Commentary Ch. III Paragraph 31

The first set of disclosure recommendations is identical to disclosure items outlined in the G20/OECD Principles of Corporate Governance [OECD/LEGAL/0413]. Their related annotations provide further guidance and the recommendations in the Guidelines should be construed in relation to them. The first set of disclosure recommendations focus mainly on publicly traded companies and all material matters regarding the enterprise. Material information can be defined as information whose omission or misstatement can reasonably be expected to influence an investor’s assessment of an enterprise’s value. This would typically include the value, timing and certainty of a company’s future cash flows. Material information can also be defined as information that a reasonable investor would consider important in making an investment or voting decision. To the extent that they are deemed applicable in light of the nature, size and location of enterprises, these disclosure recommendations may also be a useful tool to improve corporate governance in non-traded enterprises; for example, privately held or State-owned enterprises. This set of disclosure recommendations calls for regular, timely, reliable, clear, complete, accurate and comparable information in sufficient detail on all material matters regarding the corporation, including the financial situation, performance, sustainability, ownership and governance of the enterprise. Information about board and executive renumeration is also of concern to shareholders, including the link between remuneration and the enterprise’s long-term performance, sustainability and resilience. Enterprises are also expected to disclose timely information including material changes on the remuneration policies applied to board members and key executives as well as remuneration levels or amounts on a standardised and comparable basis so that investors can assess the costs and benefits of remuneration plans and the contribution of incentive schemes, such as stock option schemes, to performance. Material related party transactions and foreseeable risk factors are additional relevant information that should be disclosed.