This chapter examines public equity markets and corporate governance frameworks in Africa. It begins with an overview of African equity markets in terms of size, liquidity, activity, trading costs and ownership structure, followed by a review of corporate governance frameworks. The chapter then discusses key challenges to market development and identifies five priority policy areas essential for advancing and strengthening Africa’s equity markets.
Africa Capital Markets Report 2025
Abstract
African equity markets are characterised by their limited size, depth and liquidity. Companies raise less equity capital on public markets compared to companies in other emerging markets and most activity is concentrated in just a few countries, including South Africa, Egypt, Nigeria and Morocco. Encouraging listings will require lowering regulatory and cost barriers, enhancing transparency and boosting investor confidence. Broader issuer participation and greater regional integration, including cross-border listings, can expand market access and make public equity a more viable financing option. Listing SOEs on domestic stock exchanges can serve as a powerful tool to deepen public equity markets, boost liquidity, and attract both institutional and retail investors.
Most trading activity in Africa is concentrated in a few large companies with low retail investor participation and high trading costs. High trading costs on most African exchanges limit liquidity, distort prices, and discourage both companies and investors. Encouraging listed companies to increase their free float ratios and reducing trading costs, through greater competition among brokers and simplified fee structures, are essential. Digitalising the trading infrastructure and supporting regional integration initiatives can expand the broker network, promote cross-border activity and lower operational costs.
Institutional investors, both domestic and foreign, have a limited role in most African countries. The domestic institutional investor base is still nascent in the region. Pension reforms could help expand the role of domestic institutional investors. Attracting more investors will also require actions by regulators to strengthen minority shareholder rights. For example, by lowering the ownership threshold required to request an annual shareholder meeting and to place an item on the agenda. The availability of digital tools is also key to ensure shareholders can exercise their rights properly.
Countries across the region have established corporate governance frameworks, yet implementation has been challenging. Initiatives that facilitate knowledge sharing of good practices could help improve frameworks across the continent, and reforms that prioritise accountability and transparency could increase investor confidence in corporate governance practices. Given high ownership concentration, stronger board independence and improved disclosure of board composition would support minority shareholder protection.
While the quality of corporate governance codes is relatively sound, many codes have not been updated in the past five years. The recent release of the African Principles of Corporate Governance and revisions to the G20/OECD Principles of Corporate Governance and OECD Guidelines on Corporate Governance of State-Owned Enterprises offers an opportunity for African countries to review their codes and align them with regional and international best practices.
Although institutional frameworks have been established, many African countries still face significant corporate governance challenges. Implementation of broader institutional and governance reforms has been slow with significant variation across countries due to factors such as regional, cultural and political settings. Moreover, good corporate governance relies on effective supervision and regulatory enforcement. Harmonisation of corporate governance frameworks across Africa, aligned with the G20/OECD Principles of Corporate Governance, can help to increase consistency with global practices by African companies seeking to operate in multiple jurisdictions – within and outside Africa - while facilitating cross-border regulatory enforcement and attracting foreign investors to African capital markets.
Well-functioning public equity markets serve as a catalyst in sustaining economic development and growth. They provide companies with access to long-term and risk-willing capital, which can be used to finance innovation, productivity-enhancing investments, and expansion. Access to capital markets also allows companies to diversify their funding sources, broaden their investor base and reduce reliance on bank credit, which is the predominant source of financing for companies in many emerging markets. While it is comparatively easier for larger companies to access financing from capital markets, smaller firms face significant challenges.
Globally, the level of capital market development varies widely, ranging from mature, well-integrated markets to others still building the necessary foundations for effective functioning. African markets, mostly fall in the second category with only a few having relatively well functioning and deep markets.
Over the past decade, capital markets in Africa have made notable progress by introducing legal and regulatory reforms, upgrading their trading infrastructure and expanding the range of financial instruments available. Despite this progress, many African public equity markets remain small, illiquid and have high trading costs compared to other regions. Political instability in some countries, and a wide range of macroeconomic risks, including currency volatility, also pose significant challenges for the development of equity markets.
2.1.1. Marketplaces for equity in Africa
Marketplaces play a crucial in the financial system by connecting companies searching for funding with investors looking for investment opportunities. By providing a structured and transparent environment for trading shares, bonds and other securities, these platforms make it easier for businesses to raise capital and for investors to buy and sell securities with confidence. In recent years, African economies have taken significant steps to develop their capital markets and strengthen their marketplace infrastructure.
The region’s first stock exchange was established in Egypt in 1883, followed by the Johannesburg Stock Exchange (JSE) in South Africa in 1887. Since then, stock exchanges have grown. Today, all 16 African countries analysed for this report have at least one stock exchange, with South Africa and Zimbabwe hosting two each. The majority of African stock exchanges are privately- or state-owned, while only four are publicly listed. The public listing of stock exchanges is a relatively recent development, marking a shift away from the traditional member-owned model towards a shareholder-based ownership structure. Among the listed stock exchanges, the JSE was the first to demutualise and go public on its own platform in 2005. The most recent listing was the Nigerian Stock Exchange, which self-listed in 2021. Additionally, 10 out of the 15 African countries analysed have a stock exchange hosting at least two segments: one main market for larger, well-established companies, and one growth market, dedicated to younger and smaller companies.
Note: The Egyptian Exchange comprises two stock exchanges based in Alexandria and Cairo, operating as a single market. The establishment year of the Egyptian Exchange refers to the year that the Alexandria stock exchange was established. The Bourse Régionale des Valeurs Mobilières in Côte d’Ivoire is a regional stock exchange, and also serves Benin, Burkina Faso, Guinea-Bissau, Mali, Niger, Senegal and Togo. Bourse des Valeurs Mobilières de l'Afrique Centrale is also a regional exchange based in Cameroon, which serves Cameroon, Congo, Gabon, Equatorial Guinea, the Central African Republic and Chad.
Source: Stock exchange websites.
2.1.2. Overview of listed companies in Africa
Public equity markets in Africa are often characterised by their limited number of listed companies, and lack of liquidity. By the end of 2024, 1 141 companies were listed on African stock exchanges, accounting for only 2.6% of the global total and 5% of all listed companies in emerging markets (EMs). Their total market capitalisation was USD 561 billion, accounting for an even smaller share of total market capitalisation globally (0.4%) and in EMs (2%). Africa’s market capitalisation represents one-third of the region’s GDP, a significantly lower share than globally (113%) and in EMs (61%). Moreover, listed companies in Africa are notably small, with a median market capitalisation of USD 45 million. This is less than half of the median size for listed companies in EMs and about 40% of the global figure (USD 117 million).
At the country level, only a few markets stand out in terms of size and activity. South Africa has the most developed public equity market, accounting for 60% of the region’s market capitalisation. Its market capitalisation to GDP ratio (84%) is not only significantly higher than other African countries but also exceeds that of EMs, which stands at 61%. In addition, the median size of South African listed companies is markedly larger compared to the figure for EMs and globally, with a median market capitalisation of USD 195 million. Morocco, Egypt and Nigeria also have relatively large markets, together accounting for 15% of the region’s market capitalisation. Together, these three markets represent almost half of all listed companies in Africa. In contrast, stock exchanges in Tanzania, Ghana, Botswana, Uganda, Zambia and Namibia remain very small, each listing between 12 and 29 companies. Their market capitalisation is also modest, ranging from 5% to 20% of their respective GDPs.
Note: “T” stands for trillion and “B” stands for billion. Gabon is excluded due to data unavailability.
Source: OECD Capital Market Series dataset; LSEG; IMF (2025[1]), World Economic Outlook (April 2025) dataset, https://www.imf.org/external/datamapper/NGDPD@WEO/OEMDC/ADVEC/WEOWORLD; see Annex for details.
Industry distribution of listed companies in Africa diverges from patterns observed in EMs and globally. A significant share of Africa’s listed equity market is concentrated in the financial sector, which accounts for 37% of total market capitalisation and one-quarter of the total number of companies (Figure 2.2). This differentiates Africa from other EMs and global markets, where financials represent a lower share of market capitalisation, at 22% and 15%, respectively (Panel A).
The second-largest sector by market capitalisation in Africa is technology (17%), followed by basic materials (15%). However, when considering the number of listed companies, consumer non-cyclicals and consumer cyclicals are the two dominant industries after financials. This suggests that while certain capital-intensive sectors dominate in terms of value, firms in more traditional consumer sectors are more numerous.
Source: OECD Capital Market Series dataset; LSEG; see Annex for details.
Strong corporate governance frameworks promote economic efficiency, sustainable growth and financial stability. They are a key driver in developing liquid and resilient capital markets and facilitating companies’ access to finance. The G20/OECD Principles of Corporate Governance aim to support companies’ access to finance by promoting trust in capital markets through fair, transparent and predictable market practices that support investor confidence (OECD, 2023[2]). Sound corporate governance frameworks encourage companies to operate with integrity and accountability, making it easier and cheaper for them to access capital markets. This also applies to state-owned enterprises given their scale and economic significance in African economies.
Globally, jurisdictions undertake regular review of their corporate governance frameworks encompassing binding and non-binding instruments such as laws, regulations and corporate governance codes. Forty-one out of the 52 jurisdictions covered by the 2025 OECD Corporate Governance Factbook amended their legal and regulatory frameworks during 2023-2024 (OECD, 2025[3]). Given that company operations and investments are increasingly cross borders, regular review of national legal and regulatory frameworks helps to ensure adaptability to changes in the global economic environment while also ensuring that companies subject to these frameworks remain resilient and effective in the pursuit of sustainable long-term value creation.
2.2.1. Legal and regulatory frameworks
Many African countries have established governance frameworks by setting up formal institutions and signing regional and international conventions to improve governance, strengthen institutions and uphold the rule of law (African Development Bank Group, 2025[4]). Corporate governance in Africa has gained prominence over the last two decades, with national frameworks inspired by the G20/OECD Principles of Corporate Governance and the King Code from South Africa (Oluwaseun Adeola Bakare and Olajumoke Bolatito Ajani, 2023[5]).
Corporate governance frameworks are set forth in binding instruments such as company laws and securities or capital markets laws, securities regulations and listing rules (OECD, 2025[3]). African legal and regulatory frameworks (Table 2.2) define the mandatory baseline for corporate governance, including requirements for board committees, shareholder rights as well as disclosure and transparency obligations. For example, Mauritius’ framework includes requirements for: board composition, audit and other committees, financial reporting disclosures, and shareholder rights (Balgobin-Bhoyrul, 2025[6]). Similarly, Nigeria’s corporate governance framework includes requirements for board composition, audit committees, financial reporting including filing of corporate governance reports and shareholder rights (Nwidaa et al., 2025[7]). Egypt’s corporate governance framework includes requirements for board composition, audit committees and governance committees in some cases, financial reporting and other corporate disclosures, and shareholder rights (Pearce, 2025[8]).
Additionally, disclosure of corporate sustainability matters feature in corporate governance frameworks through a range of binding and non-binding mechanisms. For example, listed firms in Kenya are required to publicly disclose their environmental, social and governance (ESG) performance, both positive and negative, on an annual basis (Nairobi Securities Exchange, 2021[9]). In Tanzania, listed companies are required to include a report on ESG as well as sustainability reporting as part of the annual report (Dar Es Salaam Stock Exchange PLC, 2022[10]). In Mauritius, the National Code of Corporate Governance recommends that companies report on their environmental, social and governance position, performance and outlook for the benefit of shareholders and other key stakeholders (National Committee on Corporate Governance, 2016[11]). In Tanzania, listed companies shall be required to include a report on ESG as well as sustainability reporting as part of the annual report (Dar Es Salaam Stock Exchange PLC, 2022[10]).
Source: Publicly available sources.
Corporate governance codes
Corporate governance frameworks encompass corporate governance codes which tend to follow a non-binding (soft-law) approach (OECD, 2025[3]). Corporate governance codes play a role in shaping national corporate governance practices by providing principles and recommendations that often go beyond the minimum set in law or regulations. Each of the 15 African countries analysed in this chapter have a national corporate governance code that complements existing laws and regulations. Most countries either follow a “comply or explain” approach or “apply or explain” approach (Figure 2.3). Under a “comply or explain” approach, companies are expected to comply with the code’s provisions or publicly explain the reasons for non-compliance. The “apply or explain” approach recognises that satisfactory explanation for any non-application of the code’s provisions may be acceptable in certain circumstances. Mauritius, Nigeria and South Africa follow the alternative “apply and explain” approach whereby companies are required to provide explanations of how the practices applied support the application of the code’s principles (Okike, 2019[12]). In contrast, Ghana and Uganda enforce mandatory compliance. In Tunisia, the code is voluntary.
In addition to corporate governance codes, some countries have other guidelines or regulations that govern corporate governance practices. For example, 17 African states are members of the Organisation pour l’harmonisation en Afrique du droit des Affaires (OHADA) (OHADA, 2025[13]). The OHADA outlines corporate governance standards that protect shareholders (U.S. Department of State, 2024[14]), with the overall aim of harmonising economic laws and improving judicial systems to encourage foreign investment and investor confidence in member states (OHADA, 2025[13])). In Nigeria, public companies are required to comply with the Nigerian Corporate Governance Code 2018 and the Securities and Exchange Commmission’s Corporate Governance Guidelines (Securities and Exchange Commission Nigeria, 2025[15]).
While the quality of African corporate governance codes is considered to be sound (ACCA and KPMG, 2017[16]), only two countries have updated their codes in the past 5 years.
Note: In addition to corporate governance codes, some countries have other guidelines or regulations that govern corporate governance practices. Further details are provided in the endnotes of this chapter. 1
Source: OECD (2025[3]), OECD Corporate Governance Factbook 2025, https://doi.org/10.1787/f4f43735-en; see Annex for detailed information on corporate governance codes.
To unlock the full potential of public equity markets in Africa, targeted policy actions are needed across several important areas. These include boosting capital raising activity to support business growth, improving secondary market liquidity to enhance investor confidence and market efficiency, strengthening the role and diversity of investors while addressing concentrated ownership structures, and leveraging the listing of state-owned enterprises (SOEs) as a catalyst for market development. Moreover, high ownership concentration in listed companies presents challenges for the protection of minority shareholder rights and may have implications for the composition and independence of boards. Addressing these issues is essential to deepen market participation, broaden access to financing and foster resilient capital markets across the region.
2.3.1. Capital raising activity
In many African markets, companies do not actively use public equity markets to raise equity capital. Listing and capital-raising activity is concentrated in just a handful of these markets. Between 2000-2024, African companies raised a total of USD 219 billion, which represents only 1% of the total equity raised globally and 3% of the value raised by companies from EMs (Figure 2.4). The use of public equity markets in Africa is also low compared to the size of the economy. While the capital raised via Initial Public Offerings (IPOs) and Secondary Public Offerings (SPOs) represent 1% of emerging markets’ GDP and global GDP, this share is only 0.5% in Africa (Panel C).
At the country level, South African companies stand out by accounting for 56% of the total equity raised, followed by Egypt and Nigeria. Together, the three make up for more than 80% of the total capital raised in the region. In Egypt, the use of public equity relative to the size of its economy is high, at 2.5% of GDP. In contrast, in smaller markets including Ghana, Tanzania, Zambia, Uganda, Côte d’Ivoire and Botswana, this share is lower than 0.1%. Moreover, while companies in South Africa, Egypt and Mauritius also tap public equity markets abroad, most African companies raise equity only on domestic markets. Notably, most of the capital raised by Mauritian companies is foreign sourced, driven by few large companies listed on the Johannesburg Stock Exchange and London Stock Exchange.
Note: In Panel C, for the calculations of the capital raised by emerging market companies, proceeds raised by Chinese companies in Hong Kong (China), and by Hong Kong (China) companies in China, are considered domestic. Gabon is excluded due to data unavailability.
Source: OECD Capital Market Series dataset; LSEG; FactSet; Bloomberg; see Annex for details.
Public equity markets in Africa experienced a peak in IPO activity between 2006 and 2008, primarily driven by South Africa, Morocco and Nigeria. During this period, 167 companies went public, representing more than one-third of all public listings since 2000(Figure 2.5). Since then, the number of IPOs has declined sharply. In the last decade, only 11 African companies have listed annually on average. While the equity capital raised via secondary public offerings was significantly higher than that raised through initial public offerings, the number of SPOs also declined, but with a strong rebound in 2024. In addition, financial companies accounted for 35% and 34% of the total equity raised via initial and secondary public offerings, respectively.
Note: Data shown in the figures are based on the listing domicile. Gabon is excluded due to data unavailability.
Source: OECD Capital Market Series dataset; LSEG; FactSet; Bloomberg; see Annex for details.
High listing costs can pose a barrier to companies seeking to access public equity markets, particularly in smaller and less liquid exchanges. Across the four of the selected five African exchanges (Botswana, Egypt, Kenya, Nigeria and South Africa) direct listing fees remain modest, with most exchanges applying caps that substantially reduce costs for large issuers. The combined initial and annual listing fees for a USD 150 million IPO2 on these exchanges are below 0.06% of the IPO proceeds (Table 2.3). The Nigerian Exchange stands out with total costs amounting to about 0.25% of IPO value despite the use of a capped fee structure.
For smaller listings, however, the relative cost increases significantly. For a USD 15 million IPO, listing fees range from 0.02% to 0.32% of the offer value across the same exchanges. In Botswana, the application of minimum fee thresholds raises the effective cost as a share of IPO proceeds, making smaller listings disproportionately more expensive than larger ones.
Note: The cost of listing includes only initial and annual listing fees, where applicable, and is calculated for USD 150 million and USD 15 million IPOs on the main market, assuming a 20% free-float ratio. The USD 150 million IPO size reflects the average value of offerings on the stock exchanges of Botswana, Egypt, Kenya, Nigeria, and South Africa since 2000. All listing fees are exclusive of VAT, except in the case of South Africa.
Source: BSE (2025[17]), Listing Fees, www.bse.co.bw/listing-fees/; EGX (2025[18]), Listing Fees, www.egx.com.eg/en/Listing_fees.aspx; The Republic of Kenya (2022[19]), Capital Markets Act, https://new.kenyalaw.org/akn/ke/act/1989/17/eng@2023-12-11; NGX (2025[20]), Listing Fees, https://ngxgroup.com/exchange/raise-capital/listing-fees/; JSE (2025[21]), Fees for Issuers, Services and Trading, https://www.jse.co.za/services/other-services/services-documentation/price-lists; see Annex for detailed fees used in the analysis.
The above calculations cover only exchange-imposed listing fees and exclude other major cost components associated with going public. Expenses related to legal services, sponsoring brokers, underwriting, regulatory filings and marketing typically amount to five to ten times the exchange fees. In many African markets, these additional costs can be even more constraining, as limited availability of local advisory and underwriting expertise, smaller deal sizes and lower market depth often translate into higher per-transaction costs compared to more developed markets.
Some African state-owned enterprises (SOEs) are also listed on public equity markets. Globally, many emerging economies have decided to partially list SOEs on local stock exchanges. Beyond the financial benefits for governments and efficiency gains for SOEs, partial SOE listings can also increase market depth and liquidity and help attract more investors. By the end of 2024, Africa had 122 listed SOEs, representing 5% of the total number of listed SOEs globally and 7% of those listed in EMs (Figure 2.6).
In terms of market capitalisation, African listed SOEs represent only 0.6% of the global value of listed SOEs and 0.8% of that of EM listed SOEs (Figure 2.6, Panel B). Moreover, the share of listed SOEs in Africa’s market capitalisation is significantly lower (17%) compared to their share in EMs (42%). This is largely explained by SOE privatisation programmes undertaken by many EMs, especially in Asia, where countries used a series of large SOE listings to leverage their capital markets (OECD, 2025[22]).
At the country level, listed SOEs account for a significant share of market capitalisation in Kenya, Zimbabwe and Egypt. In most African countries, the largest three SOEs account for almost the entire market capitalisation of the SOE sector. Egypt is the exception. With its privatisations starting in early 1990s, it now has the largest number (55) of listed SOEs in Africa. South Africa has fewer listed SOEs (18) but they account for nearly half of total SOE market capitalisation in Africa, reflecting the substantial size of its SOE sector.
Note: SOEs are considered as companies with at least 25% public ownership. In Panel D, Uganda and Côte d’Ivoire are excluded due to low data coverage. Gabon is excluded due to data unavailability.
Source: OECD Capital Market Series dataset; LSEG; FactSet; Bloomberg; see Annex for details.
Policy considerations
To lift African public equity markets, policy efforts could focus on attracting more issuers to the markets. Encouraging more companies to go public, especially from underrepresented sectors and economies, will require reducing regulatory and cost barriers, improving market transparency and building investor confidence. Attracting a broader base of issuers is essential to deepen market activity and make public equity a more viable financing option across the region.
In addition, more flexible and proportionate listing frameworks, tailored to company size and capacity, are needed to make public markets more accessible to smaller firms. Facilitating cross-border listings and regional integration could also help expand market access, particularly for companies in smaller economies. Strengthening local advisory and underwriting capabilities would improve deal origination, transaction structuring, and distribution networks within the region, enabling more African institutions to lead public offerings. This would help reduce reliance on foreign intermediaries, lower issuance costs, and foster deeper participation of domestic firms in equity markets.
Listing SOEs on domestic stock exchanges can serve as a powerful tool to deepen public equity markets, boost liquidity and attract both institutional and retail investors. Large SOE listings not only enhance market visibility and participation but can also act as a catalyst for broader capital market development, encouraging private companies to do so as well. To realise this potential, governments should consider strategic listings of commercially viable SOEs, supported by transparent governance frameworks and clear divestment strategies. Such efforts can improve the overall depth and dynamism of local equity markets.
2.3.2. Liquidity in the secondary public equity market
Secondary stock market liquidity is relatively limited in African stock exchanges, hampering efficient price discovery, which in turn deters broader investor participation and poses a major challenge to overall market development. This low liquidity is the result of a range of structural and regulatory factors.
In 9 out of 14 African stock exchanges, liquidity (measured by the annual turnover ratio) remains below 5% (Figure 2.7). Egypt and South Africa have the highest liquidity levels, at 50% and 28%, respectively. They are the only African countries with companies included in the MSCI Emerging Market Index. Morocco (9%), Kenya (6%) and Nigeria (5.5%) also have relatively higher liquidity compared to other African markets.
Note: The turnover ratio is calculated as the traded value over market capitalisation, based on the latest available information for each stock exchange. Only companies whose primary listing belongs to a given exchange are considered. For South Africa and Zimbabwe, the turnover ratios correspond to that of the Johannesburg Stock Exchange and Zimbabwe Stock Exchange, respectively. Côte d’Ivoire is excluded for comparability. Gabon is excluded due to data unavailability. The size of bubbles is proportionate to each country’s market capitalisation share.
Source: Publicly available sources; see Annex for details.
Most African exchanges have only a few listed companies and limited range of asset classes, leading to lower trading activity and narrowing investment opportunities. In some markets, regulatory barriers limit foreign investor participation. For instance, Zimbabwe caps an individual foreign investor’s shareholding to 15% of the company’s total issued share capital 3 (ZSE, 2024[23]). In contrast, Tanzania removed its 60% cap on the foreign shareholdings of listed companies to encourage foreign investor participation (UNCTAD, 2014[24]).
High transaction costs are among the factors affecting liquidity in African equity markets. The total two-way cost of trading a listed equity is as high as 4% of the traded value in Uganda, Zimbabwe, Kenya, Tanzania and Ghana (Figure 2.8). This share is often less than 1% in emerging markets, for instance 0.8% in Malaysia, 0.64% in Indonesia and 0.46% in Peru (OBG, 2022[25]; OECD, 2024[26]). In particular, brokerage commissions make up a significant portion of the transaction costs, accounting for two-thirds of the total, on average. This is largely explained by the limited number of brokers and low trading volumes on African exchanges, which reduce competition and lead brokers to charge higher fees to cover fixed operating costs (Bright Africa, 2019[27]).
Note: Transaction costs in each stock exchange are calculated for a trade value of USD 10 000 and shows the total cost for the buyer and the seller. Broker commissions are taken at the lowest rate whenever applicable. Gabon and Morocco are excluded due to data unavailability.
Source: Publicly available sources, see Annex for details.
Several regional initiatives across Africa aim to lower trading costs and boost liquidity by integrating local exchanges and expanding the brokerage community. For instance, in 2013, the West African Capital Markets Integration Council (WASMIC) introduced a three phased market integration plan envisioning a common broker passport that would entitle brokers to carry out transactions in all member exchanges (WAMI, 2021[28]). Another project is the African Exchanges Linkage Project (AELP), bringing together 10 stock exchanges4 with the objective of improving depth and liquidity on Africa’s capital markets through market integration with cross-border securities listing and trading (AELP, 2025[29]).
Policy considerations
Enhancing liquidity in African secondary equity markets requires reforms to tackle structural inefficiencies, high transaction costs and limited investor participation. Encouraging listed companies to increase their free float ratios can improve market depth. Reducing trading costs, through greater competition among brokers and simplified fee structures is equally essential. Digitalising trading infrastructure and supporting regional integration initiatives can expand the broker network, promote cross-border activity and lower operational costs. Improving macroeconomic stability, regulation and corporate governance frameworks will also be key to building investor confidence and driving more active secondary market participation.
2.3.3. The legal and regulatory frameworks
Despite the establishment of institutional frameworks, the region still faces significant corporate governance challenges (African Peer Review Mechanism, 2025[30]). Implementation of broader institutional and governance reforms has been slow with significant variation across countries due to factors such as regional, cultural and political settings (African Development Bank Group, 2025[4]). For example, political interference in board appointments and lack of board independence have been identified as constraints leading to poor corporate governance (African Corporate Governance Network, 2023[31]). Coupled with declining external development assistance, Africa faces challenges in mobilising capital to achieve its growth outlook (African Development Bank Group, 2025[4]).
In February 2025, the African Peer Review Mechanism (an institution of the African Union) released the African Principles of Corporate Governance. They aim to address the weak corporate governance environments in Africa by tailoring global best practices to the African context underpinned by the values of UBUNTU – shared purpose, human dignity, co-responsibility, humaneness, solidarity, acceptance and compassion (African Peer Review Mechanism, 2025[30]).
Despite efforts to establish corporate governance frameworks, often drawing from the G20/OECD Principles of Corporate Governance, the focus now needs to shift to implementation of these frameworks. Adoption of good corporate governance practices relies on effective supervision and regulatory enforcement. However, African countries face challenges in strengthening regulatory frameworks, with a lack of appropriate statutory backing and insufficient resources to detect and enforce sanctions (African Development Bank Group, 2025[4]).
African regulatory bodies are underfunded, lack independence and have at times been implicated in corruption, compromising effective enforcement (Oluwaseun Adeola Bakare and Olajumoke Bolatito Ajani, 2023[5]). The OECD Corporate Governance Factbook 2025 illustrates that budgetary autonomy can reinforce regulators’ operational independence. In 52 jurisdictions across the world, public regulators have the authority to supervise and enforce the corporate governance practices of listed companies, with 60% of these regulators being fully self-funded by fees from regulated entities or by supplementing their self-funding with fines (OECD, 2025[3]).
Recommendations to improve the supervision and enforcement of corporate governance practices can be drawn from approaches taken by jurisdictions globally. Kenya’s Capital Markets Authority has enforced stringent compliance measures for listed companies, fostering investor confidence (Oluwaseun Adeola Bakare and Olajumoke Bolatito Ajani, 2023[5]). In jurisdictions with weak institutional capacity, a balance between public and private enforcement might be effective in addressing governance-related challenges combating corruption (Berglof, 2006[32]). Regional co-operation is becoming increasingly relevant for strengthening corporate governance, notably where companies seek multiple listings on exchanges in different countries across Africa (African Peer Review Mechanism, 2025[30]).
Policy considerations
Given the recent release of the African Principles of Corporate Governance and revisions to the G20/OECD Principles of Corporate Governance and OECD Guidelines on Corporate Governance of State-Owned Enterprises, it would be timely for African countries to review their corporate governance codes to improve alignment with regional and international good practices. Moreover, harmonising corporate governance frameworks and practices across Africa may facilitate the ability of companies and investors to navigate requirements in the region and globally, while facilitating cross-border regulatory enforcement and attracting foreign investors to African capital markets. For companies, this would include compliance with regulatory requirements and in the case of private companies, informing the decision to list on the local stock exchange. For investors, this would encompass access to information that facilitates the decision to invest. Regional integration of stock exchanges can help achieve economies of scale including through resource pooling and harmonisation of rules for regulatory supervision and enforcement. Africa hosts two functioning regional exchanges, the Bourse Régionale des Valeurs Mobilières (BRVM) in West Africa and Bourse des Valeurs Mobilières de l'Afrique Centrale (BVMAC) in Central Africa (Africa Finance Corporation, 2025[33]). Learning from these experiences may help other African countries achieve resource optimisation to strengthen corporate governance frameworks.
Policymakers in Africa could also follow the growing global trend towards fully self-funded supervisory authorities. Self-funded supervisors benefit from more stable and predictable resources, allowing for greater long-term planning, reduced political interference, and more effective oversight, ultimately contributing to stronger investor confidence and better market integrity.
2.3.4. The investor base and minority shareholder rights
Ownership of listed corporations in Africa is characterised by high ownership concentration in the hands of corporations. Corporations own 24% of listed equity, a much higher share than in companies listed in EMs (19%) and globally (9%). Institutional investors hold 20% of the region’s equity, considerably lower than the 47% globally, and the public sector is also a key investor and owns 17% of the listed equity, higher than the global figure (10%) but lower than in other emerging economies (31%).
The corporate ownership landscape varies significantly between countries. In two-thirds of African countries, they own over 40% of the listed equity. South Africa and Egypt have a more balanced ownership mix. Institutional investors’ holdings are mainly concentrated in companies listed in South Africa, the largest market in the region, where they own 29% of the equity. In contrast, institutional investors’ share is below 5% in countries such as Ghana, Kenya, Nigeria, Tanzania, Tunisia and Zambia. Additionally, public sector ownership in listed equity is significant in both Egypt and Zimbabwe, representing 26% and 22%, respectively.
Note: Uganda and Côte d’Ivoire are excluded due to low data coverage. Gabon is excluded due to data unavailability. Investors were classified into the five categories: corporations, public sector, strategic individuals, institutional investors and other free-float following (De La Cruz, Medina and Tang, 2019[34]).
Source: OECD Capital Market Series dataset; LSEG; FactSet; Bloomberg; see Annex for details.
Domestic investors are the dominant shareholders in African listed companies, with 40% of the total equity. However, domestic institutional investors remain relatively small, reflecting the underdevelopment of the institutional investor base in Africa. Globally, domestic institutional investors hold a substantial 33% share of public equity, while their stakes are lower in EMs and Africa.
Note: Uganda and Côte d’Ivoire are excluded due to low data coverage. Gabon is excluded due to data unavailability.
Source: OECD Capital Market Series dataset; LSEG; FactSet; Bloomberg; see Annex for details.
Besides the growing weight of domestic institutional investors in many markets, foreign institutional investors also play an important role in African equity markets, with 12% of the listed equity. However, their ownership is primarily concentrated in Egypt, South Africa and Zimbabwe. Foreign investors are key owners in South Africa which has greater visibility among institutional investors due to the inclusion of some of its companies in major investible indices such as the MSCI Emerging Market Index and MSCI Emerging Markets EMEA Index, as well as a strong representation in regional indices, including the MSCI Emerging Frontier Markets Africa Index. By contrast, global index inclusion for most other African countries is limited. Egypt is the only other African country included in the MSCI Emerging Market Index, while all other countries are included only in Africa focused indices and have a low weight. Within these, Morocco, Egypt and Kenya stand out in African indices excluding South Africa, such as the MSCI Emerging Frontier Markets Africa ex South Africa index.
Listed companies in Africa exhibit high ownership concentration, and in many cases, corporations are the largest shareholders, suggesting the existence of company group structures. In Africa, 40% of listed companies have a large shareholder who owns more than 50% of the equity, a share much higher than in EMs and globally (Figure 2.11). Ownership concentration is particularly pronounced in some African countries. Over 50% of listed companies in Morocco, Namibia and Ghana have a single shareholder who owns more than half of the equity. Moreover, in all countries, the most common largest shareholder is a corporation, which owns on average 53% of the company. Egypt stands out, with strategic individuals the most common largest shareholder.
Note: Companies where the largest shareholder owns more than 50% of the equity are considered to have concentrated ownership structure. Share of equity (RHS) is calculated as the average percentage of shares outstanding owned by each investor category when the largest shareholder in the company belongs to that investor category; the share of companies is computed as the ratio of the companies whose largest shareholder belongs to a given category of investor over the total number of companies for which ownership information is available. Uganda and Côte d’Ivoire are excluded due to low data coverage. Gabon is excluded due to data unavailability.
Source: OECD Capital Market Series dataset; LSEG; FactSet; Bloomberg; see Annex for details.
Concentrated ownership structures, coupled with underdeveloped capital markets, weaker regulatory institutions and limited external oversight mechanisms, may undermine corporate governance (Ackah et al., 2024[35]). High ownership concentration raises important issues related to minority shareholder protection.
The Global Competitiveness Index provides an indication of the extent to which the interests of minority shareholders are protected by the legal system. While South Africa, Mauritius and Namibia score highest on protection of minority shareholder interests, gaps remain between practices in African economies and international standards (Figure 2.12). In most countries, the ownership threshold required to place an item on the agenda of an AGM is set at 5% (Figure 2.12). However, Kenya, Namibia, Nigeria, Tanzania and Uganda have set the threshold at 10%, a higher barrier for minority shareholders. Similarly, to convene an annual shareholder meeting, eight countries require 10% ownership. Botswana, Egypt, Ghana, Mauritius, Tunisia, Zambia and Zimbabwe have adopted more shareholder-friendly practices, with thresholds set at 5%.
Shareholder rights are also reflected in broader governance indicators, such as the World Bank’s extent of shareholder governance index (Figure 2.12). The index assesses three dimensions of good governance: shareholders’ rights and role in major corporate decisions, governance safeguards protecting shareholders from undue board control and entrenchment, and corporate transparency on ownership stakes, compensation, audits and financial prospects. Egypt, Mauritius and South Africa rank highest, while Côte d’Ivoire and Tanzania rank lowest.
National corporate governance reporting also provides insights on approaches to minority shareholder rights at the country level. For example, Kenya’s reporting has highlighted that some companies are not meeting the minimum requirements for independent non-executive directors, compromising protection of minority shareholders (Capital Markets Authority, 2024[36]). Reporting on application of the corporate governance code at the national level supports effective disclosure and improved practices in minority shareholder protection.
Note: Scores have been rescaled to a range of 100 from initial values between 1 to 7. Some jurisdictions have additional or alternative requirements other than a percentage of shareholding (e.g. minimum holding period, minimum number of shareholders, minimum value). For example, Namibia allows two or more shareholders holding not less than 10% to request a meeting, and South Africa allows any two shareholders to request an item to be added to the agenda.
Source: WEF (2019[37]), Global Competitiveness Index 4.0, https://prosperitydata360.worldbank.org/en/dataset/WEF+GCI; OECD (2025[3]), OECD Corporate Governance Factbook 2025, https://doi.org/10.1787/f4f43735-en; Publicly available sources of company laws provided in Table 2.2.
Policy considerations
To continue developing the region’s equity markets, policymakers could focus on expanding investor bases, in particular domestic and foreign institutional investors. Pension reforms and the development of the broader institutional investor ecosystem, including insurance companies and asset managers, can help build a stable, long-term investor base (see also Chapter on pension funds and insurance corporations). At the same time, encouraging more companies to list and already listed companies to increase their free float ratios would help to increase the attractiveness of markets to a wider range of investors. Expanding inclusion in global and regional benchmarks could help attract more international investors. Attracting more investors will also require regulators to strengthen minority shareholder rights. For example, by lowering the ownership threshold required to convene an annual shareholder meeting. The availability of digital tools is also key to ensure shareholders can exercise their rights properly.
2.3.5. Board composition
Across Africa, the approaches taken to board composition are consistent with international practices detailed in the OECD Corporate Governance Factbook 2025. However, there is divergence between countries. For example, Botswana, Egypt, Kenya, Mauritius, Namibia, Nigeria and South Africa have adopted the one-tier board structure, requiring separation between the board chair and CEO roles, as well as the appointment of independent directors to the board. In Botswana, the majority of non-executive directors should be independent, while all listed companies in Egypt must have at least two independent directors on their boards. In Mauritius, boards should have a minimum of two independent directors (Balgobin-Bhoyrul, 2025[6]).
Globally, jurisdictions favour the one-tier board structure, with 74% of jurisdictions covered by the OECD Factbook) having this framework, and 96% requiring or recommending a minimum number or ratio of independent directors (OECD, 2025[3]). In contrast, listed companies in Morocco can be established under one-tier or two-tier systems. The law does not require the separation of CEO and chair roles (WeCount, 2021[38]) and does not require companies (with the exception of banks) to have independent board members (EBRD, 2017[39]). In Kenya, many companies follow the Corporate Governance Code recommendation that the chairperson of an issuer shall be a non-executive director (Capital Markets Authority, 2024[36]). In Botswana, board compositions were not in accordance with the recommended good practices. For example, chairpersons of various boards were not independent non-executive directors and boards did not comprise a majority of independent non-executive directors (Botswana Accountancy Oversight Authority, 2024[40]).
Across Africa, strides have been made to achieve gender balance on company boards. In Egypt, listed companies are required to have at least 25% female or two female board members. In Mauritius, boards should have directors from both genders, i.e. at least one male and one female director (Balgobin-Bhoyrul, 2025[6]). In 2024, Morocco introduced new provisions regarding female participation on listed company boards, of 30% female participation from 1 January 2024 and 40% from 1 January (ISS, 2023[41]). While Kenya’s Code of Corporate Governance Practices for Issuers of Securities to the Public 2015 requires that boards achieve diversity including gender parity, the Capital Markets Authority has received feedback from listed companies to make gender diversity mandatory for all issuers (Capital Markets Authority, 2024[36]). These approaches to gender composition on boards are consistent with practices worldwide, with women holding an average of 29% of board positions across the 52 Factbook jurisdictions (OECD, 2025[3]).
Policy considerations
Given the high levels of ownership concentration, it is important to strengthen the independence of company boards and to enhance disclosure practices regarding board composition. Ensuring that a sufficient number of independent directors are in place, with clearly defined roles and responsibilities, can help balance the influence of controlling shareholders. In addition, greater transparency on the skills, diversity, and selection process of board members will improve accountability and allow minority shareholders to better assess whether their interests are being adequately represented. Together, these measures could contribute to stronger protection of minority shareholders and greater investor confidence in the market.
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The information on the number of listed companies and their market capitalisation is based on LSEG Screener and the following criteria are used to clean the data:
Security type classified as “units” and “trust” are excluded.
For firms with multiple listings, only primary listings are kept.
For firms with multiple observations but different countries of domicile, their true country of domicile is manually checked to remove the duplicates.
Firms trading on over-the-counter (OTC) markets and those listed on multilateral trading facilities (MTFs) or SME/growth markets are excluded. SME/growth markets included in the analysis are: Korea Exchange (KOSDAQ), New York Stock Exchange (NYSE) and Nasdaq Capital Market (NASDAQ).
Special Purpose Acquisition Companies (SPACs) are excluded.
Investment funds are excluded.
Real Estate Investment Trusts (REITs) are excluded.
The information on corporate governance codes presented in this chapter is sourced from the table below.
Note: (*) In Botswana, a Code of Corporate Governance is in drafting stage, with entities are expected to comply with the King III Code of Corporate Governance, or any later version of the King Code, or any other Code which espouses King III principles, as a minimum (Botswana Accountancy Oversight Authority (2024[42]), Integrated Report March 2024, https://www.baoa.org.bw/wp-content/uploads/2024/09/Interactive_4871_BAOA_Intergrated-Report_2024-min.pdf). In Kenya, clause 8 of the Thirteenth Schedule of The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023 explicitly requires compliance with the Code. Prior to this, the Code followed an apply or explain approach (Capital Markets Authority (2024[36]), The Report on The State of Corporate Governance Practices of Issuers of Securities to the Public in Kenya 2024, https://www.cma.or.ke/download/20/corporate-governance-for-issuers/5517/the-state-of-corporate-governance-report-of-issuers-of-securities-to-the-public-in-kenya-2024-7th-edition.pdf). In Namibia, the Corporate Governance Code for Namibia (NAMCODE) is based on the international best practices and the King III Code on Governance for South Africa, 2009 (Namibian Stock Exchange (2016[43]), The NamCode: The Corporate Governance Code for Namibia, https://nicg.org.na/wp-content/uploads/2024/05/Corp-Governance-codes.pdf). In South Africa, a public consultation on the King V Code was launched in February 2025 (Institute of Directors South Africa (2025[44]), King V Draft, https://www.iodsa.co.za/page/iodsa-king-v-draft).
The information on initial public offering (IPOs) and secondary public offerings (SPOs) presented in this chapter is based on transaction and/or firm level data gathered from several financial databases, such as LSEG (Screener, Datastream), FactSet and Bloomberg. Considerable resources have been committed to ensuring the consistency and quality of the dataset. Different data sources are checked against each other and, whenever necessary, the information is also controlled against original sources, including regulator, stock exchange and company websites and financial statements.
Country coverage and classification
The dataset includes information about all initial public offerings (IPOs) and secondary public offerings (SPOs or follow-on offerings) by financial and non-financial companies. All public equity listings following an IPO, including the first-time listings on an exchange other than the primary exchange, are classified as an SPO. If a company is listed in more than one exchange within 180 days, those transactions are consolidated under one IPO. The country breakdown is carried out based on the domicile country of the issuer. In the dataset, the country of issue classification is also made based on the stock exchange location of the issuer. It is possible that a company becomes listed in more than one country when going public. The financial databases record a dual listing as multiple transactions for each country where the company is listed. However, there is also a significant number of cases where dual listings are reported as one transaction only based on the primary market of the listing. For this reason, the country breakdown based on the stock exchange is currently carried out based on the primary market of the issuer. The IPO and SPO data are collected on a deal basis via commercial databases in current USD values. Issuance amounts initially collected in USD were adjusted by 2024 USD Consumer Price Index.
Exclusion criteria
With the aim of excluding IPOs and SPOs by trusts, funds and special purpose acquisition companies, the following exclusion criteria are used:
Financial companies that conduct trust, fiduciary and custody activities
Asset management companies such as health and welfare funds, pension funds and their third‑party administrators, as well as other financial vehicles
Open-end investment funds
Other financial vehicles
Grant-making foundations
Asset management companies that deal with trusts, estates and agency accounts
Special Purpose Acquisition Companies (SPACs)
Closed-end funds • Listings on an over-the-counter (OTC) market
Security types classified as “units” and “trust”
Real Estate Investment Trusts (REITs)
Transactions with missing or zero proceeds
LSEG uses the Reference data Business Classification (TRBC) Industry Description. The economic sectors used in the analysis are the following:
Listing cost estimates are derived from the ratios and fixed amounts presented in the table below.
Note: Fees correspond to USD 150 million and USD 15 million IPOs on the main markets. VAT is excluded from all exchanges except South Africa, where it is included in the fees.
Source: BSE (2025[17]), Listing Fees, www.bse.co.bw/listing-fees/; EGX (2025[18]), Listing Fees, www.egx.com.eg/en/Listing_fees.aspx; The Republic of Kenya (2022[19]), Capital Markets Act, https://new.kenyalaw.org/akn/ke/act/1989/17/eng@2023-12-11; NGX (2025[20]), Listing Fees, https://ngxgroup.com/exchange/raise-capital/listing-fees/; JSE (2025[21]), Fees for Issuers, Services and Trading, https://www.jse.co.za/services/other-services/services-documentation/price-lists; see Annex for fee details.
The tables below present sources of the information on liquidity and transaction costs.
The ownership figures for publicly listed companies are based on OECD calculations using firm-level information from the FactSet Ownership database. The data are complemented and verified using LSEG and Bloomberg. Data are collected at the end of 2024 in current USD, thus no inflation adjustment is needed. Market information for each company is collected from LSEG. The dataset includes the records of owners for 46 086 companies listed across 98 countries covering 99% of the world market capitalisation. For each of the countries/regions presented, the information corresponds to all listed companies in those countries/regions with available information.
The records of owners are collected for each company. Some companies have up to 5 000 records in their list of owners. Each record contains the name of the institution, the percentage of outstanding shares owned, the investor type classification, the origin country of the investor, the ultimate parent name, among other things.
The table below presents the five categories of owners defined and used in this report following De La Cruz, Medina and Tang (2019[75]). Different types of investors are grouped into these five categories of owners. In many cases, when the ultimate owner is identified as a government, a province or a city and the direct owner was not identified as such, ownership records are reclassified as public sector. For example, public pension funds that are regulated under public sector law are classified as public sector, and sovereign wealth funds (SWFs) are also included in that same category.
← 1. For example, 17 African states, including Côte d’Ivoire, are members of the Organization for the Harmonization of Business Law in Africa (OHADA – Organisation pour l’harmonisation en Afrique du droit des Affaires), which outlines corporate governance standards that protect shareholders (U.S. Department of State (2024[14]), 2024 Investment Climate Statements: Côte d’Ivoire, https://www.state.gov/reports/2024-investment-climate-statements/cote-divoire/). In Egypt, the Listing and Delisting Rules for Securities on the Egyptian Exchange (EGX) contain requirements for corporate governance, including board composition and minority rights (EGX (2025[77]), Listing and Delisting Rules for Securities on the Egyptian Exchange (EGX), https://www.egx.com.eg/getdoc/1426464c-b8b8-4fa2-8147-39326c990db5/Listing-Rules_en-01-09-2024.aspx). In Kenya, circulars and reporting templates are available to assist listed companies to fulfil their corporate governance requirements (Capital Markets Authority (2025[78]), Regulatory Framework, https://www.cma.or.ke/regulatory-framework/#overview).
← 2. USD 150 million is the average size of IPOs on the stock exchanges of Botswana, Egypt, Kenya, Nigeria and South Africa since 2000.
← 3. Investments exceeding the 15% cap require approval from the Reserve Bank of Zimbabwe.
← 4. 10 exchanges are Nairobi Securities Exchange, Johannesburg Stock Exchange, Egyptian Exchange, Stock Exchange of Mauritius, Bourse Regionale des Valeurs Mobilières, Nigerian Exchange Group, Bourse de Casablanca, Botswana Stock Exchange, Ghana Stock Exchange and Uganda Stock Exchange.