Boards of directors play a crucial role in ensuring strategic oversight of SOEs. Boards are generally responsible for acting in the best interest of the SOE and its shareholders. Unclear ownership arrangements and weak governance frameworks can expose SOE boards to undue influence, posing challenges to their autonomy. This chapter addresses key areas for SOE boards, including legal frameworks, executive remuneration, board composition, independence, committee mandates, the role of the chair, board evaluation processes, and the internal audit function of SOEs. The analysis is enriched by benchmarking national practices against international standards.
Ownership and Governance of State-Owned Enterprises 2024
4. Composition and responsibilities of SOE Boards
Copy link to 4. Composition and responsibilities of SOE BoardsAbstract
4.1. Key messages
Copy link to 4.1. Key messagesCompetent SOE boards ensure that the interests of the company and its shareholders are effectively considered in the strategic decision-making of the enterprise, while taking into account the interests of stakeholders. Legal frameworks empower boards to be diverse and perform autonomously. For example:
93% of jurisdictions firmly establish in the law the mandates and duties of care of board members.
67% of jurisdictions grant SOE boards full responsibility and autonomy to define the strategy of the enterprise.
58% of jurisdictions pursue gender targets for SOE boards. A common practice is to recommend that at least one-third of board seats be filled by members of one gender.
Although legal frameworks for SOE boards are well-established, specific practices can be improved, including on board member appointments, board composition, and performance evaluations. Specifically:
Remuneration in SOEs pursuing public policy objectives (PPOs) could be aligned with that in other SOEs. For example, CEO remuneration in commercially oriented SOEs is twice that of SOEs pursuing PPOs on average in the jurisdictions surveyed. Disclosure could also be improved as most SOEs choose to divulge remuneration of board members on aggregate instead of individually.
Just 2 out of 41 jurisdictions align their definition of independence of board members with a best practice definition.
25% of jurisdictions do not ban elected politicians from serving on SOE boards. Politicians on SOE boards in a position to materially influence the operating conditions of the SOE may compromise the board’s objectivity and independence.
In 25% of jurisdictions, the functions and mandates of SOE committees are solely governed and disclosed through board charters. Specialised committees support the work of the board, particularly with respect to audit, risk management, and remuneration.
While their roles should be distinct, in 15% of jurisdictions it is allowed and common for the chair to also be the CEO.
The activities of the board are evaluated as a whole (as opposed to individual evaluations of directors) in 68% of jurisdictions, and only 31% place a focus on evaluating the chair of the board.
In line with best practices, 77% of jurisdictions require large or listed SOEs to have an internal audit function reporting to the board or its audit committee. However, for some jurisdictions the internal audit functions are outsourced to the internal audit departments of the state or of the respective line ministry.
4.2. The mandate and functions of SOEs boards
Copy link to 4.2. The mandate and functions of SOEs boardsThe SOE Guidelines call for the boards of directors of SOEs to bear the ultimate responsibility for the enterprise and its performance (Box 4.1). This responsibility should be anchored in the law, regulations, and policies to ensure boards act in the best interest of the enterprise and its shareholders. They should be provided with a clear mandate and responsibility for setting the strategy of the enterprise (OECD, 2024[1]).
SOEs in the jurisdictions surveyed closely align with the best practice of formalising the mandates, liabilities, and accountability of SOE boards in legislation. In 93% (38 out of 41), the mandates of SOE boards are enshrined in law and well understood by supervisory board members. Furthermore, 67% (27 out of 40) grant full responsibility and autonomy to the boards of SOEs to define the strategy of the enterprise (Figure 4.1). In 13% of jurisdictions, SOE boards are not empowered to set strategies for the company autonomously. In the remaining 20%, SOE boards may set strategies but these are subject to shareholder approval.
Box 4.1. SOE boards as defined in the SOE Guidelines
Copy link to Box 4.1. SOE boards as defined in the SOE GuidelinesThe governing bodies of SOEs
Board structures and procedures vary both within and among jurisdictions. Some jurisdictions have two-tier boards that separate the supervisory (non-executive) and management function into different bodies. Such systems typically have a “supervisory board” composed of non-executive board members, in some cases including employee representatives, and a “management board” composed entirely of executives. Other jurisdictions have “unitary” boards, which bring together executive directors and non-executive directors.
Supervisory board and management board
The SOE Guidelines do not advocate for any particular board structure, recognising that both systems can facilitate the achievement of the outcomes-oriented recommendations, and intend to apply to whatever “board” structure is charged with the functions of governing the enterprise and monitoring management. In the typical two-tier system, found in some jurisdictions, “board” as used in the SOE Guidelines refers to the “supervisory board” while “key executives” refers to the “management board”. To ensure comparability of information, this specification is also considered in this chapter.
Source: OECD (2024[1]), OECD Guidelines on Corporate Governance of State-Owned Enterprises, OECD.
It is also best practice to encourage boards of directors to perform a wide range of activities allowing them to fulfil their functions through an appropriate corporate governance framework that is equally applicable to listed and unlisted SOEs. This analysis finds that boards in jurisdictions surveyed often perform strategy-setting and monitoring tasks, including the monitoring of top management. Aspects that are less common, but considered best practice, include decisions regarding CEO appointment and dismissal.
In terms of typical components of a thorough corporate governance framework, out of 42 jurisdictions:
All expect SOE boards to formulate, approve, review and monitor the corporate strategy for SOEs.
86% (36) expect SOE boards to monitor the effectiveness of the company’s governance practices and the performance of the top management.
74% (31) expect SOE boards to decide on executive board/CEO remuneration.
86% of jurisdictions (36) expect SOE boards to ensure the integrity of accounting and financial reporting and systems of control including for risk.
81% (34) expect SOE boards to apply high ethical standards including a code of corporate ethics.
Overall, 44% of jurisdictions report that their SOE corporate governance framework incorporates all elements outlined above.
Although corporate governance frameworks for SOEs typically outline a broad spectrum of responsibilities for their boards, one aspect often overlooked is the empowerment of SOE boards in the selection and removal of CEOs. Sixty cent per cent of jurisdictions expect SOE boards to appoint the CEO and to make decisions on CEO dismissal. For the remaining jurisdictions, CEO appointments and dismissal tends to be formally retained by the respective line ministry or the office of the head of government. Table A.B.4 in Annex B provides a detailed account of CEO appointment procedures across various jurisdictions.
4.2.1. Areas of improvement for SOE board practices
A benchmarking exercise undertaken by the OECD and the European Commission in 2022-23 sheds further light on national practices surrounding SOE boards. As noted in chapter 3, the exercise classifies jurisdictions into categories: Category 1 corresponds to full alignment with best practice across all economically significant SOEs owned at the central level.1 Category 2 denotes an alignment for those SOEs that are listed or belong to a selected portfolio. Category 3 means practices deviating from best practice in a material way. Category 4 suggests that a given practice is missing. A more detailed explanation of the assessment procedure and methodology is provided in Annex A.
The outcomes of the exercise highlight the following:
Board member independence. The definition of “independence” of board members varies widely across jurisdictions. When compared to a benchmark definition developed by the OECD, jurisdictions often missed the inclusion of limits on the term of independent board members. Limits on the term of any continuous appointments and limits on the possible number of reappointments are mechanisms to evaluate and maintain the effectiveness of board performance and independence (OECD, 2024[1]).
The role of the chair. Best practice calls for the chair to act as a liaison between the ownership entity and the SOE. Around half of the jurisdictions reported that both the chair and the CEO act as the point of contact between the SOE and its ownership entity, or - and perhaps less in line with the spirit of the SOE Guidelines, that the CEO serves as the primary point of contact instead of the chair.
Board evaluation procedures. Practices regarding board evaluations and their consequences vary widely across jurisdictions. While best practices remain largely unexplored, the benchmarking assessment highlights the preference for a thorough, structured evaluation process linking outcomes to future board and management developments. Presently, jurisdictions surveyed exhibit diverse practices, with only a few mandating performance improvement plans following the publication of evaluation results.
Table 4.1 summarises the results of the exercise in the form of a “heatmap.” It shows that policies around board structure are aligned with best practices for all significant SOEs and that policies on board nominations, safeguards on conflicts of interest, employee representation, board committees, and internal audit reporting lines to the board audit committee are also well aligned with best practices for listed or portfolios of SOEs. However, practices on the definition of objectives, minimum numbers of independent directors, the primary point of contact between SOEs and the state, and board performance evaluation diverge from best practices. Those areas are analysed in detail in the next sections.
Table 4.1. Comparative heatmap: SOE boards of directors
Copy link to Table 4.1. Comparative heatmap: SOE boards of directors
Jurisdiction |
Board structure |
Definition of objectives |
Board nominations |
Minimum number of independent directors |
Conflicts of interest safeguards |
Primary point of contact between state and board |
Employee representation |
Specialised board committees |
Performance evaluation |
Oversight of Internal audit function |
---|---|---|---|---|---|---|---|---|---|---|
Australia |
Cat1 |
Cat2 |
Cat3 |
Cat2 |
Cat2 |
Cat1 |
NA |
Cat1 |
Cat3 |
Cat1 |
Austria |
Cat2 |
Cat2 |
Cat1 |
Cat3 |
Cat1 |
Cat2 |
Cat2 |
Cat1 |
Cat4 |
Cat3 |
Belgium |
Cat1 |
Cat2 |
Cat3 |
Cat2 |
Cat3 |
Cat1 |
NA |
Cat2 |
Cat4 |
Cat1 |
Bulgaria |
Cat1 |
Cat3 |
Cat2 |
Cat2 |
Cat2 |
Cat3 |
NA |
Cat1 |
Cat3 |
Cat1 |
Brazil |
Cat1 |
Cat3 |
Cat3 |
Cat2 |
Cat2 |
Cat1 |
Cat2 |
Cat1 |
Cat3 |
Cat2 |
Canada |
Cat1 |
Cat3 |
Cat3 |
Cat4 |
Cat2 |
Cat1 |
NA |
Cat3 |
Cat3 |
Cat3 |
Chile |
Cat1 |
Cat1 |
Cat2 |
Cat3 |
Cat1 |
Cat2 |
Cat3 |
Cat3 |
Cat3 |
Cat2 |
Colombia |
Cat1 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Cat3 |
NA |
Cat2 |
Cat2 |
Cat1 |
Costa Rica |
Cat1 |
Cat1 |
Cat1 |
Cat3 |
NA |
Cat2 |
NA |
Cat3 |
Cat3 |
Cat3 |
Croatia |
Cat1 |
Cat4 |
Cat3 |
Cat2 |
Cat2 |
Cat1 |
Cat3 |
Cat1 |
Cat4 |
Cat3 |
Czechia |
Cat2 |
Cat4 |
Cat3 |
Cat4 |
Cat2 |
Cat3 |
Cat2 |
Cat1 |
Cat3 |
Cat4 |
Denmark |
Cat1 |
Cat1 |
Cat2 |
Cat1 |
Cat2 |
Cat1 |
Cat2 |
Cat4 |
Cat4 |
Cat2 |
Estonia |
Cat1 |
Cat1 |
Cat2 |
Cat4 |
Cat1 |
Cat3 |
NA |
Cat1 |
Cat3 |
Cat2 |
Finland |
Cat1 |
Cat1 |
Cat1 |
Cat1 |
Cat2 |
Cat2 |
NA |
Cat3 |
Cat3 |
Cat1 |
France |
Cat1 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Cat4 |
Cat1 |
Cat2 |
Cat3 |
Cat1 |
Germany |
Cat1 |
Cat2 |
Cat1 |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat1 |
Cat4 |
Cat1 |
Greece |
Cat1 |
Cat3 |
Cat2 |
Cat1 |
Cat2 |
Cat4 |
Cat1 |
Cat1 |
Cat3 |
Cat1 |
Hungary |
Cat1 |
Cat3 |
Cat3 |
Cat2 |
Cat2 |
Cat3 |
Cat3 |
Cat3 |
Cat3 |
Cat3 |
Ireland |
Cat1 |
Cat1 |
Cat1 |
Cat3 |
Cat1 |
Cat1 |
Cat2 |
Cat2 |
Cat4 |
Cat1 |
Israel |
Cat1 |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat1 |
Cat3 |
Cat1 |
Cat4 |
Cat1 |
Italy |
Cat1 |
Cat1 |
Cat1 |
Cat3 |
Cat1 |
Cat3 |
NA |
Cat2 |
Cat3 |
Cat1 |
Korea |
Cat1 |
Cat2 |
Cat1 |
Cat3 |
Cat1 |
Cat1 |
Cat1 |
Cat1 |
Cat4 |
Cat1 |
Latvia |
Cat1 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Cat2 |
NA |
Cat2 |
Cat3 |
Cat3 |
Lithuania |
Cat2 |
Cat2 |
Cat1 |
Cat2 |
Cat2 |
Cat1 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Luxembourg |
Cat1 |
Cat3 |
Cat2 |
Cat4 |
Cat2 |
Cat1 |
Cat3 |
Cat3 |
Cat3 |
Cat3 |
Netherlands |
Cat2 |
Cat2 |
Cat1 |
Cat2 |
Cat2 |
Cat2 |
NA |
Cat2 |
Cat3 |
Cat1 |
Norway |
Cat1 |
Cat1 |
Cat1 |
Cat2 |
Cat2 |
Cat1 |
Cat1 |
Cat1 |
NA |
Cat1 |
New Zealand |
Cat1 |
Cat1 |
Cat1 |
Cat2 |
Cat1 |
Cat2 |
NA |
Cat2 |
Cat2 |
Cat3 |
Philippines |
Cat2 |
Cat3 |
Cat3 |
Cat3 |
Cat3 |
Cat4 |
NA |
Cat1 |
Cat3 |
Cat2 |
Poland |
Cat1 |
Cat3 |
Cat1 |
Cat3 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Cat3 |
Cat1 |
Portugal |
Cat1 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Cat1 |
NA |
Cat3 |
Cat3 |
Cat1 |
Romania |
Cat1 |
Cat3 |
Cat3 |
Cat2 |
Cat2 |
Cat4 |
NA |
Cat1 |
Cat2 |
Cat1 |
Slovak Republic |
Cat1 |
Cat3 |
Cat3 |
Cat4 |
Cat2 |
Cat4 |
Cat3 |
Cat2 |
Cat3 |
Cat2 |
Slovenia |
Cat1 |
Cat2 |
Cat1 |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Spain |
Cat1 |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Sweden |
Cat1 |
Cat1 |
Cat1 |
Cat2 |
Cat2 |
Cat1 |
Cat2 |
Cat1 |
Cat2 |
Cat2 |
Switzerland |
Cat1 |
Cat1 |
Cat1 |
Cat3 |
Cat2 |
Cat1 |
Cat2 |
Cat3 |
Cat4 |
Cat3 |
Türkiye |
Cat1 |
Cat4 |
Cat3 |
Cat4 |
Cat2 |
Cat4 |
NA |
Cat4 |
Cat4 |
Cat4 |
Ukraine |
Cat1 |
Cat4 |
Cat3 |
Cat2 |
Cat3 |
Cat2 |
NA |
Cat3 |
Cat3 |
Cat3 |
United Kingdom |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat2 |
Cat1 |
NA |
Cat1 |
Cat3 |
Cat1 |
Average |
Cat1 |
Cat3 |
Cat2 |
Cat3 |
Cat2 |
Cat3 |
Cat2 |
Cat2 |
Cat3 |
Cat2 |
Note: OECD member countries Iceland, Japan, Mexico and the United States did not participate in the data gathering exercise. Green/Cat1: Full alignment for all SOEs; Yellow/Cat.2: Alignment for some SOEs; Orange/Cat3: No alignment; Purple/Cat4: Practice is missing.
Source: OECD Working Party on State Ownership and Privatisation Practices.
4.3. Remuneration of board members and key executives
Copy link to 4.3. Remuneration of board members and key executivesThe remuneration of boards and executive management presents important challenges for the ownership of SOEs, and it straddles the spheres of corporate and public sector governance. While remuneration schemes falling below market levels may hamper the recruitment of qualified candidates, remuneration levels perceived as being too high can cause a public backlash (OECD, 2022[2]).
The SOE Guidelines note that one of the prime responsibilities of the ownership entity is establishing a clear and transparent overarching remuneration policy for SOE boards that fosters the long- and medium-term interest of the enterprise and can attract and motivate qualified professionals. In addition, the SOE Guidelines note that SOE boards should align executive remuneration levels with the longer-term interest of the enterprise and its shareholders. It is also important that SOEs ensure high levels of transparency regarding the remuneration of board members and key executives, preferably on a disaggregated basis. Failure to provide adequate information to the public could result in negative perceptions and be perceived as lacking accountability (OECD, 2024[1]).
A 2022 OECD report on remuneration practices across 36 countries notes that in jurisdictions where SOEs are mainly commercial, board remuneration is either proposed by remuneration committees of SOEs or set by the central ownership or co-ordinating body based on private sector benchmarks. In contrast, in countries with “policy oriented” SOEs (including those operating under monopoly situations), or with a majority of SOEs of “strategic interest”, remuneration tends to either be set by law or based on public sector wage grids (OECD, 2022[2]).
In terms of the remuneration of board members, levels can vary according to the size of SOEs and their sector of operation. On average, board members of commercially oriented SOEs tend to receive higher fees than those of public policy oriented SOEs (i.e. SOEs pursuing PSOs). However, aggregate SOE board remuneration levels seem to stand significantly below those of private companies, which has reportedly hampered the recruitment of competent board members in several countries (OECD, 2022[2]).
Variable remuneration components are seldomly granted to supervisory board members (or non-executive directors) of SOEs. Only 17% of jurisdictions (6 out of 36) report including performance-related components. The main rationale behind the lack of variable remuneration is that it may compromise the independence of supervisory board members by aligning their interests with those of executive management.
Concerning the remuneration of key executives, the average remuneration of CEOs in commercially oriented SOEs is twice that of public policy oriented SOEs, except in jurisdictions where levels are regulated by law. In many countries, the disparity between remuneration levels of CEOs of large SOEs and small SOEs is also significant. Furthermore, in contexts of political or fiscal constraint, remuneration is generally prescribed by law or by separate government decision, with levels below the average of SOEs in other countries and lower than market levels in the domestic economy. On the other hand, in countries where remuneration is set at the full discretion of the board, levels are generally higher – sometimes explicitly based on private sector benchmarks (OECD, 2022[2]).
Furthermore, while 68% of jurisdictions (28 out of 41) empower SOE boards to decide on the executive boards’ remuneration as well as the CEO’s remuneration, only 44% (15 of 34) decide remuneration levels through remuneration committees (Table 4.2).
Table 4.2. Remuneration committees in SOEs
Copy link to Table 4.2. Remuneration committees in SOEsAre remuneration levels for key executives set by remuneration committees?
Answer |
Jurisdictions |
Total: 34 |
---|---|---|
Yes. |
Austria, Belgium, Brazil, Finland, France, Greece, Ireland, Japan, Korea, Mexico, New Zealand, Norway, Sweden, Switzerland, United Kingdom. |
15 |
On an ad-hoc basis. |
Colombia, Costa Rica, Germany, Hungary, Latvia, Lithuania, Slovenia. |
7 |
No. |
Australia, Azerbaijan, Bulgaria, Chile, Croatia, Czechia, Estonia, Israel, Philippines, Romania, Slovak Republic, United States. |
12 |
Source: OECD (2022[2]) Remuneration of Boards of Directors and Executive Management in State-Owned Enterprises, https://doi.org/10.1787/80d6dc04-en.
When it comes to the disclosure of remuneration of SOE board members and key executives, 93% of jurisdictions (40 of 43) require SOEs to engage in some form of disclosure (see Table A.B.2 in Annex B). However, practices differ widely across jurisdictions. Some SOE reports present remuneration as ranges, rates or on aggregate. For example, SOEs in Costa Rica and Lithuania only report board remuneration policies, without specifying the total amount of remuneration. Czechia and Poland do not require SOEs to disclose remuneration levels or remuneration policies.
4.4. Board composition, size, and diversity
Copy link to 4.4. Board composition, size, and diversityThe SOE Guidelines note that the state should ensure that the boards of SOEs have the necessary authority, competencies, and objectivity to carry out their functions of strategic guidance, risk management oversight and monitoring of management. They should act with and promote integrity and be held accountable for their actions. To encourage board responsibility and in order for boards to function effectively, the organisation of boards of directors should be consistent with best practices developed for listed companies. They should be limited in size, comprising only the number of directors necessary to ensure their effective functioning. All board members, including any public officials, should be nominated or appointed based on qualifications relevant to the enterprise’s sector of activity and business profile and have equivalent legal responsibilities. Furthermore, they should be diverse in their composition, as diversity in gender, age and geographical, professional and educational backgrounds equip boards with the right conditions to reach objective and independent judgements (OECD, 2024[1]).
A common diversity practice is to aim for a gender target in SOE boards, which has been reported by 58% of the responding jurisdictions (28 out of 48 jurisdictions) (Figure 4.2). Several OECD member countries and non-member economies have introduced gender targets to improve the gender balance on SOE boards with a threshold of at least a third of members being of the less-represented gender. While gender targets are often non-binding, they set trackable goals that can be monitored across time. Box 4.2 explains Australia’s gender balance policy in detail.
50% of jurisdictions establish a formal or informal requirement on skills and expertise, most commonly for board positions that require specific technical expertise in auditing and risk management. Forty per cent require that board members do not engage in more than a few board memberships at the same time, which ensures that board members have sufficient time to fully devote their attention to their board duties. Table 4.4 highlights in detail the various constraints and guidelines that shape board diversity in responding jurisdictions.
Box 4.2. Gender balance on Australian Government Boards
Copy link to Box 4.2. Gender balance on Australian Government BoardsOn 1 July 2016, the Australian Government committed to a target for women to hold 50% of government board positions. In addition, there is a target for men and women to each hold at least 40% of positions on individual boards. The percentage of women taking up board positions increased from 42.7% in 2017 to 51.6% in 2023 (see table below).
Since the policy came into effect, the Department of the Prime Minister and Cabinet has published annual reports tracking gender balance and providing an analysis of the composition of Australian Government Boards, which includes SOEs held at the central level. Similar targets have been set at the state level. For example, the Queensland Women’s Strategy sets a 50% gender target specifically for SOE boards.
Table 4.3. Gender balance on Australian Government Boards
Copy link to Table 4.3. Gender balance on Australian Government Boards
Year |
Number of boards |
Number of reportable positions filled |
Number of reportable positions filled by women |
Percentage of reportable positions filled by women |
---|---|---|---|---|
2023 |
344 |
2 208 |
1 139 |
51.6 |
2022 |
335 |
2 214 |
1 138 |
51.4 |
2021 |
342 |
2 315 |
1 149 |
49.6 |
2020 |
343 |
2 489 |
1 206 |
48.5 |
2019 |
341 |
2 313 |
1 109 |
47.9 |
2018 |
339 |
2 530 |
1 158 |
45.8 |
2017 |
337 |
2 508 |
1 072 |
42.7 |
Source: Department of the Prime Minister and Cabinet (2023[3]) Gender Balance on Australian Government Boards Report 2022-23, https://www.pmc.gov.au/sites/default/files/resource/download/gender-balance-australian-government-boards-report-2022-23_0.pdf .
Table 4.4. Characteristics and qualifications of board members
Copy link to Table 4.4. Characteristics and qualifications of board membersAre there any constraints or guidelines on the characteristics of members that can be appointed?
Jurisdiction |
No constraints |
Maximum number of members |
Minimum number of members |
Gender and diversity targets |
Minimum number of independent members |
Maximum number of boards one person may a member of |
Appropriate skills and expertise |
---|---|---|---|---|---|---|---|
Australia |
x |
x |
x |
x |
x |
||
Austria |
x |
x |
x |
||||
Azerbaijan |
x |
||||||
Belgium |
x |
||||||
Brazil |
x |
x |
x |
||||
Bulgaria |
x |
x |
x |
||||
Canada |
x |
x |
|||||
Chile |
x |
x |
x |
||||
Colombia |
x |
x |
x |
x |
|||
Costa Rica |
x |
x |
x |
||||
Croatia |
x |
x |
x |
x |
|||
Czechia |
x |
x |
x |
||||
Denmark |
x |
||||||
Estonia |
x |
x |
x |
x |
|||
Finland |
x |
x |
x |
x |
|||
France |
x |
x |
|||||
Germany |
x |
x |
x |
x |
|||
Greece |
x |
x |
|||||
Hungary |
x |
||||||
India |
x |
||||||
Ireland |
x |
x |
x |
x |
x |
||
Israel |
x |
||||||
Italy |
x |
x |
x |
||||
Korea |
x |
x |
x |
x |
x |
||
Latvia |
x |
||||||
Lithuania |
x |
x |
x |
x |
|||
Luxembourg |
x |
||||||
Malaysia |
x |
||||||
Morocco |
x |
||||||
Netherlands |
x |
x |
x |
||||
New Zealand |
x |
||||||
Norway |
x |
x |
x |
||||
Peru |
x |
x |
x |
x |
x |
x |
|
Philippines |
x |
||||||
Poland |
x |
||||||
Portugal |
x |
x |
|||||
Romania |
x |
x |
|||||
Slovak Republic |
x |
||||||
Slovenia |
x |
||||||
Spain |
x |
||||||
Sweden |
x |
x |
x |
||||
Switzerland |
x |
x |
x |
||||
Thailand |
x |
x |
x |
||||
Türkiye |
x |
||||||
Ukraine |
x |
||||||
United Kingdom |
x |
x |
|||||
United States |
x |
x |
|||||
Viet Nam |
x |
||||||
Total: 48 |
4 |
13 |
11 |
28 |
15 |
19 |
24 |
Source: OECD Working Party on State Ownership and Privatisation Practices.
4.5. Independence of board members
Copy link to 4.5. Independence of board membersSOE boards should be objective and independent in their decision-making. In boards where state representatives are appointed, there should be a sufficient number of independent directors to balance boardroom discussions. Box 4.3 provides a benchmark definition of “independence” against which responding jurisdictions were assessed.
Thirty one per cent of jurisdictions (15 out of 48) require a minimum number of independent members on SOE boards. Jurisdictions differ in terms of the definitions they use to describe “independence” and definitions adopted by jurisdictions tend to differ from the benchmark provided in Box 4.3.
Those jurisdictions where the definition deviates from the benchmark definition tend to omit term limits. For 20% of jurisdictions, the definition covers all relevant elements in Box 4.3, though it is only applicable to a selected portfolio of SOEs. Only two jurisdictions (5%), Finland and Greece, apply a consistent and best practice-aligned definition of independence across all SOEs (Table 4.5).
Box 4.3. OECD benchmark definition of board member independence
Copy link to Box 4.3. OECD benchmark definition of board member independenceBased on the 2015 revision of the SOE Guidelines and best practices, a benchmark definition of "independence" applicable to SOE board members has been crafted. This benchmark facilitates comparisons with national definitions, considering the following key points:
Non-executive directors and supervisory board members should not have held positions as executive directors, managers, employees, or financial auditors of the SOE or its subsidiaries within specified recent years, with clear cooling-off periods delineated.
They should not hold significant shares in the SOE and should not have engaged in business relations with the SOE or its subsidiaries within the past year.
There should be no familial or other close relationships with individuals occupying positions described in the preceding points.
Term limits for appointments should be enforced.
The 2024 version of the SOE Guidelines provide a new, strengthened definition of "independence" for SOE board members. According to this new definition, independent board members are understood as:
Individuals free of any material interests (including remuneration, directly or indirectly, from the enterprise or its group other than directorship fees);
or free of relationships with the enterprise (non-executive board members), the state (neither civil servants, public officials, nor elected politicians), its management, and other major shareholders, as well as with institutions and interest groups with a direct interest in the operations of the SOE that create a conflict of interest that could jeopardise their exercise of objective judgement; and as
individuals selected based on merit, in possession of an independent mindset and sufficient competencies to carry out the board duties.
Table 4.5. Definition of “independence”
Copy link to Table 4.5. Definition of “independence”Does the definition of "independent" align with best practice?
Answer |
Jurisdictions |
Total: 41 |
---|---|---|
Yes, the national definition aligns with best practice and is applicable to all SOEs. |
Finland, Greece. |
2 |
Yes, the national definition aligns with best practice, but applies to some SOEs. |
Croatia, Denmark, Germany, Peru, Romania, Spain, Ukraine, United Kingdom. |
8 |
The national definition deviates from best practice. |
Australia, Austria, Belgium, Brazil, Bulgaria, Chile, Colombia, Costa Rica, Estonia, France, Hungary, Ireland, Israel, Italy, Korea, Latvia, Lithuania, Netherlands, New Zealand, Norway, Philippines, Poland, Portugal, Slovenia, Sweden, Switzerland. |
26 |
No definition, nor practice in place to ensure SOE board independence. |
Canada, Czechia, Luxembourg, Slovak Republic, Türkiye. |
5 |
Note: This table is based on the benchmark definition of the 2015 edition of the SOE Guidelines.
Source: OECD Working Party on State Ownership and Privatisation Practices.
4.6. Safeguarding SOE boards from political influence
Copy link to 4.6. Safeguarding SOE boards from political influenceThe SOE Guidelines emphasise that establishing and safeguarding well-structured, merit-based and transparent board nomination processes should involve establishing a structured nomination and appointment process, safeguarded from undue political influence, respecting other shareholders’ rights and playing an active role in this process (OECD, 2024[1]).
Generally, the state as shareholder should not be involved in the appointment of the CEO and other senior management and executive positions, and decisions should be made based primarily on professional criteria. In instances where the state wholly-owns SOEs, the appointment of the CEO should be made through a competitive selection procedure that is independent from election cycles. Legal measures to protect against patronage, political financing or personal or related-party enrichment should be applied to SOEs across a variety of criminal and administrative laws. Related party transactions should be made transparent, and conflict of interest requirements should apply to civil servants on SOE boards.
Most jurisdictions report penalties of various levels of severity if a board member were found to have been unduly influenced by outside persons or institutions, depending on the type of infraction or crime (Table 4.6). Fifty five per cent of jurisdictions (23 out of of 42) indicate that if a board member were found to be unduly influenced by an outside person or institutions, they would be dismissed from their role. In general, it is well noted that, beyond punitive measures, the autonomy and integrity of boards (and executive management) may limit the opportunities for undue influence in SOE operations (OECD, 2023[5]).
Table 4.6. Penalties for undue influence of board members
Copy link to Table 4.6. Penalties for undue influence of board membersWhat penalties are available if a board member were found to have been unduly influenced by outside persons or institutions?
Answer |
Jurisdictions |
Total, multiple options possible |
---|---|---|
Dismissal of board members. |
Austria, Canada, Costa Rica, Denmark, Estonia, Germany, Greece, Hungary, Ireland, Israel, Korea, Latvia, Lithuania, Peru, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden, United Kingdom, United States. |
23 |
Fines or order for forfeiture. |
Brazil, Costa Rica, Germany, Greece, Ireland, Korea, Latvia, New Zealand, Slovak Republic, Sweden, United States. |
11 |
Imprisonment. |
Brazil, Germany, Ireland, Italy, Latvia, New Zealand, Peru, Sweden, United States. |
9 |
Other. |
Austria, Belgium, Bulgaria, Chile, Colombia, Costa Rica, Croatia, Czechia, Estonia, Finland, Germany, Greece, Hungary, Ireland, Italy, Latvia, Norway, Philippines, Poland, Romania, Slovenia, Spain, Sweden, The Netherlands, Ukraine, United Kingdom. |
26 |
Note: Other may refer to penalties as a response to board members committing a civil wrong or criminal misconduct, or liabilities of boards of directors.
Source: OECD Working Party on State Ownership and Privatisation Practices.
Most jurisdictions permit career civil servants to serve on SOE boards of directors (Figure 4.3). Twenty‑five per cent of jurisdictions (12 of 48) do not ban elected politicians to serve on SOE boards. While appointments of elected politicians or politically appointed ministerial officials may not be prohibited by law in certain jurisdictions, in practice, such appointments may not be common. In most jurisdictions, suitable candidates for SOE non-executive independent board members have both private and public sector experience. Table A.B.4 in Annex B provides detailed information on who may serve on SOE boards.2
Jurisdictions that allow elected politicians to serve on boards tend to implement safeguards to protect their roles from conflicts of interests if such persons are in a position to materially influence the operating conditions of the SOE. For example, Finnish administrative law prohibits civil servants from becoming members of company boards if their roles are subject to conflicts of interests. Another safeguard frequently employed are “cooling-off periods” of various lengths. For instance, Latvia requires that civil servants and ministerial officials that may serve on boards of SOEs have not been involved with a political party, or empowered representatives or leaders for 24 months leading up to their function as a member of the board.
4.7. Specialised committees supporting SOE boards
Copy link to 4.7. Specialised committees supporting SOE boardsThe SOE Guidelines recommend that SOE boards may set up specialised committees to support the work of the board, particularly with respect to audit, risk management, and remuneration (OECD, 2024[1]). Best practice suggests that such committees should be composed of independent and qualified members. Depending on the size and risk exposure of the SOE, nomination, risk management, or sustainability committees can also support the board with related tasks.
Fifty-eight percent of jurisdictions (23 of 40) have legal provisions that govern the mandates, composition, and working procedures of SOE board committees (Table 4.7). It should be noted that such provisions may also be based on corporate governance codes that apply to some SOEs only. Twenty-five percent of jurisdictions (10 of 40) report that functions and mandates of committees for SOEs are solely governed and disclosed through board charters. Therefore, there appears to be significant differences in how board committee mandates are established at the SOE portfolio level, depending on whether SOEs are large or listed.
Table 4.7. The mandates of SOE board committees
Copy link to Table 4.7. The mandates of SOE board committeesWhere SOE board committees exist, how are their mandates, composition and working procedures established and disclosed?
Jurisdiction |
Law or regulation |
Corporate bylaws or charter |
Board charter |
Mandated by law or regulation only for financial sector SOEs |
---|---|---|---|---|
Australia |
x |
x |
x |
|
Austria |
x |
x |
||
Belgium |
x |
|||
Brazil |
x |
x |
x |
|
Bulgaria |
x |
x |
||
Canada |
x |
x |
||
Chile |
x |
|||
Colombia |
x |
|||
Costa Rica* |
x |
x |
x |
|
Croatia |
x |
x |
x |
|
Czechia |
x |
|||
Estonia |
x |
x |
||
Finland |
x |
|||
France |
x |
|||
Germany |
x |
x |
x |
|
Greece |
x |
|||
Hungary |
x |
|||
Ireland |
x |
|||
Israel |
x |
x |
||
Italy |
x |
|||
Korea |
x |
x |
||
Latvia |
x |
x |
||
Lithuania |
x |
|||
Luxembourg |
x |
|||
Netherlands |
x |
x |
x |
|
New Zealand |
x |
|||
Norway |
x |
x |
||
Peru |
x |
|||
Philippines |
x |
x |
x |
|
Poland |
x |
|||
Portugal |
x |
|||
Romania |
x |
x |
x |
|
Slovak Republic |
x |
x |
x |
|
Slovenia |
x |
|||
Spain |
x |
|||
Sweden |
x |
|||
Switzerland |
x |
|||
Ukraine |
x |
x |
||
United Kingdom |
x |
|||
United States |
x |
|||
Total: 40 |
23 |
19 |
23 |
2 |
Note: More than one response is possible. *In Costa Rica, board committees’ mandates, composition and working procedures are established by law or regulation only for financial sector SOEs
Source: OECD Working Party on State Ownership and Privatisation Practices.
4.8. The chair of the board
Copy link to 4.8. The chair of the boardAccording to the SOE Guidelines, the chair of an SOE board should assume responsibility for boardroom efficiency and, when necessary, in co-ordination with other board members, act as the liaison for communications with the state ownership entity (OECD, 2024[1]). Separation between the roles of the chair and CEO is particularly important in SOEs where it is usually considered necessary to ensure the board’s independence from management. Board evaluations should be carried out under the supervision of the chair.
Fifty-seven percent of jurisdictions (23 out of 40 jurisdictions) do not allow or discourage the chair of an SOE to also act as its CEO (Figure 4.4). However, in 15% of jurisdictions it is both allowed and common that the chair is also the CEO. Furthermore, in practice, the CEO sometimes takes on the role as liaison with the ownership entity besides the chair, and in some rare cases the CEO is the only point of contact between the ownership entity and the SOE.
4.9. Board evaluation processes
Copy link to 4.9. Board evaluation processesFigure 4.5 summarises best practices SOE boards should adopt to carry out a well-structured evaluation to appraise their performance and efficiency. Systematic board evaluation processes ensure that boards operate in an efficient manner. The outcomes of board evaluations can also serve as a helpful source of information for future board nomination and appointment processes (see Box 4.4 for an example).
Overall, there seems to be significant differences in the extent to which SOE board evaluation processes adhere to established protocols, with many diverging from best practices. While 68% of jurisdictions (26 of 38) evaluate the activities of the SOE board as a whole, only 31% place a focus on evaluating the role of the chair (Figure 4.6). Furthermore, when using evaluation results to inform board nomination procedures, 32% of jurisdictions (13 out of 41) rely on informal practices, whereas 44% follow formal processes.
Box 4.4. Board evaluation systems: the example of Greece
Copy link to Box 4.4. Board evaluation systems: the example of GreeceIn Greece, efforts are underway to establish a robust board evaluation system within the Hellenic Corporation of Assets and Participations (HCAP) portfolio, offering comprehensive guidance on the evaluation and monitoring processes. HCAP proposes evaluating the board as a unified entity. The chair of the board, the CEO, and other board members are evaluated annually on the effective execution of their duties; and every three years, this evaluation is conducted with the assistance of an external advisor. The evaluation process is overseen by the chair in collaboration with the Nominations Committee. Additionally, the effectiveness of the chair is assessed through a procedure led by the Nominations Committee.
4.10. Internal audit and control processes
Copy link to 4.10. Internal audit and control processesAnother core corporate governance function for which the board has responsibility is internal audit, which commonly serves to evaluate an SOE’s governance, risk management and internal control processes. Internal auditors play an important role in the SOEs’ internal controls system by promoting efficient and robust disclosure through evaluation of the completeness, integrity, accuracy, timeliness, and frequency of reporting on all material information. The internal audit function can play a critical role in providing support to the audit committee of the board, or an equivalent body (section 3.3 in chapter 3 on Disclosure, transparency and accountability of SOEs includes a discussion of independent external audits).
It is considered best practice to require an internal audit function in large companies and for it to have unrestricted access to the board. Depending on their size, structure, complexity, and risk profile, other SOEs are encouraged to establish an internal audit function to the extent possible. Internal auditors should have procedures in place to determine that the SOE’s management can collect, compile and present detailed information in its disclosures. Good practice calls for establishing an internal audit charter that sets out the purpose, roles and responsibilities and procedures of the internal audit function. They should also evaluate whether SOE procedures are adequately implemented. Internal auditors should be separate from the operations which they evaluate and report directly to the board and/or its audit committee to be chaired by an independent director or be composed of mostly independent directors.
In line with best practices, 77% of jurisdictions (33 out of 43) require an internal audit function in their large and/or listed SOEs (Table 4.8). Furthermore, 36% report that state representatives are not able to take up the function of an internal auditor for SOEs, or that this does not happen in practice while not necessarily being prohibited.
In a minority of jurisdictions, the internal audit function of SOEs can be substituted or supplemented by an internal audit department of the state, or of a given ministry. There is little visibility on whether professional collaboration between internal and external auditors is encouraged, as called for in the SOE Guidelines and OECD Guidelines on Anti-Corruption and Integrity in SOEs, though it appears in practice that most jurisdictions do not promote such a collaboration.
Table 4.8. Internal audit practices
Copy link to Table 4.8. Internal audit practices
Jurisdiction |
What is the legislative basis to the internal audit function? |
Does every SOE need to have an internal audit function? |
To whom do internal auditors report to? |
Can state representatives be internal auditors? |
Do external auditors work in collaboration with internal auditors? |
---|---|---|---|---|---|
Australia |
SOE Statue, Law 13.303/16 and CGPAR Resolution nº 34/2022 |
Yes |
To the board or audit committee |
No |
Yes |
Austria |
Section 13 of the Federal Public Corporate Governance Code |
Only large SOEs |
The supervisory or audit committee |
Not specified |
Not specified |
Azerbaijan |
The law “on internal audit” – (https://e-qanun.az/framework/13241) |
Yes, in some SOEs |
Yes, to the respective managing body (Supervisory board or Directors board) of SOE |
Yes, but internal auditors must be independent (cooling-off period) |
Yes |
Belgium |
Not specified |
Not specified |
Not specified |
Yes |
Not specified |
Brazil |
PGPA Act s. 16(b) |
No |
To the board |
Yes, but internal auditors must be independent (cooling-off period) |
Yes |
Bulgaria |
The Public Sector Internal Audit Act; International standards for professional practice in internal auditing |
Yes, in some SOEs* |
To the board or CEO |
No |
Not specified |
Canada |
Section 131(3) of the Financial Administration Act |
Yes |
Not specified |
Not specified |
Not specified |
Chile |
Unknown |
Yes |
To the board |
Not specified |
Not specified |
Colombia |
Law 87 of 1993 and the Anti-Corruption Statute |
Yes |
To the President/ the board |
Yes, but internal auditors must be independent (cooling-off period) |
Not specified |
Costa Rica |
In the case of state-owned enterprises operating in the non-financial sector, in accordance with Internal Control Law No. 8292, Article 24 The Office of the Comptroller General of the Republic is an independent unit, therefore, it is not part of the Internal Audit function. |
Yes |
To the board |
No |
Yes |
Croatia |
Law on the System of Internal Controls in the Public Sector |
Yes |
To the supervisory or audit committee |
Yes |
Not specified |
Czechia |
NA |
No |
To the board |
Not specified |
Yes, in certain circumstances |
Denmark |
Not specified |
Only large SOEs |
Not specified |
Not specified |
Not specified |
Estonia |
State Assets Act and Auditors Activities Act |
Only large SOEs |
To the board |
No |
Yes |
Finland |
The Companies Act |
Only large SOEs |
To the board |
No |
Yes |
France |
No (but listed firms are generally IFACI certified) |
Only listed SOEs |
To the audit and risk committee |
No |
Not specified |
Germany |
The Public Corporate Governance Kodex |
Yes |
To the board |
No |
Yes, in certain circumstances |
Greece |
Law 4972/2022 and Law 4795/2021 |
Yes |
To the board |
No |
Yes, in certain circumstances |
Hungary |
NA |
Only listed SOEs |
NA |
Yes |
Not specified |
Ireland |
Code of Practice for the Governance of State Bodies August 2016, Paragraph 7.7, page 35 of the Code |
Yes |
To the audit and risk committee |
No |
Yes |
Israel |
Unknown |
Yes |
To the audit committee |
Yes |
Not specified |
Italy |
Italian Legislative Decree no. 175 of 19 August 2016, "Consolidated law on State-Owned Enterprises " |
No |
To the board |
No |
Not specified |
Korea |
The AMPI stipulates that any public corporation over KRW 2 trillion in assets shall establish an audit committee under the board of directors. |
Only large SOEs |
To the board |
Not specified |
Not specified |
Latvia |
NA |
Only listed SOEs |
NA |
NA |
Not specified |
Lithuania |
Law on internal control and internal audit of the Republic of Lithuania |
No |
To the head of the statutory enterprise and the board |
NA |
No |
Luxembourg |
Yes, for commercial SOEs, law on commercial companies applies: https://legilux.public.lu/eli/etat/leg/loi/1915/08/10/n1/consolide/20171219 |
Only commercial SOEs |
To the audit committee |
Yes |
Yes |
Netherlands |
Dutch Corporate Governance Code |
Only listed SOEs |
To the board |
NA |
Yes |
New Zealand |
NA |
NA |
To the risk or audit committee |
Yes |
Yes |
Norway |
NA |
No |
To the board |
No |
Yes |
Peru |
Articles 21, 22 of Decree-Supreme No. 176/2010 |
Yes |
To the board |
Not specified |
Not specified |
Philippines |
No. 26(a) on Internal Audit of the CGS (GCG Memorandum Circular No. 2015-07 Corporate Governance Scorecard for GOCCs asks if the GOCC has a separate internal audit function |
Yes |
To the board |
No |
Not specified |
Poland |
NA |
Only listed SOEs |
To the board |
Not specified |
Not specified |
Portugal |
Article 19 of Decree-Law No. 18/2017, of 10 February |
Only large SOEs |
To the board |
Not specified |
Not specified |
Romania |
Law no. 672 /2002 |
No |
To the board |
No |
Not specified |
Slovak Republic |
Based on SHAs (shareholders’ rights agreements) |
No |
To the board |
Not specified |
Yes |
Slovenia |
Governance Code of Companies with State Capital Investment |
Only large SOEs |
To the board |
No |
Yes |
Spain |
Unclear |
No |
Not specified |
Not specified |
Not specified |
Sweden |
The Swedish Corporate Governance Code |
No |
To the board |
No |
Yes |
Switzerland |
NA |
No |
To the board or audit committee |
Yes, but they are not in practice |
Not specified |
Thailand |
Regulation of the Ministry of Finance on audit committees and internal audit of state enterprises B.E. 2555 (2012) and State Fiscal and Financial Disciplines Act B.E. 2561 (2018) |
Yes |
To the audit committee |
Unclear |
Not specified |
Türkiye |
2015 Annual General Investment and Financing Program |
Yes |
To the board |
Yes |
Not specified |
Ukraine |
Article 11-4 of the Law "On the Management of State-Owned Objects" |
Yes |
To the board |
Not specified |
Not specified |
United Kingdom |
Not specified |
Yes, in some SOEs |
To the risk or audit committee |
Yes, but they are not in practice |
Yes |
United States |
31 U.S. Code § 9105 |
Yes, in some SOEs |
To the CEO/ Government/ Congress |
Not specified |
Not specified |
Viet Nam |
Decree No. 05/2019/ND-CP and Vietnamese Standards and Code of Ethics for Internal Auditing (Circular No. 08/2021/TT-BTC) |
Yes, in some SOEs |
Not specified |
Not specified |
Not specified |
Note: In Finland, state representatives are not part of internal audit, however they are not legally forbidden from taking on such a function. In Switzerland there are also no prohibitions in place. But generally, no state representatives should serve as a member of the board of directors. No state representatives are holding an internal audit function at the moment of reporting. In Bulgaria, the Public Sector Internal Audit Act, art. 12, par. 2 defines the internal audit practices and the set up of internal audit units.
Source: OECD Working Party on State Ownership and Privatisation Practices.
References
[3] Commonwealth of Australia, D. (2023), Gender Balance on Australian Government Boards 2022-23, https://www.pmc.gov.au/sites/default/files/resource/download/gender-balance-australian-government-boards-report-2022-23_0.pdf.
[1] OECD (2024), OECD Guidelines on Corporate Governance of State-Owned Enterprises 2024, OECD Publishing, Paris, https://doi.org/10.1787/18a24f43-en.
[5] OECD (2023), Safeguarding State-Owned Enterprises from Undue Influence: Implementing the OECD Guidelines on Anti-Corruption and Integrity in State-Owned Enterprises, Corporate Governance, OECD Publishing, Paris, https://doi.org/10.1787/47444e1c-en.
[2] OECD (2022), Remuneration of Boards of Directors and Executive Management in State-Owned Enterprises, OECD Publishing, Paris, https://doi.org/10.1787/80d6dc04-en.
[4] OECD (2015), OECD Guidelines on Corporate Governance of State-Owned Enterprises, 2015 Edition, OECD Publishing, Paris, https://doi.org/10.1787/9789264244160-en.
Note
Copy link to Note← 1. To determine which SOEs are “large” or “economically significant”, respondents were asked to refer to the national legislation that provides a legal definition for “large company”, and consider those SOEs that fall under this definition, should their practices be different from small SOEs. If there is no such legal definition, SOEs that represent 2/3 of the value of the SOE portfolio (either by employment or turnover), or in case of a very large portfolio, the 10 largest SOEs (either by employment or by turnover), were considered.