목차
Title page 1
Contents 6
Preface 4
Foreword 5
Abbreviations and acronyms 10
Executive summary 12
1. Global public markets and corporate ownership 15
1.1. Trends in the use of market-based financing 17
1.1.1. Trends in initial public offerings 19
1.1.2. Trends in secondary public offerings 21
1.1.3. Equity markets for growth companies 22
1.1.4. Trends in corporate bond financing 26
1.2. Corporate ownership structure 29
1.2.1. The prevalence of concentrated ownership 30
1.2.2. Supporting information 31
References 35
Annex 1.A. Methodology for data collection and classification 36
Notes 39
2. The corporate governance and institutional framework 40
2.1. The legal and regulatory framework for corporate governance 42
2.1.1. Aggregate reporting on compliance with national codes 44
2.2. The main public regulators of corporate governance 46
2.2.1. Governance structure of public regulators 48
References 72
3. The rights of shareholders and key ownership functions 73
3.1. Notification of general meetings and information provided to shareholders 75
3.2. Voting eligibility and proxy voting frameworks 76
3.3. Shareholders' right to request a meeting and to place items on the agenda 77
3.4. Different share classes and voting caps 80
3.5. Voting practices and disclosure of voting results and minutes 83
3.6. Framework for virtual and hybrid shareholder meetings 84
3.7. Shareholders' right to pose questions 86
3.8. Related party transactions 87
3.8.1. Approval processes 89
3.9. Takeover bid rules 91
3.10. The roles and responsibilities of institutional investors and related intermediaries 93
3.10.1. Stewardship code 93
3.10.2. Institutional investors 93
3.10.3. Proxy advisors 96
3.11. Company groups 97
References 147
Notes 147
4. The board of directors 149
4.1. Basic board structures and independence 151
4.1.1. Independence of the board 151
4.2. Board-level committees 156
4.2.1. Traditional committees 156
4.2.2. Risk management and other committees 157
4.3. Auditor independence, accountability and oversight 159
4.4. Board nomination and election 162
4.5. Board and key executive remuneration 164
4.6. Gender composition on boards and in senior management 168
4.6.1. Participation of women on boards 169
References 217
5. Corporate sustainability 219
5.1. Sustainability-related disclosure 221
5.1.1. Sustainability-related disclosure requirements and disclosure standards 221
5.1.2. Coverage of companies, approval process for sustainability disclosure and users of sustainability information 222
5.2. Sustainability disclosure content coverage 223
5.3. Corporate sustainability governance 224
5.4. ESG rating agencies and index providers 226
5.5. Sustainability assurance frameworks 227
5.5.1. Sustainability assurance frameworks and assurance service providers 227
5.5.2. Assurance standards 229
References 250
Tables 8
Table 1.1. Comparison between main markets and growth markets, 2023 25
Table 1.2. Ownership structure of listed companies, 2024 32
Table 1.3. The largest stock exchanges 33
Table 2.1. The main elements of the regulatory framework: Laws and regulations 50
Table 2.2. The main elements of the regulatory framework: National codes and principles 54
Table 2.3. The custodians of national codes and principles 58
Table 2.4. National reports on corporate governance 60
Table 2.5. The main public regulators of corporate governance 63
Table 2.6. Budget and funding of the main public regulator of corporate governance 64
Table 2.7. Size and composition of the governing body/head of the main public regulator of corporate governance 67
Table 2.8. Terms of office and appointment of the governing body/head of the main public regulator of corporate governance 69
Table 3.1. Minimum public notice period for general shareholder meetings and requirements for sending notification to all shareholders 75
Table 3.2. Deadline for holding the meeting after shareholder request 78
Table 3.3. Minimum shareholding requirements to request a shareholder meeting and to place items on the agenda 80
Table 3.4. Stewardship codes 93
Table 3.5. Means of notifying shareholders of the annual general meeting and identification of shareholders eligible for voting 99
Table 3.6. Shareholder rights to request a shareholder meeting and to place items on the agenda 102
Table 3.7. Preferred shares and voting caps 106
Table 3.8. Voting practices and disclosure of voting results and minutes 109
Table 3.9. Virtual and hybrid shareholder meetings 111
Table 3.10. Questions before and during shareholder meetings 114
Table 3.11. Sources of definition of related parties 115
Table 3.12. Disclosure of related party transactions 117
Table 3.13. Board approval for related party transactions 120
Table 3.14. Shareholder approval for related party transactions (non-equity) 123
Table 3.15. Takeover bid rules 127
Table 3.16. Roles and responsibilities of institutional investors and related intermediaries: Exercise of voting rights and management of conflicts of interest 132
Table 3.17. Roles and responsibilities of institutional investors and related intermediaries: Stewardship / fiduciary responsibilities 140
Table 3.18. Disclosure related to company groups 145
Table 4.1. Maximum term of office for board members before re-election 151
Table 4.2. Board structure 171
Table 4.3. One-tier board structures in selected jurisdictions 172
Table 4.4. Two-tier board structures in selected jurisdictions 174
Table 4.5. Examples of a hybrid board structure 176
Table 4.6. Board size and director tenure for listed companies 177
Table 4.7. Board independence requirements for listed companies 179
Table 4.8. Requirement or recommendation for board independence depending on ownership structure 183
Table 4.9. Employees on the board 184
Table 4.10. Board-level committees 186
Table 4.11. Governance of internal control and risk management, including sustainability 188
Table 4.12. Appointment of external auditors 190
Table 4.13. Provisions to promote external auditor independence and accountability 194
Table 4.14. Audit oversight 197
Table 4.15. Voting practices for board election 203
Table 4.16. Board representation of minority shareholders 205
Table 4.17. Governance of board nomination 206
Table 4.18. Requirements or recommendations for board and key executives remuneration 208
Table 4.19. Disclosure and shareholder approval of board and key executives remuneration 209
Table 4.20. Provisions to achieve gender diversity in leadership positions 212
Table 4.21. Gender composition of boards and management 215
Table 5.1. Sustainability-related disclosure 230
Table 5.2. Sustainability disclosure content coverage 238
Table 5.3. Corporate sustainability governance 240
Table 5.4. ESG rating agencies and index providers 243
Table 5.5. Sustainability assurance frameworks 245
Figures 7
Figure 1.1. Capital raised from public markets by non-financial corporations 17
Figure 1.2. Universe of listed companies, 2024 18
Figure 1.3. Trends in newly listed and delisted companies 19
Figure 1.4. Initial public offerings, non-financial companies 20
Figure 1.5. Top 20 jurisdictions by number of non-financial company IPOs between 2015 and 2024 21
Figure 1.6. Secondary public offerings by non-financial corporations 22
Figure 1.7. Universe of listed companies on growth markets in 2023 23
Figure 1.8. The size of companies on equity growth markets, end-2023 (USD millions) 24
Figure 1.9. Top 3 industries in equity growth and main markets, end-2023 25
Figure 1.10. New issuance of non-financial corporate bonds 27
Figure 1.11. Credit profile of non-financial corporate bonds 28
Figure 1.12. Outstanding amount of non-financial corporate bonds 28
Figure 1.13. Investors' public equity holdings, end-2024 29
Figure 1.14. Ownership concentration of the three largest shareholders, 2024 30
Figure 1.15. Ownership concentration at the company level, end-2024 31
Figure 2.1. Implementing mechanisms for corporate governance codes and regulations 42
Figure 2.2. Custodians of corporate governance codes 44
Figure 2.3. Frequency of publication of national corporate governance reports 45
Figure 2.4. National reporting on adherence to corporate governance codes 45
Figure 2.5. Issuing body of national corporate governance reports 46
Figure 2.6. Regulators of corporate governance 47
Figure 2.7. Regulator funding model 48
Figure 2.8. Board size of regulators 49
Figure 2.9. Term of office for board members/heads of the regulator 50
Figure 3.1. Means of shareholder meeting notification 76
Figure 3.2. Record date and cut-off date frameworks 77
Figure 3.3. Issuance of shares with limited or no voting rights 81
Figure 3.4. Issuance of shares with a different number of votes per share, 2020-24 82
Figure 3.5. Formal vote counting, disclosure of voting results and meeting minutes 84
Figure 3.6. Legal frameworks for virtual and hybrid shareholder meetings 85
Figure 3.7. Framework for questions submitted before AGMs 87
Figure 3.8. Immediate and periodic disclosure of related party transactions 88
Figure 3.9. Board approval for certain types of related party transactions 89
Figure 3.10. Shareholder approval for certain types of related party transactions 90
Figure 3.11. Requirements for mandatory takeover bids 92
Figure 3.12. Organisations responsible for takeover bids 92
Figure 3.13. Stewardship and fiduciary responsibilities of institutional investors in 2014 and 2024 95
Figure 3.14. Stewardship and fiduciary responsibilities of institutional investors 95
Figure 3.15. Requirements and recommendations for proxy advisors 97
Figure 3.16. Definitions of company groups 98
Figure 3.17. Mandatory and/or voluntary disclosure provisions for all listed companies 99
Figure 4.1. Minimum number or ratio of independent directors on the (supervisory) board 153
Figure 4.2. Separation of CEO and chair of the board roles in one tier board systems 154
Figure 4.3. Requirements for the independence of directors and their independence from substantial shareholders 154
Figure 4.4. Definition of independent directors: Maximum tenure 155
Figure 4.5. Board-level committees by category and jurisdiction 156
Figure 4.6. Independence of the chair and members of board-level committees 157
Figure 4.7. Risk management and implementation of internal controls in 2014 and 2024 158
Figure 4.8. Board-level committee for risk management 159
Figure 4.9. Role of the audit committee in relation to the external audit 160
Figure 4.10. Maximum term years before mandatory audit firm rotation 161
Figure 4.11. Audit oversight 162
Figure 4.12. Majority voting requirement for board election 162
Figure 4.13. Cumulative voting 163
Figure 4.14. Qualification requirements for board member candidates 164
Figure 4.15. Information provided to shareholders regarding candidates for board membership 164
Figure 4.16. Criteria for board and key executive remuneration 165
Figure 4.17. Specific requirements or recommendations for board and key executive remuneration 166
Figure 4.18. Requirement or recommendation for shareholder approval on remuneration policy 167
Figure 4.19. Requirement or recommendation for shareholder approval of level/amount of remuneration 167
Figure 4.20. Provisions to disclose data on the gender composition of boards and of senior management 168
Figure 4.21. Aggregate change in the percentage of women on boards 170
Figure 4.22. Share of women on boards of largest listed companies (in 2020, 2022, and 2024) with reference to implemented quotas and targets, percentage 171
Figure 5.1. Sustainability-related disclosure frameworks 222
Figure 5.2. Flexibility for smaller listed companies, the approval process for sustainability disclosure and the primary users of sustainability-related disclosure 223
Figure 5.3. Metrics for sustainability-related goals, and the disclosure of transition planning and value chain information 224
Figure 5.4. Factbook jurisdictions with provisions on corporate sustainability governance 225
Figure 5.5. Board responsibilities for sustainability-related policies and oversight of lobbying activities and/or political donations 226
Figure 5.6. Sustainability assurance requirements and assurance service providers 228
Figure 5.7. Scope of assurance requirements 229
Figure 5.8. Phasing in requirements across jurisdictions 230
Boxes 43
Box 2.1. Variations on "comply or explain" reporting on corporate governance codes 43
Infographics 8
Infographic 1.1. Key facts and figures on global public markets and corporate ownership 16
Infographic 2.1. Key facts and figures on the corporate governance and institutional framework 41
Infographic 3.1. Key facts and figures on the rights of shareholders and key ownership functions 74
Infographic 4.1. Key facts and figures on the board of directors 150
Infographic 5.1. Key facts and figures on corporate sustainability 220
Annex Tables 9
Annex Table 1.A.1. Categories of owners defined and used in the report 38
