A/HRC/32/45 36. In addition to the responsibility of State-owned enterprises to respect human rights in the same manner as any private business, they are expected to observe the highest standard of responsible business conduct on par with listed companies. The OECD Guidelines for Multinational Enterprises suggest that public expectation is often higher for multinational State-owned enterprises than for fully private companies: “State-owned multinational enterprises are subject to the same recommendations as privately owned enterprises, but public scrutiny is often magnified when a State is the final owner” (p. 22). The OECD Guidelines on Corporate Governance of State-Owned Enterprises note that State-owned enterprises should observe high standards of transparency and be subject to the same high quality accounting, disclosure, compliance and auditing standards as listed companies (p. 24). Such heightened expectations are reflected in a number of State policies (see section III below). 37. It is important to note that respect for human rights is required for all operations of State-owned enterprises, regardless of whether they are purely commercial or related to specific public purposes. The Guiding Principles are concerned about preventing and addressing adverse human rights impacts throughout all the operations of businesses, including those of State-owned enterprises. C. Link between corporate governance and human rights 38. In order to ensure international policy coherence and effectiveness, the Working Group considers it essential to build on existing guidelines and models for better governance and accountability of State-owned enterprises in order to enhance the management of their human rights impacts. The OECD Guidelines on Corporate Governance of State-Owned Enterprises and the G20/OECD Principles of Corporate Governance24 are the most relevant documents to the present discussion. They provide a robust template for governance of State-owned enterprises. They are also closely linked to existing guidance on responsible business conduct and human rights, in particular the OECD Guidelines for Multinational Enterprises and the Guiding Principles on Business and Human Rights. Although approved by OECD member States only, the OECD Guidelines on Corporate Governance of State-Owned Enterprises and the G20/OECD Principles of Corporate Governance, which have also been approved by the Group of 20 (G20), have achieved the rank of an international benchmark and are implemented and promoted beyond OECD member States.25 39. The Working Group notes the conceptual and normative links between corporate governance, on the one hand, and responsible business conduct and human rights, on the other. At a fundamental level, all the instruments cover the governance of business. The OECD Guidelines on Corporate Governance of State-owned Enterprises are “recommendations to governments on how to ensure that SOEs operate efficiently, transparently and in an accountable manner” (Foreword). This is very much in line with the aims of guiding principle 4 (with accountability being understood here with reference to human rights impacts). 40. The OECD Guidelines on Corporate Governance of State-Owned Enterprises and the OECD Guidelines for Multinational Enterprises acknowledge their mutual relevance and each suggests that States take into account the other. The Guidelines for Multinational 24 25 10 See OECD, G20/OECD Principles of Corporate Governance (Paris, 2015). Three non-OECD countries — Colombia, Latvia and Russian Federation — have formally associated themselves with the Guidelines; see also World Bank, Corporate Governance of State-owned Enterprises: A Toolkit (Washington D.C., 2014).

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