This report presents the results of the OECD’s fifth peer review based on the OECD Principles of Corporate Governance. The report covers the corporate governance framework and practices relating to the supervision and enforcement, both public and private, in the specific areas of i) related party transactions (RPTs), ii) takeover bids and iii) shareholder meetings. It covers 27 jurisdictions.

This report reviews the supervision and enforcement of corporate governance arrangements in the areas of i) related party transactions (RPTs), ii) takeover bids and iii) shareholder meetings, in 27 of the jurisdictions that participate in the OECD Corporate Governance Committee. Against the background of the OECD Principles of Corporate Governance, it describes how various jurisdictions have chosen to implement the Principles relating to supervision and enforcement

This report presents the results of the fifth peer review based on the OECD Principles of Corporate Governance. The report is focused on the corporate governance framework and practices that relate to the supervision and enforcement in the specific areas of i) related party transactions (RPTs), ii) takeover bids and iii) shareholder meetings. Chapter 1 of the report summarises public and private supervision and enforcement practices in the 27 jurisdictions that participated in the review. It is based upon a questionnaire that was sent to all participating jurisdictions in June 2012, discussions in the OECD Corporate Governance Committee in November 2012 and April 2013, as well as conclusions from the three in-depth studies of supervision and enforcement practices in Brazil, Turkey and the United States contained in Chapters 2-4.

This chapter, part of the fifth peer review based on the OECD Principles of Corporate Governance, summarises public and private supervision and enforcement practices in Brazil, in particular in the areas of related party transactions (RPTs), takeover bids and shareholder meetings. The chapter, prepared by Maria Helena Santana, former Chair of Brazil’s Securities Commission, the CVM, acting as a consultant to the OECD, highlights the key characteristics, strengths and limitations of the Brazilian framework for corporate governance-related enforcement, including a strong reliance on the supervision of its Securities Commission (CVM); close co-operation between CVM and Brazil’s Stock Exchange (BM and FBovespa), on enforcement of listing requirements; and greater use of market arbitration mechanisms than court processes to settle corporate governance-related disputes. It concludes with some recommendations on further improvements in the supervision and enforcement framework.

This chapter, part of the fifth peer review based on the OECD Principles of Corporate Governance, summarises public and private supervision and enforcement practices in Turkey, in particular in the areas of related party transactions (RPTs), takeover bids and shareholder meetings. The chapter, prepared by the OECD Secretariat (Akira Nozaki and Winfrid Blaschke), highlights the key characteristics, strengths and limitations of the Turkish framework for corporate governance-related enforcement, including a strong reliance on the supervision of its Securities Commission (CMB).

This chapter, part of the fifth peer review based on the OECD Principles of Corporate Governance, summarises public and private supervision and enforcement practices in the United States, in particular in the areas of related party transactions (RPTs), takeover bids and shareholder meetings. The chapter, prepared largely by Laurence Hamermesh, Professor, Widener University School of Law, acting as a consultant to the OECD, highlights the key characteristics, strengths and limitations of the US framework for corporate governancerelated enforcement, including a strong reliance on private supervision through shareholder lawsuits. It also examines the interaction of private supervision and enforcement with public enforcement, of governance rules applicable to related-party transactions (RPTs) and takeovers.