MACAU SAR, CHINA Trends and Developments Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
Introduction: OECD Guidelines and 2025 Corporate Governance Review
• The responsibilities of the board: the CG frame - work should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders. • Sustainability and resilience: the CG framework should provide incentives for companies and their investors to make decisions and manage their risks, in a way that contributes to the sustainability and resilience of the corporation. The OECD 2025 Corporate Governance Factbook highlights that, in the past few years, there has been strong improvement in CG frameworks in several jurisdictions, and that the main driving force for this change has been to ensure they remain effective and resilient in a rapidly evolving market and corporate landscape. The same review concluded that, of the 52 jurisdictions under analysis, circa 65% amended their company and/or securities laws, and 37% updated their national governance codes or equivalent instru - ments. Although the PRC is not a member of the OECD, it has been a key partner since 2007 and subject to the review of the OECD 2025 CG Factbook. Macau has committed to various OECD standards, mostly as regards tax transparency, having subscribed to the Base Erosion and Profit Shifting (BEPS) OECD frame - work and being subject to peer review in certain areas relating to the OECD. Although Macau is not a direct participant in the CG Framework and is not subject to the CG Factbook, it has been significantly improving its CG standards and framework in line with the principles and goals set forth above. Brief Overview of the Macau CG Framework in 2026 The GC framework of the Macau Special Admin - istrative Region (MSAR) has long rested on three major pieces of legislation: the CC, the Accounting Standards and the Complementary Tax Regulation. However, as Macau integrates further into the global economy and aligns with the Greater Bay Area initia - tives, one may argue these traditional guidelines may no longer suffice to adequately address the complexi -
Effective corporate governance embedded in the legal system is a key element to foster market confidence and collective accountability. The declared purpose of the G20/OECD Principles of Corporate Governance, incorporated into the OECD Recommendation on Principles of Corporate Govern - ance (endorsed by the G20 in September of 2023), is to help policy makers evaluate and improve the legal, regulatory and institutional framework for CG, with a view to supporting economic efficiency, sustainable growth and financial stability by providing key people (shareholders, members of corporate bodies and ser - vice providers, among others) with the right informa - tion and incentives to perform their roles and ensure accountability, all within a framework of checks and balances. In a nutshell, the six main principles are as follows. • Ensuring there is a basis for an effective CG frame - work: such framework should promote transpar - ent and fair markets, and the efficient allocation of resources. It should be consistent with the rule of law and support effective supervision and enforce - ment. • The rights and equitable treatment of shareholders and key ownership functions: the CG framework should protect and facilitate the exercise of share - holders’ rights and ensure the equitable treatment of all shareholders, including minority and foreign shareholders. Concurrently, shareholders should have the opportunity to obtain effective redress for violation of their rights at a reasonable cost and without excessive delay. • Institutional investors, stock markets and other intermediaries: the CG framework should provide sound incentives throughout the investment chain and provide for stock markets to function in a way that contributes to good CG. • Disclosure and transparency: the CG framework should ensure that timely and accurate disclosure is made on all material matters regarding the cor - poration, including the financial situation, perfor - mance, sustainability, ownership and governance of the company.
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