OECD believes that corporate governance should protect the rights of shareholders and ensure that all shareholders, including minority shareholders and foreign shareholders, are treated equally.
If the rights of shareholders are damaged, they should have the opportunity to get effective compensation;
The governance structure should confirm the legitimate rights of stakeholders, encourage companies and stakeholders to actively cooperate, create wealth and employment opportunities, and maintain the financial stability of enterprises;
The governance structure should ensure the timely and accurate disclosure of information on any major matters related to the company (including financial status, operating status, ownership status and corporate governance status);
The framework of governance structure should ensure the strategic guidance of the board of directors to the company and the effective supervision of the managers, and ensure that the board of directors is responsible to the company and shareholders.
(2) Basel Committee's Corporate Governance Guidelines
① Board members should be competent, have a clear understanding of their roles in corporate governance, and have the ability to make correct judgments on various affairs of commercial banks.
(2) The board of directors shall approve the strategic objectives and value standards of commercial banks and supervise their implementation throughout the bank. It is particularly noteworthy that the value code should prohibit all corruption and bribery in external transactions and internal transactions.
③ An effective board of directors should clearly define the powers and main responsibilities of itself and senior management, and implement the accountability system throughout the bank.
④ The Board of Directors shall ensure proper supervision over whether the senior management implements the policies of the Board of Directors. Senior management is the key department of corporate governance of commercial banks. In order to prevent insider control, the board of directors must supervise it effectively.
⑤ The board of directors and senior management should effectively play the roles of internal audit department, external audit unit and internal control department. In the process of corporate governance, audit is very important, and the effectiveness of audit will ensure the realization of the functions of the board of directors and senior management.
⑥ The board of directors should ensure that the salary policies and practices are consistent with the corporate culture, long-term goals, strategies and control environment of commercial banks.
⑦ Commercial banks should keep the transparency of corporate governance. This is a positive performance of the normal operation of commercial banks, otherwise, it will be difficult for commercial banks to grasp whether the board of directors and senior management are responsible for their actions and performance.
(8) The board of directors and senior management should understand the business structure of commercial banks, including conducting business in countries with low transparency or under the framework of low transparency (understanding the structure of commercial banks).
(3) The requirements of corporate governance of China Commercial Bank.
① Improve the discussion system and decision-making procedures of shareholders' meeting, board of directors, board of supervisors and senior management;
② Clarify the rights and obligations of shareholders, directors, supervisors and senior managers;
③ Establish and improve the supervision mechanism with the board of supervisors as the core;
④ Establish a perfect information reporting and disclosure system;
⑤ Establish a reasonable salary system and strengthen the incentive and restraint mechanism.