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1、OECD Corporate Governance Factbook 2023OECD Corporate Governance Factbook2023The G20/OECD Principles of Corporate Governance are set out in the Appendix to the OECD Recommendation onPrinciples of Corporate Governance OECD/LEGAL/0413 adopted by the OECD Council on 8 July 2015 and revised on8 June 202
2、3.The Principles were endorsed by the G20 in September 2023.For access to the official text of theRecommendation,as well as other related information,please consult the Compendium of OECD Legal Instruments athttps:/legalinstruments.oecd.org.This document,as well as any data and map included herein,a
3、re without prejudice to the status of or sovereignty overany territory,to the delimitation of international frontiers and boundaries and to the name of any territory,city or area.The statistical data for Israel are supplied by and under the responsibility of the relevant Israeli authorities.The use
4、ofsuch data by the OECD is without prejudice to the status of the Golan Heights,East Jerusalem and Israeli settlements inthe West Bank under the terms of international law.Note by the Republic of TrkiyeThe information in this document with reference to“Cyprus”relates to the southern part of the Isla
5、nd.There is no singleauthority representing both Turkish and Greek Cypriot people on the Island.Trkiye recognises the Turkish Republic ofNorthern Cyprus(TRNC).Until a lasting and equitable solution is found within the context of the United Nations,Trkiyeshall preserve its position concerning the“Cyp
6、rus issue”.Note by all the European Union Member States of the OECD and the European UnionThe Republic of Cyprus is recognised by all members of the United Nations with the exception of Trkiye.Theinformation in this document relates to the area under the effective control of the Government of the Re
7、public of Cyprus.Please cite this publication as:OECD(2023),OECD Corporate Governance Factbook 2023,OECD Publishing,Paris,https:/doi.org/10.1787/6d912314-en.ISBN 978-92-64-72564-5(print)ISBN 978-92-64-47967-8(pdf)ISBN 978-92-64-53323-3(HTML)ISBN 978-92-64-54953-1(epub)OECD Corporate Governance Factb
8、ookISSN 2960-236X(print)ISSN 2960-2009(online)Photo credits:Cover Andrew Esson/Baseline Arts Ltd.Corrigenda to OECD publications may be found on line at:www.oecd.org/about/publishing/corrigenda.htm.OECD 2023The use of this work,whether digital or print,is governed by the Terms and Conditions to be f
9、ound at https:/www.oecd.org/termsandconditions.3 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Preface Amidst a rapidly changing global market landscape and emerging challenges ranging from climate change to digitalisation to evolving investor expectations,corporations must continuously adapt an
10、d 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 G20/OECD Principles of Corporate Governance have an important role to play by providing gui
11、dance to help policy makers evaluate and improve the legal,regulatory and institutional framework for corporate governance,with a view to supporting market confidence and integrity,economic efficiency,sustainable growth and financial stability.In 2023,a new and revised edition of the Principles was
12、issued reflecting a strong desire from all OECD and G20 Members to see the Principles offer guidance on companies sustainability and resilience.In particular,the revised Principles will help companies manage environmental and social risks,with insights on disclosure,the roles and rights of sharehold
13、ers as well as stakeholders and the responsibilities of company boards.The objectives are to help improve companies access to financial markets in an environment where investor expectations are evolving and to support investor confidence on the basis of more transparent market information and reinfo
14、rced investor rights.The accompanying Corporate Governance Factbook offers a unique source for understanding how the Principles are implemented around the world with comparative information and concrete evidence and examples from 49 jurisdictions globally.This edition of the Factbook has been expand
15、ed with information on the new recommendations of the revised Principles,including on sustainability,general shareholder meetings,and company groups.Reflecting the increasing attention given to the green transition,the 2023 edition of the Factbook provides for the first time information on sustainab
16、le corporate practices,such as requirements or recommendations for sustainability-related disclosure,the majority of which are set out in mandatory laws or regulations.Such expanded coverage will ensure that the Factbook continues to provide a benchmark for monitoring and promoting the implementatio
17、n of the Principles.As capital markets and corporations continue to evolve and respond to new opportunities and challenges,the Factbook provides an essential tool to help policy makers and regulators stay abreast of the changing corporate governance landscape,and to consider how policies and practic
18、es can be adapted to remain effective.The OECD and its Corporate Governance Committee will continue to work with national governments,international institutions and the private sector to promote global implementation of the Principles with the support of the Factbook and other tools.Mathias Cormann,
19、OECD Secretary-General 4 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Foreword 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 institution
20、al,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 seek
21、ing to understand how such frameworks vary across different jurisdictions,and how they have been evolving.The core information in the Factbook derives from OECD thematic reviews on how jurisdictions address major corporate governance challenges such as board practices(including remuneration);the rol
22、e of institutional investors;related party transactions and minority shareholder rights;board member nomination and election;supervision and enforcement;frameworks for risk management and audit;and company groups.Additional sections address the capital market landscape,including ownership patterns;d
23、ata on stock exchanges and their market activities;and the institutional and regulatory landscape.First published in 2014,the Factbook has been updated every two years since 2015 and this is the sixth edition.This edition covers provisions enacted across all issue areas through the end of 2022,and p
24、rovides a wealth of new information in line with the revised G20/OECD Principles of Corporate Governance,released in parallel with this edition.New sections have been added on corporate sustainability,covering sustainability-related disclosure frameworks,board responsibilities for reviewing or appro
25、ving sustainability-related issues,and regulation on ESG rating and index providers.There are also new data and sections on the legal framework for virtual and hybrid meetings and for company groups.The Factbook is divided into four chapters:1)global markets,corporate ownership and sustainability;2)
26、the corporate governance and institutional framework;3)the rights of shareholders and key ownership functions;and 4)the corporate board of directors.Each chapter offers a narrative overview,which helps to provide an overall picture of the main tendencies and variations in approaches taken by differe
27、nt jurisdictions.This is supported by 61 figures and 45 tables,providing comparative information on 49 jurisdictions,including all 38 OECD members,and G20 and Financial Stability Board members including Argentina;Brazil;the Peoples Republic of China(hereafter China);Hong Kong(China);India;Indonesia;
28、Saudi Arabia;Singapore;and South Africa.Two additional jurisdictions that actively participate in the OECD Corporate Governance Committee Malaysia and Peru are also included.The Factbook compiles information gathered from 49 jurisdictions participating in the work of the Corporate Governance Committ
29、ee,which are interchangeably referred to as either“jurisdictions surveyed”or“Factbook jurisdictions”.It is the collective achievement of the Committee and the individual efforts of the delegates from all jurisdictions,who diligently reviewed and updated the information to ensure accuracy.The Factboo
30、k was prepared and co-ordinated under the supervision of Serdar elik by Daniel Blume,Akiko Shintani and Tiziana Londero with contributions from Thomas Dannequin,Adriana De La Cruz,Caio De Oliveira,Luca Dzikowski,Greta Gabbarini,Naoki Haraguchi,Fianna Jurdant and Alejandra Medina of the Capital Marke
31、ts and Financial Institutions Division of the OECD Directorate for Financial and Enterprise Affairs.5 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Table of contents Preface 3 Foreword 4 Executive summary 9 1 Global markets,corporate ownership and sustainability 11 1.1.Introduction 12 1.2.Global
32、 trends in equity markets and the listed company landscape 12 1.3.Initial public offerings trends 14 1.4.Secondary public offerings trends 16 1.5.Changes in the corporate ownership and investor landscape 17 1.6.The prevalence of concentrated ownership 19 1.7.Trends in corporate bond financing 20 1.8
33、.Corporate sustainability 22 Annex 1.A.Methodology for data collection and classification 37 References 38 2 The corporate governance and institutional framework 39 2.1.The regulatory framework for corporate governance 40 2.2.The main public regulators of corporate governance 44 References 68 3 The
34、rights of shareholders and key ownership functions 69 3.1.Notification of general meetings and information provided to shareholders 70 3.2.Shareholders right to request a meeting and to place items on the agenda 71 3.3.Shareholder voting 74 3.4.Virtual and hybrid shareholder meetings 76 3.5.Related
35、party transactions 78 3.6.Takeover bid rules 82 3.7.The roles and responsibilities of institutional investors and related intermediaries 83 3.8.Company groups 88 References 131 4 The corporate board of directors 133 4.1.Basic board structures and independence 134 4.2.Board-level committees 138 4.3.A
36、uditor independence,accountability and oversight 141 6 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 4.4.Board nomination and election 144 4.5.Board and key executive remuneration 147 4.6.Gender composition on boards and in senior management 151 References 197 FIGURES Figure 1.1.Universe of list
37、ed companies,end 2022 12 Figure 1.2.Initial public offerings(IPOs),total amount raised 15 Figure 1.3.Top 20 jurisdictions by number of non-financial company IPOs between 2013 and 2022 16 Figure 1.4.Secondary public offerings(SPOs),total amount raised 17 Figure 1.5.Investors public equity holdings,en
38、d 2022 18 Figure 1.6.Ownership concentration by market,end 2022 19 Figure 1.7.Ownership concentration at the company level,end 2022 20 Figure 1.8.New issuance of non-financial corporate bonds 21 Figure 1.9.Outstanding amount of non-financial corporate bonds 22 Figure 1.10.Sustainability-related disc
39、losure with 2021 information 23 Figure 1.11.Assurance of the sustainability information and use of sustainability standards 24 Figure 1.12.Metrics for sustainability-related goals and GHG emissions reduction targets 25 Figure 1.13.Board committees and executive compensation 26 Figure 2.1.Implementin
40、g mechanisms for corporate governance codes and regulations 40 Figure 2.2.Custodians of corporate governance codes 42 Figure 2.3.National reporting on adherence to corporate governance codes 43 Figure 2.4.Who is the regulator of corporate governance?44 Figure 2.5.How is the regulator funded?45 Figur
41、e 2.6.What size are boards of regulators?46 Figure 2.7.What term of office do board members/heads of the regulator serve?47 Figure 3.1.Minimum public notice period for general shareholder meetings and requirements for sending notification to all shareholders 70 Figure 3.2.Means of shareholder meetin
42、g notification 71 Figure 3.3.Deadline for holding the meeting after shareholder request 72 Figure 3.4.Minimum shareholding requirements to request a shareholder meeting and to place items on the agenda 73 Figure 3.5.Issuance of shares with limited or no voting rights 74 Figure 3.6.Formal vote counti
43、ng and disclosure of voting results 75 Figure 3.7.Legal frameworks for virtual and hybrid shareholder meetings 77 Figure 3.8.Immediate and periodic disclosure of related party transactions 80 Figure 3.9.Board approval for certain types of related party transactions 81 Figure 3.10.Shareholder approva
44、l for certain types of related party transactions 81 Figure 3.11.Requirements for mandatory takeover bids 83 Figure 3.12.Disclosure of voting policies and actual voting records by institutional investors 85 Figure 3.13.Existence and disclosure of conflicts of interest policies by institutional inves
45、tors 85 Figure 3.14.Stewardship and fiduciary responsibilities of institutional investors 86 Figure 3.15.Requirements and recommendations for proxy advisors 87 Figure 3.16.Definitions of company groups 88 Figure 3.17.Mandatory and/or voluntary disclosure provisions for all listed companies 89 Figure
46、 4.1.Maximum term of office for board members before re-election 135 Figure 4.2.Minimum number or ratio of independent directors on the(supervisory)board 136 Figure 4.3.Separation of CEO and chair of the board in one-tier board systems 137 Figure 4.4.Requirements for the independence of directors an
47、d their independence from substantial shareholders 137 Figure 4.5.Definition of independent directors:Maximum tenure 138 Figure 4.6.Board-level committees by category and jurisdiction 139 Figure 4.7.Independence of the chair and members of board-level committees 140 Figure 4.8.Risk management and im
48、plementation of internal controls 140 Figure 4.9.Board-level committee for risk management 141 Figure 4.10.Role of the audit committee in relation to the external audit 142 Figure 4.11.Maximum term years before mandatory audit firm rotation 143 7 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Fig
49、ure 4.12.Audit oversight 144 Figure 4.13.Majority voting requirement for board election 145 Figure 4.14.Cumulative voting 145 Figure 4.15.Qualification requirements for board member candidates 146 Figure 4.16.Information provided to shareholders regarding candidates for board membership 147 Figure 4
50、.17.Criteria for board and key executive remuneration 147 Figure 4.18.Specific requirements or recommendations for board and key executive remuneration 148 Figure 4.19.Requirement or recommendation for shareholder approval on remuneration policy 149 Figure 4.20.Requirement or recommendation for shar
51、eholder approval of level/amount of remuneration 150 Figure 4.21.Disclosure of the policy and amount of remuneration 151 Figure 4.22.Provisions to disclose data on the gender composition of boards and of senior management 152 Figure 4.23.Aggregate change in the percentage of women on boards 153 Figu
52、re 4.24.Share of women on boards of largest listed companies(in 2017,2020,and 2022)with reference to implemented quotas&targets,percentage 154 TABLES Table 1.1.Regulated markets and their ownership characteristics,2022 27 Table 1.2.The largest stock exchanges 28 Table 1.3.Sustainability-related disc
53、losure 30 Table 1.4.Sustainability:Board responsibilities and ESG rating and index providers 35 Table 2.1.The main elements of the regulatory framework:Laws and regulations 48 Table 2.2.The main elements of the regulatory framework:National codes and principles 53 Table 2.3.The custodians of nationa
54、l codes and principles 56 Table 2.4.National reports on corporate governance 58 Table 2.5.The main public regulators of corporate governance 60 Table 2.6.Budget and funding of the main public regulator of corporate governance 61 Table 2.7.Size and composition of the governing body/head of the main p
55、ublic regulator of corporate governance 63 Table 2.8.Terms of office and appointment of the governing body/head of the main public regulator of corporate governance 65 Table 3.1.Means of notifying shareholders of the annual general meeting 91 Table 3.2.Shareholder rights to request a shareholder mee
56、ting and to place items on the agenda 92 Table 3.3.Preferred shares and voting caps 95 Table 3.4.Voting practices and disclosure of voting results 98 Table 3.5.Virtual and hybrid shareholder meetings 100 Table 3.6.Sources of definition of related parties 104 Table 3.7.Disclosure of related party tra
57、nsactions 106 Table 3.8.Board approval for related party transactions 108 Table 3.9.Shareholder approval for related party transactions(non-equity)111 Table 3.10.Takeover bid rules 114 Table 3.11.Roles and responsibilities of institutional investors and regulated intermediaries:Exercise of voting ri
58、ghts and management of conflicts of interest 119 Table 3.12.Roles and responsibilities of institutional investors and related intermediaries:Stewardship/fiduciary responsibilities 126 Table 3.13.Disclosure related to company groups 130 Table 4.1.Basic board structure:Classification of jurisdictions
59、156 Table 4.2.One-tier board structures in selected jurisdictions 156 Table 4.3.Two-tier board structures in selected jurisdictions 158 Table 4.4.Examples of a hybrid board structure 159 Table 4.5.Board size and director tenure for listed companies 160 Table 4.6.Board independence requirements for l
60、isted companies 162 Table 4.7.Requirement or recommendation for board independence depending on ownership structure 166 Table 4.8.Employees on the board 167 Table 4.9.Board-level committees 168 Table 4.10.Governance of internal control and risk management,including sustainability 171 Table 4.11.Appo
61、intment of external auditors 173 Table 4.12.Provisions to promote external auditor independence and accountability 176 8 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Table 4.13.Audit oversight 179 Table 4.14.Voting practices for board election 184 Table 4.15.Board representation of minority sha
62、reholders 186 Table 4.16.Governance of board nomination 187 Table 4.17.Requirements or recommendations for board and key executives remuneration 188 Table 4.18.Disclosure and shareholder approval of board and key executives remuneration 190 Table 4.19.Provisions to achieve gender diversity in leader
63、ship positions 192 Table 4.20.Gender composition of boards and management 195 Follow OECD Publications on:https:/ OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Executive summary The 2023 edition of the OECD Corporate Governance Factbook presents comparative data and information on listed compani
64、es 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
65、number of new topics.This includes new data on corporate governance frameworks related to sustainability,virtual and hybrid shareholder meetings,and company groups.Global markets,corporate ownership and sustainability Effective design and implementation of corporate governance policies require a goo
66、d empirical understanding of the ownership and business landscape to which they will be applied.Chapter 1 provides context for the data collected in this edition of the Factbook with a global overview of the main developments in equity and corporate bond markets.With almost 44 000 listed companies i
67、n the world,global market capitalisation reached USD 98 trillion at the end of 2022,up from USD 84 trillion in 2017.Among key trends identified are a growing share of institutional investor ownership in publicly listed companies;a continuing shift toward leading Asian markets in the number of listed
68、 companies and initial public offerings(IPOs);an increasing proportion of capital market financing coming from secondary public offerings(SPOs);and a long-term growth trend in non-financial firm corporate bond issuances(although this eased somewhat in 2021-22).Chapter 1 also analyses corporate susta
69、inability-related policies and practices and reveals how,reflecting increased investors attention to sustainability issues,all surveyed jurisdictions have established relevant provisions,specific requirements or recommendations with respect to sustainability-related disclosure.Only half of jurisdict
70、ions have explicit provisions on board responsibilities for sustainability-related policies.Newly collected information on regulatory frameworks on ESG rating and data providers indicate that only a few jurisdictions,mostly within the EU,have so far adopted such frameworks.The corporate governance a
71、nd institutional framework The quality of the institutional,legal and regulatory framework is an important foundation for implementing the G20/OECD Principles,requiring effective supervision and enforcement that market participants can rely on.Against this background,Chapter 2 highlights how reforms
72、 in corporate governance remain a priority and were implemented in over 70%of Factbook jurisdictions in 2021-22.Corporate governance codes also continue to play an important role:almost all jurisdictions have a national corporate governance code or equivalent instrument,with varied approaches for im
73、plementing them.More than two-thirds of jurisdictions also publish a national report on companies adherence to these codes an increasingly common practice in recent years.Chapter 2 also offers information on the lead regulatory institution for corporate governance of listed companies in each jurisdi
74、ction and their governance arrangements.Overall,budget autonomy is the most 10 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 common safeguard underpinning authorities independence(60%of regulators),while 17%of regulators still depend exclusively on the governments budget.All but a few jurisdicti
75、ons have established governing bodies to oversee their market supervisors,generally with specific criteria for appointments and term limits.The rights of shareholders and key ownership functions The G20/OECD Principles state that the corporate governance framework shall protect and facilitate the ex
76、ercise of shareholders rights and ensure equitable treatment of all shareholders.Chapter 3 highlights a significant increase in Factbook jurisdictions allowing companies to issue multiple voting shares,departing from the“one share one vote”proportionality principle and displaying a diversity of fram
77、eworks.The chapter also shows considerable evolution in frameworks for the review of related-party transactions.Nearly all jurisdictions now require both periodic and immediate disclosure of related-party transactions.Board approval of significant transactions is also required or recommended in all
78、but eight jurisdictions,usually with the abstention of related board members and often with a special role for the audit committee or independent directors.Shareholders also may play a role in a majority of jurisdictions,for example,for transactions above certain thresholds.Chapter 3 offers new data
79、 on the legal frameworks for conducting virtual and hybrid shareholder meetings.As of the end of 2022,a large majority of jurisdictions had rules or recommendations on virtual and/or hybrid shareholder meetings with safeguards for ensuring equal access to information and effective participation of a
80、ll shareholders in line with the revised G20/OECD Principles.The rise in institutional ownership of publicly listed companies is reflected in the increasing use of investor stewardship codes together with disclosure of voting policies and voting records.In comparison to institutional investors,regul
81、ations on proxy and other advisory services is still less common.Another common feature related to company ownership,with implications for shareholder rights,are company groups.The Factbook includes new findings on how jurisdictions define company groups in their legal frameworks and what elements m
82、ust be disclosed.To address their complexity,more than 80%of jurisdictions require public disclosure of a range of elements related to company group structures,their ownership and intra-group activities.The corporate board of directors The G20/OECD Principles recommend that the corporate governance
83、framework ensures the strategic guidance of the company by the board and its accountability to the company and the shareholders.Chapter 4 offers information on board structures,board independence and board-level committees,as well as risk management and implementation of internal controls.Jurisdicti
84、ons explicitly requiring or recommending the establishment of sustainability committees are rare.Concerning external audit,the Factbook confirms shareholders primary responsibility for appointing and/or approving the external auditor,although the boards involvement is also increasingly common to ass
85、ist the shareholders decision.Along with information on board nomination,election and remuneration,the final chapter addresses the gender composition of boards and senior management,on which jurisdictions have adopted a range of approaches to promote greater gender diversity.Three-fifths of jurisdic
86、tions mandate disclosure of the gender composition of boards,whereas only approximately 30%mandate it for senior management.Mandated quotas and/or voluntary targets have yielded positive results and,in this effort,complementary or alternative measures are also foreseeable and have generated positive
87、 outcomes.11 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 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 developm
88、ents 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 Corpo
89、rate 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 we
90、ll 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.1 Global markets,corporate ownership and susta
91、inability 12 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 1.1.Introduction This chapter provides an overview of developments in equity and corporate bond markets worldwide including in the global landscape of listed companies and in the use of public equity via initial and secondary public offe
92、rings.It also offers an overview of the ownership structure of listed companies and of the use of corporate bonds in global capital markets.Finally,the chapter presents recent developments in corporate governance frameworks and corporate practices in relation to sustainability issues.The information
93、 presented in this chapter has a global coverage beyond the 49 jurisdictions covered in the Factbook and provides context for the information presented in the following chapters.1.2.Global trends in equity markets and the listed company landscape Equity markets offer companies access to the risk-wil
94、ling,long-term capital needed in order to invest and ultimately contribute to economic growth.They also offer a secondary market that allows companies to continue accessing perpetual capital after their initial listing.In addition,equity markets contribute to the broader resilience of our economies.
95、In times of crisis,when bank lending tends to contract,equity markets continue offering capital.Equity markets also remain the largest asset class available to households,offering the opportunity to manage their savings and share in the growth of the corporate sector.At the end of 2022,there were al
96、most 44 000 listed companies in the world with a total market capitalisation of USD 98 trillion.Company ownership data are available for 30 871 of these companies.Figure 1.1 provides a picture of the size of the key markets and regions according to the number of listed companies and market capitalis
97、ation for all listed companies.The United States remains the largest market by market capitalisation,while Asia has the highest number of listed companies.Figure 1.1.Universe of listed companies,end 2022 Note:The figure shows the market capitalisation and number of listed companies for the 43 970 li
98、sted companies from 100 economies,and the bubble size represents their share in global market capitalisation.In this and subsequent figures in this chapter and in the text when specified,the category“Asia excl.China and Japan”includes all jurisdictions in the continent excluding the Peoples Republic
99、 of China(hereafter China and Japan(e.g.Hong Kong(China);India;Korea;Singapore;and Chinese Taipei).“Latin America”includes jurisdictions both in Latin America and in the Caribbean.“Europe”includes all jurisdictions that are fully located in the region,including the United Kingdom and Switzerland but
100、 excluding the Russian Federation and Trkiye.“Other Advanced”includes all jurisdictions that are classified as advanced economies in IMFs World Economic Outlook Database but that are not represented in the other categories in the figure(e.g.Australia,Canada,and Israel).“Others”includes mostly jurisd
101、ictions that are classified as emerging market and developing economies in IMFs World Economic Outlook Database but that are not represented in the other categories in the figure(e.g.Saudi Arabia and South Africa).See the Methodology for Ownership data in Annex 1.A for more detailed information.Sour
102、ce:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg.13 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Global market capitalisation increased from USD 84 trillion in 2017 to USD 98 trillion in 2022,while the number of listed companies increased from approximately 41 000 in 2017 to al
103、most 44 000 in 2022.This increase was mainly driven by emerging economies,where the number of listed companies increased from around 16 000 in 2017 to over 20 000 in 2022.On the contrary,many advanced economies have seen a continuous decrease in the number of listed companies,mainly driven by a subs
104、tantial and structural decline in listings of smaller growth companies,distancing a larger portion of these companies from ready access to public equity financing.Table 1.1 provides an overview of the total market capitalisation and number of listed companies across the 49 Factbook jurisdictions,inc
105、luding OECD,G20 and Financial Stability Board members.It is important to note that the Factbook and data of Table 1.1 by jurisdiction focus on companies that issue equity on the regulated or main markets.Recognising that some jurisdictions have a significant number of companies in alternative market
106、 segments which may provide relevant opportunities for SME and growth company financing,Box 1.1 provides an overview of these alternative market segments for selected jurisdictions.However,more comprehensive data on these alternative segments have not been included in Table 1.1,recognising that they
107、 present methodological challenges that would require further study to ensure data comparability across jurisdictions,as well as to develop a clear understanding regarding the corporate governance frameworks applied to such markets.Table 1.2 provides a breakdown of the largest stock exchanges in eac
108、h jurisdiction and their characteristics.Box 1.1.The rise of alternative market segments The Factbook in its figures and tables focuses on companies that issue equity on the regulated or main markets and the legal,regulatory and institutional framework that applies to listed companies.Alternative ma
109、rket segments,however,have been established across jurisdictions and are becoming an increasingly common listing alternative as they have widened available options for issuers and investors and allow SME and growth company financing.1.At the same time,comparability of alternative market segments aro
110、und the world is challenging,as their listing requirements,reporting obligations,as well as the frameworks that apply to companies on these markets are fragmented.Without aiming to provide an exhaustive overview,the selected examples listed below wish to acknowledge the growing relevance of alternat
111、ive market segments and their differences.2.Multilateral Trading Facilities(MTFs)in Europe and growth segments in other regions generally impose simplified requirements for listing.SME Growth Markets(GMs)have been established in the European Union,further to MiFID I and MiFID II,to cater to the need
112、s of small and medium-sized issuers.These markets are not considered as a regulated market per EU legislation.Companies listing in these markets are subject to different regulatory frameworks,depending on each of these market segments and trading venues.Euronext Growth is a market segment within the
113、 Euronext network tailored for SMEs that aim to raise funds to finance their growth.With simplified eligibility for listing and reporting requirements compared to those of the regulated market,Euronext Growth counts several companies in its different venues(Brussels,Dublin,Lisbon,Milan,Oslo and Pari
114、s).3.Such segments represent an important share of listings as there are more than 290 and 260 issuers on Euronext Growth Paris and Euronext Growth Milan,respectively.4.Another important reality is Nasdaq First North Growth Market which is an MTF.Nasdaq First North Growth Market counts over 550 trad
115、ed growth companies,which are subject to the rules of different segments of First North MTF but not the requirements for admission to trading on a regulated market.5.14 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 The Alternative Investment Market(AIM)is a UK MTF operated by the London Stock Ex
116、change group within the meaning set out in the Handbook of the FCA and is recognised as an SME GM.6.AIM opened in 1995 and is operated and regulated by the Exchange in its capacity as a Recognised Investment Exchange.It provides a platform for smaller and growing companies to raise capital.Overall,A
117、IM has more relaxed entry and listing requirements than the Standard Main market:for example,there is no need to file a prospectus to the FCA and no minimum free float requirement.7.Beyond Europe,notable examples of alternative market segments can be found in China with the SSE Star Market of the Sh
118、anghai Stock Exchange launched in 2019,which counted more than 500 companies as of the end of 2022.8.This market supports companies in the science and technology field.Another market in China is the ChiNext market of Shenzhen Stock Exchange which represents a platform to support innovation among gro
119、wing companies in emerging and strategic industries.9.In Korea,the Korea Exchange(KRX)offers two segments for SMEs.One is the KOSDAQ market launched in 1996 to provide funds for startup companies and SMEs in the technology sector and now extending its scope to other growth industries,and the other o
120、ne is the KONEX(Korea New Exchange),a new segment established in 2013 targeted to SMEs.10.Overall,alternative market segments,including MTFs and SME GMs,support market dynamism and capital markets growth,but given their different characteristics,they would require further study to provide more compr
121、ehensive and comparable data across jurisdictions,as there is significant variation in how these market segments are defined and which rules apply to them across the Factbook jurisdictions.Notes:1.The Federation of European Securities Exchanges(FESE)estimated that at the end of 2022,for its 16 full
122、members from 30 jurisdictions,there were 1 502 companies listed on specialised market segments in equity(FESE,20221).2.For an analysis of which variables may contribute to differences among different trading venues for SMEs limited to EU jurisdictions,see(Annunziata,20212).3.An overview of eligibili
123、ty criteria and ongoing obligations on the different venues of Euronext Growth is available.Euronext Growth Oslo is not registered as an SME Growth Market under EU regulation.4.The list of stocks for Euronext Growth Paris can be accessed here and the list for Euronext Growth Milan is available here.
124、5.Nasdaq First North Growth Market is a market operated by Nasdaq Stockholm(Nasdaq First North Growth Market Sweden),Nasdaq Copenhagen(Nasdaq First North Growth Market Denmark),Nasdaq Helsinki(Nasdaq First North Growth Market Finland)and Nasdaq Iceland(Nasdaq First North Growth Market Iceland).See g
125、eneral information and the Rulebook for issuers of shares on Nasdaq First North GM.6.See AIM Rules for Companies.7.An overview of entry,listing,trading and other obligations of AIM is provided on the London Stock Exchanges website.8.See an overview of the STAR Market,its listings and the Rules Gover
126、ning the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange.9.See an overview of the ChiNext market.10.See an overview of the criteria and listing requirements for KOSDAQ market and for the KONEX market.Up to date figures on the different market segments of t
127、he Korea Exchange(KRX)are provided here.1.3.Initial public offerings trends Since the mid-1990s,the public equity market landscape has undergone important changes.One important development has been an increasing use of public equity markets by Asian companies.In the 1990s,European non-financial comp
128、anies mainly from the United Kingdom,Germany,France and Italy played a leading role in the global scene in terms of initial public offerings(IPOs),accounting for 41%of all capital raised,with over 3 500 listings during that period.Since then,European IPOs have declined both in absolute and relative
129、terms.European non-financial companies raised only 24%of the total equity capital raised via IPOs during the 2001-11 period,dropping to 19%between 2012 and 2022(Figure 1.2).15 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Asian companies have significantly increased their participation in global
130、 equity markets,from raising 22%of global IPO proceeds during the 1990s to 44%during the 2012-22 period.Importantly,the capital raised by non-financial companies in Asia has surpassed that of financial companies.The growth of Asian markets is mainly the result of a surge in Chinese IPOs.The number o
131、f Chinese IPOs more than tripled between the 1990-2000 period and the 2012-22 period,and they now represent almost one-third of the global proceeds.The Japanese market,which in 2001-11 experienced a decline in total IPO proceeds compared to the 1990s,saw a 15%increase during 2012-22,which also contr
132、ibuted to the increased importance of Asian equity markets during the past decade.The participation of Latin American companies in global capital markets has declined,with their amount of capital raised via IPOs contracting by 38%between 2001-11 and 2012-22.The surge in IPOs of Asian companies has l
133、ed to an increase in the share of Asian listed companies in all listed companies.At the beginning of 2023,56%of the worlds listed companies were listed on Asian stock exchanges,together representing 30%of the market capitalisation of the worlds listed companies.Figure 1.2.Initial public offerings(IP
134、Os),total amount raised Note:Initial public offerings in this report are defined as those listing on the main market where the capital raised is greater than zero.Therefore,direct listings are not recorded as an IPO in this database.The figure shows data for companies doing an initial public offerin
135、g domiciled in 205 economies.More detailed information is provided in the Methodology for Public equity data in Annex 1.A of this Chapter.Source:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg.The shift towards Asia has been even more pronounced with respect to the number of IPOs by n
136、on-financial companies.Chinese non-financial companies have been the worlds most frequent users of IPOs during the past decade,with about two and a half times as many IPOs as US companies(Figure 1.3).Moreover,other Asian markets India,Japan,Korea and Hong Kong(China)also rank among the top ten IPO m
137、arkets globally.Importantly,several emerging Asian markets(shown in blue in Figure 1.3),such as Indonesia,Thailand and Malaysia,rank higher in terms of IPOs than most advanced non-Asian economies(shown in orange).Only one EU member state Sweden is in the top ten.16 OECD CORPORATE GOVERNANCE FACTBOOK
138、 2023 OECD 2023 Figure 1.3.Top 20 jurisdictions by number of non-financial company IPOs between 2013 and 2022 Note:The figure shows data for the top 20 economies by total number of initial public offerings.Companies are recorded by their domicile,not where they list.More detailed information is prov
139、ided in the Methodology for Public equity data in Annex 1.A of this Chapter.Source:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg.1.4.Secondary public offerings trends Secondary public offerings(SPOs or follow-on offerings)allow companies that are already listed to continue raising e
140、quity capital on primary markets after their IPO.The proceeds from the SPO may be used for a variety of purposes and can also help fundamentally sound companies to bridge a temporary downturn in economic activity.In this regard,SPOs played an important role in providing the corporate sector with equ
141、ity in the wake of the 2008 financial crisis as well as during the COVID-19 crisis.The use of SPOs as a source of financing has gained momentum over the last two decades.In 2020,non-financial companies raised a record USD 708 billion via SPOs.The proceeds raised between 2012 and 2022 worldwide total
142、led USD 7.4 trillion,which is more than twice the amount raised during the 1990s.All regions experienced an increase in the use of SPOs(Figure 1.4).In Europe and the United States the dominant regions in terms of SPO volume the proceeds increased by over one-third between 1990-2000 and 2012-22.While
143、 the use of SPOs was marginal in China during the 1990s,Chinese companies raised USD 1.55 trillion in equity through SPOs between 2012 and 2022,which represents 21%of the total equity raised in the world through SPOs during that period.17 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Figure 1.4.
144、Secondary public offerings(SPOs),total amount raised Note:All public equity listings following an IPO,including the first-time listings on an exchange other than the primary exchange,are classified as a SPO.The figure shows data for 206 economies.More detailed information is provided in the Methodol
145、ogy for Public equity data in Annex 1.A.Source:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg.The steady growth in SPOs worldwide has also shifted the importance of public equity financing from IPOs to SPOs with respect to the total funds raised.While in the 1990s,SPOs accounted for
146、half of the proceeds raised in public equity markets(IPOs and SPOs combined),since the early 2000s this share has been increasing,reaching a record 89%of the total proceeds in 2009.The United States and Europe experienced both a decrease in IPOs and an increase in SPOs.The increasing needs of alread
147、y listed companies for capital to continue expanding partly explain this increase in SPOs.In addition,listed companies in these markets regularly acquire smaller non-listed companies,and these acquisitions may be financed through SPOs.1.5.Changes in the corporate ownership and investor landscape Tod
148、ays equity markets are characterised by the prevalence of concentrated ownership in listed companies and a wide variety of ownership structures across countries.Historically,however,most of the corporate governance debate has focused on situations with dispersed ownership,where the challenge of alig
149、ning the interests of shareholders and managers dominates.Recent developments have shifted ownership structures of listed companies towards concentrated ownership models.The first factor contributing to this is the increasing importance of Asian companies in stock markets.Since Asian companies often
150、 have a controlling shareholder either a corporation,family or the state their growing presence in capital markets has increased the prevalence of controlled companies.The second factor impacting concentration at the company level is the rise of institutional investors.While assets under management
151、by institutional investors have increased during the last two decades,many companies in advanced economies have left public equity markets.Therefore,a growing amount of funds flowing into a decreasing number of companies has increased ownership concentration at the company level.The third factor has
152、 been the partial privatisation of many state-owned companies through stock market listings since the 1990s.In many cases,privatisation through stock market listings has not led to any change in control and today states have controlling stakes in a large number of listed companies,particularly in em
153、erging Asian markets.This section provides a global overview of the ownership of listed companies,both in terms of the different categories of investors and the degree of ownership concentration at the company level.Table 1.1 provides characteristics related to these categories of shareholders and t
154、he extent of ownership 18 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 concentration across companies that issue equity on the regulated or main markets in the 49 jurisdictions covered by the Factbook.The findings presented in Figure 1.5 build on firm-level ownership information from almost 31
155、000 listed companies from 100 different markets.Together,these companies represent 98%of global stock market capitalisation.Using ownership information for each company,investors were classified into five categories following(De La Cruz,Medina and Tang,20193):private corporations,public sector,strat
156、egic individuals,institutional investors and other free-float.Figure 1.5 shows the distribution of shareholdings among these five different investor categories at the global and regional levels.At the global level,institutional investors are the largest investors and own 44%of global market capitali
157、sation,followed by the public sector with 11%,private corporations with 10%,and strategic individuals with 8%.The remaining 27%free-float is owned by shareholders who do not reach the threshold for mandatory disclosure of their shareholdings and by retail investors who are not required to disclose t
158、heir shareholdings.Figure 1.5.Investors public equity holdings,end 2022 Note:The figure shows the overall ownership share by market capitalisation of the categories of owners for 31 000 listed companies from 100 different economies for which there is firm-level ownership information.See the Methodol
159、ogy for Ownership data in Annex 1.A for more detailed information.Source:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg.Figure 1.5 also shows how the importance of the different investor categories varies across markets.Institutional investors are by far the most dominant shareholder
160、s in the United States,where they own at least 70%of equity,with some of the unreported free-float also likely to be owned by them.Institutional investors are also the largest investors in Europe,Japan and other advanced markets.In China,institutional investors are the smallest investors,owning arou
161、nd 11%of market capitalisation,and the public sector is the largest investor,owning almost 30%of all equity.The public sector is also a significant owner in Asia(excluding China and Japan)with a 13%ownership.Corporations are important owners in some regions.This is the case in Latin America and Asia
162、(excluding China and Japan)where corporations own 29%and 26%of market capitalisation respectively,and in Japan where they own 22%.These figures suggest that private corporations and holding companies are important owners in listed companies,and in many cases also the presence of group structures.19
163、OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 1.6.The prevalence of concentrated ownership The degree of ownership concentration in an individual company is not only important for the relationship between owners and managers,it may also require additional focus on the relationship between contro
164、lling owners and non-controlling owners.The ownership structure in most markets today is characterised by a high degree of concentration at the company level.Figure 1.6 shows the share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more
165、than 50%of the companys equity capital.In half of the markets,at least one-third of all listed companies have a single owner holding more than 50%of the equity capital.In Peru,Argentina,Chile and Indonesia,more than 60%of companies have a single shareholder holding more than half of the equity capit
166、al.Figure 1.6.Ownership concentration by market,end 2022 Note:The figure presents the share of companies where the largest and three largest shareholder(s)hold more than 50%of the equity as share of the total number of listed companies in each market across 44 out of the 49 Factbook jurisdictions.Fa
167、ctbook jurisdictions with less than ten companies with ownership information are excluded from the figure:Costa Rica,the Czech Republic,Latvia,Luxembourg and the Slovak Republic.See the Methodology for Ownership data in Annex 1.A for more detailed information.Source:OECD Capital Market Series datase
168、t,FactSet,Refinitiv,Bloomberg.Figure 1.7 provides a closer look at ownership concentration at the company level in each market by showing the average combined holdings of the three largest and 20 largest shareholders.In 25 of 44 jurisdictions,the three largest shareholders own on average more than 5
169、0%of the companys equity capital.The markets with the lowest ownership concentration,measured as the combined holdings of the three largest shareholders,are Australia,Finland,Ireland,the United States,Canada and the United Kingdom,where the three largest shareholders still own a significant average
170、combined holding,ranging between 33%and 36%of the companys equity capital.Moreover,in all these jurisdictions,the 20 largest shareholders own on average between 45%and 63%of the companys capital.20 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Figure 1.7.Ownership concentration at the company le
171、vel,end 2022 Note:The figure shows ownership concentration at the company level for each market.It shows the average combined holdings of the three and 20 largest owners respectively across 44 out of the 49 jurisdictions covered by the Factbook.Factbook jurisdictions with less than ten companies wit
172、h ownership information are excluded from the figure:Costa Rica,the Czech Republic,Latvia,Luxembourg and the Slovak Republic.See the Methodology for Ownership data in Annex 1.A for more detailed information.Source:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg.Table 1.1 provides a co
173、mparison of ownership concentration across the Factbooks 49 jurisdictions based on the percentage of companies where the three largest shareholders own at least 50%of the shares.In 39 of the jurisdictions,the three largest owners hold more than 50%of the equity capital in at least one-third of all l
174、isted companies.1.7.Trends in corporate bond financing While the means and processes differ from those of shareholders,bondholders play an important role in defining the boundaries of corporate actions and in monitoring corporate performance.This is particularly salient in times of financial distres
175、s.Like equity,bonds typically provide longer-term financing than traditional bank loans and serve as a useful source of capital for companies seeking to diversify their capital base.Since the 2008 financial crisis,corporate bonds have become both an important source of financing for non-financial co
176、rporations and an important asset class for investors.The low cost of debt resulting from sustained periods of expansive monetary policy has incentivised more,and riskier,issuers to borrow,using both corporate bonds and other instruments.In 2020,at the onset of the COVID-19 pandemic,non-financial co
177、mpanies rushed to tap corporate bond markets,issuing a record USD 3.3 trillion.In 2021,total issuance declined to USD 2.7 trillion,and in 2022,a tighter monetary policy environment increased the cost of debt,causing issuance to fall by more than a third to a total of USD 1.7 trillion.Annual corporat
178、e bond issuance almost doubled from an average of USD 1.2 trillion during the 2001-11 period to USD 2.3 trillion during the 2012-22 period(Figure 1.8).In many countries,the increasing use of corporate bonds has been supported by regulatory initiatives aimed at stimulating their use as a viable sourc
179、e of long-term funding for non-financial companies.Except in the case of Japan,the figure shows that amounts issued have consistently increased since 1990.Importantly,while corporate bond issuances in China were negligible in the 1990s,since 2012 they have grown significantly.A similar trend has bee
180、n 21 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 observed in Asia(excluding China and Japan)where non-financial corporate bond issuances were 40 times higher during the 2012-22 period compared to the 1990-2000 period.In Europe,issuances since 2012 have almost quadrupled from the amount issued
181、between 1990 and 2000.In the United States,corporate bond issuances by non-financial corporations almost tripled during the 2012-22 period compared to the 1990s.An important characteristic of global bond markets is the dominance of US corporate bond issuers.US companies are the largest users of corp
182、orate bonds,accounting for 40%of total issuances between 2012 and 2022.Over the same period,Chinese and European corporate bond issuances accounted for 21%and 19%of global issuances respectively.This surge in the use of corporate bond financing has further highlighted the role of corporate bonds in
183、corporate governance.For example,covenants,which are clauses in a bond contract that are designed to protect bondholders against actions that issuers can take at their expense,may have a strong influence on the governance of issuer companies.Covenants may range from specifying the conditions for div
184、idend payments to clauses that require issuers to meet certain disclosure requirements.One important feature of global corporate bond markets has been the decline in credit quality since 1990.Each year since 2010,with the exception of 2018 and 2022,more than 20%of the total amount of all bond issues
185、 was non-investment grade.In 2021,35%of all non-financial corporate bond issuances was non-investment grade.As a result of the tightening financing conditions in 2022,the share of non-investment grade bonds dropped to 14%of all bond issuances.Importantly,over the last four years,the share of BBB rat
186、ed bonds the lowest investment grade rating on average accounted for 54%of all investment grade issuance,higher than in previous years.Figure 1.8.New issuance of non-financial corporate bonds Note:See the Methodology for Corporate bond data in Annex 1.A for more detailed information.Source:OECD Capi
187、tal Market Series dataset,Refinitiv.The global outstanding amount of non-financial corporate bonds reached a record level in 2021,amounting to USD 16.6 trillion in real terms,more than twice the 2008 amount.A similar pattern was observed in all regions.The outstanding amount of non-financial corpora
188、te bonds dropped to USD 15.4 trillion in 2022 as a result of the contraction in new issuances that year.Almost 45%of the outstanding amount of non-financial corporate bonds corresponds to US bonds,followed by European and Chinese bonds representing 20%and 16%of the total outstanding amount respectiv
189、ely.The outstanding amount of bonds issued by non-financial companies in Asia(excluding China and Japan)represented 6%of the total outstanding amount.Other regions outstanding amounts represented less than 5%of the total in 2022(Figure 1.9).22 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Figure
190、 1.9.Outstanding amount of non-financial corporate bonds Note:See the Methodology for Corporate bond data in Annex 1.A for more detailed information.Source:OECD Capital Market Series dataset,Refinitiv.1.8.Corporate sustainability All Factbook jurisdictions have established relevant provisions,specif
191、ic requirements or recommendations with respect to sustainability-related disclosure that apply to at least large listed companies.The corporate sector plays a central role in advancing the transition to a sustainable,low-carbon economy.In fact,climate change is a financially material risk for liste
192、d companies representing two-thirds of global market capitalisation.Human capital,human rights and community relations,water and wastewater management and supply chain management,among other sustainability matters,are also critical risks for many listed companies(OECD,20224).This is why the revised
193、G20/OECD Principles of Corporate Governance issued in 2023 include a new chapter on corporate sustainability and resilience,and why the Factbook also includes a new section on corporate sustainability issues(OECD,20235).The new chapter in the Principles presents a range of recommendations on corpora
194、te disclosure,the dialogue between a company and its shareholders and stakeholders on sustainability-related matters,and the role of the board in addressing these matters.The Principles recognise sustainability-related disclosure as essential to ensure the efficiency of capital markets and to allow
195、shareholders to exercise their rights on an informed basis.All the jurisdictions surveyed have established relevant provisions,specific requirements or recommendations with respect to sustainability-related disclosure.A requirement in the law or regulations has been established in nearly two-thirds
196、of the jurisdictions,while a requirement in listing rules has been established in 8%of the jurisdictions(Figure 1.10).In 24%of the jurisdictions,sustainability-related disclosure is a recommendation provided by codes or principles,including frameworks set by the regulator or stock exchange following
197、 a“comply or explain”approach.In terms of the applicability of such relevant provisions,specific requirements or recommendations,sustainability information must or is recommended to be disclosed only by listed companies in 25 jurisdictions,while in the other 24 jurisdictions such disclosure framewor
198、k covers both listed and non-listed companies.In the European Union,the 2014 Non-Financial Reporting Directive(NFRD)has been the main source for member countries sustainability-related disclosure requirements.The NFRD requires listed companies,as well as non-listed companies that are public interest
199、 entities above certain thresholds,to disclose sustainability information.However,companies may choose the disclosure standard they prefer to use.The 2022 Corporate Sustainability Reporting Directive(CSRD)will generate some important changes in 23 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 EU
200、 member countries regulatory frameworks.One of the most relevant changes introduced by the CSRD is that companies subject to the new Directive will have to disclose sustainability-related information according to the EU Sustainability Reporting Standards(ESRS),which are being developed by the Europe
201、an Financial Reporting Advisory Group(EFRAG).As a result of existing sustainability-related disclosure provisions,along with the growing consideration investors are devoting to sustainability-related information,almost 8 000 companies listed in 73 markets globally disclosed sustainability informatio
202、n in 2021.These companies represent 84%of global market capitalisation,ranging from 66%in China where sustainability-related disclosure is only recommended to 95%in Europe(Figure 1.10,Panel B).Notwithstanding,these companies represent only 19%of all listed companies globally,ranging from 17%in China
203、 to 34%in Europe(Figure 1.10,Panel B).This difference between the market capitalisation and number of companies ratios may be partially explained by the fact that 30 of the jurisdictions allow smaller listed companies not to disclose sustainability-related information(Table 1.3).Moreover,in the 12 j
204、urisdictions that only recommend the disclosure of sustainability-related information,large listed companies may be more responsive to institutional investor demand for such information.Figure 1.10.Sustainability-related disclosure with 2021 information Note:Panel A is based on 49 jurisdictions.The“
205、as percentage of total by no.of companies and by market cap”in Panel B includes all listed companies in each region.For instance,out of 42 019 listed companies worldwide with a total market capitalisation of USD 122 trillion in December 2021,7 926 listed companies totalling USD 103 trillion of marke
206、t capitalisation disclosed sustainability-related information.See the Methodology for Corporate sustainability data in Annex 1.A for more detailed information.Source:Table 1.3;OECD Corporate Sustainability dataset,Refinitiv,Bloomberg.Investors confidence in sustainability-related information may be
207、strengthened when the information is reviewed by an independent third party.This is why the Principles recommend that the“phasing in of requirements should be considered for annual assurance attestations by an independent,competent and qualified attestation service provider.”In 2022,almost 2 700 com
208、panies that account for 60%of those that disclosed sustainability-related information by market capitalisation globally,hired an independent third party for the assurance of 2021 sustainability-related information(Figure 1.11,Panel A).Europe has the highest share of companies providing assurance of
209、sustainability-related information,where 81%of the companies that disclosed sustainability-related information by market capitalisation,hired an independent third party.24 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 The consistency,comparability,and reliability of sustainability-related inform
210、ation can also be reinforced if it follows“high quality,understandable,enforceable and internationally recognised standards”,as recommended by the Principles.Of the 49 jurisdictions surveyed,six(Australia,Canada,Colombia,Japan,Singapore,and the United Kingdom)require or recommend the use of an inter
211、national disclosure standard,while another 11 require or recommend a local one(Table 1.3).The remaining 32 jurisdictions allow companies to disclose their sustainability-related information according to the reporting framework of their choice.Currently,listed companies often disclose a full(or parti
212、al)alignment with one or more international reporting standards.Global Reporting Initiative(GRI)standards,Task Force on Climate-Related Financial Disclosure(TCFD)recommendations or SASB standards were used in their 2021 sustainability-related disclosure by companies representing an average of 42%of
213、global market capitalisation(Figure 1.11,Panel B).The CDP questionnaires,formerly known as Climate Disclosure Project,were used by listed companies representing 55%of market capitalisation globally.Regional variations in the use of standards are noteworthy.For instance,TCFD recommendations were prom
214、inent in most regions except in China and Others,and SASB standards were used less in China,Japan,and Others.Figure 1.11.Assurance of the sustainability information and use of sustainability standards Note:In Panel A,the“as percentage of companies disclosing sustainability information by no.of compa
215、nies and by market cap.”includes all companies that disclosed sustainability information in each region.In Panel B,the“as percentage of total by market cap.”includes all listed companies in each region.The sustainability disclosure can be either partially or fully compliant with a reporting standard
216、(“Yes”refers both to full and partial compliance).The category“Others”for sustainability standards contains all companies that disclosed sustainability information(see Figure 1.10,Panel A)but that did not report compliance with any specific reporting standard among the four highlighted in the figure
217、.While the CDP questionnaires would not typically be considered a sustainability-related disclosure standard,they are included in the analysis in Panel B because the questionnaires are an important framework for a majority of listed companies by market capitalisation globally.Source:OECD Corporate S
218、ustainability dataset,Refinitiv,Bloomberg.In addition to recommending the disclosure of all sustainability-related material information,the Principles add the specific recommendation that,“if a company publicly sets a sustainability-related goal or target,the disclosure framework should provide that
219、 reliable metrics are regularly disclosed in an easily accessible form.”This is important to allow investors to assess the credibility of,and progress towards meeting an announced goal or target.Fifty-three percent of the jurisdictions surveyed already require or recommend the disclosure of metrics
220、for sustainability-related goals.In 16 jurisdictions,a requirement has been established in the law or regulation,while in two of them the requirement has been established in the listing rules.In eight jurisdictions,the disclosure of such metrics is recommended in codes or principles(Figure 1.12,Pane
221、l A).25 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 One of the most relevant sustainability-related metrics for many companies is greenhouse gases(GHG)emissions.More than 5 000 listed companies representing 72%of global market capitalisation publicly disclosed their 2021 GHG emissions resultin
222、g directly from their activities and indirect emissions related to their energy consumption(known as scope 1 and scope 2 GHG emissions respectively),and 3 300 companies(56%of market capitalisation)disclosed the emissions generated in their supply chains,(known as scope 3 GHG emissions)(OECD Corporat
223、e Sustainability dataset,Refinitiv,Bloomberg).Companies are complementing these performance measurements with the disclosure of GHG emissions reduction targets.With the exception of companies listed in China,companies representing at least 40%of market capitalisation in the other selected regions di
224、sclose GHG emissions reduction targets,with higher shares in Europe,the United States and Japan(Figure 1.12,Panel B).Figure 1.12.Metrics for sustainability-related goals and GHG emissions reduction targets Note:Panel A is based on 49 jurisdictions.The“as percentage of total by no.of companies and by
225、 market cap.”in Panel B includes all listed companies in each region.Information in Panel B includes companies that set targets or objectives to be achieved on emissions reduction in scope are the short-term or long-term reduction targets to be achieved on emissions to land,air or water from busines
226、ses operations.Source:Table 1.3;OECD Corporate Sustainability dataset,Refinitiv,Bloomberg.The Principles recommend that“the corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions”.In half of the
227、 jurisdictions surveyed,boards are explicitly required or recommended to approve policies on sustainability-related matters such as sustainability plans and targets,as well as internal control policies and management of sustainability risks.This is a legal or regulatory requirement in eight countrie
228、s(Belgium,France,Greece,Hungary,Indonesia,Poland,Portugal,and Switzerland);a listing rules requirement in three jurisdictions(Hong Kong(China);Singapore;and South Africa);and a recommendation in 14 jurisdictions(Table 1.4).In the other half of the jurisdictions,there are no explicit requirements on
229、board responsibilities for sustainability-related policies but,depending on the materiality of the sustainability matter for the company,broad directors duties may apply.This is the case in Australia and Norway,for example.Boards may establish a new committee or expand the role of an existing one to
230、 support the boards role in monitoring and guiding sustainability-related governance practices,disclosure,strategy,risk management and internal control systems.Globally,companies representing half of total market capitalisation have a board committee responsible for sustainability,regardless of the
231、specific name attributed to such committee(Figure 1.13,Panel A).The share of companies that have such a committee is above the global 26 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 average in the United States(65%of market capitalisation),Others(55%)and Asia excl.China and Japan(54%),while it
232、is less common in Japan(21%)and China(13%).Boards may also use sustainability-related metrics when determining executive remuneration or nomination policies.In Europe and Other advanced,over 70%of companies by market capitalisation link their executive compensation to sustainability matters,and in t
233、he United States and Others,between 50%and 60%do so.In the other regions,these shares range from 5%in China to 27%in Latin America(Figure 1.13,Panel B).Figure 1.13.Board committees and executive compensation Note:The“as percentage of total by no.of companies and by market cap.”includes all listed co
234、mpanies in each region.In Panel A,a company is considered to have such a committee if its responsibilities explicitly include oversight of CSR,sustainability,health and safety,and energy efficiency activities,regardless of the name of the committee.For example,a company with a“risk management commit
235、tee”would be included in the category“Yes”if mentioned committee is responsible for managing sustainability risks.In Panel B,the compensation policy includes remuneration for the CEO,executive directors,non-board executives,and other management bodies based on“ESG or sustainability factors”.Source:O
236、ECD Corporate Sustainability dataset,Refinitiv,Bloomberg.The Principles recommend that corporate governance frameworks require ESG rating and data providers,as well as index providers,where regulated,to disclose and minimise conflicts of interest that might compromise the integrity of their analysis
237、 and advice.The Principles also state that the methodologies used by ESG rating and index providers should be transparent and publicly available.In Europe,the administration of indices used as benchmarks is subject to EU Regulation 2016/1011(EU Benchmarks Regulation),which includes rules on governan
238、ce,conflicts of interest,and benchmark transparency to users.Index providers must be authorised or registered by their competent national authority to ensure that the indexes they provide can be used in the European Union,but requirements vary depending on the importance of the benchmark concerned.T
239、he EU Benchmarks Regulation applies to different types of indices(i.e.not only to ESG index providers),but an amendment implemented by EU Regulation 2019/2089 introduced new rules applicable specifically to“EU Climate Transition Benchmarks”and“EU Paris-aligned Benchmarks index providers”.Outside the
240、 European Union,index providers including ESG index providers are only regulated in China and in the United Kingdom among the Factbook jurisdictions(Table 1.4).Policies for the management of conflicts of interest and their disclosure for ESG rating providers are not widespread across the legal frame
241、works of the Factbook jurisdictions and are still a developing practice.27 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Table 1.1.Regulated markets and their ownership characteristics,2022 Jurisdiction Regulated market size Ownership coverage Ownership by investor category(%)*Ownership concentr
242、ation Total market capitalisation USD-Million No.of listed companies Total market capitalisation(%)No.of listed companies IIs PS SI PC OFF(%of companies where 3 largest shareholders own 50%)Argentina 46 079 82 94 43 6 22 18 23 30 79 Australia 1 671 163 1976 98 1223 29 2 5 4 59 17 Austria 117 118 53
243、100 50 24 23 6 19 28 68 Belgium 318 084 103 99 88 38 3 7 24 29 52 Brazil 786 762 355 100 326 29 14 8 24 25 61 Canada 2 199 632 1419 99 982 47 4 4 7 39 20 Chile 164 093 177 99 125 12 1 14 54 18 81 China 12 157 764 4911 97 4421 11 30 17 10 32 43 Colombia 68 636 59 99 39 13 36 9 32 10 72 Costa Rica 1 9
244、84 6-Czech Republic 28 344 11 100 10 9 46 4 16 25 100 Denmark 608 540 121 100 111 34 6 2 22 36 38 Estonia 4 731 20 99 14 7 30 13 19 31 71 Finland 298 742 129 100 119 35 15 7 5 38 13 France 2 833 497 355 100 325 28 7 17 15 33 57 Germany 1 993 321 804 100 514 27 9 9 19 36 59 Greece 57 096 137 96 65 17
245、 11 14 24 35 72 Hong Kong(China)3 364 087 2411 98 1632 18 12 18 20 32 69 Hungary 20 908 40 99 24 32 3 4 21 40 63 Iceland 14 306 22 100 22 45 7 6 16 25 27 India 3 407 859 4960 99 1539 21 15 12 32 20 60 Indonesia 607 597 823 97 551 8 16 13 39 23 87 Ireland 81 332 24 100 23 49 11 3 4 33 17 Israel 230 1
246、55 493 100 464 33 1 20 20 26 69 Italy 653 102 214 100 207 31 11 11 11 36 67 Japan 5 366 978 3904 100 3877 30 3 5 22 40 28 Korea 1 639 621 2331 99 2102 15 9 10 29 37 34 Latvia 490 11 77 4 18 32 6 36 8 75 Lithuania 5 069 25 97 17 3 38 12 29 18 82 Luxembourg 16 381 9 100 8 22 4 6 41 28 75 Malaysia 378
247、383 967 98 597 9 34 9 26 23 52 Mexico 465 048 143 98 115 18 1 29 22 30 66 Netherlands 899 804 98 100 87 38 3 7 22 31 38 New Zealand 96 421 121 96 87 18 17 5 8 52 32 Norway 390 707 208 100 205 28 34 7 12 19 38 28 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Jurisdiction Regulated market size Own
248、ership coverage Ownership by investor category(%)*Ownership concentration Total market capitalisation USD-Million No.of listed companies Total market capitalisation(%)No.of listed companies IIs PS SI PC OFF(%of companies where 3 largest shareholders own 50%)Peru 70 911 112 97 55 4 9 5 72 10 80 Polan
249、d 145 676 390 99 255 28 16 13 20 23 73 Portugal 83 347 37 100 30 22 11 14 32 21 73 Saudi Arabia 2 626 679 250 93 168 1 84 2 3 10 50 Singapore 434 049 570 99 290 15 15 11 20 39 71 Slovak Republic 3 203 36 68 4 0 0 4 83 13 100 Slovenia 8 708 34 95 19 8 33 1 13 45 68 South Africa 392 542 216 100 176 24
250、 14 3 23 36 40 Spain 606 921 125 100 108 25 7 15 14 40 45 Sweden 809 922 351 100 346 37 5 13 12 32 26 Switzerland 1 834 619 240 100 224 31 6 7 7 49 40 Trkiye 321 079 438 97 291 8 13 13 40 26 82 United Kingdom 2 920 760 1334 100 1247 60 6 3 6 25 19 United States 41 961 931 4812 100 4648 70 3 4 3 20 1
251、5 Key:Ownership by investor category:IIs:Institutional investors;PS:Public Sector;SI:Strategic Individual;PC:Private Corporation;OFF:Other free float.Note:The number of listed companies on regulated markets is based on comparable figures excluding investment funds and real estate investment trusts(R
252、EITs)prepared as part of the OECDs work on“Owners of the Worlds Listed Companies”and updated with 2022 data.Companies that list more than one class of shares are considered as one company and only its primary listing is considered.Only companies listed on the regulated or main segments of the stock
253、exchange are included here.See Methodology included in Annex 1.A for more information,as well as Box 1.1 for additional data related to alternative market segments.Source:OECD Capital Market Series dataset,FactSet,Refinitiv,Bloomberg;see De La Cruz,Medina and Tang(20193)“Owners of the Worlds Listed
254、Companies”.Table 1.2.The largest stock exchanges Jurisdiction Largest stock exchange Group Legal status Self-listing Argentina MerVal Bolsa y Mercados Argentinos(ByMA)-Joint stock company Yes Australia ASX Australian Securities Exchange Domestic(ASX Ltd)Joint stock company Yes Austria Wiener Brse CE
255、ESEG Private corporation or association No Belgium Euronext Brussels Euronext Joint stock company(Holding)Brazil B3 B3-Brasil Bolsa Balco S.A.-Joint stock company Yes Canada TMX Toronto Stock Exchange TMX Joint stock company Yes Chile Santiago Stock Exchange-Joint stock company Yes China SSE Shangha
256、i Stock Exchange-State-controlled1 No SZSE Shenzhen Stock Exchange -State-controlled No BSE Beijing Stock Exchange-State-controlled No 29 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Jurisdiction Largest stock exchange Group Legal status Self-listing Colombia BVC Bolsa de Valores de Colombia BV
257、C Joint stock company Yes Costa Rica BNV Bolsa Nacional de Valores-Private corporation or association No Czech Republic PSE Prague Stock Exchange Wiener Brse Joint stock company No Denmark NASDAQ Copenhagen A/S NASDAQ Nordic LTD2 Private corporation or association(NASDAQ)Estonia TSE Nasdaq Tallinn A
258、S NASDAQ Nordic LTD2 Joint stock company(NASDAQ)Finland OMXH NASDAQ Helsinki NASDAQ Nordic LTD2 Private corporation or association(NASDAQ)France-Euronext Paris Euronext Joint stock company(Holding)Germany Deutsche Brse-Joint stock company Yes Greece ATHEX Athens Exchange-Joint stock company (HELEX)H
259、ong Kong(China)SEHK The Stock Exchange of HongKong Limited-Private corporation or association Yes Hungary BSE Budapest Stock Exchange-Joint stock company No Iceland NASDAQ OMX Iceland NASDAQ Nordic LTD2 Private corporation or association(NASDAQ)India3 NSE National Stock Exchange-Joint stock company
260、No BSE Bombay Stock Exchange-Joint stock company No Indonesia IDX Indonesia Stock Exchange-Private corporation or association No Ireland ISE Euronext Dublin Euronext Joint stock company(Holding)Israel TASE Tel Aviv Stock Exchange-Joint stock company Yes Italy Borsa Italiana Euronext Joint stock comp
261、any(Holding)Japan TSE Tokyo Stock Exchange JPX Joint stock company(JPX)Korea KRX Korea Exchange-Joint stock company No Latvia XRIS Nasdaq Riga NASDAQ Nordic LTD2 Joint stock company(NASDAQ)Lithuania Nasdaq Vilnius NASDAQ Nordic LTD2 Private corporation or association(NASDAQ)Luxembourg LSE Luxembourg
262、 Stock Exchange-Private corporation or association No Malaysia KLSE Bursa Malaysia-Private corporation Yes Mexico4 BMV Bolsa Mexicana de Valores Domestic Joint stock company Yes Netherlands AMS Euronext Amsterdam Euronext Joint stock company(Holding)New Zealand NZX NewZealand Exchange-Joint stock co
263、mpany Yes Norway OSE Oslo Stock Exchange Euronext Joint stock company No Peru BVL Bolsa de Valores de Lima(BVL)Domestic(Grupo BVL)Joint stock company Yes Poland GPW Warsaw Stock Exchange GPW Group State-controlled joint stock company Yes Portugal ELI Euronext Lisbon Euronext Joint stock company(Hold
264、ing)Saudi Arabia TASI Saudi Exchange Tadawul Tadawul Group State-controlled joint stock company No Singapore SGX Singapore Exchange-Joint stock company Yes Slovak Republic BSSE Bratislava Stock Exchange-Joint stock company No Slovenia LJSE Ljubljana Stock Exchange-Joint stock company No South Africa
265、 JSE Johannesburg Stock Exchange Limited JSE Limited Joint stock company Yes Spain BME Bolsas y Mercados Espanoles BME(Six Group Ltd)Joint stock company Yes 30 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Jurisdiction Largest stock exchange Group Legal status Self-listing Sweden Nasdaq Stockhol
266、m NASDAQ Nordic LTD2 Private corporation or association(NASDAQ)Switzerland SIX SIX Swiss Exchange AG SIX Group Ltd Joint stock company No Trkiye BIST Borsa Istanbul-State-controlled joint stock company 5 No United Kingdom LSE London Stock Exchange LSEG Joint stock company Yes United States NYSE New
267、York Stock Exchange Intercontinental Exchange,Inc.Joint stock company Yes Nasdaq The Nasdaq Stock Market LLC NASDAQ Joint stock company Yes Key:SOE=state-owned enterprise,“-”=information not applicable or not available.()=holding company listing.1.In China,the law(Law of the Peoples Republic of Chin
268、a on Securities,Art.96)provides that a stock exchange is a legal person performing self-regulatory governance which provides the premises and facilities for centralised trading of securities,organises and supervises such securities trading and that the establishment and dissolution of a stock exchan
269、ge shall be subject to decision by the State Council.2.In seven jurisdictions(Denmark,Estonia,Finland,Iceland,Latvia,Lithuania and Sweden),the largest stock exchange is owned by NASDAQ Nordic Ltd(which is 100%owned by the NASDAQ Inc.).3.In India,there are three nation-wide stock exchanges:NSE,BSE an
270、d Metropolitan Stock Exchange of India.Both NSE and BSE have been included in this table since NSE is largest in terms of volume of trading and BSE is largest in terms of number of entities listed on the stock exchange.4.In Mexico,a second exchange,Bolsa Institucional de Valores(BIVA)started trading
271、 in July 2018.5.In Trkiye,in line with the Council of Ministers Resolution No.2017/9756 published in the Official Gazette dated 5 February 2017,the shares owned by the Treasury in Borsa Istanbul were transferred to the Turkish Wealth Fund Management,which is ultimately owned by the state.Table 1.3.S
272、ustainability-related disclosure Jurisdiction Key source(s)Sustainability disclosure Coverage of companies Disclosure standard2 Disclosure of metrics for sustainability-related goals Listed companies only/Listed and non-listed companies Flexibility for listed smaller companies1 Argentina Corporate G
273、overnance Code and CNVs Rules3 C Listed companies only Yes-Australia ASIC Regulatory Guide 247:Effective Disclosure in an operating and financial review and ASX Corporate Governance Principles and Recommendations:4th Edition C Listed companies only No TCFD C Austria Commercial Code(UGB)243b L Listed
274、 and non-listed companies Yes-C Belgium Code of companies and associations L Listed and non-listed companies Yes-L Brazil CVM Rule No.80 C4 Listed companies only No-Canada5 Unofficial Consolidated Instruments 51-102 and 58-101 Canadian Securities Administrators Staff Notice 51-133,51-358,CSA Staff N
275、otice 51-354 L Listed companies Yes TCFD,SASB,CDP,GRI -Chile General Rule No.306 L Listed companies and other entities supervised by CMF No Local(based on GRI,TCFD,Integrated Reporting plus SASB metrics)L China CSRC Contents and Formats of Annual Reports C Listed and non-listed companies7 Yes Local-
276、31 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Jurisdiction Key source(s)Sustainability disclosure Coverage of companies Disclosure standard2 Disclosure of metrics for sustainability-related goals Listed companies only/Listed and non-listed companies Flexibility for listed smaller companies1 C
277、olombia External Circular No.31 L Listed companies only Yes TCFD+SASB L Costa Rica Guidelines to disclose ESG information for issuing companies C Listed companies only No-C Czech Republic Accounting Act L Listed and non-listed companies Yes-Denmark Section 99 a of the Annual Accounts Act L Listed an
278、d non-listed companies No-L8 Estonia Accounting Act 24(6)L Listed companies,credit institutions and insurers that have over 500 employees Yes-Finland Accounting Act(1336/1997),Chapter 3a on Statement of non-financial information L Listed and non-listed companies Yes-L France Article L225-102-1 of th
279、e Commercial Code L Listed and non-listed companies Yes Local L Germany German Commercial Code(Section 289b to 289e)German Corporate Governance Code L C Listed companies only Yes-L Greece Law 3556/2007,Law 4548/2018,ATHEX ESG Reporting Guide and Corporate Governance Code L L C C Listed companies onl
280、y Yes-L Hong Kong(China)9 Main Board:Environmental,Social and Governance Reporting Guide GEM Board:Environmental,Social and Governance Reporting Guide R Listed companies only No Local C Hungary Act C of 2000 on Accounting and Act LXXV of 2007 on the Chamber of Hungarian Auditors,the Activities of Au
281、ditors,and on the Public Oversight of Auditors L Listed and non-listed companies Yes-L Iceland Act on annual accounts,Art.66d L Listed and non-listed companies No-India Circular on Business Responsibility and Sustainability Reporting(BRSR)by listed entities L Listed companies only10 Yes-Indonesia OJ
282、K Regulation Number 51/POJK.03/2017 and OJK Regulation Number 29/POJK.04/2016 L Listed and non-listed companies No-Ireland Irish Stock Exchange Listing Rules applying UK Corporate Governance Code C Listed companies only Yes-Israel Disclosure of Corporate Social Responsibility(CSR)and Environmental S
283、ocial and Governance(ESG)Risks-A Proposed Outline C Listed companies only No-11-Italy Decree on non-financial reporting 254/2016 L Listed and non-listed companies Yes-L 32 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Jurisdiction Key source(s)Sustainability disclosure Coverage of companies Disc
284、losure standard2 Disclosure of metrics for sustainability-related goals Listed companies only/Listed and non-listed companies Flexibility for listed smaller companies1 Japan Japans Corporate Governance Code12 C Listed companies only No TCFD or equivalent-Korea Code of Best Practices for ESG Disclosu
285、re Rules on KOSPI Market13 C Listed companies only Yes Local-Latvia Financial instruments market law and Law on Governance of Capital Shares of a Public Person and Capital Companies L Listed companies and non-listed SOEs Yes-Lithuania The Law on Reporting by Undertakings L Listed and non-listed comp
286、anies Yes-Luxembourg The X Principles of Corporate Governance(X Principles)of the Luxembourg Stock.Exchange C Listed companies only No-Malaysia Practice Note 9 of the Main Market Listing Requirements and Guidance Note 11 of the ACE Market Listing Requirements14 R Listed companies only No Local+TCFD
287、R Mexico Circular of Issuers15 Annex H and N L Listed companies only No-L Netherlands Decree on the disclosure of non-financial information and Dutch Corporate Governance Code 2022 L C Listed companies only Yes-New Zealand Financial Markets Conduct Act,Part 7A,Climate standards and NZX Corporate Gov
288、ernance code L R Listed and non-listed companies16 Yes Local(based on TCFD)L Norway Accounting Act17 L Listed companies,non-listed banks and non-listed companies defined as public companies according to national law No-Peru Resolution 18/2020-SMV/02 on Corporate Sustainability Report L Listed compan
289、ies only Yes Local L Poland EU sustainability-related reporting directives L Listed and non-listed companies Yes Local(based on GRI,TCFD)L Portugal Portuguese Company Code L Listed and non-listed companies Yes-L Saudi Arabia ESG Disclosure Guidelines C Listed companies only Yes-Singapore SGX Listing
290、 Rules R Listed companies only No TCFD R Slovak Republic Corporate Governance Code C Listed companies only-Local C Slovenia Companies Act Corporate Governance Code L C Listed and non-listed companies Yes-South Africa JSE Listing Requirements and King Code of Corporate Governance R C Listed companies
291、 only No-C Spain Code of Commerce(Article 49.5 and 49.6)L Listed and non-listed companies Yes-33 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 Jurisdiction Key source(s)Sustainability disclosure Coverage of companies Disclosure standard2 Disclosure of metrics for sustainability-related goals Lis
292、ted companies only/Listed and non-listed companies Flexibility for listed smaller companies1 Sweden Public:The Annual Accounts Act Private:The Swedish Corporate Governance Code L C Listed and non-listed companies Yes-Switzerland Code of obligations,Art.964a to 964c L Listed and non-listed companies
293、Yes-L Trkiye Communique on Corporate Governance Principles L Listed companies18 No Local C United Kingdom FCAs Climate related Disclosure Regime:Listing rules LR 9.8.6R and LR 14.3.27 R UK Companies Act requirements for companies and for LLPs R L Listed and non-listed companies19 No TCFD C United St
294、ates Regulation S-K(17 CFR Part 229)20-SEC-registered public companies Yes-Key:L=requirement by the law or regulations;R=requirement by the listing rule;C and()=recommendation by the codes or principles,including frameworks set by the regulator or stock exchange following a“comply or explain”approac
295、h;“-”=absence of a specific requirement or recommendation.Note:The European Unions 2022 Corporate Sustainability Reporting Directive(CSRD)will generate some important changes in EU member countries regulatory frameworks,and member countries need to adapt their sustainability-related disclosure frame
296、works in compliance with the Directive by 6 July 2024.Some major member countries,including France and Germany,have not yet adapted their frameworks in line with the new Directive.One of the most relevant innovations brought by the CSRD is that companies subject to the new Directive will have to dis
297、close sustainability-related information according to the EU Sustainability Reporting Standards(ESRS),which are being developed by the European Financial Reporting Advisory Group(EFRAG).The first set of ESRS were scheduled to be adopted by the European Commission by 30 June 2023.The application of t
298、he new Directive will take place in four stages:(i)reporting in 2025 for companies already subject to the NFRD;(ii)reporting in 2026 for large companies that are not currently subject to the NFRD;(iii)reporting in 2027 for listed small and medium enterprises;(iv)reporting in 2029 for third-country u
299、ndertakings with net turnover above EUR 150 million in the European Union if they have at least one subsidiary or branch in the EU exceeding certain thresholds.1.“Flexibility for listed smaller companies”refers to the existence of different requirements for listed companies according to their size,w
300、hich may be assessed in different forms such as total assets or number of employees.Jurisdictions that have a phase-in period for sustainability-related disclosure requirements based on the companies size are not considered to have“flexibility”in this table if,at the end of the phase-in period,all r
301、equirements apply equally to all listed companies.While the adoption of a“comply or explain”system does allow flexibility for smaller companies not to comply with a recommendation,the adoption of such a system is not considered to allow“flexibility”in this table if all listed companies without excep
302、tions to smaller companies need to report on their compliance.Finally,while it is acknowledged that some regulatory frameworks adopt flexible requirements for smaller non-listed companies,only flexibility for listed companies is considered in the column“Flexibility for listed smaller companies”.2.In
303、“Disclosure standard”,jurisdictions that require or recommend companies to follow any disclosure standard,therefore providing flexibility for companies to choose the specific standard to be used,are indicated as“-”in the column.3.In Argentina,the national corporate governance code briefly mentions t
304、he need for the company to disclose sustainability information on its website,as well as to provide relevant corporate social responsibility information to its shareholders.Further,companies must include in their annual reports information about their environmental or sustainability policies.Finally
305、,public offering rules establish that prospectuses must include a description of the companys environmental or sustainability policies and,if the company does not have such policies,it must provide an explanation why.4.In Brazil,there is a recommendation for companies to disclose climate-related ris
306、ks according to TCFDs recommendations,and companies need to explain in case they prefer to use another standard.In addition,disclosure on some particular sustainability issues,such as the workforce composition according to gender and race,is binding.5.In Canada,Budget 2022 announced that the federal
307、 government is committed to moving towards mandatory reporting of climate-related financial risks across a broad spectrum of the Canadian economy,based on the TCFDs recommendations.In addition,Canadas Securities Administrators(CSA)has issued three publications on climate-related disclosures CSA Staf
308、f Notice 51-333 in 2010,CSA Staff Notice 51-354 in 2018,and CSA Staff Notice 51-358 in 2019.Said staff notices provide guidance to issuers on existing continuous disclosure requirements related to environmental climate-related risks.Proposed National Instrument 51-107,when in force,will require issu
309、ers to disclose certain climate-related information in compliance with the recommendations of the TCFD.Finally,Part XIV.1 of the Canada Business Corporations Act includes disclosure requirements related to diversity.34 OECD CORPORATE GOVERNANCE FACTBOOK 2023 OECD 2023 6.In Chile,the Financial Market
310、 Commission(CMF)General Rule No.30 was modified in 2021 to require corporate governance and sustainability disclosure in the annual report of the issuers of publicly offered securities and other entities supervised by the CMF such as banks,insurance companies,financial markets infrastructures and fu
311、nd managers administrators,among others.Article 10 of the Securities Market Law was modified in 2022 to establish that entities registered in the Securities Registry carried by the CMF should provide information to the general public regarding their environmental and climate change impact,including
312、the identification,evaluation and management of the related risks,as well as corresponding metrics.This provision is in addition to the establishment in Article 9 of an obligation of the issuers of publicly offered securities to disclose truthfully,sufficiently,and promptly all material information
313、about their businesses.7.In China,companies listed in the STAR Market on the Shanghai Stock Exchange and sample companies in the Shenzhen 100 Index,as well as some other companies,are required to disclose sustainability-related information.In addition,all listed companies and Chinese state-owned ent
314、erprises are encouraged to disclose sustainability-related information.See also:Self-regulatory Guidelines for Listed Companies on the SSE(No.1-Regulation of Operations)and Beijing Stock Exchange listing rules.8.In Denmark large companies are not required to have specific metrics with regard to sust
315、ainability goals,but the metrics used within the company have to be disclosed.9.In Hong Kong(China),the Stock Exchange of Hong Kong Limited published a consultation paper seeking market feedback on proposals to enhance climate-related disclosures under the environmental,social and governance(ESG)fra
316、mework in April 2023.It proposed that all issuers be mandated to make climate-related disclosures in their ESG reports based on the provisions of the International Sustainability Standards Board Climate Standard in respect of financial years commencing on or after 1 January 2024.The consultation per
317、iod ended in mid-July 2023 and the Stock Exchange of Hong Kong Limited plans to publish its conclusions and final rules before the end of 2023.10.In India,the sustainability-related disclosure requirement applies to the top 1 000 listed entities by market capitalisation.11.In Israel,listed companies
318、 are recommended to publish an annual Corporate Social Responsibility report to public investors and other stakeholders.The ISA recommends reporting corporations that elect to publish an annual CSR report to draft the report on the basis of generally accepted international standards such as GRI or S
319、ASB.Nonetheless,reporting corporations that elect to publish an annual CSR report may draft the report on the basis of other acceptable standards.12.In Japan,all listed companies are recommended to develop a basic policy and disclose initiatives on the companys sustainability.However,companies liste
320、d in the Prime Market should also enhance the quality and quantity of climate-related disclosure based on TCFD recommendations or equivalent international frameworks.The relevant ordinances were revised in January 2023 to make specific disclosure of sustainability information in the Annual Securitie
321、s Report mandatory,including the companys responses to climate change and human capital,effective from the financial year ending in March 2023.13.In Korea,KOSPI listed companies with total assets of more than KRW 1 trillion are required to disclose a corporate governance report no later than the las
322、t day of May.Coverage of companies will be gradually expanded as follows:KOSPI listed companies with total assets of 500 billion won(from 2024)and all KOSPI listed companies(from 2026).In the corporate governance report,companies should disclose whether they comply with key principles of the Korea I
323、nstitute of Corporate Governance and Sustainabilitys Code of Best Practices for Corporate Governance,which includes several sustainability-related recommendations,and explain why if they do not comply.The KOSPI index includes the companies with the largest capitalisation in Korea.14.In Malaysia,the
324、enhanced sustainability reporting framework as set out under the Listing Requirements was announced in September 2022.The requirements under the enhanced framework will be implemented on a phased approach beginning with annual reports issued for financial year ending 2023 onwards.The climate-related
325、 disclosure requirements for listed issuers on the ACE Market(a sponsor-driven market for companies with growth prospects)differs from that of the Main Market(prime market for established companies with market capitalisation of at least RM 500 million upon listing).Companies in the Main Market are r
326、equired to disclose TCFD-aligned information,while companies in the ACE Market are required to disclose a listed issuers plan to transition towards a low-carbon economy.15.In Mexico,the regulatory framework broadly establishes that public offer prospectuses and annual reports must include relevant s
327、ustainability information focusing on environmental matters.Specifically,with respect to environment related-information,the regulation requires disclosure of climate risks that may affect the company,the material impact of laws related to this matter on its business,and whether the company has poli
328、cies,certificates or projects related to environmental matters.The disclosure of social matters is required in the annual reports including the number of unionised employees,the relationship with unions and the number of temporary workers.16.In New Zealand,large financial markets participants are re
329、quired to undertake climate reporting.This is set out in Part 7A of the Financial Markets Conduct Act 2013.Likewise,large listed issuers must produce climate reports(see Section 461P of the Financial Markets Conduct Act 2013).17.In Norway,in addition to the Accounting Act,an Act relating to enterpri
330、ses transparency and work on fundamental human rights and decent working conditions has been enacted.The Act applies to larger enterprises that are resident in Norway and that offer goods and services in or outside Norway.The Act also applies to larger foreign enterprises that offer goods and servic
331、es in Norway,and that are liable to pay taxes in the country.For the purposes of this Act,larger enterprises mean enterprises that exceed two out of three thresholds,including one for sales revenues(NOK 35 million)and another one for the average number of employees(50 full-time equivalent).Parent co
332、mpanies shall be considered larger enterprises if the conditions are met for the parent company and subsidiaries as a whole.As such,the Act is not limited to listed companies only.18.In Trkiye,the coverage of companies applies to those whose shares are traded on the Sub Market,Main Market and Star M
333、arket.19.In the United Kingdom,coverage applies to Premium and Standard Market listed issuers as well as certain UK registered companies and Limited Liability Partnerships(LLPs).20.In the United States,Regulation S-K sets forth requirements for disclosure under both the Securities Act and the Exchange Act and is applicable to both public offerings and ongoing reporting requirements.35 OECD CORPORA