OECD Corporate Governance Factbook 2025: Ireland

Table of contents

• Recent developments (as of September 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

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 Ireland’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 September 2025)

• In September 2024, Ireland’s first corporate governance code, the Irish Corporate Governance Code 2024 was published. It applies to Irish companies with a primary equity listing on Euronext Dublin for FYs beginning 1 January 2025. It contains principles and “comply or explain” provisions and is based on the UK code, adapted for the Irish market and legal environment including the broader EU regulatory regime. Euronext Dublin is responsible for monitoring compliance and updating it.

• In May 2025, the Gender Balance on Boards Directive (EU) 2022/2381 was implemented by means of the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025.

• The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 has enhanced the legislative framework in the areas of governance, administration, insolvency, enforcement and supervision. In November 2024, most of its provisions came into effect including provisions for virtual and hybrid meetings. Provisions amending the audit exemption regime came into effect in July 2025 and the remaining provisions are expected to come into effect in 2026.

• New simplified Listing Rules (Euronext Dublin Rule Book II) came into effect in January 2025 for the regulated market in Euronext Dublin, removing requirements relating to: significant transactions; shareholder approval of employee share schemes and long-term incentive plans; certain ongoing disclosure obligations; and related party transactions (RPTs). Statutory provisions on RPTs in the Companies Act, 2014 remain.

• In July 2024, the Corporate Sustainability Reporting Directive (EU) 2022/2464 was transposed into Irish law by way of the European Union (Corporate Sustainability Reporting) Regulations 2024. The European Union (Corporate Sustainability Reporting) Regulations 2025 subsequently gave effect to Directive (EU) 2025/794 (the ‘Stop the Clock’ Directive) which postpones by two years their reporting requirements on ‘Wave 2’ and ‘Wave 3’ companies.

• The Department of Enterprise, Tourism and Employment over the summer of 2025 consulted on the transposition of Directive (EU) 2024/2810) on multiple-vote share structures which must be transposed by 4 December 2026.

2. Global markets and public equity ownership

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
Ireland	19		-17.4%	USD 83 bn	14.3%
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

Source: OECD Capital Market Series Dataset.

2. 2.3. Ownership concentration by market

Source: OECD Capital Market Series Dataset.

3. Corporate governance and institutional framework

3.1. Regulatory framework on corporate governance

Main public regulator	Central Bank of Ireland, Corporate Enforcement Authority
The largest stock exchange	Euronext Dublin managed by Euronext, a joint stock company
Main laws and regulations	Companies Act Securities Markets Regulations Funds Regulation Regulations Listing Rules

3.2. Mechanisms for corporate governance code/principle

Code/principle	Irish Corporate Governance Code
Basis for framework	Listing rule	Approach	Comply or explain
Disclosure in annual report	Required	Surveillance	Stock exchange
Custodians	Euronext Dublin	Latest code update	2024
Issuing body for national monitoring report	Euronext Dublin

• 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

4.1. Shareholders’ rights for the general meeting

Notice period	10-15 days (10)	20-21 days (20) 21 days	22-28 days (6)	>28 days (16)
Shareholding threshold for placing agenda items*	<3% (23)	3-4 % (6) 3%	5% (22)	>5% (6)
Shareholding threshold for requesting meeting*	<3% (5)	3-4 % (4)	5% (28)	>5% (20)
Deadline for meeting after request	≤15 days (3)	16-30 days (14)	31- 90 days (26) 2 months	No specific deadline (9)
Shares without voting rights with preferential right to dividends	Allowed (34)	Issuing share with limit (14)	Not allowed (3)		No provision (1)
Shares without voting rights and preferential rights to dividends	Allowed (26)		Not allowed (14)		No provision (12)
Multiple classes of shares with a different no. of votes each	Allowed (28)	Allowed with limit (3)	Not allowed (14)		No provision (7)
Timing of disclosure of voting result after meeting	Up to 5 days (32)	Within 6-15 days (19) 15 days	Others (1)
Provision regarding hybrid shareholder meetings	Allowed by law/regulation/rule (47)	Recommended by code (2)	No provision (3)
Provision regarding virtual shareholder meetings	Allowed by law/regulation/rule (42)	Recommended by code (2)	No provision/virtual shareholder meetings are not allowed (8)

* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.

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

Takeover bid approach*	Ex-ante (9)		Ex-post (42)
Threshold for mandatory takeover bid*	<30% (12)	30-33% (24) 30%	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.

** Some jurisdictions belong to multiple categories.

4.4. Stewardship and fiduciary responsibilities

National frameworks

Funds Regulation Companies Act 2014, Part 17 Chapter 8b

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)

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)

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)

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)

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)

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)

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)

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)
Disclosure on shareholder agreements	Mandatory to public (39)			Mandatory to the regulator only (2)			Absence of mandatory/voluntary disclosure provisions (11)
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)

5. The board of directors

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)
Separation of CEO and board chair		Separation is required (14)	Separation is recommended (16)	Incentive mechanism (2)	Not required/ recommended (10)
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

Setting audit committee (AC)		Law/regulation/rule (45)			Code (7)
Setting nomination committee (NC)		Law/regulation/rule (12)		Code (32)			No provision (8)
Setting remuneration committee (RC)		Law/regulation/rule (16)		Code (29)			No provision (7)
AC member independence	Regulation	1-3 persons (7)	Majority (22)			100% (9)		Not applicable (14)
	Code	1-3 persons (1)	Majority (10)			100% (2)		Not applicable (39)
NC member independence	Regulation	1-3 persons (3)	Majority (7)			100% (2)		Not applicable (40)
	Code	1-3 persons (2)	Majority (20)			100% (2)		Not applicable (28)
RC member independence	Regulation	1-3 persons (3)	Majority (10)			100% (2)		Not applicable (37)
	Code	1-3 persons (2)	Majority (13)			100% (10)		Not applicable (27)
Risk management role of AC		Law/regulation/rule (27)		Code (15)			No provision (10)

5.3. Auditor independence, accountability and oversight

Professional auditor bodies	Recognised Accountancy Bodies (RABs)
Public oversight body	Irish Auditing and Accounting Supervisory Authority (IAASA)
Approval of external auditor by shareholders	Law/regulation (47)		No provision (5)
Recommendation or nomination of auditor by AC	Law/regulation/rule (46)	Code (5)		No provision (1)
Reviewing the auditor’s scope by AC	Law/regulation/rule (41)	Code (8)		No provision (3)

5.4. Board nomination and election

Majority voting	Required (42)		Not required (10)
Qualification for board candidates	Law/regulation/rule (11)	Both law/regulation/rule and code (5)	Code (22)	No provision (14)
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

Criteria on structure of board remuneration	Required (28)		Recommended (23)		No provision (1)
Long-term incentive for board	Law/regulation/rule (18)		Code (17)		No provision (17)
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

Women’s participation in 2024	Boards of directors	40.1%
	Managerial positions	39.4%
Gender diversity on boards	Quota	-
	Target	40% for SOEs
Disclosure on gender composition of boards		Law/regulation/rule (34)	Code (4)	No provision (14)

6. Corporate sustainability

6.1. Sustainability-related disclosure

Key resources	Corporate Sustainability Reporting Regulations 2024 (CSRD transposed)
Sustainability disclosure	Law/regulation (41)		Listing rules (6)			Code (4)		Relevant provision without specific requirement or recommendation (1)
Disclosure standards	IFRS Sustainability Standards (9)	European Sustainability Reporting Standards (24)			Other international standards (4)		Other local standards (6)		No provision (9)
Primary users	Investors (9)			Multiple Stakeholders (33)				No provision (10)
Sustainability matters	All material sustainability matters (44)			Only climate-related matters (2)				No provision (6)

6.2. Sustainability governance

Board responsibilities for sustainability	Law/regulation (20)	Listing rules (5)	Code (12)	No provision (15)
Key resources	Companies Act 2014, S.1590

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

Framework	Law/regulation (31)		Code (1)			Public consultation/ active consideration (9)	No provision or consultation (11)
Assurance service providers*	Statutory auditors (21)	Service providers with accreditation by a public organisation (11)		Other service providers (3)	No provision (1)
Level of assurance*	Limited assurance currently or planned (33)	Reasonable assurance currently or planned (6)		No provision (2)
Key resources	Corporate Sustainability Reporting Regulations 2024 (amending Companies Act 2014)

* Some jurisdictions belong to multiple categories.

Notes

← 1. Note: “World” covers 98 jurisdictions.

← 2. 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.