Board Member Nomination and Ele - OECD

Foreword
Table of contents
Executive summary
Assessment and recommendations
Part I.  Overall situation and lessons from the reviewed economies
	Chapter1. Implementing the OECD Principles of Corporate Governance in diverse institutional and legal conditions
		1.1. The perspective of the principles
		1.2. The perspective of reviewed jurisdictions
			Box 1.1. Nominating and voting systems for independent directors: some examples of special procedures
			Figure 1.1. European board composition (by category of director)
		1.3. The perspective of other jurisdictions
			Table 1.1. Board Independence
			Table 1.2. Nomination by shareholders before the AGM
			Table 1.3. Nomination committee
			Table 1.4. Voting mechanisms
		Notes
		Bibliography
Part II. Country reviews of the corporate governance framework of listed companies and board nomination and election practices
	Chapter2. Indonesia: Review of board nomination and election practices
		2.1. Introduction
		2.2. Corporate governance framework
			Table 2.1. Number of commissioners and directors on the boards
			Table 2.2. Educational background of commissioners and directors
		2.3. Board nomination processes and shareholders’ rights
		2.4. Shareholders’ right to elect board members
		2.5. Degree of disclosure about the nomination and election process
		2.6. Overall functioning
		2.7. Assessment and conclusions
		Bibliography
	Chapter3. Korea: Review of board nomination and election practices
		3.1. Introduction
		3.2. Corporate governance framework
		3.3. Board nomination processes
		3.4. Shareholders’ right to elect board members
		3.5. Degree of disclosure about the nomination and election process
		3.6. Overall functioning
			Box 3.1. Corporate governance-related enforcement relevant to board duties and appointments
		3.7. Assessment and conclusions
		Notes
		Bibliography
	Chapter4. The Netherlands: Review of board nomination and election practices
		4.1. Introduction
		4.2. Corporate governance framework
			Table 4.1. Company share voting concentration in Dutch AEX companies
			Box 4.1. Board structures and appointment rights in the Netherlands
			Box 4.2. The Role of the Judiciary in Shareholder-Company Disputes in the Netherlands
		4.3. Board nomination processes and shareholders’ rights
		4.4. Shareholders’ right to elect board members
		4.5. Degree of disclosure about the nomination and election process
		4.6. Overall functioning
		4.7. Assessment and conclusions
		Notes
		Bibliography
	Chapter5. United States of America: Review of board nomination and election practices
		5.1. Introduction
		5.2. Corporate governance framework
			Figure 5.1. Incidence of shareholder control
			Figure 5.2. Evolution of corporate ownership in the United States
		5.3. Board nomination processes and shareholders’ rights
			Table 5.1. Independent director backgrounds
			Figure 5.3. Recent trends in NYSE and Nasdaq Top 100 companies
			Figure 5.4. Recent trends in S&P 500 companies
		5.4. Shareholders’ right to nominate and elect board members
			Box 5.1. The proxy process
			Figure 5.5. Majority vote in US companies
			Figure 5.6. Contested elections in the US
			Box 5.2. The proxy access litigation
		5.5. Disclosure about the nomination and election process
		5.6. Overall functioning
			Box 5.3. Boards under founders’ control
		5.7. Assessment and conclusions
		Notes
		Bibliography
Annex Comparison of US principles equivalent to reviewed OECD principles