Best Practices for Good Tax Governance

This paper was drafted by a group of committed tax directors from three organisations—the Tax Executives Council of The Conference Board, The B Team, and the European Business Tax Forum—to provide insights into best practices multinationals might adopt to enhance transparency and assurance toward their various stakeholders. The idea is that adoption of these practices could benefit not just stakeholders and their respective communities, but also multinationals themselves through better insight into and control over their organizations. The examples and illustrative case studies draw on the practical experience of the contributors in designing and implementing measures that have proven effective over the course of time. It is intended to be a living document that evolves in the future based on contributions from a broad range of interested parties.

Executive Summary

Multinational enterprises (MNEs) are increasingly recognising that they are accountable to a range of stakeholders, not limited to their shareholders. That means delivering sustained and sustainable value to all stakeholders and maintaining an active engagement with them all. The recognition of these obligations to stakeholders has raised the significance of corporate accountability and the importance of ESG principles, leading to some behavioural change in MNEs with respect to governance and transparency. Stakeholders also have increasingly high expectations about how MNEs deal with their taxes. In particular, they expect those taxes to not only comply with all relevant laws but also to be sustainable and—in their view—appropriate. Responding to these expectations may require changes to how MNE’s manage their taxes and tax risks and how they share this information with their stakeholders. As part of their engagement with stakeholders, MNEs will need to develop an understanding of stakeholders’ specific aims and concerns so that these can be directly responded to where possible. MNEs should also be clear to which stakeholders communications and disclosures are addressed. While there have been calls for increased disclosures of tax payments, as well as the publication of Country-by-Country Reporting (CbCR) data, genuine and effective engagement with stakeholders in relation to tax requires more than providing them with a snapshot of historical data without explanation or context. Stakeholders need a clear picture of an MNE’s tax strategy and how it manages its taxes and any associated risks. Without that information, stakeholders cannot make informed judgement about the appropriateness or sustainability of an MNEs taxes nor about the existence and management of risks in relation to those taxes.

Because of differences in operations, territories and business organisations, there is no single standard of tax governance that applies to all MNEs in all circumstances. However, MNEs can seek to address stakeholder concerns by demonstrating that their tax strategy and its execution meet some widely accepted best practice criteria, and that as a result their taxes are not only in compliance with all relevant laws but are also sustainable and appropriate. That means not just adopting a set of principles, but also ensuring that those principles are embedded within governance and monitoring processes, so they are actually applied in practice at all levels and locations within the organisation.

This paper brings together some best practices that have been developed and implemented in some or all of the MNEs that have contributed to its drafting.

Best practices identified include:

• The critical importance of clearly documented group tax strategy,policies or practices. Group strategy must come from the highest level in the organisation and have strong sponsorship and ownership at that level.
• While stakeholders may rely on board level engagement to judge tax policy and strategy, the effectiveness of the strategy relies on strong and consistent support and commitment to the group tax strategy, policies and practices at all levels of accountability within the organisation.
• Business engagement with the tax function and the execution of a group tax strategy requires the establishment of a process of tax review of material business decisions.
• There should be a top-down commitment to compliance with local and international laws and regulations in all areas, and tax should be specifically included.
• Transparency with respect to data and, equally importantly, to control processes is critical.
• Commitment to the arm’s length principle (ALP) is essential. In common with other business governance and controls, delivery of an effective tax strategy and governance process requires a good and effective tax control framework, linked to the operation of other control frameworks in the organisation. This gives the board and senior leaders within the MNE confidence that the tax function operates within clearly defined constraints and does not implement or allow the implementation of tax structures or other arrangements that are not in line with the organisation’s guidance or relevant tax laws.
• Tax risks should be identified, communicated and managed consistently with other business risks.

This paper is intended to address the principles that an MNE should consider in defining and implementing an effective and appropriate tax governance process and includes selected case studies of effective implementation of particular control frameworks and other tax governance processes. It is not intended to be detailed guidance, a template, or checklist on how such measures should be implemented or managed. Standardised ‘boilerplate’ processes and controls are unlikely to be of great use to stakeholders and can become routine box-checking exercises which fail to engage the organisation in the real transparency and behavioural changes at all levels needed to achieve effective good tax governance.

As all MNEs are unique, with their own histories, business activities, geographical spread, stakeholders, and corporate ethics, each should develop its own measures that reflect good governance principles, based on best practices.

It is important that the tax governance process should be closely linked with other corporate governance and controls and be integrated with the corporate approach to risk, disclosure, and stakeholder expectations, including but not limited to ESG and sustainability disclosures.

Understanding of best practices for tax governance should be beneficial for boards and tax functions seeking to address stakeholder concerns and governance gaps. They should also assist stakeholders in assessing and evaluating an MNE’s values and effectiveness in meeting stakeholder concerns in relation to tax planning, risk culture and operational controls over the taxation of global operations.