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