The quality of the institutional, legal and regulatory framework is an important foundation for implementing the G20/OECD Principles. Chapter 2 provides insights on the legal and regulatory framework for corporate governance, revealing the frequency of legislative reforms, continued relevance of national corporate governance codes or equivalent instruments, and their monitoring as complementary mechanisms. Legal and regulatory frameworks should be coupled with strong and independent institutional oversight to ensure effective supervision and enforcement that market participants can rely on. The chapter also offers information on the lead regulatory institution for corporate governance of listed companies in each jurisdiction, and on mechanisms to ensure their independence.
2. The corporate governance and institutional framework
Copy link to 2. The corporate governance and institutional frameworkAbstract
Infographic 2.1. Key facts and figures on the corporate governance and institutional framework
Copy link to Infographic 2.1. Key facts and figures on the corporate governance and institutional framework
2.1. The legal and regulatory framework for corporate governance
Copy link to 2.1. The legal and regulatory framework for corporate governanceCorporate governance frameworks continue to adapt to a changing environment. During 2023-24, nearly two-thirds of Factbook jurisdictions amended their company law and/or securities law. Over one‑third of Factbook jurisdictions updated their national corporate governance codes or equivalent instruments. The balance between formal regulation and a “comply or explain” approach in the corporate governance framework varies across jurisdictions.
Traditionally, Factbook jurisdictions have used different combinations of laws, regulatory instruments, codes and principles to inform oversight of corporate governance matters. In all jurisdictions, the corporate governance framework is set forth by company laws and securities or capital markets laws. Generally, company laws detail the default option for corporate structures, while securities and capital markets laws detail binding requirements for listed companies, contributing to regulators’ enforceability of shareholder protection. In most jurisdictions, the corporate governance framework is complemented by additional binding regulations, often included in listing rules issued by the stock exchange or specific regulations issued by the main public regulator for corporate governance (Table 2.1).
Almost all Factbook jurisdictions have a national corporate governance code or equivalent instrument for corporate governance principles and recommendations. These complementary mechanisms provide publicly traded companies with the flexibility to develop and improve fit-for-purpose practices, particularly for emerging corporate governance issues.
Over 80% of the Factbook jurisdictions have a corporate governance code that follows a non-binding soft law “comply or explain” or similar approach. Some of these countries, including Argentina, Malaysia and South Africa, have opted for specific variations of the “comply or explain” approach (see Box 2.1 for more examples).
Conversely, 18% of countries have either binding or partly binding instruments, which has remained on par since 2022. Six jurisdictions (Costa Rica, Hong Kong (China), Israel, Mexico, Saudi Arabia, Türkiye) have opted for a mixed system of binding and voluntary measures (Figure 2.1).
Figure 2.1. Implementing mechanisms for corporate governance codes and regulations
Copy link to Figure 2.1. Implementing mechanisms for corporate governance codes and regulations
Note: Based on 52 jurisdictions. See Table 2.2 for data. Due to rounding, the total is 101%. Non-binding approaches fall within the “Non-binding (Comply or explain & others)” category, including those named “Apply or explain”, “Apply or explain an alternative”, “Apply and explain” and “Apply or not, and explain”.
Only three countries adopt a legally binding approach. India and the United States rely upon their laws, regulations and listing rules as their legal corporate governance framework. China has adopted a binding corporate governance code.
Box 2.1. Variations on “comply or explain” reporting on corporate governance codes
Copy link to Box 2.1. Variations on “comply or explain” reporting on corporate governance codesA few countries have developed systems for promoting implementation of national corporate governance codes that do not strictly follow the “comply or explain” approach but are also categorised as non-binding soft law approaches.
In Argentina, the Corporate Governance Code follows an “apply or not, explain” approach to recognise heterogeneity within industries and across companies. Companies that decide to omit a recommendation may still be in compliance with the Code as long as the justification for the omission is aligned with the principles of the Code.
In Costa Rica, it is mandatory for listed companies to implement the National Council of Supervision of the Financial System (CONASSIF) Corporate Governance Regulation based on a “comply and explain” rule. This has some flexibility, unlike the more common model followed in other countries under which the company may simply choose not to comply but must explain why. While complying with the Code is considered mandatory, companies may also apply the principle of proportionality, meaning that a company may justify not implementing certain provisions due to its circumstances. Listed companies are nevertheless mandated under the Code to establish and disclose their own codes and additional information.
In Saudi Arabia, the Capital Market Authority’s Corporate Governance Regulations are binding by default for all companies listed on the Main Market, except when provisions clarify that they represent guiding provisions. In addition, the regulations specify that there are some mandatory provisions for companies on the Parallel Market.
South Africa’s King IV Report on Corporate Governance (King IV Code) adopted by the Institute of Directors in South Africa represents a set of recommendations and best practices in line with the soft law approach, but it has an application regime named “apply and explain”. While the Code’s principles are described as voluntary, companies are expected to apply the principles and provide an explanation of the practices implemented, explaining how they support the application of the principles.
In Malaysia, the Malaysian Code on Corporate Governance follows an alternative application method named “apply or explain an alternative”, according to which companies that are not applying the practices prescribed by the Code must provide an explanation for the departure and disclose an alternative practice that meets the intended outcome of the principles of the Code.
National corporate governance codes or equivalent instruments are updated regularly. During 2023-24, one-third of Factbook jurisdictions updated their codes (Table 2.3). More than two-thirds revised their code or equivalent instrument between 2020-24.
In most jurisdictions, national authorities and/or stock exchanges have taken the lead in establishing or revising corporate governance codes. In some of these jurisdictions, codes are devised and updated by a group of institutions representing different market segments, such as the ASX Corporate Governance Council in Australia, or by both public and private actors, such as the Corporate Governance Advisory Board in Latvia, which is managed by the Ministry of Justice and includes corporate governance experts from the public and private sectors.
The most common approach adopted for overseeing corporate governance codes by Factbook jurisdictions is a mixed public-private sector model. This involves either joint oversight exercised by national authorities together with a mix of private sector groups (25%) or of national authorities and stock exchanges (8%). National authorities have played a growing role as the formal and sole custodian of codes and their updates, increasing from 17% to 23% of jurisdictions between 2015-24.
Stock exchanges and private associations also play an important role as the sole custodian in 21% and 23% of Factbook jurisdictions respectively (Figure 2.2). For example, in Hungary, the Corporate Governance Committee is an advisory committee of the Budapest Stock Exchange (BSE). Members of the Committee include representatives of issuers, regulatory authorities and the stock exchange, as well as independent market experts and lawyers appointed by the BSE’s board of directors.
Figure 2.2. Custodians of corporate governance codes
Copy link to Figure 2.2. Custodians of corporate governance codes2.1.1. Aggregate reporting on compliance with national codes
To support effective disclosure and implementation of non-binding “comply or explain” corporate governance codes, 73% of Factbook jurisdictions publish a national report on compliance with the code, a notable increase from 2014 when 59% of jurisdictions published such reports.
The G20/OECD Principles of Corporate Governance highlight the importance of clear definitions in terms of coverage, implementation, compliance and sanctions of corporate governance codes to strengthen their effectiveness for companies. Forty-two percent of jurisdictions publish a national report on corporate governance every year. Responsibility for publishing such reports is split between governmental authorities, stock exchanges, and private sector or stakeholder groups.
Figure 2.3. Frequency of publication of national corporate governance reports
Copy link to Figure 2.3. Frequency of publication of national corporate governance reports
Note: Based on 47 reporting institutions in 38 jurisdictions. See Table 2.4 for data.
Among Factbook jurisdictions, 47 institutions (in 38 jurisdictions) issue a national report reviewing listed companies’ adherence to the corporate governance code in the domestic market. The report is published by more than one institution in nine countries (Belgium, Canada, Denmark, France, Italy, Lithuania, Mexico, Portugal, Slovenia). Sixty percent of institutions issue national reports annually (Figure 2.3), which usually cover all listed companies and all code recommendations. Between 2014-24, the number of national reports covering all code provisions increased from 59% in 2014 to 72% in 2024. The number of national reports on corporate governance that cover all listed companies has also increased over the same period, from 48% reports in 2014 to 76% national reports in 2024 (Table 2.4, Figure 2.4).
Figure 2.4. National reporting on adherence to corporate governance codes
Copy link to Figure 2.4. National reporting on adherence to corporate governance codes
Note: For 2024, based on 47 reporting institutions in 38 jurisdictions. See Table 2.4 for data. For 2014, based on 29 reporting institutions in 24 jurisdictions.
During 2023-24, in five countries (Bulgaria, Chile, Greece, India, Romania), initiatives were introduced for national reporting on adherence to the corporate governance code.
Figure 2.5. Issuing body of national corporate governance reports
Copy link to Figure 2.5. Issuing body of national corporate governance reports
Note: Based on 47 reporting institutions in 38 jurisdictions. See Table 2.4 for data. Due to rounding, the total is 101%.
Overall, national regulators review listed companies’ adherence to codes and publish reports in one-third of Factbook jurisdictions, while stock exchanges review and publish them in a quarter. In jurisdictions that have started publishing a national report in the past two years, the reports have been developed by differing bodies. These include the national regulator (e.g. Hellenic Capital Market Commission in Greece), stock exchange (e.g. Bucharest Stock Exchange (BVB) in Romania), or private groups (e.g. Institute of Directors of Chile). Exchanges and private groups comprise over half of bodies responsible for publishing reports on listed companies’ adherence to codes, a proportion that has not varied significantly over the past decade (Figure 2.5).
2.2. The main public regulators of corporate governance
Copy link to 2.2. The main public regulators of corporate governanceIn all Factbook jurisdictions, public regulators have the authority to supervise and enforce the corporate governance practices of listed companies. Securities or financial regulators generally play the key role in most jurisdictions. Sixty percent of these regulators are funded fully by fees from regulated entities or by a combination of fees and fines.
Public regulators have the authority to supervise and enforce corporate governance practices of listed companies in all Factbook jurisdictions. Securities regulators, financial regulators or a combination of the two play the lead or at least a shared role in 83% of all jurisdictions (Figure 2.6). Central banks play the lead role in an additional eight jurisdictions (15%).
A few countries take differing approaches. Korea is the only jurisdiction in which the ministry in charge of corporate governance is the Ministry of Justice. This ministry also has the main responsibility for the supervision and enforcement of corporate governance. In India, the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), the securities market regulator, are both responsible for enforcing the corporate governance framework. In Switzerland, SIX Exchange Regulation AG (SER), the securities market regulator, issues, supervises and enforces regulation on corporate governance matters. The Swiss Financial Market Supervisory Authority (FINMA) approves and supervises the respective SER regulations. In some countries, such as Czechia, Luxembourg, the Netherlands, Romania, Singapore, and Sweden, the role of the public regulators is limited only to issues related to securities laws, as in principle, civil rules on corporate governance are mainly supervised and enforced privately. Since 2015, the authority of corporate governance regulators has remained stable.
Figure 2.6. Regulators of corporate governance
Copy link to Figure 2.6. Regulators of corporate governanceIn some countries, the division of responsibilities for regulatory and supervisory functions involves multiple layers. For example, in South Africa, the Companies and Intellectual Property Commission (CIPC) is responsible for company law and corporate governance requirements such as the functioning and composition of the audit committee, while the Johannesburg Stock Exchange enforces stock exchange listing requirements (and in turn is overseen by the Financial Sector Conduct Authority). In the United Kingdom, the Financial Reporting Council (FRC) sets codes and standards including for corporate governance, but the FRC’s corporate governance monitoring and third country auditor registration activities are relevant to the work of and may lead to enforcement by the Financial Conduct Authority (FCA). In the United States, state law is the primary source of corporate governance law, but the federal securities regulator, the Securities and Exchange Commission (SEC), and exchanges regulate certain governance matters.
Autonomy over regulators’ budget can reinforce their operational independence. The G20/OECD Principles state that “supervisory, regulatory and enforcement authorities should have the authority, autonomy, integrity, resources and capacity to fulfil their duties in a professional and objective manner” (Principle I.E.). Most regulators (33 institutions in 29 jurisdictions) are fully self-funded by fees. Other regulators (5 institutions) ensure budgetary autonomy by supplementing their self-funding with fines. Mixed sources of financing from both public funds and fees from regulated entities are also common (14 institutions in 12 jurisdictions). Only 10 regulatory institutions rely exclusively on government funding for their budget (Figure 2.7).
The G20/OECD Principles provide examples of how jurisdictions have achieved autonomy and collected adequate resources, for example, by imposing levies on supervised entities with or as an alternative to government funding. The G20/OECD Principles also underline that fees imposed on regulated entities should not impede independence from market participants and should be imposed transparently and according to objective criteria.
Figure 2.7. Regulator funding model
Copy link to Figure 2.7. Regulator funding model
Note: Based on 62 regulatory institutions across 52 jurisdictions. Jurisdictions with more than one main regulator are counted more than once. See Table 2.6 for data.
2.2.1. Governance structure of public regulators
Independence of regulators is addressed through the creation of a formal governing body or governing head. The most common size for governing bodies across Factbook jurisdictions is 5 to 7 members, but it ranges from as low as 2 members (Austria) to as high as 17 (Switzerland).
The G20/OECD Principles note that the creation of a formal governing body, typically a board, council or commission, is the solution adopted by many jurisdictions to address political independence (Principle I.E.).
In line with the recommendations of the G20/OECD Principles, 87% of the regulatory institutions established by Factbook jurisdictions have established a formal governing body (e.g. a board, council or commission) (Table 2.7). Colombia, Korea and Slovenia are the only regulators without a governing body for any of their regulatory institutions responsible for the supervision of corporate governance requirements. Instead, these jurisdictions have assigned responsibility to a governing head (e.g. a Superintendent (Colombia), Minister (Korea) or Director (Slovenia)). Four additional countries (India, Japan, Saudi Arabia, South Africa), which have more than one regulator, report a mixed approach with at least one regulatory institution maintaining a governing head instead of a governing body.
The most common size for governing bodies is 5 to 7 members, but it ranges from as low as 2 members (Austria) to as high as 17 (Switzerland) (Figure 2.8). Seats on these governing bodies are sometimes reserved for representatives from specific institutions, such as central banks (in 19 governing bodies across 19 jurisdictions), government (in 18 governing bodies across 16 jurisdictions), other public institutions (in 15 governing bodies across 14 jurisdictions) or from the private sector (in 15 governing bodies across 14 jurisdictions) (Table 2.7).
In the United States, no more than three out of five Commissioners of the Securities and Exchange Commission may belong to the same political party (U.S. Securities and Exchange Commision, 2025[1]). In France, the Autorité des marchés financiers (AMF) has one of the largest boards with 16 members, including judges from supreme courts (Cour de Cassation and Conseil d’État) (Autorité Des Marchés Financiers, 2025[2]). In Switzerland, SIX Exchange Regulation AG (SER) is overseen by a 17‑member board spanning backgrounds such as banking, law, business and academia (SIX Exchange Regulation AG, 2025[3]).
Figure 2.8. Board size of regulators
Copy link to Figure 2.8. Board size of regulators
Note: Based on 60 institutions in 52 jurisdictions. Jurisdictions with more than one main regulator are counted more than once. See Table 2.7 for data.
Members of the governing body of a national regulator are usually given fixed terms of appointment ranging from two to seven years, with all but four regulators allowing re‑appointment.
Members of a governing body or a regulatory head such as a commissioner or superintendent are appointed for fixed terms in 55 out of 60 institutions. Of the 52 Factbook jurisdictions, only 5 do not make fixed term appointments (SFC’s Superintendent in Colombia, SEHK’s Board in Hong Kong (China); FSA’s Commissioner in Japan; the Ministry of Justice governed by a Minister in Korea; and CNBV’s Governing Board in Mexico). When specified, maximum terms generally range from two to seven years, and are most commonly set at five years (for 21 institutions) (Figure 2.9).
The re‑appointment of members is allowed in all countries that set fixed terms except for Brazil, Italy, Peru and Portugal. The re‑appointment of the chairperson is not allowed in France and is allowed once in Hungary for the Governor of the Financial Stability Board. The number of reappointments is limited to one in seven countries (Costa Rica, Czechia, France, Iceland, Ireland, Saudi Arabia, Spain) and to two in one country (the Netherlands).
Figure 2.9. Term of office for board members/heads of the regulator
Copy link to Figure 2.9. Term of office for board members/heads of the regulator
Note: Based on 60 institutions for 52 jurisdictions reporting data. Jurisdictions with more than one main regulator are counted more than once. See Table 2.8 for data.
Table 2.1. The main elements of the regulatory framework: Laws and regulations
Copy link to Table 2.1. The main elements of the regulatory framework: Laws and regulations|
Jurisdiction |
Company Law |
Securities Law |
Other relevant regulations on corporate governance |
||||
|---|---|---|---|---|---|---|---|
|
|
Latest update |
Latest update |
|||||
|
Original language |
English |
Original language |
English |
||||
|
Argentina |
2014 |
||||||
|
Australia |
Corporations Act 2001 |
||||||
|
Austria1 |
Commercial Code |
2024 |
Stock Corporation Act |
2023 |
|||
|
Belgium1 |
Code of Companies and Associations |
2019 |
Law of 2 August 2002 |
||||
|
Brazil |
Corporation Act |
Securities Act |
|||||
|
Bulgaria |
2024 |
2018 |
2024 |
2024 |
|||
|
Canada |
Federal (Canada Business Corporations Act) or provincial statutes |
2024 (federal) |
2024 (federal) |
Provincial securities laws (e.g. Securities Act in Ontario) |
- |
Canada Business Corporations Regulations (federal) plus provincial regulations |
|
|
Chile |
Corporations Law |
Securities Market Law |
Practices for Corporate Governance, General Rule (GR) No.385 Contents of Corporate Annual Report. GR No.30 amended by GR No. 461 and No. 519 of CMF |
||||
|
China |
The Company Law of the People`s Republic of China |
- |
Securities Law of the People’s Republic of China |
- |
Code of Corporate Governance for Listed Companies in China; Regulations (CSRC) |
||
|
Colombia |
Commercial Code |
- |
Securities Market Law 964 |
- |
Rules, Instructions (SFC) |
||
|
Law 222 of 1995 |
|||||||
|
Costa Rica |
Code of Commerce |
- |
Regulatory Law of the Securities Market |
- |
|||
|
Croatia |
Corporate Governance Code |
Capital Market Act |
|||||
|
Companies Act |
|||||||
|
Czechia |
Business Corporations Act |
Capital Market Undertakings Act |
|||||
|
Denmark |
Company Act |
Capital Markets Act |
Listing rules by Nasdaq Copenhagen: Rules for issuers of shares |
||||
|
Financial Statements Act |
|||||||
|
Estonia |
Commercial Code |
Securities Market Act |
|||||
|
Finland |
Limited Liability Companies Act |
Securities Markets Act |
Listing rules by Nasdaq Helsinki Nordic Main Market Rulebook for Issuers of Shares Corporate Governance Code |
||||
|
France |
2020 |
2013 |
Code monétaire et financier |
2020 |
|||
|
Germany1 |
Securities Trading Act |
- |
|||||
|
Stock Corporation Act |
|||||||
|
Greece |
Law 4548/2018 |
2024 |
- |
Law 4449/2017 |
2020 2017 |
2020 |
HCMC Decision 1A/890/18.09.2020 on sanctions imposed under Article 24 of Law 4706/2020 HCMC Decision 1/891/30.09 2020 on the evaluation of the Internal Control System (ICS) and provisions on Corporate Governance of law 4706/2020 |
|
Hong Kong (China)1 |
Companies Ordinance |
Securities and Futures Ordinance |
|||||
|
Companies (Winding Up and Miscellaneous Provisions) Ordinance |
|||||||
|
Hungary |
Civil Code |
Act on the Capital Market |
|||||
|
Iceland |
Act on Annual Account |
Act on Markets in Financial Instruments no 115/2021 |
Act on Financial undertakings (161/2002), Act on Insurance activities (56/2010) Nasdaq Iceland Rules for Issuers |
||||
|
Act on Public Limited Companies |
2010 |
||||||
|
India |
Companies Act 2013 |
Securities and Exchange Board of India Act |
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 |
||||
|
Securities Contract (Regulation) Act |
|||||||
|
Indonesia |
Company Law |
2007 |
2007 |
Capital Market as amended by Law Number 4 Year 2023 on Financial Sector Development and Strengthening (P2SK) |
2023 |
1995 |
|
|
Ireland |
Securities Markets Regulations |
2024 |
|||||
|
Funds Regulation |
2019 |
||||||
|
Israel |
Companies Law |
2018 |
2011 |
Securities Law |
2017 |
2017 |
Securities Regulations (ISA), Companies Regulations Ministry of Justice (MOJ) |
|
Italy |
Civil Code |
- |
Consolidated Law on Finance |
Regulations (Consob) |
|||
|
Japan |
The Companies Act |
2019 |
2022 |
Financial Instruments and Exchange Act |
2024 |
2022 |
Regulations (FSA) |
|
Korea |
2020 |
2018 |
Financial Investment Services and Capital Markets Act |
2024 |
2023 |
||
|
Latvia |
2024 |
2023 |
2024 |
2023 |
|||
|
Lithuania |
Law on Companies |
2022 |
2014 (related changes 2017) |
Law on Securities |
|||
|
Luxembourg |
2023 |
- |
2023 |
- |
|||
|
Malaysia |
2019 |
2019 |
2017 |
2017 |
|||
|
Guidelines on Conduct of Directors of Listed Corporations and their Subsidiaries (released in 2020) |
|||||||
|
2024 |
2024 |
Guidelines on Conduct for Capital Market Intermediaries (issued in 2021) |
|||||
|
Mexico |
General Law of Mercantile Corporations (Companies’ Law) |
2023 |
- |
Securities Market Law |
Rules applicable to Issuers (CNBV) Rules applicable to Simplified Issuers (CNBV) Stock Exchanges Internal Rules & Regulations |
||
|
Netherlands |
Netherlands Civil Code |
2024 |
Act on Financial Supervision |
2024 |
|||
|
Act on the Supervision of Financial Reporting |
2023 |
||||||
|
New Zealand |
Companies Act 1993 |
Financial Markets Conduct Act 2013 |
Financial Markets Conduct Regulations |
||||
|
Norway |
2024 |
2014 |
2014 |
||||
|
Peru |
General Corporation Law |
2021 |
- |
Securities Market Law |
2020 |
Guidelines for Qualification of Independent Directors Report on Compliance with the Code of Good Corporate Governance for Peruvian Corporations |
|
|
Poland |
Code of Commercial Companies |
2024 |
- |
Act on Trading in Financial Instruments Act on Public Offer of Financial Instruments |
2024 |
- |
- |
|
Portugal |
Companies Code |
Securities Law |
|||||
|
Law 148/2015: Rules on board structure and duties of supervisory board members in public interest entities. |
|||||||
|
Romania |
Companies Law no. 31/1990 |
2024 |
- |
Law no. 24/2017 on issuers of financial instruments and market operators3 |
2024 |
- |
ASF Regulation no. 5/2018 on issuers of financial instruments and market operators |
|
Saudi Arabia |
2022 |
- |
2019 |
2019 |
Corporate Governance Regulation issued by the CMA Implementing Regulation of the Companies Law for Listed Joint Stock Companies |
||
|
Singapore |
Companies Act |
2018 |
Securities and Futures Act |
SGX Listing Manual; Corporate governance regulations for banks, insurers and financial market infrastructures |
|||
|
Slovak Republic |
Commercial Code |
- |
Act on Securities |
2022 |
- |
||
|
Act on Stock Exchange |
|||||||
|
Slovenia1 |
Companies Act |
- |
Market in Financial Instruments Act |
- |
The Corporate Governance Code for Listed Companies, 2024, Listing Rules for Prime Market |
||
|
South Africa |
Companies Act |
2008 |
2011 |
2012 |
2012 |
||
|
Spain |
Capital Companies Act |
Securities Market Law |
Regulations (CNMV) Good Governance Code of Listed Companies |
||||
|
Sweden |
Companies Act |
The EU Market Abuse Regulation |
Self-regulation (Rulebook for issuers, Corporate Governance Code, Securities Council’s statements) SFSA’s regulations |
||||
|
Securities Market Act |
|||||||
|
Financial Instruments Trading Act |
|||||||
|
The Securities Market (Market Abuse Penalties) Act |
|||||||
|
Switzerland |
The Code of Obligations (CO) |
Financial Market Infrastructure Act |
Laws Ordinances Circulars Self-regulation |
||||
|
Regulations of the Swiss Stock Exchange |
|||||||
|
Türkiye |
2024 |
- |
2024 |
2020 |
|||
|
United Kingdom |
Companies Act of 2006 |
Financial Services and Markets Act 2000 |
UK Listing Rules, Prospectus Regulation Rules, Disclosure Guidance and Transparency Rules (FCA) |
||||
|
United States |
State corporate laws |
- |
Securities Act of 1933 |
||||
|
Securities Exchange Act of 1934 |
|||||||
Key: “-” = no link to material available. The online version of the publication contains links to websites and reports where available.
Note: Blank cells indicate that no information is available. The same applies to the tables below.
1. Regarding takeover bids, some jurisdictions (e.g. Austria, Belgium, Germany and Slovenia) set out a separate legal framework, while Hong Kong (China) has a non-statutory code.
2. In Malaysia, the Guidelines on Conduct for Capital Market Intermediaries were updated on 1 October 2024 to ensure that capital market intermediaries (CMI) and their representatives cultivate a corporate culture and business conduct.
3. In Romania, the updated consolidated English version of Law 24/2017 will be available shortly on the ASF’s website. Currently, the English version available does not reflect modifications brought to the law.
Table 2.2. The main elements of the regulatory framework: National codes and principles
Copy link to Table 2.2. The main elements of the regulatory framework: National codes and principles|
Jurisdiction |
Key national corporate governance codes and principles |
Implementation mechanism |
|||
|---|---|---|---|---|---|
|
Basis for framework |
Approach1 |
Disclosure in annual company report |
Surveillance |
||
|
Argentina |
Law or regulation |
Apply or not, explain2 |
Required |
Securities regulator |
|
|
Australia |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
|
Austria |
Law or regulation |
Comply or explain |
Required |
||
|
Belgium |
Law or regulation |
Comply or explain |
Required |
Securities regulator |
|
|
Brazil |
Law or regulation |
Comply or explain |
Required |
Securities regulator & stock exchange |
|
|
Bulgaria |
Law or regulation |
Comply or explain |
Required |
The National Corporate Governance Committee |
|
|
Canada |
Law or regulation |
Comply or explain |
Required |
Stock exchange |
|
|
Chile |
Law or regulation |
Comply or explain |
Other |
Securities regulator |
|
|
Contents of Corporate Annual Report. GR No.30 amended by GR No. 461 and No. 519 of CMF3 |
Law or regulation |
Explain |
Required |
Securities regulator |
|
|
China |
The Code of Corporate Governance for Listed Companies in China 2018 |
Law or regulation, Listing rule |
Binding |
Required |
Securities regulator & Stock exchange |
|
Colombia |
Law or regulation4 |
Comply or explain |
Required |
Securities regulator |
|
|
Costa Rica |
Law or regulation |
Binding & Comply or explain5 |
Required |
Securities regulator |
|
|
Croatia |
Law or regulation |
Comply or explain |
Required |
Securities regulator |
|
|
Czechia |
Voluntary |
Comply or explain |
Required |
- |
|
|
Denmark |
Law or regulation, Listing rule |
Comply or explain |
Required |
Securities regulator, Stock exchange |
|
|
Estonia |
Law or regulation |
Comply or explain |
Required |
Securities regulator, Stock exchange & Private |
|
|
Finland |
Law or regulation, Listing rule |
Comply or explain |
Required |
Stock exchange & Securities regulator |
|
|
France |
Law or regulation |
Comply or explain |
Required |
Private & Securities regulator |
|
|
Germany |
Law or regulation |
Comply or explain |
Required |
Different stakeholders appointed by Government |
|
|
Greece |
Law or regulation |
Comply or explain |
Required |
||
|
Hong Kong (China) 6 |
Corporate Governance Code (Appendix C1 to the Main Board Listing Rules / Appendix C1 to the GEM Listing Rules) |
Listing rule |
Binding & Comply or explain |
Required |
Stock exchange |
|
Hungary |
Law or regulation |
Comply or explain |
Required |
Corporate Governance Committee & Stock Exchange |
|
|
Iceland |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
|
India |
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 |
Law or regulation |
Binding |
Required |
Securities regulator & Stock exchange |
|
Indonesia |
Voluntary |
Apply or explain |
Not Required |
- |
|
|
Law or regulation |
Comply or explain |
Required |
Securities regulator |
||
|
Ireland7 |
Irish Corporate Governance Code Euronext Dublin Listing Rules applying UK Corporate Governance Code with Irish Annex |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
Israel8 |
Code of recommended corporate governance embedded in Companies Law |
Law or regulation |
Binding & Comply or explain |
Required |
Securities regulator |
|
Italy |
Law or regulation, Listing rule |
Comply or explain |
Required |
Securities regulator, Stock exchange & Private |
|
|
Japan |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
|
Korea9 |
Listing rule |
Comply or explain |
Other8 |
Stock exchange |
|
|
Latvia |
Law or regulation, Listing rule |
Comply or explain |
Required |
Stock exchange Securities regulator |
|
|
Lithuania |
The Corporate Governance Code for the Companies Listed on Nasdaq Vilnius |
Law or regulation, Listing rule |
Comply or explain |
Required |
Securities regulator & Stock exchange |
|
Luxembourg |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
|
Malaysia |
Listing rule |
Apply or explain an alternative |
Required |
Securities regulator & Stock exchange |
|
|
Mexico10 |
Code of Principles and Best Practices in Corporate Governance (Corporate Governance Code) |
Law or regulation, Listing rule |
Partly binding |
Required |
Securities regulator & Stock exchange |
|
Netherlands |
Law or regulation |
Comply or explain |
Required |
Securities regulator |
|
|
New Zealand |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
|
Norway |
Listing rule |
Comply or explain |
Required |
- |
|
|
Peru |
Law or regulation |
Comply or explain |
Required |
Securities regulator |
|
|
Poland |
Voluntary |
Comply or explain |
Required |
Stock exchange |
|
|
Portugal |
Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG) |
Law or regulation |
Comply or explain |
Required |
Privation institution |
|
Romania |
Law or regulation |
Comply or explain |
Required |
Stock exchange |
|
|
Saudi Arabia |
Law or regulation |
Partly Binding |
Required |
Securities regulator |
|
|
Singapore |
Listing rule |
Comply or explain |
Required |
Stock exchange |
|
|
Slovak Republic |
Law or regulation, Listing rule |
Comply or explain |
Required |
Stock Exchange, Private institution (Slovak Corporate Governance Association) |
|
|
Slovenia |
Law or regulation, Listing rule |
Comply or explain |
Required |
Securities regulator & Stock exchange |
|
|
South Africa |
King Code IV |
Listing rule |
Apply and explain |
Required |
Stock exchange |
|
Spain |
Law or regulation |
Comply or explain |
Required |
Securities regulator |
|
|
Sweden |
Listing rule |
Comply or explain |
Required but can be a separate document |
Stock exchange |
|
|
Voluntary |
Comply or explain |
‑ |
- |
||
|
Listing rule |
Comply or explain |
Required |
Stock exchange |
||
|
Türkiye |
Law or regulation |
Binding & Comply or explain |
Required |
Securities regulator |
|
|
United Kingdom |
Listing rule |
Comply or explain |
Required |
Securities regulator |
|
|
United States |
Law or regulation, Listing rule |
Binding |
Required |
Securities regulator & Stock exchange |
|
|
Binding |
Required |
||||
Key: “-” = no data available. The online version of the publication contains links to websites and reports where available.
1. Jurisdictions have opted for different formulations to specify the application of their corporate governance code(s) or equivalent framework, which range from binding, mixed or non-binding (soft law) approaches. Soft law approaches are generally referred to as “Comply or explain” but also include different formulations such as “Apply or explain”, “Apply or explain an alternative”, and “Apply and explain”.
2. In Argentina, a company may decide not to apply a recommendation and still be in compliance with good practices. This approach looks to recognise heterogeneity among industries and companies and to provide broader means to comply with good practices.
3. In Chile, the CMF issued General Rules No. 461 and 519, amending General Rule No. 30 to incorporate Sustainability and Corporate Governance into corporate annual reports. Disclosure of corporate governance practices will be phased in from 2022 to 2025 based on entity type and size. Until 2025, these requirements will be in the General Rule No. 385 report and the annual report, after which Rule No. 385 will be repealed.
4. In Colombia, the Código País recommendations are adopted on a voluntary basis by issuers; however, disclosure against the code is required by regulation, and once practices are reported as adopted, they become mandatory. Issuers have to include in their internal codes a clause under which the firm, its directors and employees are required to comply with the recommendations that were voluntarily adopted, as well as to submit the Código País Implementation Report to the SFC annually.
5. In Costa Rica, the CONASSIF Corporate Governance Regulation is mandatory to implement but based on a “comply and explain” rule. It is classified as “binding and comply or explain” due to some flexibility provided in implementing some measures according to proportionality considerations.
6. In Hong Kong, updates to the Corporate Governance Code under the Listing Rules issued by The Stock Exchange of Hong Kong Limited on 19 December 2024 came into effect on 1 July 2025 (Appendix C1 to the Main Board Listing Rules / Appendix C1 to the GEM Listing Rules).
7. In Ireland, Irish companies listed on Euronext Dublin are subject to the new Irish Corporate Governance Code 2024 from 1 January 2025. Companies with a dual-listing in both Ireland and the United Kingdom may follow the UK Corporate Governance Code instead. From 2003 until the introduction of the Irish Corporate Governance Code, Irish listed companies were subject to the UK Corporate Governance Code.
8. In Israel, the corporate governance code has both binding and voluntary recommendations embedded in its Companies Law. The implementation of certain corporate governance principles must be reported in the annual report. Additionally, the Israel Securities Authority recommends reporting on certain mandatory and recommended provisions through a corporate governance questionnaire attached to the annual report.
9. In Korea, KOSPI listed companies with total assets of more than KRW 0.5 trillion are required to disclose a stand-alone corporate governance report annually no later than last day of May. All KOSPI-listed companies are required to do so starting in 2026.
10. In Mexico, listed companies must disclose their degree of adherence to the Code to both the stock exchange and investors. The fourth revision of the Code of Principles and Best Practices in Corporate Governance (Corporate Governance Code) came into effect on 1 January 2025.
11. In Switzerland, the Code states that it uses the “comply or explain” principle, but it does not indicate where the company has to explain whether its corporate governance practices deviate from the recommendations.
Table 2.3. The custodians of national codes and principles
Copy link to Table 2.3. The custodians of national codes and principles|
Jurisdiction |
Custodians |
First code |
Updates |
||
|---|---|---|---|---|---|
|
(Public/private/stock exchange/mixed initiative) |
No. |
Latest |
|||
|
Argentina |
Public |
2007 |
1 |
2019 |
|
|
Australia |
Mixed |
2003 |
4 |
2019 |
|
|
Austria |
Private |
2002 |
12 |
20231 |
|
|
Public |
|||||
|
Belgium |
Mixed |
2004 |
3 |
2020 |
|
|
Brazil |
Private |
2016 |
- |
2016 |
|
|
Bulgaria |
Private |
2007 |
4 |
20242 |
|
|
Canada |
Provincial stock exchanges, e.g. Toronto Stock Exchange (TMX) |
Exchange |
2005 |
2 |
2014 |
|
Chile |
Public |
2012 |
3 |
2024 |
|
|
China |
Public |
2002 |
1 |
2018 |
|
|
Colombia |
Financial Superintendence of Colombia (SFC) Financial Superintendence of Colombia |
Public |
2007 |
1 |
2014 |
|
Costa Rica |
National Council of Supervision of the Financial System (CONASSIF) |
Public |
2017 |
- |
2017 |
|
Croatia |
Public |
2011 |
1 |
2024 |
|
|
Private |
|||||
|
Czechia |
Private |
2001 |
2 |
2018 |
|
|
Denmark |
Public |
2001 |
10 |
2020 |
|
|
Estonia |
Estonian Financial Supervision and Resolution Authority (EFSA) |
Public |
2005 |
1 |
2006 |
|
Exchange |
|||||
|
Finland |
Private |
1997 |
5 |
20203 |
|
|
France |
Private |
2003 |
9 |
2022 |
|
|
Mouvement des Entreprises de France (MEDEF) |
|||||
|
2016 |
2016 |
||||
|
Germany |
Mixed |
2002 |
15 |
2022 |
|
|
Greece |
Private |
2013 |
2 |
2021 |
|
|
Hong Kong (China) |
Exchange |
2005 |
7 |
20244 |
|
|
Hungary |
Corporate Governance Committee (of the Budapest Stock Exchange Plc) |
Exchange |
2004 |
2 |
2023 |
|
Iceland |
Private |
2004 |
6 |
2021 |
|
|
Private |
|||||
|
Exchange |
|||||
|
India |
Public |
2000 |
18 |
2020 |
|
|
Recognised Stock Exchanges |
Exchange |
||||
|
Public |
2019 |
||||
|
Indonesia |
Public |
2015 |
- |
2015 |
|
|
Ireland |
Exchange |
2003 |
|
20245 |
|
|
Israel |
Public |
1999 |
37 |
2024 |
|
|
Italy |
Mixed |
1999 |
7 |
2020 |
|
|
Japan |
Tokyo Stock Exchange (TSE) and other local stock exchanges |
Exchange |
2015 |
2 |
2021 |
|
Korea |
Exchange |
1999 |
5 |
2024 |
|
|
Korea Institute of Corporate Governance and Sustainability (KCGS) |
|||||
|
Latvia |
Mixed |
2005 |
- |
2020 |
|
|
Lithuania |
Exchange |
2006 |
2 |
2019 |
|
|
Luxembourg |
Exchange |
2006 |
4 |
2024 |
|
|
Malaysia |
Public |
2000 |
4 |
2021 |
|
|
Mexico |
Business Coordinating Council (Consejo Coordinador Empresarial) (CCE) |
Private |
1999 |
3 |
20186 |
|
Netherlands |
Mixed |
2003 |
3 |
2022 |
|
|
New Zealand |
Exchange7 |
2003 |
- |
2023 |
|
|
Public |
2004 |
- |
2018 |
||
|
Norway |
Private |
2005 |
9 |
2021 |
|
|
Peru |
Mixed |
2002 |
1 |
2013 |
|
|
Poland |
Exchange |
2002 |
- |
2021 |
|
|
Portugal |
Private |
2013 |
1 |
2020 |
|
|
Romania |
Exchange |
2001 |
38 |
2024 |
|
|
Saudi Arabia |
Public |
2006 |
4 |
2023 |
|
|
Singapore |
Public |
2001 |
3 |
2018 |
|
|
Exchange |
|||||
|
Slovak Republic |
Mixed |
2002 |
2 |
2016 |
|
|
Slovenia |
Ljubljana Stock Exchange (LJSE) |
Exchange |
2004 |
8 |
2024 |
|
Private |
2004 |
2024 |
|||
|
South Africa |
Institute of Directors (IoDSA) |
Private |
1994 |
4 |
20169 |
|
Spain |
Public |
1998 |
5 |
2020 |
|
|
Sweden |
Private |
2005 |
7 |
2024 |
|
|
Switzerland |
Private |
2002 |
3 |
2023 |
|
|
Private |
2002 |
7 |
2023 |
||
|
Türkiye |
Public |
2003 |
5 |
2020 |
|
|
United Kingdom |
Public |
2003 |
3 |
2024 |
|
|
United States |
NasdaqNasdaq |
Exchange |
2003 |
|
20242020 |
|
Exchange |
2003 |
|
2024 |
||
1. In Austria, the 13th revision to the Austrian Code of Corporate Governance came into effect on 1 January 2025.
2. In Bulgaria, the National Code for Corporate Governance and any update thereof have to be approved by the FSC. The fourth update of the National Code for Corporate Governance of 2024 is currently under review by the FSC. The last update, which was approved by the FSC, is the third revision of the National Code of 2021.
3. In Finland, the sixth revision of the Finnish Corporate Governance Code came into effect on 1 January 2025.
4. In Hong Kong (China), updates to the Corporate Governance Code under the Listing Rules issued by The Stock Exchange of Hong Kong Limited on 19 December 2024 came into effect on 1 July 2025.
5. In Ireland, the Irish Corporate Governance Code 2024 came into effect on 1 January 2025. From 2003 until the introduction of the Irish Corporate Governance Code, Irish listed companies were subject to the UK Corporate Governance Code.
6. In Mexico, the fourth revision of the Code of Principles and Best Practices in Corporate Governance (Corporate Governance Code) came into effect on 1 January 2025.
7. In New Zealand, the NZX Corporate Governance Institute (NZX CGI) assists NZX by providing advice in relation to the development of the NZX Corporate Governance Code and rule settings that apply to the corporate governance practices of issuers on the NZX Main Board.
8. In Romania, the current Code was issued in 2024 and came into effect on 1 January 2025.
9. In South Africa, a public consultation was launched on an updated King V Code in February 2025.
Table 2.4. National reports on corporate governance
Copy link to Table 2.4. National reports on corporate governance|
Jurisdiction |
Issuing body |
Publication |
Key contents |
||||
|---|---|---|---|---|---|---|---|
|
R: Securities/Corporate governance regulator S: Stock exchange P: Private institution M: Mixed |
Frequency (years) |
Latest |
Corporate governance landscape |
Evaluation of the “Comply or Explain” practices |
|||
|
Coverage of the listed companies |
Coverage of the provisions of codes |
||||||
|
Argentina |
- |
- |
- |
- |
- |
- |
- |
|
Australia |
- |
- |
- |
- |
- |
- |
- |
|
Austria |
- |
- |
- |
- |
- |
- |
- |
|
Belgium |
R |
1 |
2019 |
Yes |
Fully |
Partly |
|
|
P |
1 |
2020 |
Yes |
BEL20, mid & small |
Fully |
||
|
Brazil |
P |
1 |
2024 |
Yes |
Mostly |
Fully |
|
|
Bulgaria |
P |
1 |
2022 |
Yes |
Fully |
Fully |
|
|
Canada |
R |
National Policy Instrument 58‑201 |
1 |
2005 |
National policy |
N/A |
N/A |
|
P |
Institute of Corporate Directors 2022 Study “Chart the Future” |
1 |
2022 |
Yes |
Partially |
N/A |
|
|
Chile |
P |
Institute of Directors of Chile “Report of Business Fairness and Corporate Governance” |
- |
2024 |
Yes |
- |
- |
|
China |
M |
Occasional1 |
2023 |
Yes |
Partly |
Mostly |
|
|
Colombia |
R |
SFC |
1 |
2024 |
Yes |
Fully |
Fully |
|
Costa Rica |
- |
- |
- |
- |
- |
- |
- |
|
Croatia |
R |
Hanfa |
1 |
Yes |
Fully |
Fully |
|
|
Czechia |
- |
- |
- |
- |
- |
- |
- |
|
Denmark2 |
M |
NASDAQ Copenhagen A/S and Committee on Corporate Governance |
1 |
Yes |
Fully |
Fully |
|
|
S |
Occasional2 |
Yes |
Fully |
Fully |
|||
|
Estonia |
R |
EFSA |
Occasional |
Yes |
Fully |
Mostly |
|
|
Finland |
M |
Chamber of Commerce |
1 |
2024 |
Yes |
Fully |
Fully |
|
France |
R |
AMF |
1 |
Yes |
Partly (50) |
Fully |
|
|
P |
AFEP and MEDEF (via a High Committee on Corporate Governance, HCGE) |
1 |
Yes |
SBF 120 |
Fully |
||
|
Germany |
P |
Occasional |
Yes |
Fully |
Fully |
||
|
Greece |
R |
Hellenic Capital Market Commission (HCMC) |
23 |
2024 |
Yes |
Fully |
Mostly |
|
Hong Kong (China) |
S |
2‑3 |
Yes |
Partly (400 companies) |
Fully |
||
|
Hungary |
S |
Corporate Governance Committee |
1 |
2023 |
Yes |
Fully |
Fully |
|
Iceland |
- |
- |
- |
- |
- |
- |
- |
|
India |
NSE-CFA Institutes -The Current State of BRSR at Corporate India |
- |
2024 |
Yes |
Partially (300 companies) |
Partial |
|
|
Indonesia |
- |
- |
- |
- |
- |
- |
|
|
Ireland4 |
Euronext Dublin |
||||||
|
Israel |
- |
- |
- |
- |
- |
- |
|
|
Italy |
R |
1 |
Yes |
- |
- |
||
|
M |
1 |
Yes |
Fully |
Fully |
|||
|
P |
1 |
Yes |
Fully |
Fully |
|||
|
Japan |
S |
2 |
2023 |
Yes |
Fully |
Fully |
|
|
Korea |
S |
1 |
2024 |
Yes |
Fully; partly for KOSPI listed companies |
Fully |
|
|
Latvia |
S |
- |
2020 |
Yes |
Fully |
Mostly |
|
|
Lithuania |
R |
Bank of Lithuania (LB) |
Occasional |
Yes |
Fully |
Mostly |
|
|
S |
Occasional |
2021 |
Yes |
Fully |
Fully |
||
|
Luxembourg |
S |
- |
20185 |
Yes |
Fully |
Fully |
|
|
Malaysia |
R |
1 |
Yes |
Fully |
Fully |
||
|
Mexico |
M |
Business Coordinating Council (Consejo Coordinador Empresarial) |
20256 |
Yes |
Fully |
Fully |
|
|
Netherlands |
M |
1 |
20222019 |
Yes |
Fully |
Fully |
|
|
New Zealand |
- |
- |
|||||
|
Norway |
- |
- |
- |
- |
- |
- |
- |
|
Peru |
R |
1 |
Yes |
Fully |
Fully |
||
|
Poland |
S |
Warsaw Stock Exchange (GPW) |
1 |
2024 |
Yes |
Fully |
Fully |
|
Portugal |
R |
1 |
Yes |
Fully |
Fully |
||
|
P |
1 |
Yes |
Fully |
Fully |
|||
|
Romania |
S |
BVB |
1 |
Yes |
Fully |
Fully8 |
|
|
Saudi Arabia |
R |
1 |
- |
Fully |
Mostly |
||
|
Singapore |
S |
- |
2022 |
Yes |
Fully |
Fully |
|
|
Slovak Republic |
P |
2017 |
- |
Partly |
Partly |
||
|
Slovenia |
P |
- |
2021 |
Yes |
Fully |
Fully |
|
|
S |
- |
2021 |
Yes |
Fully |
Fully |
||
|
South Africa |
P |
Ad hoc |
2022 |
Yes |
Fully |
Fully |
|
|
Spain |
R |
1 |
Yes |
Fully |
Fully |
||
|
Sweden |
P |
1 |
2024 |
Yes |
Fully |
Fully |
|
|
Switzerland |
- |
- |
- |
- |
- |
- |
- |
|
Türkiye |
R |
- |
20209 |
Yes |
Partly10 |
Mostly |
|
|
United Kingdom |
R |
1 |
Yes |
Fully11 |
Mostly |
||
|
United States |
|||||||
Key: R = Securities/Corporate governance regulator; S = Stock exchange; P = Private institution; M = Mixed.
1. In China, the report on corporate governance of listed companies was first publicly released in 2014. In 2023, it was internally circulated among the members of CAPCO, without being made available in a published format.
2. In Denmark, the joint report prepared by Nasdaq and the Committee on Corporate Governance is more comprehensive than the Nasdaq report, as it collects additional data and includes some focus areas that differ from year to year. The Nasdaq report is published every year, but has included information regarding corporate governance only three times in the last 12 years.
3. In Greece, the Hellenic Capital Market Commission issues every two years a report on the implementation status of the Corporate Governance Framework. It provides an overview of the compliance of the listed companies to the main provisions of law 4706/2020 and law 4449/2017.The first report was issued in April 2024 with reference date 31 December 2023.
4. In Ireland, Euronext Dublin plans to conduct a regular review of adherence to the new 2024 Code and the quality of reporting in respect of the Code. Additionally, it established in 2025 a Corporate Governance Advisory Panel inter alia to oversee the review and make recommendations to amend the Code or the manner in which it is applied.
5. In Luxembourg, the analysis is prepared internally on an annual basis but has not been published.
6. In Mexico, the 2025 report corresponds to 2024 information.
7. In Portugal, the Portuguese Institute of Corporate Governance (IPCG) publishes a monitoring report on how listed companies disclose matters relating to the adoption of the Code. Since 2022, the CMVM publishes an annual report with the main conclusions on the integration of sustainability factors in the activity of Portuguese listed companies, which includes a chapter dedicated to the information disclosed by companies regarding corporate governance.
8. In Romania, the publication in 2024 has reflected compliance with certain provisions of the Code (e.g. the report reflected top 10 most complied provisions in 2022 vs 2023, top 10 least complied provisions in 2022 vs 2023). It is envisaged that the following publications reflect compliance with all provisions of the Code adopted in 2024.
9. In Türkiye, the Monitoring Report has analysed the compliance status and the quality of the explanations provided by the BIST 100 companies for non-mandatory Corporate Governance Principles annexed to the Communiqué on Corporate Governance (II‑17.1), which were disclosed under CRF (Compliance Report Format).
10. In Türkiye, the companies whose shares are traded on the BIST Star Market and BIST Main Market are required to disclose their compliance status and explanations for non-mandatory principles in line with the comply or explain approach. However, for the Report, the companies traded on BIST 100 indices were designated as the sample group.
11. In the United Kingdom, the report covers listed companies in the commercial companies and closed ended investment funds categories regardless of where they are incorporated.
Table 2.5. The main public regulators of corporate governance
Copy link to Table 2.5. The main public regulators of corporate governance|
Jurisdiction |
Main public regulators |
|
|---|---|---|
|
Argentina |
CNV |
|
|
Australia |
ASIC |
|
|
Austria |
FMA |
|
|
Belgium |
FSMA |
|
|
Brazil |
CVM |
|
|
Bulgaria |
FSC |
|
|
Canada |
OSC |
Provincial securities commissions (e.g. Ontario Securities Commission) |
|
Chile |
CMF |
|
|
China |
CSRC |
|
|
SASAC |
State-owned Assets Supervision and Administration Commission |
|
|
MOF |
||
|
Colombia |
SFC |
Financial Superintendency |
|
Costa Rica |
SUGEVAL |
|
|
Croatia |
Hanfa |
|
|
MFIN3 |
||
|
Czechia |
CNB1 |
|
|
Denmark |
DFSA |
|
|
Estonia |
EFSA |
|
|
Finland |
FIN-FSA |
|
|
France |
AMF |
|
|
Germany |
BaFin |
|
|
Greece |
HCMC |
|
|
Hong Kong (China) |
SFC |
|
|
SEHK |
||
|
Hungary |
CBH |
|
|
Iceland |
CBI |
The Financial Supervisory Authority of the Central Bank of Iceland |
|
India |
SEBI |
|
|
MCA |
||
|
Indonesia |
IFSA (OJK) |
Indonesia Financial Services Authority |
|
Ireland |
CBI |
|
|
Israel |
ISA |
|
|
Italy |
CONSOB |
|
|
Japan |
FSA |
|
|
SESC |
||
|
Korea |
MOJ2 |
|
|
Latvia |
LVB |
|
|
Lithuania |
LB |
|
|
Luxembourg |
CSSF1 |
|
|
Malaysia |
SCM |
|
|
Mexico |
CNBV |
|
|
Netherlands |
AFM1 |
|
|
New Zealand |
FMA |
|
|
Norway |
NFSA |
|
|
Peru |
SMV |
|
|
Poland |
KNF |
|
|
Portugal |
CMVM |
|
|
Romania |
ASF |
|
|
Saudi Arabia3 |
CMA |
|
|
MC |
||
|
SAMA |
||
|
IA |
||
|
Singapore |
MAS1 |
|
|
ACRA1 |
||
|
Slovak Republic |
NBS |
|
|
Slovenia |
ATVP |
|
|
South Africa |
CIPC |
Companies and Intellectual Property Commission |
|
FSCA |
Financial Sector Conduct Authority |
|
|
JSE |
||
|
Spain |
CNMV |
|
|
Sweden |
FI/SFSA1 |
Swedish Financial Supervisory Authority (Financial Reporting) |
|
Switzerland |
SER4 |
SIX Exchange Regulation AG SIX Exchange RegulationSIX Exchange Regulation |
|
Türkiye |
CMB |
|
|
United Kingdom |
FCA |
|
|
United States |
SEC |
|
1. In Czechia, Luxembourg, the Netherlands, Singapore and Sweden, the public regulator is concerned with matters relating to the securities law, while in principle civil rules on corporate governance are mainly supervised and enforced privately.
2. In Korea, the ministry in charge of Commercial Act is also substantially responsible for the enforcement of corporate governance issues.
3. In Saudi Arabia, the Capital Market Authority is responsible for the rules of the offer of securities and continuous obligations, corporate governance regulations, and the implementing regulations of the companies’ law for listed joint stock companies). The Ministry of Commerce is responsible for company law, the Saudi Central Bank (SAMA) is responsible for the Principles of Corporate Governance for Banks Operating in Saudi Arabia 2024, and the Insurance Authority is responsible for the Insurance Corporation Governance Regulation 2025.
4. In Switzerland, SIX Exchange Regulation AG (SER) is independent from the stock exchange (SIX Exchanges). SER issues, supervises and enforces regulation on corporate governance matters. The Swiss Financial Market Supervisory Authority (FINMA) approves and supervises the respective SER regulations.
Table 2.6. Budget and funding of the main public regulator of corporate governance
Copy link to Table 2.6. Budget and funding of the main public regulator of corporate governance|
Jurisdiction |
Key regulators |
Form of funding |
Main funding resource |
Budget approval by: |
|||
|---|---|---|---|---|---|---|---|
|
National budget (NB) |
Fines from wrongdoers |
Fees from regulated entities |
Government |
Legislative body |
|||
|
Argentina |
CNV |
Public & Self |
● |
- |
● |
Required |
Required |
|
Australia |
ASIC |
Public & Self |
● |
- |
● |
Required |
Required |
|
Austria |
FMA |
Public & Self |
● |
- |
- |
Not required |
Not required |
|
Belgium |
FSMA |
Self |
- |
- |
● |
Not required |
Not required |
|
Brazil |
CVM |
Public |
● |
- |
- |
Required |
Required |
|
Bulgaria |
FSC |
Public & Self1 |
● |
- |
● |
Required |
Required |
|
Canada (Provinces e.g. Ontario) |
OSC |
Self |
- |
- |
● |
Not required |
Not required |
|
Chile2 |
CMF |
Public |
● |
- |
● |
Required |
Required |
|
China |
CSRC |
Public |
● |
- |
- |
Required |
|
|
Colombia |
SFC |
Self |
- |
● |
● |
Required |
Required |
|
Costa Rica |
SUGEVAL |
Public & Self3 |
● |
- |
● |
Not required |
Not required |
|
Croatia |
Hanfa |
Self |
- |
- |
● |
Not required |
Not required |
|
MFIN4 |
Public |
● |
- |
- |
Required |
Required |
|
|
Czechia |
CNB |
Self |
- |
- |
● |
Not required |
Not required |
|
Denmark |
DFSA |
Public & Self |
● |
- |
● |
Not required |
Required |
|
DBA |
Public & Self |
● |
- |
● |
Not required |
Required |
|
|
Estonia |
EFSA |
Self |
- |
- |
● |
Not required |
Not required |
|
Finland |
FIN-FSA |
Self |
- |
- |
● |
Not required |
Not required |
|
France |
AMF |
Self |
- |
- |
● |
Not required |
Not required |
|
Germany |
BaFin |
Self |
- |
- |
● |
Required |
Not required |
|
Greece |
HCMC |
Self |
- |
- |
● |
Required |
Not required |
|
Hong Kong (China) |
SFC |
Self |
- |
- |
● |
Required |
Required |
|
SEHK |
Self |
- |
- |
● |
Not required |
Not required |
|
|
Hungary |
CBH |
Self5 |
- |
- |
● |
Not required |
Not required |
|
India |
SEBI |
Self |
- |
(to NB) |
● |
Not required |
Not required |
|
MCA |
Public |
● |
- |
- |
|
|
|
|
Indonesia |
IFSA (OJK) |
Self & Public6 |
● |
● |
● |
Not required |
Required |
|
Iceland |
CBI |
Self |
- |
- |
● |
Not required |
Required |
|
Ireland |
CBI |
Self |
- |
● |
● |
Not required |
Not required |
|
Israel |
ISA |
Self |
- |
- |
● |
Required |
Required |
|
Italy |
CONSOB |
Self |
- |
- |
● |
Required |
|
|
Japan |
FSA |
Public |
● |
(to NB) |
- |
Required |
Required |
|
SESC |
Public |
● |
(to NB) |
- |
Required |
Required |
|
|
Korea |
MOJ |
Public |
● |
- |
- |
Required |
Required |
|
Latvia |
LVB |
Self |
- |
- |
● |
Not required |
Not required |
|
Lithuania |
LB |
Self |
- |
- |
● |
Not required |
Not required |
|
Luxembourg |
CSSF |
Self |
- |
● |
● |
Not required |
Not required |
|
Malaysia |
SCM |
Self |
- |
- |
● |
Not required |
Not required |
|
Mexico |
CNBV |
Public |
● |
- |
- |
Required |
Required |
|
Netherlands |
AFM |
Self |
- |
- |
● |
Required |
|
|
New Zealand |
FMA |
Public & Self |
● |
- |
● |
Required |
Required |
|
Norway |
NFSA |
Self |
- |
- |
● |
Required |
Required |
|
Peru |
SMV |
Self7 |
- |
- |
● |
Required |
Required |
|
Poland |
KNF |
Self |
- |
- |
● |
Required |
Required |
|
Portugal |
CMVM |
Self |
- |
- |
● |
Required |
Required |
|
Romania |
ASF |
Self |
- |
- |
● |
Not required |
Not required |
|
Saudi Arabia |
CMA |
Public & Self8 |
- |
● |
● |
Not required |
N/A |
|
MCI |
Public |
● |
- |
- |
Required |
N/A |
|
|
SAMA |
Public & Self |
- |
● |
● |
Not required |
N/A |
|
|
IA |
|||||||
|
Singapore |
MAS |
Self |
- |
- |
● |
|
|
|
ACRA |
Self |
- |
- |
● |
|||
|
Slovak Republic |
NBS |
Self9 |
- |
- |
● |
Not required |
Not required |
|
Slovenia |
ATVP |
Self |
- |
● |
● |
Required |
Not required |
|
South Africa |
CIPC |
Public & Self |
● |
● |
● |
Required |
Required |
|
FSCA |
Self |
- |
● |
Required |
Required |
||
|
Exchange |
Self |
- |
● |
||||
|
Spain |
CNMV |
Self |
- |
- |
● |
Required |
Required |
|
Sweden |
FI/SFSA |
Public & Self |
● |
- |
● |
Required |
Not required |
|
Switzerland |
SER |
Self |
- |
- |
● |
Not required |
Not required |
|
Türkiye |
CMB |
Self |
‑10 |
-11 |
● |
Required |
Required |
|
United Kingdom |
FCA |
Self |
- |
- |
● |
Not required |
Not Required |
|
United States |
SEC |
Public12 |
● |
- |
● |
Required |
Required |
Key: “●” = presence of funding in the category; “-” = absence of funding in the category.
1. In Bulgaria, the FSC is primarily self-funded, with public funding envisaged only to cover any potential shortfalls.
2. In Chile, per Art. 33 of the CMF’s Organic Law, supervised entities should pay fees for inscriptions and modifications in registries, authorisations, and certificates, excluding entities that, according to Art. 8 of the General Banking Act, should pay supervisory fees Supervisory fees are fully transferred to the Chilean Treasury and yearly budget is endowed by the Chilean Budget Office.
3. In Costa Rica, a 2019 amendment to the Law Regulating the Securities Market and other related laws, enacted in Law 9746, changed SUGEVAL’s funding from an 80%/20% split between the Central Bank and regulated entities to a 50%/50% split. Starting in 2024, compulsory contributions of regulated entities will increase by 7.5% annually until 50% is achieved in 2027.
4. In Croatia, the Ministry of Finance is designated as the competent authority for audit market supervision in accordance with the Audit Act and Regulation (EU) No. 537/2014 as well as for non-financial supervision in accordance with the Accounting Act.
5. In Hungary, according to the Central Bank Act, if the amount of equity capital remains below the subscribed capital for any extended period of time, it shall be supplemented, covered by the central budget and credited to the retained earnings directly, within a reasonable time period to ensure that the equity capital of the Magyar Nemzeti Bank reaches the level of the subscribed capital for the purpose of compliance with the principle of financial independence.
6. In Indonesia, the primary source of funding for IFSA is self-funding. Government Regulation Number 41 of 2024 concerning the Work Plan and Budget of the Financial Services Authority and Levies in the Financial Services Sector stipulates that, if necessary, the Financial Services Authority may propose the use of funding from public sources.
7. In Peru, the SMV´s Organic Law includes the possibility of obtaining funding resources from the Central Government and fines from wrongdoers; nevertheless, the main source of resources of the SMV is the income from the contributions of issuers and authorised entities.
8. In Saudi Arabia, the financial resources of the Capital Market Authority (CMA) shall consist of the following: (1) fees for services and commissions charged by the Authority in accordance with the provisions of this Law and the regulations and instructions issued in pursuance thereof; (2) charges against using its facilities, returns on its funds and proceeds of the sale of its assets; (3) fines and financial penalties imposed on violators of the provisions of this Law; (4) funds provided by the government to the Authority; and (5) any other resources determined by the Board.
9. In the Slovak Republic, the budget of the NBS is separate from the state budget, and the annual profit or loss of the NBS is not included in the general government budget.
10. In Türkiye, when CMB funds are insufficient to meet the expenditures, under the Capital Market Law the deficit can be financed by the Treasury budget, although no deficit has been reported since 1992.
11. In Türkiye, for fines imposed by CMB, 50% is registered as income in the national budget and the remaining 50% is transferred to the Investor Compensation Center (Fund).
12. In the United States, the SEC receives fees from regulated entities but Congress determines the SEC’s funding. The amount of funding received is offset by fees collected.
Table 2.7. Size and composition of the governing body/head of the main public regulator of corporate governance
Copy link to Table 2.7. Size and composition of the governing body/head of the main public regulator of corporate governance|
Jurisdiction |
Key regulators |
Governing body/head |
Composition |
||||
|---|---|---|---|---|---|---|---|
|
Members incl. Chair (current) |
Representatives from specific bodies |
||||||
|
Government |
Central Bank |
Others public |
Others private |
||||
|
Argentina |
CNV |
Board of Directors |
5 (4) |
● |
- |
- |
- |
|
Australia |
ASIC |
Commission |
3‑8 (5) |
- |
- |
- |
- |
|
Austria |
FMA |
Executive Board |
2 |
||||
|
Belgium |
FSMA |
Management Committee |
4 |
- |
- |
- |
- |
|
Brazil |
CVM |
Board of Commissioners |
5 |
- |
- |
- |
- |
|
Bulgaria |
FSC |
Board |
5 (3) |
- |
- |
- |
- |
|
Canada (Provinces e.g. Ontario) |
OSC1 |
Commission or Board of Directors |
9‑16 (9) |
- |
- |
- |
- |
|
Chile |
CMF |
The Board |
5 |
-2 |
- |
- |
- |
|
China |
CSRC |
Commission |
5 |
● |
- |
- |
- |
|
Colombia |
SFC |
Superintendent Minister of Finance and Public Credit |
- |
- |
- |
- |
- |
|
Costa Rica |
SUGEVAL |
CONASSIF (Board of Directors) |
7 |
● |
● |
- |
● |
|
Croatia |
Hanfa |
The Board |
5 |
- |
- |
- |
- |
|
Czechia |
CNB |
Bank Board |
7 |
- |
● |
- |
- |
|
Denmark |
DFSA/DBA |
Board of Directors |
9 |
- |
● |
● |
● |
|
Estonia |
EFSA |
Management Board |
3‑5 (4) |
- |
- |
- |
- |
|
Finland |
FIN-FSA |
Board |
6 |
● |
● |
● |
● |
|
France |
AMF |
Board |
16 |
● |
● |
● |
● |
|
Germany |
BaFin |
Executive Board |
7 |
- |
- |
- |
- |
|
Greece |
HCMC |
Board of Directors |
7 |
- |
● |
● |
● |
|
Hong Kong (China) |
SFC |
Board of Directors |
16 |
- |
- |
- |
- |
|
SEHK |
Board of Directors |
5 |
- |
- |
- |
- |
|
|
Hungary |
CBH |
Financial Stability Board3 |
3‑10 |
- |
● |
- |
- |
|
Iceland |
CBI |
Financial Supervision Committee |
6 |
● |
● |
- |
- |
|
India |
SEBI |
The Board |
8 |
● |
● |
- |
- |
|
MCA |
The Minister |
- |
- |
- |
- |
- |
|
|
Indonesia |
IFSA (OJK) |
Board of Commissioners |
11 |
● |
● |
● |
- |
|
Ireland |
CBI |
Commission |
10 |
● |
● |
- |
- |
|
Israel |
ISA |
Commissioners |
5‑13 (8) |
- |
● |
● |
● |
|
Italy |
CONSOB |
Commission |
5 |
- |
- |
- |
- |
|
Japan |
FSA |
Commissioner |
- |
- |
- |
- |
- |
|
SESC |
Commission |
3 |
- |
- |
- |
- |
|
|
Korea |
MOJ |
Minister |
- |
- |
- |
- |
- |
|
Latvia |
LVB |
Council |
6 |
- |
- |
- |
- |
|
Lithuania |
LB |
Board |
5 |
- |
●4 |
- |
- |
|
Luxembourg |
CSSF |
Board and Executive Board |
12 |
● |
- |
- |
● |
|
Malaysia |
SCM |
Board of Commission |
65 |
● |
- |
- |
● |
|
Mexico |
CNBV |
Governing Board |
13 |
● |
● |
● |
- |
|
Netherlands |
AFM |
Executive Board |
3‑5 (4) |
- |
- |
- |
- |
|
New Zealand |
FMA |
Board6 |
5‑9 (9) |
- |
- |
- |
- |
|
Norway |
NFSA |
Board7 |
5 |
- |
- |
- |
- |
|
Peru |
SMV |
Board of Directors8 |
5 |
● |
● |
● |
● |
|
Poland |
KNF |
Commission |
13 |
● |
● |
● |
- |
|
Portugal |
CMVM |
Management Board |
5 |
- |
- |
- |
- |
|
Romania |
ASF |
Board |
9 |
- |
- |
- |
- |
|
Saudi Arabia |
CMA |
Board of Commissioners |
5 |
- |
- |
- |
- |
|
MCI |
Minister |
- |
- |
- |
- |
- |
|
|
SAMA |
Board of Directors |
5 |
- |
● |
- |
● |
|
|
IA |
Board of Directors |
||||||
|
Singapore |
MAS |
Board |
11 |
● |
● |
● |
● |
|
ACRA |
Board |
14 |
● |
- |
● |
● |
|
|
Slovak Republic |
NBS |
Bank Board |
6 (3) |
- |
- |
- |
- |
|
Slovenia |
ATVP |
Director9 |
- |
- |
- |
- |
- |
|
South Africa |
CIPC |
Commissioner |
- |
● |
- |
- |
- |
|
FSCA |
Executive Committee10 |
- |
- |
- |
- |
- |
|
|
Spain |
CNMV |
Board |
8 |
● |
● |
||
|
Sweden |
FI/SFSA |
Board |
8 |
- |
- |
● |
● |
|
Switzerland |
SER |
Regulatory Board |
17 |
- |
- |
- |
● |
|
Türkiye |
CMB |
Board |
7 |
- |
- |
- |
- |
|
United Kingdom |
FCA |
Board |
10 |
- |
● |
● |
● |
|
United States |
SEC |
Commission |
5 |
- |
- |
- |
- |
Key: “●” = presence of representative in the category; “-” = absence of representative in the category.
1. In Canada, the governing body/head and its composition varies across the provinces. In Ontario, the OSC is governed by its Board of Directors. There may be a maximum of 12 board directors and a minimum of 4 (which includes the Chair and CEO).
2. In Chile, although there is no representative of the Government, the Chairperson of the Financial Market Commission (CMF) is directly nominated by the President, whereas the Commissioners are proposed by the President and need the Senate’s ratification (see Table 2.8).
3. In Hungary, the supreme decision-making body of CBH is the Monetary Council. The Monetary Council shall define the strategic framework within which the Financial Stability Council makes its decisions.
4. In Lithuania, the Law on the Bank of Lithuania does not provide any specific requirements on composition (having representatives from specific bodies) of the regulators’ board. The Chairperson of the Board of the Bank of Lithuania (LB) shall be appointed and dismissed by the Parliament on the recommendation of the President of the Republic. Deputy Chairpersons and Members of the Board of the Bank of Lithuania shall be appointed and dismissed by the President of the Republic on the recommendation of the Chairperson of the Board of the LB.
5. In Malaysia, the number of board commissioners increased to seven, effective 15 January 2025.
6. In New Zealand, the FMA’s Board comprises five to nine members and up to five associate members. An associate member may be appointed, attend meetings and vote only in relation to a matter or a class of matters to be specified in the member’s notice of appointment.
7. In Norway, the Parliament has adopted a new Financial Supervision Act that will change the function of the Board of the NFSA. The act has not yet entered into force. When it does, the NFSA will still have a board, but it will have a changed area of responsibility and seven members. The members are appointed by the Government for a period of up to 4 years. Members may be reappointed for a total period of up to 12 years. The NFSA will be managed by the director general. The director general is appointed for a period of 6 years. The director general may be reappointed for a period of up to 6 years.
8. In Peru, the SMV’s Board of Directors is made up of the Superintendent of Securities Market acting as the Chair, and four other directors appointed by the government by means of a Supreme Decree signed by the Minister of Economy and Finance. One candidate is proposed by the Ministry of Economy and Finance, one by the Central Bank of Peru and one by the Superintendence of Banks, Insurance and Private Pension Fund Management Companies (SBS). In addition, for the remaining seat to be filled by an independent director, the SMV submits a shortlist of candidates to the Ministry of Economy and Finance, which after assessment, sends a proposal to the President of the Republic for the appointment of the independent director.
9. In Slovenia, the Director of the ATVP represents and manages the operations and organises the work of the Agency. A Council composed of five members has oversight function and is competent for adopting the Rules of Procedure of the Agency and the implementing of regulations issued by the Agency, as well as deciding on licences, approvals and other individual matters, unless otherwise stipulated by law.
10. In South Africa, the FSCA’s Executive Committee is comprised by the Commissioner and three Deputy Commissioners.
Table 2.8. Terms of office and appointment of the governing body/head of the main public regulator of corporate governance
Copy link to Table 2.8. Terms of office and appointment of the governing body/head of the main public regulator of corporate governance|
Jurisdiction |
Key regulators |
Ruling body in charge of corporate governance |
Term of members (in years) |
Re‑appointment |
Nomination or Appointment by: |
Approval by Legislative body |
|---|---|---|---|---|---|---|
|
Argentina |
CNV |
Board of Directors |
5 |
Allowed |
National Executive Power |
Not required |
|
Australia |
ASIC |
Commission |
Up to 5 |
Allowed |
Governor-General |
Not required |
|
Austria |
FMA |
Executive Board |
5 |
Allowed |
Nomination by government, appointment by the Federal President |
Not required |
|
Belgium |
FSMA |
Management Committee |
6 |
Allowed |
Royal Decree |
Not required |
|
Brazil |
CVM |
Board of Commissioners |
5 |
Not allowed |
President |
Required |
|
Bulgaria |
FSC |
FSC Board |
6 |
Allowed |
Members of Parliament nominate the Chair of FSC, who is then elected by the National Assembly. The other members of the FSC Board are elected by the National Assembly on a nomination by the Chair. |
Required |
|
Deputy Chair of FSC heading the Supervision of Investment activities Department |
||||||
|
Canada (Provinces e.g. Ontario) |
Provincial securities regulators (OSC)1 |
Commission/ Board of Directors |
Fixed |
Allowed |
Lieutenant Governor in Council |
Not required |
|
Chile |
CMF |
The Board |
4 (Chair) 6 (Com- missioners) |
Allowed |
President with Senate’s ratification (except for Chair) |
Required |
|
China |
CSRC |
Commission |
5 |
Allowed |
The State Council |
Not required |
|
Colombia |
SFC |
Superintendent |
Not Fixed |
- |
President |
Not required |
|
Costa Rica |
SUGEVAL |
CONASSIF (Board of Directors) |
5 |
Only once |
Board of the Central Bank nominates five members (Chair is appointed, among them) President nominates the other two members (Minister of Finance and President of the Central Bank) |
Not required |
|
Croatia |
Hanfa |
Board |
6 |
Allowed |
Croatian Government |
Croatian Parliament |
|
Czechia |
CNB |
Bank Board |
6 |
Only once |
President |
Not required |
|
Denmark |
DFSA/DBA |
Board of Directors |
2 |
Allowed |
Minister of Industry, Business and Financial Affairs |
- |
|
Estonia |
EFSA |
Management Board |
3 4 (Chair) |
Allowed |
Supervisory Board of EFSA |
Not required |
|
Finland |
FIN-FSA |
Board |
3 |
Allowed |
Parliamentary Supervisory Council |
Not required |
|
France |
AMF |
Board |
5 |
Not allowed for chair (only once for members) |
Ministry of Finance, Parliament and other public bodies (each independently appoints one or more members, in some cases after consulting with private bodies) |
Not required |
|
Germany |
BaFin |
Executive Board |
5 |
Allowed |
Ministry of Finance |
Not required |
|
Greece |
HCMC |
Board of Directors |
5 |
Allowed |
Minister of Economy and Finance |
Required |
|
Hong Kong (China) |
SFC |
Board of Directors |
Fixed |
Allowed |
Chief Executive of the HKSAR or the Financial Secretary under delegated authority |
Not required |
|
SEHK |
Board |
Not fixed |
Allowed |
HKEX (as the SEHK’s sole member) |
Not required |
|
|
Hungary |
CBH |
Financial Stability Board2 |
6 (Governor and Vice-Governors) Not fixed (managers) |
Allowed once (Governor) Allowed (other members) |
The president of the republic on the proposal of the prime minister (Governor, Vice Governors) Governor (managers) |
Not required |
|
Iceland |
CBI |
Financial Supervisory Committee |
3-5 |
Allowed once |
Minister of Economic Affairs (three members) Central Bank of Iceland (three members) |
Not required |
|
India |
SEBI |
The Board3 |
5 |
Allowed |
Central Government |
Not required |
|
MCA |
The Minister |
|
|
|
||
|
Indonesia |
IFSA (OJK) |
Board of Commissioners |
5 |
Allowed |
A member of Board of Commissioners nominated by President and appointed by parliament. |
Required |
|
Ireland |
CBI |
Commission |
3‑5 |
Allowed once |
Governor (chair) is nominated by Government and appointed by President. Other members (not incl. three CBI & Department of Finance members) appointed by Minister of Finance |
|
|
Israel |
ISA |
Commissioners |
3 |
Allowed |
Minister of Finance |
- |
|
Italy |
CONSOB |
Commission |
7 |
Not allowed |
President of the Republic after a proposal of the Prime Minister |
Opinion |
|
Japan |
FSA |
Commissioner |
Not fixed |
- |
Prime Minister |
- |
|
SESC |
Commission |
3 |
Allowed |
Prime Minister |
Required |
|
|
Korea |
MOJ |
The Minister |
Not fixed |
Allowed |
President (upon recommendation of the Prime Minister) |
Not required |
|
Latvia |
LVB |
Council |
6 |
Allowed |
Governor is nominated by the government. Council is elected by the Parliament. |
Required |
|
Lithuania |
LB |
Board |
5 (Chair) 6 (Other board members) |
Allowed4 |
Chair is nominated by the President and appointed by the Parliament Other members are nominated by the Chair and appointed by the President |
Required for the Chair |
|
Luxembourg |
CSSF |
Executive Board |
5 |
Allowed |
Grand Duke on the basis of a proposal from the government in Council |
Not required |
|
Malaysia |
SCM |
Board of Commission |
3 (Chair) 2 (Other members) |
Allowed |
Minister of Finance |
Not required |
|
Mexico |
CNBV |
Governing Board |
Not fixed |
- |
Ministry of Finance |
Not required |
|
Central Bank, Commission for Pension Funds and Commission for Insurance and Sureties. |
||||||
|
Netherlands |
AFM |
Executive Board |
4 |
Only twice |
Royal Decree |
Required |
|
New Zealand |
FMA |
Board |
5 |
Allowed |
Governor-General |
Not required |
|
Norway |
NFSA |
Board |
4 |
Allowed |
King in Council |
Not required |
|
Minister of Finance |
||||||
|
Peru |
SMV |
Board of Directors |
6 |
Not allowed |
Government |
Not required |
|
Poland |
KNF |
Commission |
5 (Chair only) |
Allowed |
Prime Minister (Chair and Vice‑Chairs) and other respective institutions |
Not required |
|
Portugal |
CMVM |
Board of Directors |
6 |
Not allowed |
Council of Ministers’ Resolution |
Required5 |
|
Romania |
ASF |
Board |
5 |
Allowed |
Parliament |
Required |
|
Saudi Arabia |
CMA |
Board of Commissioners |
5 |
Only once |
Royal Order |
Not required |
|
MCI |
Minister |
4 |
Allowed |
Royal Order |
|
|
|
SAMA |
Board of Directors |
4 (Governor and Vice‑Governor) 5 (other members) |
Allowed |
Royal Order |
||
|
IA |
||||||
|
Singapore |
MAS |
Board |
Up to 3 |
Allowed |
President |
The directors are appointed by the President, as prescribed in the MAS Act |
|
ACRA |
Board |
2 |
Allowed |
Minister |
||
|
Slovak Republic |
NBS |
Bank Board |
6 |
Allowed |
Nominated by the Government, appointed by the President |
Required for the governor and deputy governors |
|
Slovenia |
ATVP |
Director |
6 |
Allowed |
Government |
Required |
|
South Africa |
CIPC |
Commissioner |
5 |
Allowed |
Minister of Industry, Trade and Competition |
Not required |
|
FSCA |
Executive Committee |
5 |
Allowed |
Minister of Finance |
Not required |
|
|
Spain |
CNMV |
Board |
4 |
Only once |
Government |
Not required |
|
Ministry of Economic Affairs and Digital Transformation |
||||||
|
Sweden |
FI/SFSA |
Board |
3 |
Allowed |
Government |
Not required |
|
Switzerland |
SER |
Regulatory Board |
3 |
Allowed |
SIX |
Not required |
|
Türkiye |
CMB |
Board |
4 |
Allowed |
President of the Republic |
Not required |
|
United Kingdom |
FCA |
Board |
3 |
Allowed |
Treasury |
Not required |
|
United States |
SEC |
Commission |
5 |
Allowed |
President |
Required |
1. In Canada, for Ontario specifically, the Board of Directors governs the affairs of the OSC and is the ruling body in charge of corporate governance.
2. In Hungary, other members of the Financial Stability Board may be appointed until revocation by the President of the Central Bank of Hungary.
3. In India, the Chairperson and every whole-time member shall hold office for such period, not exceeding five years, as may be specified in the order of appointment, and the Chairperson shall be eligible for re-appointment, provided that no person shall hold office as the Chair or a whole-time member after attaining the age of 65 years.
4. In Lithuania, the Chair may be appointed to this position for an unlimited number of terms. The Vice-Chairs and other members of the Board may be appointed to these positions for a maximum of two consecutive terms.
5. In Portugal, the members of the board of directors are appointed by resolution of the Council of Ministers, taking into account the reasoned opinion of the competent committee of the parliament.
References
[2] Autorité Des Marchés Financiers (2025), The AMF Board, https://www.amf-france.org/en/amf/our-organisation/amf-board (accessed on 15 May 2025).
[3] SIX Exchange Regulation AG (2025), About SER, https://www.ser-ag.com/en/about.html (accessed on 16 May 2025).
[1] U.S. Securities and Exchange Commision (2025), SEC Commissioners, https://www.sec.gov/about/sec-commissioners (accessed on 15 May 2025).