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Title page 1

Contents 6

Preface 4

Foreword 5

Abbreviations and acronyms 10

Executive summary 11

1. The global SOE landscape 13

1.1. The global landscape of state-owned enterprises 15

1.2. Trends in non-financial state-owned enterprises 16

1.3. Performance, financing structure and investment of non-financial SOEs 20

1.3.1. Performance of SOEs 20

1.3.2. Financing structure of SOEs 21

1.3.3. Investment by SOEs 23

1.4. Comparing SOEs against privately held companies 24

1.4.1. Performance of SOEs and non-SOEs 26

1.4.2. Financing structures of SOEs and non-SOEs 28

1.4.3. Investment by SOEs and non-SOEs 29

References 32

Notes 33

2. SOE ownership arrangements 34

2.1. Legal and regulatory environment 35

2.2. State ownership rationales and policies 37

2.2.1. State ownership rationales 37

2.2.2. State ownership policies 38

2.2.3. Reviewing the state ownership policy 41

2.3. Ownership in practice 42

2.3.1. Ownership models 42

2.3.2. Resourcing and staffing 45

2.3.3. Separation of ownership from policymaking and regulatory functions 46

2.4. Aggregate reporting 49

References 51

Notes 53

3. SOEs in the marketplace 54

3.1. Regulatory treatment of SOEs and tax exemptions 55

3.1.1. Regulatory treatment of SOEs 55

3.1.2. SOE tax exemptions 60

3.2. State support and SOE financing 62

3.2.1. SOE financing 62

3.2.2. Disclosure of state support 63

3.3. Public policy objectives and public service obligations 64

3.3.1. PSO compensation 68

3.4. Dividend policies 69

References 72

4. Disclosure, transparency and accountability of SOEs 74

4.1. Reporting and disclosure requirements 75

4.1.1. Financial disclosure 75

4.1.2. Disclosing commercial and non-commercial objectives 76

4.2. Control structures, board composition and remuneration disclosure 79

4.2.1. Control structures 79

4.2.2. Related party transactions 80

4.2.3. Board composition 82

4.2.4. Board and executive remuneration 82

4.3. Disclosure of material risk factors and risk management 84

4.4. Equitable treatment of shareholders 85

4.5. Audit practices 88

4.5.1. External audit 88

4.5.2. Internal audit 90

4.5.3. State audit 92

References 93

5. Composition and responsibilities of SOE boards 94

5.1. Board structures, functions and authority 95

5.1.1. Board structures and core functions 95

5.1.2. Board autonomy 97

5.2. Board committees 98

5.3. Board composition 105

5.3.1. Board size 105

5.3.2. Skills and competencies 106

5.3.3. Gender and diversity 107

5.3.4. Employee representation 109

5.4. Board independence 109

5.4.1. Independent directors 109

5.4.2. Conflicts of interest and political influence 115

5.5. Board effectiveness 117

5.5.1. Role of the Chair 117

5.5.2. Board evaluation 118

5.6. Risk management and internal controls 119

5.6.1. Risk management 119

5.6.2. Compliance frameworks 121

References 122

Notes 123

6. SOEs and sustainability 124

6.1. Sustainability and state-owner expectations 125

6.2. Integrating sustainability considerations within risk management systems 127

6.3. Sustainability reporting and disclosure 130

6.4. Stakeholder relations 132

References 132

Notes 134

7. Anti-corruption and integrity 136

7.1. OECD Guidelines on Anti-Corruption and Integrity in SOEs 137

7.2. Integrity of the state 139

7.3. Exercise of ownership for integrity 140

7.4. Promotion of anti-corruption and integrity in SOEs 141

7.5. SOE accountability 142

References 143

Annex A. Methodological note 144

References 148

Tables 8

Table 2.1. Rationales for SOE ownership 37

Table 2.2. State ownership policies: breakdown by jurisdiction 38

Table 2.3. When the SOE ownership policy was last reviewed 42

Table 2.4. State ownership entities by category 44

Table 2.5. Funding mechanisms for ownership entities 46

Table 2.6. Co-existence of policymaking and regulatory responsibilities in an ownership entity 46

Table 2.7. Policy and regulatory functions across ownership entities 48

Table 2.8. SOE portfolio reporting practices across jurisdictions 49

Table 3.1. Regulatory and other legal exemptions 57

Table 3.2. Selected examples of regulatory and other exemptions 59

Table 3.3. Main sources of financing for commercial SOEs 63

Table 3.4. PSO communication mechanisms by jurisdiction 66

Table 3.5. Accounting separation and PSO compensation 69

Table 3.6. Dividend policies for SOEs 70

Table 3.7. Examples of dividend policies 71

Table 4.1. Disclosure of public policy objectives (PPOs) and public service obligations (PSOs) 77

Table 4.2. Disclosure of SOE governance, ownership, voting and control structures 79

Table 4.3. Disclosure of board and executive remuneration 83

Table 4.4. Disclosure of risk factors and risk management systems 84

Table 4.5. Minority shareholder rights in non-listed SOEs 86

Table 4.6. Internal audit: requirement and reporting line 90

Table 5.1. SOE boards' responsibilities towards management 96

Table 5.2. SOE boards' autonomy to define corporate strategy 98

Table 5.3. Audit committee requirements: breakdown by jurisdiction 101

Table 5.4. Remuneration committee requirements: breakdown by jurisdiction 102

Table 5.5. Nomination committee requirements: breakdown by jurisdiction 103

Table 5.6. Risk committee requirements: breakdown by jurisdiction 104

Table 5.7. Case studies: determining SOE board sizes 106

Table 5.8. Board composition requirements 107

Table 5.9. Employee representation on SOE boards 109

Table 5.10. Scope of independence criteria for SOE board members 111

Table 5.11. Jurisdictions reporting minimum provisions for independent directors on SOE boards 111

Table 5.12. Select jurisdiction-level provisions concerning independent directors on SOE boards 112

Table 5.13. Tenure limits for independent board members 114

Table 6.1. Selected examples of sustainability expectations within ownership policy frameworks 126

Table 6.2. Integration of sustainability-related risk management in SOEs 128

Table 6.3. Requirement or expectation for SOEs to engage in stakeholder dialogue 132

Table 7.1. Hiring process and eligibility requirements for state ownership entity staff 140

Table 7.2. Reporting by SOEs on anti-corruption compliance and implementation 140

Table 7.3. Stakeholder co-operation or consultation on integrity in the state-owned sector 143

Figures 7

Figure 1.1. Overview of SOEs 15

Figure 1.2. Concentration of SOE number, employment and assets in top 3 countries by region 16

Figure 1.3. Evolution of non-financial SOEs by number and asset size 17

Figure 1.4. Leading non-financial SOE industries by sales across selected regions 18

Figure 1.5. Top 20 countries by share of non-financial SOE employment 19

Figure 1.6. Size and number of listed and unlisted non-financial SOEs 19

Figure 1.7. Employment by listed and unlisted non-financial SOEs 20

Figure 1.8. Performance of SOEs 21

Figure 1.9. Leverage of non-financial state-owned enterprises 22

Figure 1.10. Distribution of companies by leverage ratio 22

Figure 1.11. Research and development by non-financial SOEs 23

Figure 1.12. Investment of non-financial SOEs by regions 24

Figure 1.13. Overview of SOEs and non-SOEs 25

Figure 1.14. SOE presence across industries 25

Figure 1.15. Performance indicators of SOEs versus non-SOEs 26

Figure 1.16. Performance of SOEs and non-SOEs across industries 27

Figure 1.17. Performance gap between non-SOEs and SOEs across regions 28

Figure 1.18. Leverage of SOEs and non-SOEs 29

Figure 1.19. Leverage of SOEs and non-SOEs by region 29

Figure 1.20. R&D investment by SOEs and non-SOEs by region 30

Figure 1.21. R&D investment by SOEs and non-SOEs by industry 31

Figure 1.22. Investment by SOEs and non-SOEs 31

Figure 2.1. Legal forms of SOEs in surveyed economies 36

Figure 2.2. State ownership models 43

Figure 2.3. State ownership entity types across respondents 43

Figure 2.4. Employee profiles and numbers in state ownership entities 45

Figure 2.5. Production of aggregate reports of the SOE sector, 2024 vs. 2026 50

Figure 2.6. Key information featured in aggregate reports, 2024 vs. 2026 51

Figure 3.1. Nature of regulatory exemptions 60

Figure 3.2. SOEs with tax advantages not available to private companies 60

Figure 3.3. Changes in tax advantages 62

Figure 3.4. Entity required to disclose state support 64

Figure 3.5. Defining PPOs and PSOs in the SOE Guidelines 65

Figure 3.6. PSO compensation mechanisms 68

Figure 3.7. Rate-of-return targets for SOEs 72

Figure 4.1. Reporting and disclosure standards applicable to SOEs 76

Figure 4.2. Disclosure of commercial and non-commercial objectives 77

Figure 4.3. Required disclosures of material related party transactions 81

Figure 4.4. Board composition disclosure 82

Figure 4.5. Required reporting on material risk factors and risk management systems or frameworks 84

Figure 4.6. Independent external audits 88

Figure 4.7. Rotation of external auditors as applied to SOEs 89

Figure 4.8. Internal audit reporting lines 92

Figure 4.9. Scope of state audit body practices 92

Figure 5.1. Key functions expected of SOE boards and common board structures 96

Figure 5.2. Establishment and independence requirements in SOE board committees 99

Figure 5.3. Board independence thresholds 100

Figure 5.4. Elements included in the national definition of independence 110

Figure 5.5. Categories of senior political office holders allowed to serve on SOE boards 116

Figure 5.6. Primary point of contact between the ownership entity and the board 118

Figure 5.7. Board evaluation practices 118

Figure 5.8. Strength of board evaluation frameworks 119

Figure 5.9. Risk management systems: portfolio and SOE level requirements 121

Figure 5.10. Requirements for SOEs to adopt compliance measures 122

Figure 6.1. Sustainability and RBC expectations referenced in policies and laws applicable to SOEs 126

Figure 6.2. RBC due diligence steps reported for economically significant SOEs 129

Figure 6.3. Requirements for individual SOEs to report on sustainability 130

Figure 7.1. OECD ACI Guidelines: an overview 138

Figure 7.2. Overall implementation of selected provisions of the ACI Guidelines 139

Figure 7.3. Integrity frameworks and board appointment criteria in SOEs 142

Boxes 40

Box 2.1. Developing a state ownership policy: key steps 40

Box 3.1. Australia's tax equivalent regime 61

Box 4.1. Disclosure of public policy objectives in SOEs 78

Box 4.2. External audit practices: OECD Corporate Governance Factbook 2025 89

Box 5.1. Board-level committees: OECD Corporate Governance Factbook 2025 100

Box 5.2. EU directive on gender balance in corporate boards 107

Box 5.3. Key mechanisms used to safeguard independence 116

Box 5.4. Emerging trends in risk management 120

Box 6.1. Reporting sustainability information at the state ownership level 131

Annex Tables 9

Table A A.1. OECD Survey on State Ownership and Corporate Governance 2026: topics and questions 146

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