OECD Corporate Governance Factbook 2025: Korea
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 Korea’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.
In July 2025, the following rule changes were made by the amendment of the Commercial Act: 1) Shareholders were explicitly included in the scope of director’s duty of loyalty1, 2) Outside directors of specific listed companies will be renamed to independent directors, and its mandatory proportion will be increased from 1/4 to 1/3 of total number of directors from July 20262.
In April 2025, the Korea Fair Trade Commission issued the Notice on the Types and Criteria for Circumvention of Law by Business Groups Subject to Cross-Shareholding Restrictions, which sets out the types and criteria for determining whether it constitutes an act of circumventing law when derivatives (e.g. Total Return Swaps) are used to avoid the restrictions on loan guarantees.
In August 2025, the Commercial Act was amended to prohibit opting out of cumulative voting by amending the articles of incorporation, and to increase the minimum number of the audit committee members who must be elected separately from the other directors from one to two3.
The Enforcement Decree of the Financial Investment Services and Capital Markets Act (FISCMA) was amended in November 2024 to obligate the board of directors of a listed company to prepare a statement on the adequacy of merger consideration4, and in December 2024 to obligate listed companies holding treasury shares amounting to 5% or more of its outstanding shares to prepare the treasury shares report that shows some facts and disclose it5.
In December 2024, the Financial Services Commission publicly announced that it will grant a grace period for the enforcement of the policy that not companies but the government periodically designates external auditors6.
In May 2024, the Korea Fair Trade Commission revised the Enforcement Decree of the Monopoly Regulation and Fair Trade Act to stipulate the standards for determining the controlling person when designating a large business group7.
In January 2024, the Korea Fair Trade Commission revised the Large Business Group Financial Disclosure system to better reflect economic circumstances8.
In May 2023, the Korea Fair Trade Commission revised the Guidelines on the Provision of Undue Benefits to Related Parties9.
|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
||
|---|---|---|---|---|---|
|
Korea |
2 499 |
|
6% |
USD 1 551 bn |
82.9% |
|
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.
Note: “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
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.
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.
* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
* 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.
© OECD 2025
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← 1. The rule change took effect immediately after the promulgation of July 2025.
← 2. The amendment of the Commercial Act also inlcudes the following changes: 1) The voting power over 3% of the largest shareholders and persons acting in concert will be limited when electing or removing an audit committee member regardless of whether it is an independent director or not from July 2026, and 2) Listed companies whose asset size exceeds a specified level must hold hybrid shareholder meetings from January 2027.
← 3. The amended rules apply only to listed companies with total assets of at least KRW 2 trillion as of the end of the latest business year from September 2026.
← 4. It also required the board of directors to undergo an external evaluation on the adequacy of the consideration from a 3rd party in advance of approving the merger when merging the company with a non-affiliated one. The changes took effect immediately after the promulgation of November 2024.
← 5. The report includes the purpose of holding treasury shares and plan for disposal and retirement of it, and needs to be disclosed after approval from the board of directors. The amended FISCMA also restricts the allocation of new shares to treasury stocks that a surviving company in case of a spin-off or a disappearing company in case of a merger holds. These changes took effect immediately after the promulgation of December 2024.
← 6. The period being granted is three years, and the companies with outstanding governance in accounting and audit will benefit.
← 7. According to the revision, a legal person, rather than a natural person, may be regarded as the controlling person if strict requirements are met (e.g. the scope of the business group is the same and related parties such as relatives are excluded from management activities, investments and financial transactions).
← 8. The revised system includes three points. First, the disclosure threshold for inter-affiliate transaction volumes was raised from KRW 5 billion to KRW 10 billion, and small transactions below KRW 500 million were exempted. Second, of the 12 quarterly disclosure items, 8 items deemed less useful or covered by other disclosures were shifted to annual reporting. Third, a legal basis was established to exempt fines for minor violations of disclosure requirements.
← 9. It amends the provisions on the standards for determining the unlawfulness of illegal profit-taking and the requirements and exemptions for intra-group transactions, with detailed examples.