Twenty Years of OECD Guidelines for State-Owned Enterprises: A Framework for Modern Shareholdership
This year, GUBERNA celebrates its 30th anniversary. For three decades, we have supported organisations and their governing bodies in shaping strong, future-oriented, and sustainable governance.
With one clear mission – “Better Boards, Better Organisations, Better World” – we have steadily helped guide the evolution (and improvement) of governance in Belgium and across Europe.
As an active member of ecoDa, the European umbrella organisation for institutes of directors, we also contribute to the development of governance practices in a broader European context.
Over the years, we have shifted our focus, developed new standards and guidelines, and helped build the very foundations of good governance.
Always with the ambition to make governance relevant and practical – across all sectors and at every level.
These 30 years offer a moment of reflection, but they are by no means the end of the journey.
With the same commitment and drive, we continue to work towards good governance, together with directors, organisations, and our network.
In this article, we look back on twenty years of OECD guidelines for state-owned enterprises.
The 2005 OECD Guidelines provided a comprehensive first governance framework to ensure that SOES operate efficiently, transparently, and on a level playing field with private actors. Subsequent work deepened the OECD’s approach in this area via the 2010 guide on Accountability and Transparency. This initiative reinforced the importance of performance monitoring, audit integrity, and aggregate state reporting. It helped consolidate the idea that transparent governance is a prerequisite for trust and legitimacy. Following from this guide, the OECD examined SOE boards in more detail in 2013, providing practical insights on board composition, nomination processes, and remuneration policies, issues that remain fundamental to ensuring operational independence and strategic effectiveness.
The OECD further revised the Guidelines in 2015; GUBERNA was closely involved in the revision process and actively participated in the two consultative meetings held in Paris. The 2015 Guidelines were lastly revised in 2024, by focussing on four strategic priorities: enhancing professionalism in state ownership, ensuring competitive neutrality, reinforcing transparency and accountability, and embedding sustainability into SOE governance frameworks. The revision provided more detailed guidance on board functioning and disclosure, while equipping states with tools to articulate ownership objectives, engage stakeholders meaningfully, and safeguard against undue political interference. There is little doubt that the ongoing revisions of the OECD guidelines are aiming to keep pace with the ongoing challenges that SOEs face as well as to their role in society, hence the OECD’s emphasis on the Guidelines’ alignment with other OECD instruments.
Together, these milestones chart a gradual but deliberate refinement of SOE governance thinking—one that prioritizes institutional credibility, professional conduct, and alignment with the public interest.
The 2005 OECD Guidelines on Corporate Governance of SOES
The 2005 OECD Guidelines on Corporate Governance of State-Owned Enterprises (SOES) outlined principles designed to improve governance standards across sectors where public ownership is relevant and remains significant. The Guidelines complement the OECD Principles of Corporate Governance while focusing on the specific challenges faced by SOES, particularly in terms of political interference, lack of transparency, and fragmented ownership accountability. OECD has always stressed the need for a sound legal and regulatory framework that ensures SOES compete on a level playing field with private enterprises.
A second pillar is the role of the state as an active and informed owner. Governments are encouraged to adopt explicit ownership policies, clarify the division of responsibilities, and centralise ownership functions where appropriate. Ownership entities should uphold professionalism, exercise shareholder rights responsibly, and refrain from interfering in day-to-day management, while maintaining strategic oversight.
SOE boards should be professional, independent, and held accountable for performance. Key practices include transparent nomination processes, competence-based composition, separation of chair and CEO roles, specialised committees, and regular board evaluations.
SOES are expected to disclose key information, facilitate shareholder participation, and maintain open channels of communication. Similarly, stakeholder relations—including those with employees, consumers, and civil society—are highlighted as essential to legitimacy and long-term resilience.
Altogether, the 2005 Guidelines provided a first comprehensive and adaptable framework to strengthen the governance of SOES and support their role as responsible, efficient, and transparent actors in the economy. This was an important step towards achieving a common understanding on the importance of governance criteria for SOEs at the international level, given the variable degree of practices and cultural backgrounds and practices until then in this area.
Accountability and transparency: A guide for state ownership (2010)
The OECD’s Accountability and Transparency: A Guide for State Ownership (2010) offered a structured framework to support governments in strengthening the governance of SOES. By placing accountability and transparency at the centre of the approach, the guide underscored the importance of sound governance in fostering public trust, operational efficiency, and broader economic performance. The Guide also provided viable policy options and a step-by-step road map on how to address typical difficulties, risks and hurdles that may be encountered in SOEs.
Boards of Directors of state-owned enterprises (2013)
Since the 2005 Guidelines, OECD governments had sought to professionalize SOE boards, ensure their independence and shield them from ad hoc political intervention. In general, these approaches hadworked; yet, more remained to be done to meet the aspirational OECD standards. Therefore, in 2013, the OECD launched a report (OECD’s Boards of Directors of State-Owned Enterprises: An Overview of National Practices) to shed light on good practices drawing on national practices from over 30 economies.
At the core of the report lies the view that SOE boards should primarily provide strategic oversight and evaluate performance, rather than engage in administrative management. The first priority addressed concerns board nomination practices. Secondly, board composition is examined in terms of balance and diversity. Thirdly, the report stresses the importance of induction and continuous training. Remuneration practices are also discussed, with the report underlining the importance of fair and competitive compensation, particularly for independent directors, to sustain motivation and professionalism.
The 2015 OECD Guidelines on Corporate Governance of State-Owned Enterprises
In 2015, a revision of the Guidelines was undertaken to integrate the lessons learned from a decade of implementation and to respond to emerging themes, such as internationalization of SOES and evolving expectations regarding sustainability and stakeholder engagement.
Taken together, the Guidelines serve as a reference point for governments wishing to align their SOE governance practices with internationally recognized standards, while respecting domestic specificities. Their continued relevance lies in their ability to foster trust, support performance, and reinforce the legitimacy of state ownership in a changing global context.
2024 Revision of the OECD Guidelines on Corporate Governance of SOES
Taking into account that SOES increasingly occupy prominent positions in global economies—managing key sectors and contributing to broader sustainable development goals—the OECD deemed it both timely and necessary last year to revise the 2015 edition of its Guidelines, ensuring their continued relevance and effectiveness.
The updated Guidelines are structured around four overarching strategic priorities and currently represent the most updated framework for SOEs. The first concerns the enhancement of professionalism in state ownership. In this regard, governments are encouraged to consolidate or coordinate ownership functions and to clearly distinguish ownership roles from those of regulation and policymaking. The second priority relates to the establishment of a level playing field between SOES and their private sector counterparts. Governments are therefore invited to ensure that public service obligations and compensation mechanisms are transparently defined and disclosed, thereby avoiding implicit subsidies. Additional emphasis is placed on the need for compliance with competition law, equitable tax treatment, and transparency in financing arrangements.
Thirdly, the 2024 Guidelines seek to further reinforce transparency and accountability. SOES are encouraged to enhance both the quality and regularity of their disclosures. Performance monitoring frameworks are also recommended to enable the tracking of outcomes against clearly defined objectives.
The fourth priority introduces a new chapter dedicated to sustainability and responsible business conduct, in light of the ongoing challenges that all market actors face in this area.
Meaningful contributions of governance thinking
The OECD’s four milestones in SOE governance, beginning with the 2005 Guidelines, form a coherent and evolving trajectory that addresses the unique challenges and responsibilities associated with public ownership. Across nearly two decades, these instruments have collectively promoted better alignment between the objectives of the state as an owner and the performance expectations of state-owned enterprises.
Each stage of this evolution contributes meaningfully to the maturity of governance thinking around SOES. The early focus on accountability and transparency recognised the foundational role of public trust in legitimising state ownership. The subsequent emphasis on board structures and nomination practices highlighted the human dimension of governance—the critical need for competence, objectivity, and ethical judgment in overseeing publicly held assets. With the latest revision of the Guidelines, the OECD has positioned itself to respond to the contemporary challenges facing SOEs.
As GUBERNA has highlighted via its ongoing commitment in public governance, the OECD’s work in this area also demonstrates that improving SOE governance is neither static nor prescriptive. Rather, it is a process that must reflect evolving economic conditions, stakeholder expectations, and public values. The OECD continues to foster a culture of learning and refinement via various outputs (Guidelines, Reports and Guides). As such, the OECD milestones offer more than a technical framework; they represent a sustained commitment to ensuring that SOEs operate transparently, strategically, and in the public interest.