**Author details**

The OECD non-biding principles of Corporate Governance were revised in 2004 after 2000 scandals and in 2010 after credit crunch. From 1999 version, it was included an item to help

In 2004, this item stated: "The corporate governance framework should **promote transparent and efficient markets**, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities" [p. 17]. It follows with some recommendations to do it. In the 2010 version it states: "The corporate governance framework should **promote transparent and fair markets, and the efficient allocation of resources**. (…)" [p. 13]. All elements of 2004 were repeated here to help jurisdiction in articulating legal, institutional and regulatory framework that affect corporate governance. The subtle substitution of *efficient market* to *fair market and efficient allocation of resources* addresses to concerns on focusing only shareholders over other stakeholders before 2008 crisis. The new concern should be on global financial stability. Specifically, it added a sub item related to stock market regulation that should set standards, supervision and required enforcement of corporate governance rules. Other sub-item was added related to the importance of international co-operation among regulators in providing arrangements for exchange of information. The 2010 version also explicit the *comply or explain* principle as a recommendation to jurisdictions in its implementation arrangements. This enhances

Other detachments were made in function of its importance change. The sub-item related to institutional investors was detached in 2010 and states that they should disclosure their corporate governance policies and consider other forms of shareholder engagement. Another detachment relates to information about board members, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board. This sub item was within remuneration theme in

In synthesis, the main items of OECD 2010 are: (a) ensuring the basis for an effective corporate governance framework; (b) the rights and equitable treatment of shareholders and key ownership functions; (c) institutional investors, stock markets, and other intermediaries; (d) the role of stakeholders in corporate governance; (e) disclosure and transparency; and (f) the

Legal and regulatory apparatus and corporate governance codes around the world were adjusted to the main aspects related to frauds and scandals in financial crises. As cultural, economic and legal arrangements are different among countries, the degree of enforcement can also be different. The last financial crisis showed that restrictions would be bypassed if

Corporate governance is important to govern in shaping its legal and regulatory frameworks, incorporating governance requirements. It is important to drive shareholders and stakeholders in arising the right questions about business. If they have skills to do it, if they want to do it or are sensitive to impression management that cloud their mind, this is out of reach of all

companies to enhance the effectiveness of corporate governance framework.

44 Corporate Governance and Strategic Decision Making

enforcements.

2004.

responsibilities of the board.

these frameworks.

there is a huge economic interest in game.

Ana Paula Paulino da Costa

Address all correspondence to: apcosta@fipe.org.br

FIPE—Economic Research Institute Foundation, Sao Paulo, Brazil
