Protecting the rights of small shareholders by amending the corporate governance laws – Tejaratnews
According to Tejarat News, Ayazlou said in this meeting: Protecting the rights of small shareholders is the main motivation of the new corporate governance guidelines and supporting the effectiveness and sustainability of companies’ growth.
A member of the Board of Directors of the Stock Exchange Organization explained: This instruction is compiled in 6 chapters. In the first chapter, there are the definitions of the procedure and in the second chapter, the principles of corporate governance are described.
According to him, the third chapter is about the arrangements of the board of directors and the holding of meetings, and the fourth chapter is about the general assembly.
Ayazlou stated: The fifth chapter oversees accountability and disclosure of information, and the sixth chapter, which is considered a new chapter, deals with companies’ sustainability reports.
Principles of corporate governance
This official continued: The first principle is the effective corporate governance framework; A framework that uses transparent and fair markets and leads to resource efficiency. For example, in order pricing, the manager must adopt a framework to ensure that reasonable events occur in the market.
Ayuzlu explained: The second principle is the protection of shareholders’ rights, which must be implemented in the same way. He added: The third principle is to respect the rights of the beneficiaries, which should be established in such a way that the rights of the beneficiaries are also taken into account in line with sustainable growth.
This official stated: The fourth principle is the discussion of institutional investors and financial intermediaries. Therefore, institutional investors and financial institutions should have active participation, and companies should activate their active participation in achieving corporate governance.
Referring to the audit committee, he said: there should be an audit committee, appointments and risk committee, and the majority of them should be independent persons; The committees must develop a charter and the charter must be approved by the board of directors.
Important details in related party transactions
Ayazlou said: One of the important issues is the discussion of transactions with related parties; It is not consistent with good corporate governance for a company to prioritize the resources of its major shareholders over a minority shareholder in a transaction.
Referring to transactions with non-legal entities, this official said: Companies must announce the reasons for transactions with related natural persons. The audit committee should comment on the companies’ related party transactions and whether they are fair or not, and monitor full disclosure.
He continued: Regarding the discussion of expenses related to public benefit assistance, it is required to fully disclose these expenses and present them in the assembly.
Referring to sustainable reporting, Ayazlou said: the company should announce issues such as environmental issues to shareholders with a sustainable development approach, and the expenses related to sustainable development issues should be disclosed in a separate heading. Non-profit contributions must also be disclosed in detail. Finally, the auditor’s opinion is very important regarding public benefit activities.
This senior official in the Securities and Exchange Organization stated: In line with the market development approach, the company must inform the shareholders of the necessary information on financial, economic, environmental and social issues, and the full expenses of these topics should be disclosed. Also, the independent auditor should explain the full disclosure of charitable contributions in a separate paragraph.
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