- Recent developments (as of 1 November 2025)
- Global markets and public equity ownership 2.2. Public equity ownership by investor category 2.3. Ownership concentration by market
- Corporate governance and institutional framework
- The rights of shareholders and key ownership functions
- The board of directors
- Corporate sustainability
OECD Corporate Governance Factbook 2025: Estonia
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 Estonia’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 November 2025)
Copy link to 1. Recent developments (as of 1 November 2025)In 2024, the amendment to Securities Market Act was adopted, which raised the threshold of total consideration of offer of the securities for publishing a prospectus from EUR 5 million to EUR 8 million calculated in a one-year period of the offer. This harmonised the prospectus publishing threshold between three Baltic States (Estonia, Latvia, Lithuania) at the level of EUR 8 million.
In May 2024, the regulation by Minister of Finance was adopted, including the requirements for the information document for offers of securities below the threshold of EUR 8 million. The mentioned information document requirements are now also harmonised between the three Baltic States.
In December 2024, the amendments to Accounting Act were adopted, providing a framework for sustainability reporting for companies (both listed and non-listed). The amendments were transposing the EU Corporate Sustainability Reporting Directive (CSRD). As a result of simplification exercise at the EU level, sustainability reporting obligations for certain companies were postponed by two years with amendments to Accounting Act adopted in June 2025.
In March 2025, it was decided that state-owned enterprise Eesti Energia (Estonian Energy) shall make a voluntary takeover offer to the small shareholders of Enefit Green at a price higher than the market price in order to bring Enefit Green back to the 100% ownership of Eesti Energia. The takeover was finalised in May 2025.
In May 2025, the amendments to the Securities Market Act were adopted, introducing measures to improve gender balance among directors of listed companies. Amendments are connected to transposing the relevant European Parliament and Council directive (EU) 2022/2381.
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 |
||
|---|---|---|---|---|---|
|
Estonia |
27 |
|
42.1% |
USD 5 bn |
11.8% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
|
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. 2.2. Public equity ownership by investor category
Copy link to 2. 2.2. Public equity ownership by investor category
Source: OECD Capital Market Series Dataset.
2. 2.3. Ownership concentration by market
Copy link to 2. 2.3. Ownership concentration by market
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 |
Estonian Financial Supervision and Resolution Authority (EFSA) |
|
The largest stock exchange |
Nasdaq Tallinn AS, managed by Nordic LTD, a joint stock company |
|
Main laws and regulations |
3.2. Mechanisms for corporate governance code/principle
Copy link to 3.2. Mechanisms for corporate governance code/principle|
Code/principle |
|||
|
Basis for framework |
Law or regulation |
Approach |
Comply or explain |
|
Disclosure in annual report |
Required |
Surveillance |
Securities regulator, Stock exchange & Private |
|
Custodians |
Estonian Financial Supervision and Resolution Authority (EFSA) |
Latest code update |
2006 |
|
Issuing body for national monitoring report |
EFSA |
||
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) 3 weeks |
22-28 days (6) |
>28 days (16) |
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Shareholding threshold for placing agenda items* |
<3% (23) |
3-4 % (6) |
5% (22) |
>5% (6) 10% |
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Shareholding threshold for requesting meeting* |
<3% (5) |
3-4 % (4) |
5% (28) |
>5% (20) 10% |
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Deadline for meeting after request |
≤15 days (3) |
16-30 days (14) 1 month |
31- 90 days (26) |
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) |
Within 6-15 days (19) 7 days |
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) |
Not required (3) |
|
Periodic disclosure |
Required (45) |
Not required (7) |
|
Board approval for certain RPT |
Required (45) |
Not required (7) |
|
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)** |
|
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) |
|
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.
** In addition to control over the board, the acquisition of 50% of the voting rights also triggers a takeover bid.
*** Some jurisdictions belong to multiple categories.
4.4. Stewardship and fiduciary responsibilities
Copy link to 4.4. Stewardship and fiduciary responsibilities|
National frameworks |
|
||||||||||||||||
|
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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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) |
|
Code* |
1 person (1) |
2-3 persons (5) |
20-30% (1) |
33% (8) |
≥50% (20) |
Not applicable (22) |
|
* 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 |
|
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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) |
|
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) |
|
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 |
14.7% |
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|
Managerial positions |
39.7% |
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Gender diversity on boards |
Quota |
- |
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Target |
- |
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Disclosure on gender composition of boards |
Law/regulation/rule (34) |
Code (4) |
No provision (14) |
|
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) |
|
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) |
|
Disclosure of methodologies |
Law/regulation (29) |
Code (4) |
No provision (19) |
|
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.
Notes
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