This review of Corporate Governance in Costa Rica was prepared as part of Costa Rica’s accession process for OECD membership. During the three-year period of the review, the government made substantial progress in strengthening its institutional and legal framework in line with the G20/OECD Principles of Corporate Governance and OECD Guidelines on Corporate Governance of State-Owned Enterprises (SOEs).

These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.

This report documents changes in state ownership and SOE governance in both OECD and partner economies and assesses the extent to which the Guidelines have served as a “roadmap for reform” in individual countries since 2015, following the most recent update of the Guidelines. Drawing on practices in up to 31 jurisdictions, it covers organising the state enterprise ownership function; safeguarding a level playing field between SOEs and private businesses; equitable treatment of shareholders and other investors; stakeholder relations and responsible business; transparency and disclosure practices; and professionalising boards of directors.

Policy makers and privatisation experts agree that it is critical to “get privatisation right.” A well-planned and executed transaction, backed by sound rationales, institutional and regulatory arrangements, good governance, and integrity can have consequences on future divestment activity by enhancing investor confidence while gaining the support of stakeholders and the public.

This survey examines the systemic issues at the forefront of the corporate governance debate and discusses how OECD countries have responded.

This sixth peer review of the OECD Principles of Corporate Governance analyses the corporate governance framework and practices relating to corporate risk management, in the private sector and in state-owned enterprises. The review covers 26 jurisdictions and is based on a general survey of all participating jurisdictions in December 2012, as well as an in-depth review of corporate risk management in Norway, Singapore and Switzerland. The report finds that while risk-taking is a fundamental driving force in business and entrepreneurship, the cost of risk management failures is often underestimated, both externally and internally, including the cost in terms of management time needed to rectify the situation. The reports thus concludes that corporate governance should ensure that risks are understood, managed, and, when appropriate, communicated.

The OECD Guidelines on Corporate Governance of State-Owned Enterprises give concrete guidance to help policy makers evaluate and improve the legal, regulatory and institutional framework for the ownership and governance of state-owned enterprises (SOEs). They identify the key building blocks to ensure professionalised ownership and governance, and offer practical guidance for implementation at the national level. The Guidelines ensure state-owned enterprises contribute to sustainability, economic security and resilience, by maintaining a global level playing field and high standards of integrity and business conduct.

This fifth peer review of the OECD Principles of Corporate Governance analyses the supervision and enforcement of rules and practices relating to related party transactions (RPTs), takeover bids and shareholder meetings.

This publication gives a comparative review of corporate governance practices in relation to state-owned enterprises in OECD countries, including scale and organisation, board composition and functions, relationships with non-state shareholders, the role of stakeholders transparency and disclosure.

This Toolkit provides an overall framework with practical tools and information to help policymakers design and implement corporate governance reforms for state-owned enterprises. It concludes with guidance on managing the reform process, in particular how to prioritize and sequence reforms, build capacity, and engage with stakeholders.