Question C: Please indicate whether the corporate governance framework in your country includes any specific regulations/rules about the 7 areas of regulation covered in the questionnaire for the following categories of companies.

Please select all those that are relevant.

 Financial sector (Banking, Investment funds, Insurance, Asset Management)

 Energy sector

 Media sector

 Technology sector

 SOEs

 Foreign listed firms

Question Dc: [Conditional on the fact that banking sector was selected among the answers] You responded that there are specific regulations/rules for the financial sector in your framework, please indicate in which of the six areas of regulation they are used.

Select all the topics where they are used.

 Pre-emptive rights

 Board composition, board committees and board member qualifications  

 Say on pay and the detail of disclosure on remuneration 

 Related party transactions

 Periodic financial information and ad-hoc information  

 Major shareholding disclosure

 Takeovers

Question Ec: [Conditional on the fact that energy sector was selected among the answers] You responded that there are specific regulations/rules for the energy sector in your framework, please indicate in which of the six areas of regulation they are used.

Select all the topics where they are used.

 Pre-emptive rights

 Board composition, board committees and board member qualifications

 Say on pay and the detail of disclosure on remuneration 

 Related party transactions

 Periodic financial information and ad-hoc information   

 Major shareholding disclosure

 Takeovers

Question Fc: [Conditional on the fact that media sector was selected among the answers] You responded that there are specific regulations/rules for the media sector in your framework, please indicate in which of the six areas of regulation they are used.

Select all the topics where they are used.

 Pre-emptive rights

 Board composition, board committees and board member qualifications  

 Say on pay and the detail of disclosure on remuneration 

 Related party transactions        

 Periodic financial information and ad-hoc information  

 Major shareholding disclosure

 Takeovers

Question Gc: [Conditional on the fact that technology sector was selected among the answers] You responded that there are specific regulations/rules for the technology sector in your framework, please indicate in which of the six areas of regulation they are used.

Select all the topics where they are used.

 Pre-emptive rights

 Board composition, board committees and board member qualifications  

 Say on pay and the detail of disclosure on remuneration 

 Related party transactions        

 Periodic financial information and ad-hoc information   

 Major shareholding disclosure

 Takeovers

Question Hc: [Conditional on the fact that State-owned enterprise sector was selected among the answers] You responded that there are specific regulations/rules for the State-owned enterprise sector in your framework, please indicate in which of the six areas of regulation they are used.

Select all the topics where they are used.

 Pre-emptive rights

 Board composition, board committees and board member qualifications  

 Say on pay and the detail of disclosure on remuneration 

 Related party transactions

 Periodic financial information and ad-hoc information   

 Major shareholding disclosure

 Takeovers

Question Ic: [Conditional on the fact that State-owned enterprise sector was selected among the answers] You responded that there are specific regulations/rules for Foreign listed companies in your framework, please indicate in which of the six areas of regulation they are used.

Select all the topics where they are used.

 Pre-emptive rights

 Board composition, board committees and board member qualifications  

 Say on pay and the detail of disclosure on remuneration 

 Related party transactions

 Periodic financial information and ad-hoc information 

 Major shareholding disclosure

 Takeovers

Survey notes

^1. In response to the corporate governance challenges that came into focus in the wake of the financial crisis, the Corporate Governance Committee launched its thematic review process designed to facilitate the effective implementation of the G20/OECD Principles and to assist market participants and policy makers to respond to emerging corporate governance risks. These are the thematic peer reviews produced so far: Risk Management and Corporate Governance (2014); Supervision and Enforcement in Corporate Governance (2013); Board Member Nomination and Election (2013); Related Party Transactions and Minority Shareholder Rights (2012); The Role of Institutional Investors in Promoting Good Corporate Governance (2011), and Board Practices: Incentives and Governing Risks (2011).

^2. For example, when the application of rules for listed companies is extended to their subsidiaries, even if they are not listed.

^3. For example, when the rules applicable to listed companies are extended to also cover large (perhaps even systemically important) non-listed companies.

^4. This means we would not ask for responses related to the myriad of existing or hypothetical "explanations" that companies under unique circumstances may provide for deviations from the code by applying higher or alternative practices. For example, if the Code says that companies with boards comprised of more than five directors should have a remuneration committee, then we would expect respondents to the questionnaire to select only the criteria "Size", and then to add the dimension "Size of the board". Of course, there may be an unlimited number of explanations why a specific company at a specific point in time chooses to "explain" a deviation from the Code. But this follows logically from the nature of the "comply or explain" Code as a "flexibility" instrument in its own right. So we would not expect you to provide information of such "explanations" that may also evolve over time.