OECD Corporate Governance Factbook 2023

The OECD Corporate Governance Factbook provides information on trends and evolutions in the institutional, legal and regulatory frameworks for corporate governance of listed companies across 49 jurisdictions worldwide.

Issued every two years, the Factbook complements the G20/OECD Principles of Corporate Governance as a tool for policy makers to assess and improve their own corporate governance frameworks.

The 2023 edition of the Factbook includes a focus on new dimensions of the revised Principles: corporate sustainability, the use of digital tools for shareholder meetings, and regulatory frameworks for company groups. They also reflect changing corporate governance practices and evolving stakeholder expectations on other high-profile issues including diversity on company boards, and an overview of listed companies and ownership concentration.

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 listed companies representing two thirds of global market capitalisation.

Disclosure of sustainability-related information is increasing, but the number of listed companies disclosing this information globally remains low. Almost 8 000 companies listed in 73 markets globally disclosed information on their sustainability performance in 2021. These companies represent only 19% of all listed companies globally, ranging from 17% in China to 34% in Europe.

Boards also play a stronger role on sustainability matters in many markets, but not everywhere. In half of the 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.

Increasing the use of digital technologies can encourage effective participation by shareholders and ensure their rights are protected. New provisions have been adopted for virtual and hybrid shareholder meetings post COVID-19. According to newly collected data, as of the end of 2022, virtual meetings (where all shareholders attend the meeting virtually) are allowed and regulated in approximately 75% of the jurisdictions surveyed. Hybrid meetings (where some shareholders attend the meeting physically and others virtually) are allowed in an even higher number of surveyed jurisdictions, with more than 80% having a provision in their laws or listing rules addressing hybrid meetings.

The percentage of women on corporate boards is growing but is still below 30% on average.

Since 2019, more jurisdictions have adopted measures to encourage women’s participation on corporate boards and in senior management, most often via disclosure requirements and regulatory measures such as mandated quotas and/or voluntary targets.

The progress also achieved in jurisdictions with no quota or target shows the importance of alternative and complementary measures such as shareholder initiatives in support of greater diversity, and of creating a more enabling environment for the advancement of women on boards.

Encouraging companies to get listed is key to access investments and support economic growth. At the end of 2022, there were almost 44 000 listed companies in the world. The United States remains the largest market by market capitalisation, while Asia has the highest number of listed companies.

Ownership concentration is high in many economies. The degree of ownership concentration in an individual company is an important factor shaping corporate governance frameworks, not only impacting the relationship between owners and managers, but also the relationship between controlling and non-controlling owners.