CORPORATE GOVERNANCE: WHAT IT IS AND WHY IT MATTERS?

May 29th, 2015
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Adelphi University
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Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings: 1. Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.

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OECD Principle on Ethical Corporate Governance:I. The rights of shareholdersThe corporate governance framework should protect shareholders rights:A. Basic shareholder rights include the right to: 1) Secure methods of ownership registration; 2) Convey or transfer shares; 3) Obtain relevant information on the corporation on a timely and regular basis; 4) Participate and vote in general shareholder meetings; 5) Elect members of the board; 6) Share in the profits of the corporation.B. Shareholders have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: 1) Amendments to the statutes, or articles of incorporation or similar governing documents of the company;2) The authorization of additional shares; and 3) Extraordinary transactions that in effect result in the sale of the company.C. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings:1. Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.2. Opportunity should be provided for shareholders to ask questions of the board and to place items on the agenda at general meetings, subject to reasonable limitations.

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