OECD Corporate Governance Factbook 2025: Costa Rica
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 Costa Rica’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 November 2025)
Copy link to 1. Recent developments (as of November 2025)In December 2023, Consejo Nacional de Supervisión del Sistema Financiero (CONASSIF) updated the requirements for financial reporting by supervised entities to align the treatment applied to financial intermediaries regarding assets and securities recovered from credit collections, ensuring compliance with International Financial Reporting Standards (IFRS 5: Non-current Assets Held for Sale and Discontinued Operations). (Acuerdo CONASSIF 6-18)
In June 2024, the Superintendencia General de Valores (SUGEVAL) assessed the initial implementation of suitability and performance policies for board members and senior management in the securities sector. These policies were required by CONASSIF regulations issued in May 2022 (Acuerdo CONASSIF 15-22), which included a two-year gradual implementation.
In July 2024, CONASSIF updated regulations on Information Technology management. It strengthens information security and cybersecurity, establishes a robust incident management framework, and reinforces governance responsibilities for boards, senior management, and control bodies regarding IT security and operational resilience. (Acuerdo CONASSIF 5-24)
In August 2024, Costa Rica’s Sustainable Finance Taxonomy was launched. It was developed under the leadership of public organisations with international support1. (Taxonomía)
In October 2024, The Ministry of Finance launched the “Programa de Creadores de Mercado” (Market Makers Program), aimed at improving liquidity in the public debt market, increasing price transparency, and facilitating efficient government financing. This initiative required regulatory reforms on public securities offerings, custody services, and settlement processes, issued by CONASSIF and SUGEVAL, as well as changes to the rules of the Bolsa Nacional de Valores (Costa Rican stock exchange). (Reglas Creadores de Mercado)
In September 2025, SUGEVAL updated investment fund regulations, improving governance structures for Investment Fund Management Companies by introducing incompatibility rules for Investment Committee members to prevent conflicts of interest. (Acuerdo SUGEVAL 8-09)
CONASSIF will update financial reporting requirements for supervised entities by the end of 2025 to comply with IFRS. SUGEVAL will also revise issuer authorisation rules to prevent criminals or their associates from holding a significant or controlling interest, or holding a key management function in an issuer, reinforcing Costa Rica’s commitment to FATF recommendations.
2. Corporate governance and institutional framework
Copy link to 2. Corporate governance and institutional framework2.1. Regulatory framework on corporate governance
Copy link to 2.1. Regulatory framework on corporate governance|
Main public regulator |
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The largest stock exchange |
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Main laws and regulations |
2.2. Mechanisms for corporate governance code/principle
Copy link to 2.2. Mechanisms for corporate governance code/principle|
Code/principle |
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Basis for framework |
Law or regulation |
Approach |
Binding & Comply or explain |
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Disclosure in annual report |
Required |
Surveillance |
Securities regulator |
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Custodians |
National Council of Supervision of the Financial System (CONASSIF) |
Latest code update |
2017 |
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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.
3. The rights of shareholders and key ownership functions
Copy link to 3. The rights of shareholders and key ownership functions3.1. Shareholders’ rights for the general meeting
Copy link to 3.1. Shareholders’ rights for the general meeting|
Notice period |
10-15 days (9) 15 days |
20-21 days (20) |
22-28 days (6) |
>28 days (16) |
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Shareholding threshold for placing agenda items* |
<3% (23) |
3-4 % (7) |
5% (22) |
>5% (6) 25% |
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Shareholding threshold for requesting meeting* |
<3% (4) |
3-4 % (5) |
5% (28) |
>5% (20) 25% |
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Deadline for meeting after request |
≤15 days (4) |
16-30 days (14) 30 days |
31- 90 days (25) |
No specific deadline (9) |
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Shares without voting rights with preferential right to dividends |
Allowed (33) |
Issuing share with limit (14) |
Not allowed (5) |
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 (26) |
Allowed with limit (4) |
Not allowed (22) |
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 (41) |
Recommended by code (2) |
No provision/virtual shareholder meetings are not allowed (6) |
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* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
3.2. Related party transactions (RPTs)
Copy link to 3.2. Related party transactions (RPTs)|
Immediate disclosure |
Required (49) |
Not required (3) |
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Periodic disclosure |
Required (45) |
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) |
3.3. Takeover bid rules
Copy link to 3.3. Takeover bid rules|
Takeover bid approach* |
Ex-ante (9) |
Ex-post (37) |
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Threshold for mandatory takeover bid* |
<30% (12) 25% |
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 (8) |
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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 (24) |
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
*** Price fixed by an appraiser firm just for delisting takeover bids.
3.4. Stewardship and fiduciary responsibilities
Copy link to 3.4. 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) (1) |
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 (15) |
Both (Law/regulation/rule and code) (2) |
Code (3) |
Comply or explain (3) |
No provision (29) |
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Policy of conflicts of interest |
Law/regulation/rule (13) |
Both (Law/regulation/rule and code) (3) |
Code (2) |
Comply or explain (3) |
No provision (31) |
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Disclosure on conflicts of interest |
Law/regulation/rule (19) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (26) |
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3.5. Company groups
Copy link to 3.5. 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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4. The board of directors
Copy link to 4. The board of directors4.1. Basic board structures and independence
Copy link to 4.1. Basic board structures and independence|
Board structure |
One-tier system (23) |
Optional for one-tier and two-tier system (19) |
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 (15) |
Incentive mechanism (2) |
Not required/ recommended (11) |
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Appointment of independent directors |
Regulation* |
1 person (3) |
2-3 persons (12) |
20-30% (3) |
33% (8) |
≥50% (6) |
Not applicable (17) |
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Code* |
1 person (1) |
2-3 persons (5) |
20-30% (1) |
33% (8) |
≥50% (20) |
Not applicable (20) |
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* Some jurisdictions belong to multiple categories.
4.2. Board-level committees
Copy link to 4.2. 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 (21) |
100% (9) |
Not applicable (15) |
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Code |
1-3 persons (1) |
Majority (11) |
100% (2) |
Not applicable (38) |
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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 (26) |
Code (15) |
No provision (11) |
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4.3. Auditor independence, accountability and oversight
Copy link to 4.3. Auditor independence, accountability and oversight|
Professional auditor bodies |
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Public oversight body |
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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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4.4. Board nomination and election
Copy link to 4.4. Board nomination and election|
Majority voting |
Required (41) |
Not required (11) |
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Qualification for board candidates |
Law/regulation/rule (12) |
Both law/regulation/rule and code (5) |
Code (21) |
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) |
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4.5. Board and key executive remuneration
Copy link to 4.5. Board and key executive remuneration|
Criteria on structure of board remuneration |
Required (27) |
Recommended (23) |
No provision (2) |
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Long-term incentive for board |
Law/regulation/rule (16) |
Code (18) |
No provision (18) |
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Shareholder approval on remuneration policy |
Binding, vote required (27) |
Binding, vote recommended (1) |
Advisory, vote required (10) |
Advisory, vote recommended (2) |
Choice between approval or articles of association (5) |
No provision (7) |
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Shareholder approval of level of remuneration |
Binding, vote required (27) |
Binding, vote recommended (1) |
Advisory, vote required (13) |
Advisory, vote recommended (2) |
Choice between approval or articles of association (4) |
No provision (5) |
4.6. Gender composition on boards and in senior management
Copy link to 4.6. Gender composition on boards and in senior management|
Women’s participation in 2024 |
Boards of directors |
12.5% |
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Managerial positions |
49.1% |
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Gender diversity on boards |
Quota |
50% for SOEs |
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Target |
- |
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Disclosure on gender composition of boards |
Law/regulation/rule (35) |
Code (4) |
No provision (13) |
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5. Corporate sustainability
Copy link to 5. Corporate sustainability5.1. Sustainability-related disclosure
Copy link to 5.1. Sustainability-related disclosure|
Key resources |
Guidelines to disclose ESG information for issuing companies |
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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 (10) |
European Sustainability Reporting Standards (24) |
Other international standards (4) |
Other local standards (5) |
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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5.2. Sustainability governance
Copy link to 5.2. 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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5.3. ESG rating agencies and index providers
Copy link to 5.3. ESG rating agencies and index providers|
ESG rating and index providers* |
Framework for ESG ratings (32) |
Framework for index providers (30) |
No provision (18) |
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Disclosure of methodologies |
Law/regulation (28) |
Code (4) |
No provision (20) |
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Disclosure of management of conflicts of interest policy |
Law/regulation (29) |
Code (4) |
No provision (19) |
* Some jurisdictions belong to multiple categories.
5.4. Sustainability-related assurance
Copy link to 5.4. Sustainability-related assurance|
Framework |
Law/regulation (30) |
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 |
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Level of assurance* |
Limited assurance currently or planned (32) |
Reasonable assurance currently or planned (7) |
No provision |
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Key resources |
- |
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* Some jurisdictions belong to multiple categories.
This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the Member countries of the OECD.
This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
The full book is available in English: OECD (2025), OECD Corporate Governance Factbook 2025, OECD Publishing, Paris, https://doi.org/10.1787/f4f43735-en.
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Note
Copy link to Note← 1. The Ministry of Environment and Energy (MINAE), Ministry of Finance, Central Bank and the four financial sector superintendencies (SUGEF, SUGEVAL, SUPEN, SUGESE) took the leadership. Technical development was coordinated by the United Nations Environment Programme Finance Initiative (UNEP FI), with funding from the Green Climate Fund and the EU’s Euroclima Programme.
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