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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