Amidst a rapidly changing global market landscape and emerging challenges ranging from climate change to digitalisation to evolving investor expectations, corporations must continuously adapt and innovate. Good corporate governance is essential to enable corporations to effectively address and manage such challenges. For them to do so, corporate governance policies and practices must also keep pace.

The OECD Corporate Governance Factbook supports the implementation of good corporate governance practices by providing an easily accessible and up-to-date factual underpinning to help understand countries’ institutional, legal and regulatory frameworks. Policy makers and regulators may use the Factbook to compare their own frameworks with those of other jurisdictions or to obtain information about specific policies and practices adopted. It also serves as a useful reference for market participants and analysts seeking to understand how such frameworks vary across different jurisdictions, and how they have been evolving.

The 2023 edition of the OECD Corporate Governance Factbook presents comparative data and information on listed companies across 49 jurisdictions through the end of 2022. Updated every two years, the Factbook provides a unique tool for monitoring and supporting the implementation of the G20/OECD Principles of Corporate Governance. The scope of this edition has been expanded to cover the Principles’ recommendations on a number of new topics. This includes new data on corporate governance frameworks related to sustainability, virtual and hybrid shareholder meetings, and company groups.

Effective design and implementation of corporate governance policies requires a good empirical understanding of the ownership and business landscape to which they will be applied. Chapter 1 therefore provides a global overview of developments related to stock markets, including their size, activities and ownership characteristics. The chapter also analyses corporate sustainability-related policies and practices, based upon new information collected for this edition in line with the new chapter of the revised G20/OECD Principles of Corporate Governance. This includes regulatory frameworks on sustainability disclosure, policies and practices for assurance of sustainability-related information and use of an international disclosure standard. It also refers to provisions on board responsibilities for sustainability-related policies as well as practices on board committees responsible for sustainability-related issues and executive compensation linked to sustainability matters. The chapter also includes newly collected information on regulatory frameworks on ESG rating and data providers.

The quality of the institutional, legal and regulatory framework is an important foundation for implementing the G20/OECD Principles of Corporate Governance, requiring effective supervision and enforcement that market participants can rely on. Chapter 2 provides insights on the legal framework for corporate governance, revealing the frequency of legislative reforms in this area, as well as the continued relevance of national corporate governance codes or equivalent instruments and their monitoring as complementary mechanisms. Legal and regulatory frameworks should be coupled with strong and independent institutional oversight and Chapter 2 also offers information on the lead regulatory institution for corporate governance of listed companies in each jurisdiction, and on mechanisms to ensure their independence.

The G20/OECD Principles of Corporate Governance state that the corporate governance framework shall protect and facilitate the exercise of shareholders’ rights and ensure equitable treatment of all shareholders. Chapter 3 provides detailed information on the rights to obtain information on shareholder meetings, to request meetings and to place items on the agenda, and on voting rights. The chapter also looks at frameworks for the review of related party transactions, triggers and mechanisms for corporate takeover bids, and the roles and responsibilities of institutional investors and other intermediaries. The chapter also includes newly collected data on the legal frameworks for company groups, notably with respect to disclosure, as well as for conducting virtual and hybrid shareholder meetings, with safeguards aimed at ensuring equal access to information and effective participation of all shareholders.

The G20/OECD Principles of Corporate Governance recommend that the corporate governance framework ensures the strategic guidance of the company by the board and its accountability to the company and the shareholders. Chapter 4 provides information on regulatory frameworks on board structures, board independence and board-level committees, as well as risk management and implementation of internal controls, including new information on the establishment of a separate sustainability committee. The chapter also includes a section on auditor independence, accountability and oversight, with new information on audit firm and audit partner rotation. The chapter also covers board nomination and election, executive remuneration, and gender diversity on boards and in senior management.