The Governance of company groups

This working paper introduces some of the corporate governance issues which boards of listed companies
that are part of a group of companies may be faced with. It presents and identifies the main issues,
illustrates different legal and regulatory approaches and provides some examples of actual corporate
practices.

The working paper is made available to the OECD Corporate Governance Committee as a background to
their thematic peer review on the duties and responsibilities of boards in company groups.
The working paper first explains briefly in Sections 2 and 3 why groups exist and why they present a unique
business structure. After pointing out different types of groups in Section 4, Section 5 includes a brief
comparative overview of the regulation of groups in company law. Section 6 presents and discusses how
different corporate governance codes1 and the G20/OECD Principles of Corporate Governance
(G20/OECD Principles) make recommendations on issues relevant to groups of companies. Section 7
summarises the main messages in the working paper.