OECD Corporate Governance Factbook 2025: Australia
Table of contents
This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Australia’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.
The information in this document is as of 31 December 2024 unless otherwise specified.
For further details, please refer to the OECD Corporate Governance Factbook 2025.
1. Recent developments (as of 1 July 2025)
Copy link to 1. Recent developments (as of 1 July 2025)From 1 July 2025, banking, insurance and superannuation entities need to follow the Australian Prudential Regulation Authority’s (APRA) Prudential Standard (CPS 230) for operational risk management.
In September 2024, Parliament passed the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024, which introduced a crisis management regime for clearing and settlement facilities, enhanced the Australian Securities and Investment Commission (ASIC) and the Reserve Bank of Australia’s powers with respect to financial market infrastructures, as well as phase-in of new climate-related financial reporting requirements.
In November 2023, Parliament passed the Treasury Laws Amendment (2023 Measures No. 1) Act 2023, enabling multiple registrations of financial advisers, permitting ASIC to use assisted decision-making technology in regulatory decisions, and amending the ASIC Act to facilitate sustainability reporting standards.
In September 2023, Parliament passed the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 enabled technology-neutral signing and sending of company documents.
In September 2023, Parliament passed the Financial Accountability Regime Act 2023 which established a strengthened responsibility and accountability framework for banking, insurance and superannuation entities.
In September 2023, the Parliament passed the Treasury Laws Amendment (2023 Measures No. 3) Act 2023, which prohibits schemes designed to avoid credit product intervention orders.
On 1 January 2023, APRA’s “Unquestionably Strong Framework for Bank Capital” (APS 110) aligned Australian capital adequacy standards with Basel III with higher minimum buffers for banks.
2. Global markets and public equity ownership
Copy link to 2. Global markets and public equity ownership2.1. Size of the public equity market
Copy link to 2.1. Size of the public equity market|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
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|---|---|---|---|---|---|
|
Australia |
1 693 |
|
-10.7% |
USD 1 664 bn |
92.6% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
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11.3% |
USD 124 536 bn |
112.7% |
Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.
Source: OECD Capital Market Series Dataset. IMF.
2.2. Public equity ownership by investor category
Copy link to 2.2. Public equity ownership by investor category
Note: “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
2.3. Ownership concentration by market
Copy link to 2.3. Ownership concentration by market
Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
3. Corporate governance and institutional framework
Copy link to 3. Corporate governance and institutional framework3.1. Regulatory framework on corporate governance
Copy link to 3.1. Regulatory framework on corporate governance|
Main public regulator |
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The largest stock exchange |
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Main laws and regulations |
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3.2. Mechanisms for corporate governance code/principle
Copy link to 3.2. Mechanisms for corporate governance code/principle|
Code/principle |
Corporate Governance Principles and Recommendations |
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Basis for framework |
Listing rules |
Approach |
Comply or explain |
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Disclosure in annual report |
Required |
Surveillance |
Stock exchange |
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Custodians |
ASX Corporate Governance Council |
Latest code update |
2019 |
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Issuing body for national monitoring report |
- |
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The categories that the jurisdiction fits into are highlighted in blue.
The bold numbers and words indicate country-specific additional information.
The numbers within parentheses indicate the number of jurisdictions applicable to each category.
For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.
4. The rights of shareholders and key ownership functions
Copy link to 4. The rights of shareholders and key ownership functions4.1. Shareholders’ rights for the general meeting
Copy link to 4.1. Shareholders’ rights for the general meeting|
Notice period |
10-15 days (10) |
20-21 days (20) |
22-28 days (6) 28 days |
>28 days (16) |
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Shareholding threshold for placing agenda items* |
<3% (23) |
3-4 % (6) |
5% (22) 5% or 100 SHs |
>5% (6) |
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Shareholding threshold for requesting meeting* |
<3% (5) |
3-4 % (4) |
5% (28) |
>5% (20) |
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Deadline for meeting after request |
≤15 days (3) |
16-30 days (14) |
31- 90 days (26) 2 months |
No specific deadline (9) |
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Shares without voting rights with preferential right to dividends |
Allowed (34) |
Issuing share with limit (14) |
Not allowed (3) |
No provision (1) |
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Shares without voting rights and preferential rights to dividends |
Allowed (26) |
Not allowed (14) |
No provision (12) |
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Multiple classes of shares with a different no. of votes each |
Allowed (28) |
Allowed with limit (3) |
Not allowed (14) |
No provision (7) |
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Timing of disclosure of voting result after meeting |
Up to 5 days (32) Immediately |
Within 6-15 days (19) |
Others (1) |
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Provision regarding hybrid shareholder meetings |
Allowed by law/regulation/rule (47) |
Recommended by code (2) |
No provision (3) |
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Provision regarding virtual shareholder meetings |
Allowed by law/regulation/rule (42) |
Recommended by code (2) |
No provision/virtual shareholder meetings are not allowed (8) |
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* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
4.2. Related party transactions (RPTs)
Copy link to 4.2. Related party transactions (RPTs)|
Immediate disclosure |
Required (49) Required for director’s interests in company’s securities |
Not required (3) |
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Periodic disclosure |
Required (45) AASB 124 has additional requirements identified with the prefix ‘Aus’ |
Not required (7) |
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Board approval for certain RPT |
Required (45) |
Not required (7) |
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Shareholder approval for certain RPT |
Required (36) |
Not required (16) |
4.3. Takeover bid rules
Copy link to 4.3. Takeover bid rules|
Takeover bid approach* |
Ex-ante (9) |
Ex-post (42) |
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Threshold for mandatory takeover bid* |
<30% (12) |
30-33% (24) |
33-50% (8) |
>50% (2) |
Control over the board and others (5) |
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Minimum bidding price (price paid by offeror) *,** |
Highest in 3-4 months (3) |
Highest in 6 months (14) |
Highest in 12 months (19) |
Other requirement (8) |
No requirement (11) |
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Minimum bidding price (market price) *,** |
Average in 1-3 months (6) |
Average in 6 months (9) |
Average in 12 months (2) |
Other requirement (11) |
No requirement (29) |
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
4.4. Stewardship and fiduciary responsibilities
Copy link to 4.4. Stewardship and fiduciary responsibilities|
National frameworks |
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Institutional investors |
Disclosure on voting policies |
Law/regulation/rule (23) |
Both (Law/regulation/rule and code) (11)* |
Code (4) |
Code and industry association requirement (1) |
Industry association requirement (1) |
Comply or explain (6) |
No provision (6) |
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Policy of conflicts of interest |
Law/regulation/rule (28) |
Both (Law/regulation/rule and code) (14)* |
Code (3) |
Industry association requirement (2) |
Comply or explain (4) |
No provision (1) |
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Disclosure on conflicts of interest |
Law/regulation/rule (19) |
Both (Law/regulation/rule and code) (12)* |
Code (1) |
Industry association requirement (1) |
Comply or explain (6) |
No provision (13) |
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Constructive engagement |
Law/regulation/rule (15) |
Both (Law/regulation/rule and code) (4) |
Code (4) |
Industry association requirement (2) |
Comply or explain (5) |
No provision (22) |
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Proxy advisors |
Disclosure on voting policies |
Law/regulation/rule (16) |
Both (Law/regulation/rule and code) (2) |
Code (3) |
Comply or explain (3) |
No provision (28) |
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Policy of conflicts of interest |
Law/regulation/rule (20) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (25) |
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Disclosure on conflicts of interest |
Law/regulation/rule (20) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (25) |
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* Jurisdictions that have both law/regulation/rule and industry association requirements are also included in this category.
4.5. Company groups
Copy link to 4.5. Company groups|
Disclosure on beneficial owners |
Mandatory to public (38) |
Mandatory to the regulator only (7) |
Mandatory to the regulator and voluntary to public (4) |
Voluntary to public (1) |
Absence of mandatory/voluntary disclosure provisions (2) |
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Disclosure on shareholder agreements |
Mandatory to public (39) |
Mandatory to the regulator only (2) |
Absence of mandatory/voluntary disclosure provisions (11) |
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Disclosure on cross shareholdings |
Mandatory to public (24) |
Mandatory to the regulator only (2) |
Voluntary to public (1) |
Absence of mandatory/voluntary disclosure provisions (25) |
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5. The board of directors
Copy link to 5. The board of directors5.1. Basic board structures and independence
Copy link to 5.1. Basic board structures and independence|
Board structure |
One-tier system (24) |
Optional for one-tier and two-tier system (18) |
Two-tier system (7) |
Multiple options with hybrid system (3) |
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Separation of CEO and board chair |
Separation is required (14) |
Separation is recommended (16) |
Incentive mechanism (2) |
Not required/ recommended (10) |
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Appointment of independent directors |
Regulation* |
1 person (4) |
2-3 persons (12) |
20-30% (4) |
33% (9) |
≥50% (6) |
Not applicable (22) |
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Code* |
1 person (1) |
2-3 persons (5) |
20-30% (1) |
33% (8) |
≥50% (20) |
Not applicable (22) |
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* Some jurisdictions belong to multiple categories.
5.2. Board-level committees
Copy link to 5.2. Board-level committees|
Setting audit committee (AC) |
Law/regulation/rule (45) |
Code (7) |
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Setting nomination committee (NC) |
Law/regulation/rule (12) |
Code (32) |
No provision (8) |
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Setting remuneration committee (RC) |
Law/regulation/rule (16) |
Code (29) |
No provision (7) |
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AC member independence |
Regulation |
1-3 persons (7) |
Majority (22) |
100% (9) |
Not applicable (14) |
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Code |
1-3 persons (1) |
Majority (10) |
100% (2) |
Not applicable (39) |
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NC member independence |
Regulation |
1-3 persons (3) |
Majority (7) |
100% (2) |
Not applicable (40) |
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Code |
1-3 persons (2) |
Majority (20) |
100% (2) |
Not applicable (28) |
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RC member independence |
Regulation |
1-3 persons (3) |
Majority (10) |
100% (2) |
Not applicable (37) |
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Code |
1-3 persons (2) |
Majority (13) |
100% (10) |
Not applicable (27) |
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Risk management role of AC |
Law/regulation/rule (27) |
Code (15) |
No provision (10) |
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5.3. Auditor independence, accountability and oversight
Copy link to 5.3. Auditor independence, accountability and oversight|
Professional auditor bodies |
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Public oversight body |
Australian Securities and Investments Commission (ASIC) |
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Approval of external auditor by shareholders |
Law/regulation (47) |
No provision (5) |
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Recommendation or nomination of auditor by AC |
Law/regulation/rule (46) |
Code (5) |
No provision (1) |
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Reviewing the auditor’s scope by AC |
Law/regulation/rule (41) |
Code (8) |
No provision (3) |
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5.4. Board nomination and election
Copy link to 5.4. Board nomination and election|
Majority voting |
Required (42) |
Not required (10) |
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Qualification for board candidates |
Law/regulation/rule (11) |
Both law/regulation/rule and code (5) |
Code (22) |
No provision (14) |
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Info to shareholders on candidates’ qualifications |
Law/regulation/rule (26) |
Both law/regulation/rule and code (6) |
Code (14) |
No provision (6) |
5.5. Board and key executive remuneration
Copy link to 5.5. Board and key executive remuneration|
Criteria on structure of board remuneration |
Required (28) |
Recommended (23) |
No provision (1) |
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Long-term incentive for board |
Law/regulation/rule (18) |
Code (17) |
No provision (17) |
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Shareholder approval on remuneration policy |
Binding, vote required (28) |
Binding, vote recommended (1) |
Advisory, vote required (10) |
Advisory, vote recommended (3) |
Choice between approval or articles of association (4) |
No provision (6) |
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Shareholder approval of level of remuneration |
Binding, vote required (28) |
Binding, vote recommended (1) |
Advisory, vote required (14) |
Advisory, vote recommended (2) |
Choice between approval or articles of association (3) |
No provision (4) |
5.6. Gender composition on boards and in senior management
Copy link to 5.6. Gender composition on boards and in senior management|
Women’s participation in 2024 |
Boards of directors |
41.6% |
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Managerial positions |
41.7% |
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Gender diversity on boards |
Quota |
- |
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Target |
The ASX Corporate Governance Principles and Recommendations recommend that each company set its own numerical target. |
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Disclosure on gender composition of boards |
Law/regulation/rule (34) |
Code (4) |
No provision (14) |
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6. Corporate sustainability
Copy link to 6. Corporate sustainability6.1. Sustainability-related disclosure
Copy link to 6.1. Sustainability-related disclosure|
Key resources |
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Sustainability disclosure |
Law/regulation (41) |
Listing rules (6) |
Code (4) |
Relevant provision without specific requirement or recommendation (1) |
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Disclosure standards |
IFRS Sustainability Standards (9) |
European Sustainability Reporting Standards (24) |
Other international standards (4) |
Other local standards (6) |
No provision (9) |
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Primary users |
Investors (9) |
Multiple Stakeholders (33) |
No provision (10) |
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Sustainability matters |
All material sustainability matters (44) |
Only climate-related matters (2) |
No provision (6) |
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6.2. Sustainability governance
Copy link to 6.2. Sustainability governance|
Board responsibilities for sustainability |
Law/regulation (20) |
Listing rules (5) |
Code (12) |
No provision (15) |
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Key resources |
- |
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6.3. ESG rating agencies and index providers
Copy link to 6.3. ESG rating agencies and index providers|
ESG rating and index providers* |
Framework for ESG ratings (32) |
Framework for index providers (31) |
No provision (17) |
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Disclosure of methodologies |
Law/regulation (29) |
Code (4) |
No provision (19) |
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Disclosure of management of conflicts of interest policy |
Law/regulation (30) |
Code (4) |
No provision (18) |
* Some jurisdictions belong to multiple categories.
6.4. Sustainability-related assurance
Copy link to 6.4. Sustainability-related assurance|
Framework |
Law/regulation (31) |
Code (1) |
Public consultation/ active consideration (9) |
No provision or consultation (11) |
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Assurance service providers* |
Statutory auditors (21) |
Service providers with accreditation by a public organisation (11) |
Other service providers (3) |
No provision (1) |
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Level of assurance* |
Limited assurance currently or planned (33) |
Reasonable assurance currently or planned (6) |
No provision (2) |
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Key resources |
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* Some jurisdictions belong to multiple categories.
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