Toolkit 2: Developing Corporate Governance Codes of Best Practice

June 30, 2005

Whilst globalization of economies has increased, and international corporate guidelines have been adopted, each country has its own values, societal norms, way of doing business, and special circumstances. Thus, to guide policy makers, market players, and corporations in adopting sound corporate governance practices at the local level, every country should endeavor to develop its own corporate governance code.

The toolkit sets out a step-by-step approach that could be followed by stakeholders to develop, implement, and review a Corporate Governance Code of Best Practice.

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Available in   ARABIC   |  FRENCH   |   RUSSIAN    |   SPANISH

VOLUME 1: Rationale:

- Why is corporate governance important?
- What are corporate governance codes of best practice?
- Why are corporate governance codes useful?

Volume 1 Annexes:

- Further reading
- Example of laws that affect corporate directors
- The German scorecard approach
- Summary of general Motors' board guidelines
- Comparison of selected corporate governance codes

VOLUME 2: Process:

- Initiating the Process: 

The parties involved in the initial stages of developing a corporate governance code;
The formation of the crafting committee;
The appointment and functions of the key individual members.

- Managing the Process: 

Developing a master schedule; 
Setting the terms of reference for the committee’s work; 
Dealing with internal and external challenges.

- Consulting Stakeholders: 

Key stakeholders and their level of involvement;
Methods of consultation.

- Researching and Drafting the Code: 

Researching existing international best practice and models; 
Assessing the country’s legal framework and reform needs; 
Integrating consultation feedback; 
Adopting the right style and format; 
Agreeing on the final code.

- Implementing and Monitoring: 

Launching and disseminating the code; 
Adopting and implementing the code;
Measuring the impact of the code; 
Updating the code.

Volume 2 Annexes:

- Sample tasks for a consultant contract
- Sample engagement letter for a consultant
- Evaluating the committee’s performance
- Sample letter for telephone interview
- Specimen letter of appreciation
- Sample press release
- U.K. code of practice on consultation
- The Millstein Report (1997)
- Summary of a corporate governance country assessment
- Corporate governance challenges identified by the regional corporate governance round tables (2004)
- Monitoring and enforcing corporate governance best practices in the United Kingdom
- Review of the OECD principles of corporate governance