Overview

The November edition of the Hub is highlighting a research report from OECD which provides a comprehensive overview of corporate governance frameworks across 52 jurisdictions, including all OECD, G20, and Financial Stability Board members, as well as several non-OECD economies such as India, Singapore, and South Africa. The report complements the G20/OECD Principles of Corporate Governance (2023 revision) and serves as a key reference for policymakers, regulators, and market participants to benchmark practices, track reforms, and promote transparency and resilience in global capital markets.

This edition also introduces Country Notes offering jurisdiction-specific insights and new chapters on equity markets for growth companies, general shareholder meetings, and corporate sustainability frameworks.

Key Findings

1. Capital Market Developments
   • As of end-2024, there were 44,000 listed companies worldwide with a combined market capitalisation of USD 125 trillion — a 28% rise since 2022.
   • Despite stable listings, over 35,000 firms have delisted since 2005, particularly in Europe and the U.S., whereas Asia continues to see net growth in listings.
   • Secondary public offerings (SPOs) have become the dominant source of public equity financing, raising 2.5 times more capital than IPOs between 2014 and 2024.
   • Institutional investors now hold 47% of global listed equity, highlighting their growing influence.
   • The issuance of non-financial corporate bonds reached USD 27 trillion (2014–2024), marking a 57% increase over the previous decade.
      
2. Evolution of Corporate Governance Frameworks
   • Two-thirds of jurisdictions updated their corporate governance laws or codes between 2023–2024.
   • Nearly all have a national corporate governance code, and 73% issue reports monitoring company compliance — nearly double from a decade ago.
   • The quality of governance frameworks is closely tied to investor protection, accountability, and market confidence.
      
3. Shareholder Rights and Participation
   • A significant expansion in shareholder participation mechanisms is evident:
     • 94% of jurisdictions allow hybrid shareholder meetings;
     • 85% permit virtual-only meetings;
     • 88% require disclosure of institutional investors’ voting policies, up from 67% a decade ago.
   • Most jurisdictions have strengthened rules on related party transactions, takeover bids, and proxy voting frameworks, enhancing transparency and minority shareholder protection.
      
4. Boards of Directors and Executive Accountability
   • Board independence has expanded: a majority of jurisdictions now require independent directors and formal risk management oversight (92%, up from 62% in 2014).
   • Board nomination transparency has improved, with 88% requiring disclosure of candidates’ qualifications.
   • Remuneration policies are more regulated — most jurisdictions mandate shareholder approval, and over half impose mandatory pay criteria.
   • Gender diversity on boards is rising, with women holding an average of 29% of board positions (up from 22% in 2019), and 65% of jurisdictions requiring disclosure of gender composition.
      
5. Sustainability Disclosure and Assurance
   • 79% of jurisdictions legally require sustainability-related disclosure, and 62% mandate transition plans for companies.
   • 60% require assurance (audit/verification) of sustainability data, and another 17% plan to implement it soon.
   • 71% require disclosure of board responsibility for sustainability oversight, while 54% regulate ESG rating and index providers.
   • These efforts align corporate reporting with IFRS S1 and S2 sustainability standards and enhance reliability for investors and other stakeholders.
      
6. Equity Markets for Growth Companies
   • Dedicated markets for SMEs and growth firms now exist in 59 jurisdictions, listing 16,247 companies worth USD 4 trillion in total (less than 4% of global market capitalisation).
   • Asia leads with over half of such listings and 80% of total capitalisation — driven by strong ecosystems in China and emerging Asian economies.

The 2025 Factbook underscores that sound corporate governance remains critical to financial stability, investor confidence, and long-term economic growth. Jurisdictions worldwide have made measurable progress in implementing the G20/OECD Principles, particularly in sustainability integration, shareholder participation, and board accountability.

The ongoing evolution of global capital markets — with growing institutional investor influence, the rise of sustainability standards, and digitalisation of governance processes — calls for continued policy innovation. The OECD Factbook serves as both a benchmark and a guide for these efforts, promoting transparent, inclusive, and resilient corporate governance systems worldwide.

Note: IICA duly acknowledge the authorship/ownership of the report and republishing the same only for educational purpose of Independent Directors.

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