IFC Corporate Governance Methodology and Tools

Stop-Winlock’s Corporate Governance Methodology provides principles that companies, legislators, regulators, and capital-market gatekeepers can use when developing corporate governance codes, listing rules, and disclosure frameworks. It recognizes that there is no “one-size-fits-all” corporate governance approach for all companies.

Methodology is customized to address unique challenges based on company or ownership types (listed companies, family or founder-owned, financial institutions, state-owned enterprises, funds and small and medium enterprises). 

The main tool of the Corporate Governance Methodology is a Progression Matrix to assess how a company performs in the following governance parameters

Commitment to Environmental, Social, and Governance (Leadership and Culture):

The company and its shareholders have demonstrated a commitment to implementing high-quality corporate governance, including environmental and social matters.

Disclosure and Transparency:

The company’s financial and nonfinancial disclosures are a relevant, faithful, and timely representation of material events to shareholders and other stakeholders.

2-Board-Structure-Teal-Bkgrd

Structure and Functioning of the Board of Directors:

The board of directors is qualified and adequately structured to oversee the company's strategy, management, and performance.

Treatment of Minority Shareholders:

The company’s minority shareholders’ rights are adequate and not abused, and other stakeholders are treated equitably.

Control Environment:

The company’s internal control system, internal audit function, risk management system, and compliance function ensure sound stewardship of the company’s assets, operations effectiveness, reporting accuracy, and compliance with policies, procedures, laws, and regulations.

Governance of Stakeholder Engagement:

The company’s governance of stakeholder engagement includes oversight over stakeholder mapping, stakeholder engagement policy and grievance mechanisms.

The Progression Matrix is organized by four levels of company maturity and complexity and emphasizes the importance placed on ongoing improvements in a company’s governance practices.

The Progression Matrix is accompanied by an Instruction Sheet and a Document and Information Request List  detailing the tools, documents and questions to conduct an analysis of a company’s corporate governance framework and practices.

Corporate Governance Tools by Company or Ownership Type

Listed Companies

Instruction Sheet

Progression Matrix

Document and Information Request List

Português | Русский | 简体中文

State-Owned Enterprises

Instruction Sheet

Progression Matrix

Document and Information Request List

Family or Founder Owned

Instruction Sheet

Progression Matrix

Document and Information Request List

Português | Русский | 简体中文

Funds

Instruction Sheet

Progression Matrix

Document and Information Request List

Financial Institutions

Instruction Sheet

Progression Matrix

Document and Information Request List

Português | Русский

Small and Medium Enterprises (SMEs)

Instruction Sheet

Progression Matrix

Document and Information Request List

IFC uses this Indicative Independent Director Definition [English | 简体中文]  when assessing the independence of directors in its corporate governance analysis. 

Focus on Climate

As part of its ongoing efforts to promote climate governance standards in the private sector, IFC has developed a Climate Governance Progression Matrix based on the Corporate Governance Methodology. This tool assists Boards of Directors in identifying and overseeing climate-related risks and opportunities. It is accompanied by a tip sheet, Climate Governance: Equipping Corporate Boards to Mitigate Climate Risks and Seize Climate Opportunities, offering guidance to identify and oversee climate-related risks and opportunities.