Introduction
This note lays out some preliminary points on how the review of the guidelines could be conducted, and some ideas for enhancing their scope, structure, substance and implementation.

NGOs sees the review as being a crucial opportunity to:
- Modernise the implementation process and substance of the guidelines
- Enhance the utility of the guidelines to companies
- Increase the political support and visibility of the guidelines
- Place the guidelines inside an evolving framework of binding international regulation
- The debate around the MAI has brought the issue of MNE rights and responsibilities back on to the public agenda. The guideline review could be a crucial component in producing a balanced set of international regulations in this area.

Review Process
The OECD review is timely as it complements processes being carried out at the national level (for example, a recent review of voluntary agreements in the Netherlands and the UK Fairtrade initiative) and the stakeholder review of voluntary agreements mandated by the UN Commission on Sustainable Development in May 1998. The OECD review process should learn from these processes which involve all sectors - government, industry, unions and NGOs - in an inclusive and collaborative process. NGOs suggest that the following process points are adopted:

• The review process should be transparent with all papers available to the public

• All stakeholders should be involved in the process and efforts should be made to include representatives of individual organisations - companies, unions and NGOs - in direct dialogue as well as relying on representative organisations such as BIAC and TUAC

• The process should be designed to ensure all stakeholders have an active seat at the table though this should not allow any one group to veto a broad consensus of agreement

Vision of the Guidelines
It is important that the review provides a new clear vision of the role and purpose of the guidelines and how they fit in with other international agreements which OECD members are Parties too. Essential components of such a vision would be:

• A clear statement of purpose for the guidelines that they are intended to promote a "virtuous spiral" of rising standards of corporate behaviour by setting a evolving floor for minimum standards of behaviour and concrete guidance on corporate best practice

• Explicit linkage of the guidelines to the Rio Principles, Agenda 21 and other international treaties and agreements. The guidelines would provide an "index" for companies of the international legal obligations of their home countries, which by implication companies set the internationally agreed standards companies should follow.
• A restatement of the appropriate roles and responsibilities of MNE’s with respect to other major groups and the countries they operate in. This should reflect existing OECD policies on development and the necessary conditions for quality inward investment.

Structure of the Guidelines
One of the main weaknesses of the current guidelines is a lack of a strong institutional structure to monitor and implement existing commitments and to evolve sections of the guidelines into legally stronger instruments. NGOs suggest that the following structural changes:

• The guidelines should be restructured into core standards and best-practice guidelines. Though the boundary between these would evolve over time. Core standards would be subject to more rigorous implementation procedures than best practice guidelines.
• The implementation processes must be enhanced with access to contact points available to all groups, signposts to independent mediation processes for disputes and regular reviews of the effectiveness of the Guidelines process.
• The revised guidelines should form the core of an evolving framework of binding, international cooperation agreements, along the lines of the OECD corruption treaty. Core provisions would progressively become the subject of inter-governmental negotiations to: harmonise national legal approaches; set and enforce international minimum standards; and address trans-boundary regulation problems and overcome free-rider problems.

Scope of the Guidelines
OECD MNEs account for at least 90% of global overseas investment. This proportion is unlikely to decrease in the coming decades as investment and production becomes more globalised.

The scope of the guidelines should therefore be amended to include:

• Actions in non-OECD countries
• Mechanisms for non-OECD citizens or groups to invoke the guidelines, perhaps through systems similar to those used by the World Bank inspection panel.

Substance of the Guidelines
Several existing areas of the guidelines should be updated, and additional areas included to match the evolution of other international instruments:

• The environment chapter must be extensively revised to include the Rio principles and emerging international environmental standards and treaties and properly tackle workplace health and safety issues
• The chapter on science and technology must be revised and expanded

Additional chapters should be considered on:

• Finance - including portfolio investment
• Corporate governance and consultation processes
• Human rights - including the rights of indigenous peoples

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