The G20/OECD Principles of Corporate Governance recommend that the corporate governance framework protects and facilitates the exercise of shareholder rights and ensure equitable treatment of all shareholders. Chapter 3 provides detailed information on frameworks for general shareholding meetings, including their format, shareholder rights to request meetings, place items on the agenda and vote. It includes new data on voting eligibility and proxy voting frameworks, rights to pose questions and propose shareholder resolutions before and during shareholder meetings, as well as meeting minutes disclosure. The chapter also covers frameworks for the review of related party transactions, triggers and mechanisms for corporate takeover bids, frameworks for the responsibility of institutional investors and proxy advisors, and company groups.
OECD Corporate Governance Factbook 2025
Abstract
All Factbook jurisdictions require publicly traded companies to provide advance notice of general shareholder meetings, with 51% establishing a minimum notice period ranging between 15 and 21 days, while another 39% provide for longer notice periods and 10% for shorter periods.
In line with the recommendations of Chapter II of the G20/OECD Principles of Corporate Governance, the corporate governance frameworks of all Factbook jurisdictions provide for dates and methods for notifying shareholders of general shareholder meetings to ensure they receive information in advance.
One-third of jurisdictions do not require the shareholder meeting notice to be sent to all shareholders. The remainder include this requirement in their laws and regulations (Table 3.1, Table 3.5). Minimum notice periods for notifying general shareholder meetings vary. Since 2015, a growing number of jurisdictions have amended their frameworks to guarantee longer notice periods, including in response to the EU Shareholder Rights Directive which requires a period of at least 21 days for annual general shareholder meetings (AGMs).1 During 2023-24, only two countries amended their notice period: Latvia shortened it from 30 to 21 days, while Luxembourg extended it from 16 to 30 days.
Note: Based on 52 jurisdictions, see Table 3.5 for data. * Canada and the United States are classified in the category above 28 days but actual notice periods vary depending on state and provincial jurisdictions. ** Colombia, Korea, Malaysia and New Zealand are classified based on the shorter notice period required by law, but their corporate governance codes recommend longer notice periods.
Overall, 38% of Factbook jurisdictions require a notice period of 20 or 21 days before the meeting takes place. While 31% adopt longer notice periods above 28 days and 12% have notice periods between 22 and 28 days, 19% adopt shorter notice periods under 20 days, which most commonly are set at 14 or 15 days prior to the shareholder meeting (Table 3.1, Table 3.5). Voluntary code recommendations are used as a way of supporting longer notice periods. New Zealand, for example, has one of the shortest notice periods, at 10 days set by law, but the NZX Corporate Governance Code recommends companies to provide a longer notice of at least 20 working days or otherwise explain the reasons for a shorter notice in companies’ compliance report against the NZX Code. Colombia’s code recommends a notice period of 30 days, twice as long as the 15-day notice period set by law. In some cases, such as in Italy, the minimum notice period changes depending on the item on the agenda, whereby 40 days are required for board renewal, but 21 days are sufficient for a reduction of the share capital.
Almost all Factbook jurisdictions require one or more methods of notification for general shareholder meetings. Notices can be circulated by direct notification, through a stock exchange or regulator’s electronic platform, as well as publication on the company’s website or in a newspaper (Figure 3.1). For example, in Latvia, companies notify shareholders of general meetings by publishing the information in the official electronic system, called the Central Storage of Regulated Information (ORICGS).
Note: Based on 52 jurisdictions. Jurisdictions may be counted in more than one category. See Table 3.5 for data.
Eighty-eight percent of jurisdictions establish record dates in law or regulations and the majority set it within a week of the general meeting of shareholders. Sixty-two percent of jurisdictions do not provide cut-off dates, giving custodians and companies more discretion to set them. Only 12% of jurisdictions establish cut-off dates within one day of the shareholder meeting, allowing shareholders more time to cast an informed vote. Share blocking is not imposed in 62% of Factbook jurisdictions, while 35% do not expressly regulate or address the issue in their framework.
Record dates represent the deadline by which shareholders are to be registered and identified to be eligible for voting. New data in this edition show that 48 countries have a law or regulations setting the record date of ownership (or a range of dates), of which four (Australia, Canada, Malaysia, South Africa) also provide further specifications in their listing rules. Only Hong Kong (China) and Switzerland have non-binding recommendations on the record date of ownership. Brazil and Costa Rica have no framework for setting a record date (Figure 3.2, Table 3.5).
Share blocking refers to the practice of restricting shareholders from selling, transferring or lending their shares for a specific period before a general shareholder meeting in order to be eligible to vote, most commonly after the record date deadline. The legal framework of 32 jurisdictions specifically allows disposing of shares after the record date. Argentina and Mexico explicitly prohibit by law the sale of shares after the record date and 18 jurisdictions do not have a specific framework.
Cut-off dates mark the deadline for shareholders to provide proxy voting instructions before the AGM. Intermediaries and custodians may set voting deadlines significantly in advance of the AGM, which can hinder investors from voting with the most up-to-date information (ICGN, 2024[1]). To ensure shareholders can cast informed votes, they should be given enough time to review proxy materials between the moment they receive them and the cut-off dates. Thirty-two jurisdictions leave cut-off dates to intermediaries, custodians and companies’ discretion, whereas 20 jurisdictions regulate them by law. When cut-off dates are provided by law, only six countries set them within one day of the AGM (France, Indonesia, Israel, Italy, Latvia, Türkiye) and eight within seven days (Figure 3.2, Table 3.5). The recent OECD report Shareholder Meetings and Corporate Governance: Trends and Implications includes detailed data on voting frameworks in 50 markets and analysis of different approaches adopted (OECD, 2025[2]).
Note: Based on 52 jurisdictions. See Table 3.5 for data. When jurisdictions indicated the use of working days, trading or market days, five working days were considered equivalent to one week. Switzerland has a code recommendation for the record date deadline and the record date is counted in the category “No specific time” as the recommendation specifies that it should occur within a few days.
In all Factbook jurisdictions, minority shareholders have the right to request an extraordinary shareholder meeting subject to specific ownership thresholds. These vary from as low as 1% to a maximum of 25%. All but nine countries set a specific timeframe to convene and hold the meeting.
Shareholder proposals are growing and focus on a variety of issues. All Factbook jurisdictions have either provisions or recommendations for minority shareholders’ right to request the addition of agenda items. Ownership thresholds for requesting the addition of shareholder proposals to a meeting agenda are lower than for requesting a meeting in most jurisdictions and are often coupled with additional or alternative requirements. New shareholder resolutions during meetings are allowed with more stringent ownership thresholds or in many cases limited to topics listed on the agenda.
For minority shareholders’ request for an extraordinary shareholder meeting, 84% of jurisdictions require that the meeting takes place within a specific time period after the shareholders’ request (Table 3.2). The most common minimum time period ranges between 31 and 90 days (26 jurisdictions). Three countries allow for longer periods: Finland sets a three‑week minimum and a three‑month maximum and Bulgaria and Latvia have a three‑month period requirement. Conversely, only three countries (Mexico, Peru, Poland) have time limits of 15 days or less.
Note: Based on 52 jurisdictions, see Table 3.6 for data. When jurisdictions have specified a range of minimum and maximum times, they have been categorised based on the minimum time stipulated to hold the meeting. * Italy’s requirement that the meeting be called “without delay” has been interpreted by courts as within 30 days. Korea’s requirement for “promptly” holding the meeting has been categorised as having no specific deadline
Nine of the Factbook jurisdictions do not have a specific deadline for requesting a shareholder meeting (although in Korea there is a non-specific requirement for “prompt” notifications). During 2023-24, Switzerland established a 60-day period to grant the meeting request, Brazil extended it from 23 to 29 days and China from 10 days to 2 months.
All Factbook jurisdictions apply an ownership threshold to shareholders for requesting a meeting. The most common minimum threshold is 5%, established in 25 jurisdictions, while 7 jurisdictions set it lower. Twenty countries have thresholds above 5%, most commonly set at 10%, with the exception of Costa Rica and Peru which require a 25% and 20% share ownership, respectively.
The thresholds for requesting an extraordinary meeting and placing items on the agenda are the same in 28 jurisdictions (Table 3.3). Twenty-one jurisdictions set lower thresholds below 5% of shares for requesting the addition of an agenda item. Among these, New Zealand and Norway subject it to owning only one share. Additional specific conditions also apply in some cases. Austria and Korea have specific and minimum share ownership requirements: 5% ownership with three months holding in Austria and 0.5% ownership with 6 months of continuous holding in Korea. Brazil, Czechia and France have ownership thresholds ranging from 1% to 5%, depending on the company share capital. China recently lowered the threshold from 3% to 1% with the reform of its Company Law which entered into force in July 2024. Only six countries set minimum thresholds above 5%, with Costa Rica setting the highest legally required minimum threshold of 25% (Table 3.3).
In more than three-quarters of Factbook jurisdictions, the company has a timeline to accept and publish the shareholder proposal request prior to the meeting. A few jurisdictions specify the grounds for which companies can refuse to include shareholder proposals for the addition of new agenda items, for example in Canada and the United States.
New data on the right to propose shareholder resolutions during a meeting show that in most cases, more stringent conditions apply to this shareholder right to protect absentee shareholders or shareholders who may have cast their vote in advance. In nine countries, the right to propose new resolutions during a meeting requires 100% agreement of the share capital. In 14 jurisdictions, the possibility of submitting new proposals is limited to items already on the meeting agenda. In four countries, the scope of new resolutions is not limited to agenda items and is not subject to any ownership threshold (Canada, Colombia (70% share ownership required only for extraordinary shareholder meetings), Finland, Sweden) (Table 3.6).
Note: Based on 52 jurisdictions, see Table 3.6 for data. “1” denotes a jurisdiction with additional or alternative requirements other than a percentage of shareholding (e.g. minimum holding period, minimum number of shareholders, minimum value). “2” denotes a jurisdiction with more than one requirement.
Ninety percent of Factbook jurisdictions allow companies to issue shares with no voting rights (except for limited items) and only a few of them limit them to a certain percentage of the share capital. Ninety-two percent of countries also permit listed companies to issue shares with preferential rights to dividends.
Furthermore, since 2020, there has been a significant increase in Factbook jurisdictions that allow companies to issue shares with a different number of votes per share, deviating from the concept of “one share one vote”. Sixty percent of Factbook jurisdictions allow these shares and 13% do not have a specific framework in place.
The G20/OECD Principles recognise the possibility for companies of having different classes of shares with different rights attached, and recommend that, within the same series of a class, all shareholders should be treated in an equal manner (Principle II.E.). Classes of shares may provide no voting rights (except for limited items) with or without preferential rights to dividends, or give shareholders a different number of votes per share (multiple voting rights or fractional shares).
Germany, Indonesia, Israel and Romania prohibit listed companies from issuing shares with no voting rights except for limited and specific items, and Türkiye does not have a framework for this issue. Among jurisdictions that allow shares with voting rights for limited items, further restrictions apply in six: these shares are limited to 25% of the share capital in Korea; 50% in Brazil, Italy and Japan; or are only allowed for preference securities in Australia and Hong Kong (China).
All but four countries (Australia, the Netherlands, Sweden, Türkiye) permit preference shares (shares without voting rights that grant a preferential right to dividends). Compared to 2014, when 30 jurisdictions allowed preference shares (with 8 of them imposing some limits to their issuance), the number has grown over the years, to 47 jurisdictions (with 14 imposing limits) as of end of 2024. Among the 14 imposing limitations, 3 countries (France, Korea, Romania) allow them only up to 25% of the share capital, 9 countries allow them up to 50% and Czechia allows them up to 90%. Three countries removed their restrictions on the issuance of preference shares during 2023-24: Lithuania, Luxembourg and Mexico. Half of Factbook jurisdictions prohibit or do not have a framework for shares without voting rights and without preferential dividend rights (Figure 3.3, Table 3.7). In 2023-24, China, Mexico and Saudi Arabia made changes to their framework to permit this share class.
Note: Based on 52 jurisdictions. For the category “Issuing shares with no voting rights except for limited items” data are presented for the 51 jurisdictions which specify whether the category is allowed or not. For the category “Issuing shares without voting rights and with preferential rights to dividends” data are presented for 51 jurisdictions which specify whether the category is allowed or not for the category “Issuing shares without voting rights and without preferential rights to dividends” data are presented for the 40 jurisdictions that specify whether the category is allowed or not. See Table 3.7 for data.
The share of Factbook jurisdictions allowing multiple voting rights or fractional shares (shares with a different number of votes per share, which do not follow the one-share-one-vote principle), has continued to grow. In 2024, 60% of jurisdictions allow these shares, compared to 55% in 2022 and 44% in 2020 (Figure 3.4, Table 3.7). For example, China and Saudi Arabia updated their frameworks in 2023-24 to allow these shares. In China, the revised Company Law allows listed companies to have class shares with special voting rights or class shares with restricted transferability, when these were issued prior to the public offering. Italy revised its framework in 2024 to allow multiple voting shares of up to ten votes (previously the maximum was three) for companies that issued them before listing. The United Kingdom also revised the UK Listing Rules in July 2024, including its framework for classes of equity shares with enhanced voting rights.
Other countries impose specific limits or conditions on the use of these share classes. For example, Sweden limits them to one-tenth of the share capital and Germany allows multiple voting rights shares only for registered shares. The number of jurisdictions explicitly prohibiting such shares decreased from 40% in 2020, to 31% in 2022 and 27% in 2024 (Figure 3.4, Table 3.7). For example, in 2023, Mexico removed the prohibition to issue multiple voting rights shares from the Securities Market Law. Thirteen percent of jurisdictions do not have an express framework for shares with a different number of votes per share. For example, in the Netherlands, although there is no explicit provision, companies can provide for multiple voting rights shares in their articles of association,2 generally dual class shares or loyalty voting structures. Based on case law, loyalty voting shares are allowed if they meet a proportionality criteria test. Other jurisdictions with loyalty shares schemes, which aim to curb corporate short-termism and promote long-term engagement of shareholders, are France, Italy and Spain.
Note: The data are for 52 jurisdictions in 2024, 49 in 2022 and 50 in 2020. See Table 3.7 for data. “Allowed” includes jurisdictions where shares with a different number of votes per share are allowed upon condition. In 13% of jurisdictions there is no express framework.
Source: OECD (2021[3]), OECD Corporate Governance Factbook 2021, https://doi.org/10.1787/783b87df-en; OECD (2023[4]), OECD Corporate Governance Factbook 2023, https://doi.org/10.1787/6d912314-en.
As part of the broader European Listing Act, which came into force in December 2024, the EU approved the Multiple-Vote Share Structures Directive to be implemented by December 2026. This EU Directive aims to harmonise member countries’ regulatory frameworks for companies that seek admission to trading on multilateral trading facilities and to reduce instances of regulatory arbitrage between different frameworks on the issue of multiple voting share rights. Furthermore, it provides safeguard measures for shareholders that do not hold multiple voting share rights.3
Voting caps, whereby a company limits the number of votes that a single shareholder may cast, are permitted in 56% of Factbook jurisdictions and prohibited in 21%.
A growing majority of jurisdictions require listed companies to publish voting results promptly (within five days) after the general meeting. Seventy-five percent prescribe a formal procedure of vote counting and 4% subject vote counting to a shareholder request. A similar trend is observed for the disclosure of the number or percentage of votes for, against and abstentions, which is required in 88% of Factbook jurisdictions and conditional upon shareholder request in 4%. Seventy-seven percent of jurisdictions require disclosure of minutes of general shareholder meetings to the public by law and 12% have a code recommendation.
Seventy-five percent of Factbook jurisdictions have formal procedures for vote counting, up from 49% in 2014. Two jurisdictions (New Zealand and Sweden) provide formal vote counting upon shareholder request, while only Costa Rica recommends such a process. The OECD report Shareholder Meetings and Corporate Governance: Trends and Implications includes data on vote counting methods in 50 jurisdictions. Jurisdictions adopt different practices, but the designation of an independent party to count and audit voting results is the most common practice, established by law in 14 jurisdictions and in listing rules in 3. Such a practice is not required or recommended in 33 jurisdictions. End-to-end confirmation of voting is required by law in 18 jurisdictions and in listing rules in 2 countries (Malaysia and Singapore), while it is recommended in Indonesia (OECD, 2025[2]).
All Factbook jurisdictions except New Zealand require disclosure of the outcome of voting decisions for each agenda item. Thirty-two jurisdictions require disclosure immediately or within 5 days of the AGM and 19 have a timeframe of between 6 and 15 days (Figure 3.5). In 46 jurisdictions, the legal framework requires that companies disclose the number of votes expressed in favour or against a decision and abstentions in addition to a vote’s outcome. In addition, in two more countries (Denmark, Sweden), this disclosure is conditional to shareholder request, while in Canada it is required if the vote was conducted by ballot (Table 3.8).
New data in this Factbook show that 76% of jurisdictions require public disclosure of meeting minutes, 10% of which also have a recommendation in their code in addition to the requirement (Hong Kong (China), Lithuania, Malaysia, United Kingdom). Twelve percent of countries address the disclosure of meeting minutes only through a non-mandatory code recommendation and another 12% do not have a framework (Figure 3.5, Table 3.8).
Note: Based on 52 jurisdictions. Jurisdictions with requirements for “prompt” or “immediate” disclosure are included within the category of up to five days. See Table 3.8. for data.
During 2023-24, the share of Factbook jurisdictions allowing virtual-only shareholder meetings increased from 76% to 85%, while those allowing hybrid meetings rose from 86% to 94%. With the growing popularity of remote meeting formats, 83% of Factbook jurisdictions now address in their framework the issue of equal participation of shareholders, up from 70% in 2022. Conversely, 42% of Factbook jurisdictions lack a framework for managing digital security risks and 48% provide no protection for shareholders in the event of meeting disruptions.
The G20/OECD Principles recommend that legal frameworks ensure equal access to information and opportunities for participation of all shareholders, regardless of how shareholder meetings are conducted. The trend since 2022 is of an increase in the number of jurisdictions allowing remote and hybrid formats. As of the end of 2024, 85% of jurisdictions allow virtual meetings (where all shareholders may attend the meeting and exercise certain rights virtually), often subject to a provision in the company articles of association, up from 76% in 2022, and 94% permit companies to hold hybrid meetings (where some shareholders attend the meeting and exercise their rights physically and others virtually), up from 86% (Figure 3.6). A number of countries have adopted or are considering reforms; for example, Ireland amended the Companies Act 2014 in December 2024 to allow virtual meetings on a more permanent basis, after extending the emergency framework enacted during the pandemic, and Korea and the Netherlands have proposed amendments pending adoption (OECD, 2025[2]).
Twenty-three Factbook jurisdictions allow or recommend hybrid meetings to be held only subject to specific provisions in the company’s articles of association or bylaws. Half of the jurisdictions require or recommend a provision in the articles of association for virtual-only meetings (Figure 3.6, Table 3.9). Shareholders’ approval of the inclusion of such provisions in the company’s articles of association is considered an important safeguard by shareholders, and is often coupled with specific time limits (as in Germany) or the inclusion of specific conditions. As of the end of 2024, virtual-only shareholder meetings are not permitted in China, the Netherlands, and Türkiye, although all three countries allow hybrid meetings. For example, in China, according to the Listing Rules, shareholder meetings must be convened through a combination of on-site meeting at a physical venue and electronic voting. Malaysia amended the Bursa Malaysia Main Market Listing Requirements to prohibit virtual-only meetings starting from March 2025 and require listed companies to hold either in-person or hybrid general meetings.
Note: Based on 52 jurisdictions, see Table 3.9 for data. Virtual meetings are defined as shareholder meetings where all shareholders may attend the meeting and exercise certain rights virtually whereas hybrid meetings are defined as shareholder meetings in which certain shareholders may choose to attend the meeting and exercise their rights physically and others virtually.
Different shareholder meeting formats and remote participation are leading to the adoption of guidance at the jurisdiction and company level. Sub-Principle II.C.3. recognises the role that codes of conduct may have in providing guidance and ensuring proper engagement and equal treatment of shareholders during remote meetings. The 2025 OECD report on shareholder meetings found that 29 out of 50 jurisdictions have adopted corporate governance code recommendations or other specific guidance on remote participation in AGMs (OECD, 2025[2]). Amongst Factbook jurisdictions, only 15% require companies to adopt a code of conduct and one country recommends it (South Africa).
Forty-three Factbook jurisdictions have requirements or recommendations to promote equal participation in meetings of all shareholders. Australia, for example, clarifies in the law that all meetings, regardless of their format, must give shareholders a reasonable opportunity to participate, ask questions and make comments. New Zealand addresses equal participation in the NZX Corporate Governance Code, which recommends that issuers design shareholder meeting arrangements to encourage shareholder participation and provide shareholders the option to receive communications from the issuer electronically.
Twenty-three Factbook countries address the management of digital security risks arising from remote meeting formats by law, while China addresses it by listing rules. Six jurisdictions (Costa Rica, Hong Kong (China), Hungary, Lithuania, Malaysia, Singapore) have a code recommendation. The main safeguards concern shareholder identification but also address the issues of staff skills and the management of confidential and sensitive information (Table 3.9) (OECD, 2025[2]).
Forty-eight percent of jurisdictions have requirements or recommendations on shareholder protections in case of digital disruptions during shareholder meetings. More than half of Factbook jurisdictions leave this to companies’ discretion and do not provide shareholders with explicit safeguards if disruptions occur. In some countries, the board is responsible for running the meeting and ensuring that there are no disruptions. In Indonesia and Türkiye, the responsibility lies with the agency running the platform. In other cases, the framework specifies that shareholders bear the risk of disruptions if they choose to attend remotely, or specifies remedies, like postponement of the meeting or specific technical support in case problems arise (OECD, 2025[2]).
While shareholder questions prior to general shareholder meetings are allowed in most Factbook jurisdictions, in 62% of jurisdictions there is no requirement or recommendation to answer questions submitted before meetings for all meeting formats. Only one-third provide a specific deadline for submitting questions and less than one-quarter recommend a deadline.
A majority of Factbook jurisdictions require companies to answer shareholder questions during meetings. Recommendations to answer all questions at the meeting are more common for remote meetings than in-person ones. In 56% of jurisdictions shareholders are allowed by law or recommendation to pose questions to the external auditor during AGMs.
Sub-Principle II.C.3. of the G20/OECD Principles recommends that shareholders should have equal opportunities to participate in general shareholder meetings regardless of the format adopted. With certain markets and companies experiencing disruptions during shareholder meetings, the clarity of the framework for posing questions, along with guidance on how to chair meetings, has become increasingly important. This is analysed in detail in the OECD peer review on shareholder meetings (OECD, 2025[2]).
Shareholder questions before general shareholder meetings are regulated by law in the majority of jurisdictions, regardless of meeting formats. Less than 20% of Factbook jurisdictions have code recommendations for questions prior to shareholder meetings. Even among the countries that provide a rule or recommendation on questions before the meeting, only one-third provide a clear deadline for submitting questions in the law and less than one-quarter in a code recommendation (Figure 3.7, Table 3.10). In Italy, further to the Capital Market Law of 2024, meetings can be held behind closed doors only with a shareholder representative.4 Therefore, in this meeting format, shareholders only have the right to send questions ahead of the AGM, which have to be answered by the board at least three days before the meeting. Sixty-two percent of Factbook jurisdictions do not have a requirement or recommendation that companies answer questions received before the general meeting.
Note: Based on 52 jurisdictions, see Table 3.10 for data.
During remote meetings, shareholder questions may be posed in person or remotely via audio/video or in writing via chat. Having the possibility to see other questions posed in real-time can improve the transparency of shareholder dialogue as well as engagement during meetings. Only 15 jurisdictions have a provision that allows shareholders to send and see other questions during the meeting and 4 have a recommendation. Thirty-three jurisdictions do not have a framework.
One-third of Factbook jurisdictions do not require or recommend companies to answer all questions during meetings in either in person or remote formats. More than one-half have a provision requiring that all questions posed be answered during the meeting. Fifteen percent of Factbook jurisdictions have recommendations for answering all questions during shareholder meetings in remote format and a slightly lower share of 10% have recommendations for in-person shareholder meetings.
Shareholder meetings also represent an opportunity to question the external auditor. Nineteen countries allow by law shareholder questions to the external auditor, one by listing rule (Singapore), and nine have a code recommendation. Twenty-three countries do not have a framework for questions to the external auditor.
All Factbook jurisdictions have a framework for related party transactions, with a definition for “related party”. Factbook jurisdictions address risks posed by such transactions through a combination of targeted measures concerning immediate and periodic disclosure as well as approval processes by boards and/or shareholders.
Disclosure of related party transactions is among the most common safeguards across Factbook jurisdictions, usually involving a combination of both immediate and periodic disclosure requirements in order to provide investors with timely and accurate information on such transactions. Requirements for immediate disclosure continue to increase and are in effect in all but three Factbook jurisdictions, while periodic disclosure is established in all.
Related party transactions can produce efficiency gains for companies but carry inherent conflicts of interest that may increase risks of asset mismanagement and unequal treatment of shareholders. To address these risks, regulatory frameworks generally establish safeguards to ensure that such transactions are properly monitored and conducted in the best interests of the company and its shareholders. These measures often include independent and external reviews, along with multiple layers of approval that exclude or minimise the influence of directors and shareholders with conflicts of interest. As a result, related party transactions are generally allowed, except in rare cases, such as certain loans between a company and its directors.
All Factbook jurisdictions provide a definition of “related party” in their frameworks. This is in line with Sub-Principle II.F.1. that calls for conflicts of interest inherent in related party transactions to be addressed. Definitions are contained in sources ranging from law and regulations to code recommendations and accounting standards (Table 3.11). All jurisdictions require periodic disclosure in financial statements, following either International Accounting Standards (IAS24) or a local standard similar to IAS24 (Figure 3.8). The percentage of jurisdictions adopting IAS24 or that allow choosing between IAS24 and a similar local standard gradually increased from 71% in 2014 to 82% in 2018, 84% in 2022 and 90% (47 jurisdictions) in 2024. Additional periodic disclosure requirements apply in 87% (Table 3.12).
Ninety-four percent of Factbook jurisdictions require immediate disclosure of material related party transactions, an increase from 88% in 2022 and 50% in 2016, with the transposition of the EU Shareholder Rights Directive II (SRD II) among EU Member countries accounting for a large part of it.5 During 2023-24, Korea, Luxembourg and Portugal specified this requirement. Countries apply the obligation for immediate disclosure of related party transactions in different ways. Some jurisdictions impose a real-time disclosure obligation, while others require it within a few days of the transaction. In Luxembourg, for example, listed companies must publicly announce material transactions with related parties at the latest at the time of the conclusion of the transaction, whereas in Brazil, disclosure must occur within seven business days.
Required disclosures for related party transactions vary widely across jurisdictions. However, the common denominator across jurisdictions is that information to be publicly disclosed should allow shareholders to determine whether the transaction is fair and has been concluded at market price. In Belgium, the Code on Companies and Associations provides that related party transactions are subject to a public announcement, at the latest when the decision is made or the transaction is concluded. The disclosure should include the name and relationship with the related party, the date and the value of the transaction, and other information necessary to assess the transaction. In Japan, listed companies must immediately disclose a summary of the decision, its anticipated impact, and any other information considered materially significant for investment decisions, including relevant details on the conflict of interest.
Note: Based on data across 52 jurisdictions. See Table 3.12 for data.
3.8.1. Approval processes
The approval process for related party transactions is key to ensuring that they are concluded on an arm’s length basis. Requirements for board approval of significant or non-routine related party transactions apply in 87% of jurisdictions, a significant increase compared to 54% in 2014. Approval processes include safeguard requirements for abstention from voting of the interested parties in 83% of jurisdictions, a review by independent board members and committees in 44%, and opinions from outside specialists in 29%.
The approval process for related party transactions often provides for one or a combination of safeguards. The number of Factbook jurisdictions requiring board approval of certain related party transactions has grown substantially. Eighty-five percent of jurisdictions require it compared to 54% in 2014. Furthermore, in some countries, although not expressly required, board approval still occurs and derives from directors’ fiduciary duties (Brazil and Switzerland). Abstention of related board members from approving the transaction is an increasingly common safeguard, now required in 83% of jurisdictions compared to 80% in 2022, 50% in 2018 and 30% in 2014 (Figure 3.9). The involvement of independent board members or the audit committee is now a widely adopted safeguard: required in 23 jurisdictions, recommended in 6, optional in Germany. In 2014, independent board members were required or recommended to have a role in the approval process in just 11 and 3 jurisdictions, respectively. A requirement or recommendation for a review of the fairness of the transaction by the external auditor or another outside specialist is less widespread, with 15 jurisdictions requiring an opinion and another 15 recommending or having such practice as optional. Twenty-two countries have no framework for outside expert opinions (Table 3.13).
The United Kingdom revised its Listing Rules in July 2024, simplifying its related party transactions regime and raising the ownership threshold for being considered a related party from 10% to 20%. The requirement for a shareholder vote for large, related party transactions exceeding 5% has been removed. Instead, such transactions must be approved by the board, excluding related parties, supported by an expert opinion from a sponsor on the transaction’s terms. The updated framework also provides detailed guidance on which related party transactions can be considered part of the ordinary course of business.
In 40% of jurisdictions, board approval, abstention of related parties from the decision and a review by independent board members or the audit committee are cumulatively required for significant related party transactions. Only 11% also impose a review by an external specialist or auditor.
Note: Based on data for 52 jurisdictions. Table 3.13 for data. In Italy, an opinion by an outside specialist is required if requested by independent directors and such practice has been characterised as “recommended or optional”.
Two-thirds of Factbook jurisdictions require shareholders to approve related party transactions above certain thresholds or not on market terms in addition to or as an alternative to board approval. Almost one-half of the jurisdictions that prescribe shareholder approval specify some additional requirements in terms of the approval required, often in the form of approval by non-interested shareholders or majority requirements. A less widespread practice is to call for an external auditor opinion or outside specialist opinion on the related party transaction’s fairness prior to its approval.
Shareholder approval is a mechanism established in 36 jurisdictions and is generally triggered by specific conditions set out in the legal framework. During 2023-24, Brazil and Germany specified this requirement, while the United Kingdom removed it. In some countries, shareholder approval is conditional upon the non-approval by the board or supervisory board (Brazil, Germany, Slovenia) or if independent directors previously disapproved the transaction (Italy, Türkiye). In Colombia, Greece, Indonesia, Latvia, the Netherlands, Peru and Saudi Arabia, shareholder approval is required for cases involving board members’ conflicts of interest, with some differences between these frameworks (Figure 3.10).
Fourteen jurisdictions require minority approval at least in certain cases and 11 have majority approval requirements. Chile requires two‑thirds majority approval, and six countries require a simple majority while precluding shareholders that are related parties from participating in the vote. Among these, Slovenia requires both a qualified majority of three‑fourths and also precludes related parties from voting.
Obtaining an opinion or evaluation from the external auditor is a precondition for shareholder approval in 9 jurisdictions, while 17 jurisdictions require an opinion from an outside specialist (Figure 3.10, Table 3.14). In 2024, Ireland revised its listing rules and removed the requirement for an outside specialist review of related party transactions.
Note: Data based on 52 jurisdictions. See Table 3.14 for data. Jurisdictions that have a simple majority requirement and exclude interested parties from voting (Australia, Latvia, Malaysia, Slovak Republic, Norway) are categorised as “Minority approval”. Indonesia and Slovenia have special approval requirements and are categorised as “Others or n.a.” For the conditions for shareholder approval, in Italy, an opinion by an outside specialist is required only if requested by independent directors and therefore such practice has been characterised as “Recommended or optional”.
In framing mandatory takeover bid rules, four‑fifths of jurisdictions take an ex post approach, while the remainder apply an ex ante approach. Nearly half of the jurisdictions have established minimum thresholds between 30% and 33%, and 86% set minimum bidding price requirements.
More than 35 000 companies have delisted worldwide since 2005 and in this context, takeover bid frameworks can play an important role. As delistings may accompany or follow takeover bids, these frameworks can be particularly relevant for ensuring that minority shareholders are treated fairly.
All Factbook jurisdictions but one have regulations for takeover bids, but some allow for flexibility. For example, Switzerland allows individual companies to repeal the requirement or increase the threshold. Among the 51 jurisdictions that have a mandatory takeover provision, 42 take an ex post approach, where a bidder is required to initiate a takeover bid after acquiring shares exceeding the threshold. The remaining nine countries take an ex ante approach, where a bidder is required to initiate a takeover bid for acquiring shares that would exceed the threshold (Table 3.15).
Approximately half of the jurisdictions establish multiple thresholds that can trigger mandatory takeover bid requirements, including small increments above the minimum threshold. Around half fall within the 30-33% range, with calculations typically including all affiliated parties. Chile and New Zealand apply some of the least restrictive triggers, setting the threshold at two-thirds and 90%, respectively. Several countries have established triggers at 50% or higher, but in some cases (Argentina, Estonia, Indonesia, Türkiye), jurisdictions also impose a trigger if a shareholder or associated shareholders are able to control the appointment of a majority of the board (Figure 3.11, Panel A). In practice, even when a bidder does not exceed the thresholds, voluntary bids, which are typically subject to flexible conditions, are often initiated based on the strategic considerations of acquiring companies.
In addition to takeover bids, many jurisdictions provide a squeeze-out provision which allows a bidder acquiring a very high percentage of shares to force the buyout of remaining shareholders at a fair price, enabling the bidder to take full control of the company. In the EU, the Takeover Bids Directive provides for a squeeze-out once a bidder reaches a threshold between 90% and 95%, depending on each Member State.
Requirements for the minimum bidding price have been established in 86% of jurisdictions with mandatory takeover bid rules, while others do not impose specific requirements, leaving the price to be determined by market mechanisms. The minimum bidding price is often determined by: a) the highest price paid by the offeror (within 3‑12 months); b) the average market price (within 1‑12 months); or c) a combination of the two (Figure 3.11, Panel B).
Note: These figures show the number of jurisdictions in each category. See Table 3.15 for data.
Most organisations responsible for takeover bids are financial authorities or securities authorities and they are generally also the public regulators of corporate governance. However, eight countries (Australia, Austria, Ireland, New Zealand, Singapore, South Africa, Switzerland, the United Kingdom) have established a takeover panel to oversee takeovers (Figure 3.12). These panels typically consist of financial market specialists, including lawyers, and their main role is to ensure takeover bids are conducted fairly and in accordance with a set of rules, thereby protecting shareholders’ rights throughout the process.
Note: When both a securities regulator and a takeover panel are responsible for the takeover bids in a country, the country is categorised as a takeover panel. See Table 3.15 for data.
The frameworks for institutional investors and related intermediaries vary across jurisdictions and are formed by a mix of laws, codes, self-regulatory requirements, guidance and other mechanisms.
Institutional investors own a large share of global market capitalisation, accounting for 47% at the end of 2024 (Chapter 1). Although they are mainly profit-maximising intermediaries that invest on behalf of their ultimate beneficiaries, institutional investors differ in their strategy for engaging in corporate governance. For some active investors, engagement in corporate governance is a natural part of their business model. For other investors, including most passive investors, the offer to their clients does not include active engagement.
3.10.1. Stewardship code
An increasing number of jurisdictions have established stewardship codes.
Many jurisdictions impose different requirements for different types of institutional investors, such as mutual funds, pension funds, insurance companies and hedge funds. However, if the institutional investors controlling a significant number of shares in a market are foreign-based, requirements for enhancing corporate governance practices may not be very effective if they only apply to domestic institutional investors. In this context, many jurisdictions are paying increasing attention to voluntary initiatives such as a stewardship code, which both foreign and domestic institutional investors can commit to follow. Nineteen Factbook jurisdictions have a stewardship code or principles with features similar to such a code. While the majority of codes have been developed by industry-led organisations, public authorities have also taken the lead in several jurisdictions (Hong Kong (China), India, Japan, Malaysia, Spain, Türkiye, the United Kingdom) (Table 3.4). Signatories of the code may be required to explain in their annual reports the extent to which they have complied with or deviated from its principles, and some public authorities publish a list of signatories. For example, as of March 2025, there are 340 signatories to Japan’s Stewardship Code and 297 to the United Kingdom’s Stewardship Code (FSA, 2025[5]; FRC, 2025[6]).
Note: In countries shown in blue italics, stewardship codes have been established by private organisations, while in countries shown in black, they have been established by public authorities. The table includes codes or principles with features similar to stewardship codes, irrespective of their official names.
1. Denmark passed legislation regarding stewardship and thereby made 6 of the 7 stewardship principles mandatory. The Stewardship Code was therefore applicable until January 2019.
3.10.2. Institutional investors
Over the past decade, more and more jurisdictions have established frameworks that oblige or encourage institutional investors to disclose voting policies and voting records as well as to address conflicts of interest. The majority of jurisdictions have established specific requirements or recommendations with regard to engagement, although regulatory tools vary across jurisdictions.
Several jurisdictions set forth legal requirements regarding the exercise of voting rights by some types of institutional investors. For instance, in Israel, institutional investors must participate and vote on certain resolutions. Other jurisdictions impose constraints on institutional investor voting. For example, in Sweden, AP7, one of the state‑owned pension funds, is, as a main rule, prohibited from voting its shares in Swedish companies, unlike the other pension funds (AP1‑4).
Although the past two years have not seen any major changes globally in stewardship frameworks for institutional investors, there has been an important shift in the long term. Following the implementation of the EU Shareholder Rights Directive II (SRD II), the number of jurisdictions with a framework for voting increased markedly. Eighty-eight percent of jurisdictions now require or recommend that some institutional investors disclose their voting policies, compared to 54% in 2014. Similarly, 73% of jurisdictions now require or recommend disclosure of actual voting results, up from only 39% in 2014. In addition to requiring institutional investors to report annually on how they have voted at general meetings, SRD II also requires EU Member States to ensure that institutional investors develop a policy on shareholder engagement, make the policy publicly available, and disclose how they have implemented the policy.
Almost all jurisdictions provide a framework for institutional investors to address conflicts of interest. A requirement or recommendation to establish such policies exists in 98% of jurisdictions, up from 59% in 2014. Frameworks for such disclosure have increased to 75% of jurisdictions, compared to 27% in 2014. Regarding conflicts of interest, laws and regulations are the most commonly used tools, with 81% of Factbook jurisdictions having requirements for setting policy on conflicts of interest policies (including countries with both legal and code-based provisions) and 60% requiring their disclosure. In comparison, code-based recommendations and self-regulatory requirements are used in 18% of jurisdictions for setting policies and in 16% for disclosure of policies (Figure 3.13).
Many jurisdictions go beyond provisions to encourage voting and address conflicts of interest by providing more specific guidance on other forms of ownership engagement. Over 40 jurisdictions have frameworks in place to monitor investee companies and establish policies and disclosure requirements regarding stewardship responsibilities. Reporting of actual engagement activities to beneficiaries is included in the framework in 38 jurisdictions, and maintaining the effectiveness of oversight when outsourcing voting rights to proxy advisors is included in the framework in 34 jurisdictions. The number of jurisdictions with frameworks on constructive engagement, typically involving direct dialogue with the board or management, has steadily increased and is now required or recommended in 30 jurisdictions. While requirements and recommendations regarding engagement on sustainability issues are less common than the provisions mentioned above, 15 jurisdictions now impose such legal requirements, and another 14 include them as part of code-based recommendations or self-regulatory rules (Figure 3.14).
Note: Based on 41 jurisdictions for 2014 and 52 jurisdictions for 2024. See Table 3.16 for data. The category “Law/Regulation/Rule & Code” includes the jurisdictions that have both Law/Regulation/Rule and self-regulatory requirement by industry association(s). The category “Code & Ind. Assoc. Req.” refers to jurisdictions that possess both a code and a self-regulatory requirement by industry association(s) without comply or explain disclosure requirements. Due to rounding, totals do not equal 100% for some items.
Note: Based on 52 jurisdictions. The category “Law/Regulation/Rule & Code” includes the jurisdictions that have both Law/Regulation/Rule and self-regulatory requirement by industry association(s). See Table 3.17 for data.
3.10.3. Proxy advisors
Jurisdictions use different approaches to frameworks for proxy advisors, with around half adopting requirements or recommendations.
Proxy advisors analyse resolutions presented at general shareholder meetings and provide voting recommendations to institutional investors, which are sometimes tailored to an investor’s specific preferences across a range of issues. Some proxy advisors also offer secondary services, such as consulting to listed companies. The regulatory environment surrounding institutional investors may, in part, put pressure on them to exercise their voting rights, thereby increasing demand for proxy advisory services.
Regulatory requirements for proxy advisors have become increasingly common. While the requirements and recommendations for proxy advisors often resemble those for institutional investors, such as policies addressing conflicts of interest and related disclosure, they may differ in some ways. For instance, institutional investors have fiduciary duties to the beneficiaries of their funds, whereas proxy advisors serve as advisors to institutional investors and not directly to beneficiaries.
The most common frameworks relate to the setting and disclosure of policies for managing conflicts of interest, which are required or recommended in 27 jurisdictions. Twenty-one countries regulate this through law or regulation, and an additional 6 rely on code-based recommendations. Disclosure of voting policies comes third, with 24 jurisdictions adopting such measures, followed by frameworks for reporting actual engagement activities to beneficiaries and setting policies for fiduciary responsibilities, adopted by 21 countries. Requirements or recommendations to monitor investee companies or to undertake constructive engagement are less common and are typically carried out on behalf of the institutional investors they support (Figure 3.15).
Some jurisdictions offer more specific requirements. For example, in the EU, the SRD II requires EU Member States to ensure that proxy advisors disclose any code of conduct they comply with, report on the application of the code of conduct and explain any derogations from it. They must also publish annually information related to the preparation of their research, advice and voting recommendations on their website, identify and disclose to their clients any conflicts of interest, along with the actions taken to manage these conflicts.
Some jurisdictions have established more integrated frameworks incorporating both institutional investors and proxy advisors in the same regulation or code. For example, the Malaysian Code for Institutional Investors recommends that institutional investors encourage their proxy advisors to apply the principles of the Code where relevant. Japan takes a similar approach, recommending in its stewardship code that service providers “contribute to the institutional investors’ effective execution of stewardship activities.” In the United Kingdom, the Financial Reporting Council (FRC) updated the UK Stewardship Code in June 2025, which includes specific Principles for proxy advisors.
Note: Based on 52 jurisdictions. See Table 3.16 and Table 3.17 for data.
All but two jurisdictions define company groups in sources such as law, regulations, listing rules and corporate governance codes. All jurisdictions require listed companies to disclose certain elements that are relevant for the oversight of company groups, such as major share ownership and special voting rights.
The definition of “company group” can be explicitly provided in law or regulation, or the concept may be defined implicitly, by separately identifying the typical elements of a group, such as parent, subsidiary, affiliate or associate company. Fifty-six percent of jurisdictions define company groups or their elements in multiple sources, while 40% have a single source for definition. Only Canada and China do not have a definition of company group (Figure 3.16, Panel A). Typically, the definition is anchored in company law (39 jurisdictions), often complemented by securities law (24 jurisdictions) that further clarifies when a set of companies is considered a group. Fourteen jurisdictions address the issue of company groups through other laws. For example, in Korea, the Fair Trade Act requires domestic affiliates of company groups to disclose specific information about the groups, such as the status of debt guarantees between affiliates and the exercise of voting rights. Company groups are also referenced in listing rules in 11 jurisdictions and code recommendations in 5 jurisdictions (Figure 3.16, Panel B).
Note: Panels A and B are based on definitions applicable across 52 jurisdictions. Panel B adds up to more than 52 because some jurisdictions have multiple sources of definitions. See Table 3.18 for data.
The G20/OECD Principles recognise the importance of transparency of share ownership and corporate control for all listed companies. Such transparency is even more essential to understand the complex ownership structures of company groups. The key disclosure requirements for company group structures and intra-group activities for listed companies in Factbook jurisdictions are primarily based on the consolidated financial statements in accordance with accounting standards such as IFRS. Despite this commonality, there is not a clear consensus on the level of specificity needed for the disclosure.
Disclosure of major share ownership is mandatory in all but two jurisdictions (Czechia and South Africa). The second most common requirements are the disclosure of corporate group structures and special voting rights, which grant certain shareholders more voting power than ordinary shareholders. These are required to be disclosed in 45 jurisdictions. In 2023, Latvia implemented reforms to make shareholder information publicly available, aiming to enhance transparency in corporate ownership structures. In 2025, an EU Directive expanding the use of digital tools in company law was adopted, providing that information about groups of companies in EU Member States should be made available through the Business Register Interconnection System.
Disclosure of shareholdings of directors is required in 42 jurisdictions, while the remainder take different approaches. In Czechia and Switzerland, public disclosure is voluntary, whereas in Argentina, Brazil and Colombia, disclosure is to the regulator only. In the Slovak Republic and South Africa, disclosure to the regulator is required and public disclosure is voluntary, while Denmark recommends public disclosure through its code.
Shareholder agreements, which describe how a company should be operated and set out shareholders’ rights and obligations, are a common feature in company groups. Thirty-nine jurisdictions have disclosure requirements related to such agreements. The disclosure of beneficial owners in company groups is important as it facilitates the identification of related parties and therefore helps to address many of the agency issues around company groups. Thirty-eight jurisdictions have a mandatory requirement to disclose information on beneficial owners. However, in some cases, this requirement applies only to interested parties defined as shareholders with a minimum shareholding. In Türkiye, the names, number and ownership ratios of individual shareholders holding more than 5% of shares must be disclosed and updated every six months.
Disclosure of cross shareholdings, where a listed company holds a significant number of shares of another listed company, is less common. Nearly half of the jurisdictions (24) require public disclosure, while two countries (Australia and Greece) mandate disclosure to the regulator. Japan strengthened cross shareholding disclosure in 2023 by requiring companies to disclose related business partnerships or transactions when the shareholding is intended to secure such benefits. Furthermore, the classification between pure investment and cross-shareholding was tightened by introducing additional disclosure requirements in 2025. Roughly the same number (25) have no such disclosure requirement (Figure 3.17, Table 3.18).
Note: Based on 52 jurisdictions. See Table 3.18 for data.
Key: L = requirement by the law or regulations; R = requirement by the listing rules; C and ( ) = recommendation by the codes or principles; “-” = absence of a specific requirement or recommendation.
1. Record date of ownership is defined as the deadline for shareholders to be registered and identified to be eligible for voting.
2. Cut-off date is defined as the deadline of proxy voting before the AGM.
3. In Brazil, public companies can request the prior deposit of the shareholder’s documents mentioned in the notice. However, shareholders attending in person can participate and vote as long as they present their identification documents up to the scheduled meeting time. In order to participate and vote virtually by electronic systems during virtual or hybrid general meetings, the company may require shareholders to deposit identification documents up to two days before the meeting. To vote for the election of a board member without the participation of the controlling shareholder, shareholders must prove uninterrupted ownership of the required stake of shares for at least three months immediately prior to the holding of the general meeting.
4. In Costa Rica, the notification for general meetings is by default 15 working days prior to the meeting, unless the company bylaws specify a different date or all the shareholders agree to hold an assembly and expressly agree to waive the notification procedure.
5. For companies incorporated in Hong Kong (China), the Companies Ordinance requires a minimum 21-day advance notice for annual general meetings. The Companies Ordinance allows notice to be given (i) in hard copy form or in electronic form; or (ii) by making the notice available on a website. The Listing Rules require notice of every annual general meeting to be published on the Exchange’s website and the issuer’s own website and require an issuer to send notices to all holders of its listed securities whether or not their registered address is in Hong Kong (China).
6. In Hong Kong (China), an updated Listing Rule requiring issuers to set a record date to determine the identity of security holders eligible to attend and vote for general meetings became effective on 1 July 2025.
7. In Hong Kong (China), the Companies Ordinance provides that a provision of the company’s articles of association is void in so far as it would have the effect of requiring the appointment of a proxy or document necessary to show the validity of or relating to the appointment of a proxy to be received by the company or another person earlier than 48 hours before the time for holding the general meeting or adjourned general meeting (section 598(2)(a)).
8. In Ireland, the record date is 72 hours in the case of uncertified securities (1087G (1) CA).
9. In Israel, the Israel Securities Authority may set an earlier voting deadline, but no more than 12 hours before the general meeting begins.
10. In some jurisdictions, shareholders with a certain shareholding (e.g. one‑third in Italy and 10% in Mexico) can also request to postpone the voting on any matter for a few days. In Italy, they can request to postpone the meeting for a maximum of five days according to Art. 2374 of the Civil Code if they consider that they have been insufficiently informed. Further, the minimum period in advance may vary in relation to the item on the agenda (40 days for board renewal, 21 days in specific cases such as the reduction of share capital).
11. In Italy, shareholders holding the shares at the record date shall ask – via the last intermediary to the issuer - registration to the AGM until two market days after the record date (Art. 42 of the Consob/Bank of Italy Post-trading Regulation).
12. In South Africa, the last day to trade (LDT) is three days before record date. The LDT is used to determine the record date and the register, but it does not prevent trading shares after the record date.
13. In Japan, the cut-off date for electronic proxy voting is the time set by the company, which is either the end of business hours of the day before the AGM or the day after two weeks have passed from the day on which the notice of the AGM was issued.
14. In Sweden, the record date is the date when the shareholder must be recorded as a shareholder in the presentation of the share register of the company. From a legal perspective, the shareholder may divest its positions and still be able to vote at the AGM provided that the shareholder must be recorded in the share registered as of the record date.
15. In the United States, the obligation for corporations to distribute timely notice of an annual meeting is determined by a source of authority other than federal securities laws, and may vary within each of the individual 50 state jurisdictions. Generally, the written notice of any meeting shall be given not less than ten nor more than 60 days before the date of the meeting at which each stockholder is entitled to vote. For companies incorporated under Delaware law that elect to send a full set of proxy materials, they are subject to a minimum 10‑day notice requirement. However, companies that choose to furnish proxy materials to shareholders by posting them on the Internet must provide 40 days’ notice of the availability of their proxy materials on the Internet.
16. In the United States, U.S. state corporate law generally governs the setting of a record date for purposes of identifying shareholders that are eligible to vote at a shareholder meeting. The U.S. state law in which the company is organised generally would prescribe the deadline and whether shares must be held until the meeting.
17. In the United States, there is no such provisions under the U.S. federal securities laws. However, in practice, the deadline is typically shortly before the annual shareholder meeting (e.g. midnight before the meeting).
Key: ( ) = recommendation by code or principles; “-” = absence of a specific requirement or recommendation; Promptly = immediately or within five days of the AGM.
1. In Bulgaria, shareholders may request court authorisation to convene a general meeting directly, without intervention from the company. In this case, the usual timeframe of holding the meeting not earlier than 30 days after the publication of the notification applies.
2. In Costa Rica, it is also possible for the owner of a single share to request the convening of a shareholder meeting and suggest items on the agenda when no meeting has been held for two consecutive financial years and when the meetings held at that time did not deal with ordinary matters, such as the discussion and approval of the financial reports, or the distribution of profits.
3. In Hungary, the invitation for the general meeting shall be published on the company’s website at least 30 days prior to the first day of the general meeting (Art. 3:272 paragraph (1) of the Civil Code) in case of public limited companies.
4. In Ireland, the directors must “forthwith proceed duly to convene” the meeting and if they do not hold a meeting within two months, the requisitionists (or any of them representing more than 50% of the total voting rights of all of them) may convene a meeting which must be held less than three months after the requisition date (Section178(5)).
5. In Italy, while the Civil Code (Art. 2367) requires the meeting to be convened “without delay”, courts have established 30 days as a fair term to call the meeting, without setting a deadline for time required to hold the meeting.
6. In Italy, the default deadline is of 10 days, although a shorter deadline of five days applies to meetings called to resolve on measures to contrast a takeover or in case of particular losses in the company’s share capital.
7. In Korea, more than six months of shareholding is required for a shareholder of listed companies to qualify. The shareholding threshold of 1% to place items on the agenda applies to companies with equity capital valued under KRW 100 billion.
8. In Latvia, in civil law there is the principle “what is not prohibited, is permitted”; the law does not prohibit shareholders to propose a resolution for a vote during the meeting. Therefore, in practice, there are cases when resolutions are being proposed during a meeting. However, the shareholders must comply with the threshold set by the Commercial Law, that consists of shareholders who represent at least one-twentieth of the equity capital of the company. This is equally feasible in physical and virtual/hybrid shareholder meetings.
9. In Luxembourg, Law of 10 August 1915 on commercial companies also allows shareholders holding at least 10% of the subscribed capital to request additional items on the AGM agenda by sending a registered mail request to the company’s registered office at least five days before the meeting.
10. In Luxembourg, moreover, the articles of association could allow such possibility. Recommendation 10.6 of the X Principles of Corporate Governance states that companies “shall acknowledge the right of any shareholder or group of shareholders holding at least 5% of the capital to ask for items to be included in the agenda for the general meeting, and to lodge draft resolutions concerning the items on the agenda of the general meeting.”
11. In Norway, a shareholder can request placing items on the agenda until 7 days before the general meeting is convened. The time limit for written notice to all shareholders is 21 days before the company convenes the general meeting.
12. In Peru, a 20% threshold applies to any corporation with securities registered in the SMV and a 5% threshold only applies to a specific group of corporations with dispersed ownership.
13. In Peru, according to Principle 11 “Proposals for agenda items” of the Corporate Governance Code, corporations should include mechanisms in their general shareholders’ meeting rule that allow shareholders to exercise the right to formulate proposals for agenda items to be discussed at the general shareholders’ meeting.
14. In Romania, no decisions may be adopted on items that are not on the agenda or have not been published in accordance with the law, unless all shareholders were present/represented and none of them opposed or contested this decision. However, when the general meeting decides on the annual financial statement, it may decide regarding the liability of directors or managers, even if not on the agenda.
15. In the United States, state law, rather than federal law, governs the deadline, if any, for holding a shareholder meeting after the request and the right to propose a resolution during the annual general meeting.
Key: Allowed = specifically allowed by law or regulation; Not allowed = specifically prohibited by law or regulation; [ ] = Requirement by the listing rule; ( ) = Recommended by the codes or principles; “-” = absence of a specific requirement or recommendation; N/A = not applicable.
1. In Argentina, shareholders with limited voting rights might recover their right to vote in special cases, such as a suspension of public offer (Section 217 of the General Companies Law).
2. In Argentina, privileged voting shares cannot be issued after the company has been authorised to make a public offer (Section 216 of the General Companies Law).
3. In Australia, ASX Listing Rule No. 6.9 requires ordinary securities to have one vote per fully paid security. Preference securities have more limited voting rights but must have preferential rights to dividends.
4. In Brazil, no voting right shares and limited voting right shares must have preferential rights to dividends, or if they do not have preferential rights to dividends, such shares must have tag-along-rights (the right to sell shares in cases of change of corporate control, usually on the same terms as the controlling shareholder).
5. In Belgium, listed companies can grant in their articles of association double voting rights (“loyalty shares”) to shareholders who have held their shares for an uninterrupted period of at least two years.
6. In Bulgaria, non-voting preference shares are included in the face value of the equity capital and shall be no more than one-half of the total company shares. The non-voting shares with a dividend preference obtain voting rights in case the dividend the shares are entitled to is not paid out within one year after the year for which the dividend is due.
7. In Bulgaria, although not explicitly forbidden, no practice of imposition of voting caps through inclusion of such in the articles of association or in another internal company by-law have ever emerged.
8. In Canada, a public company may have, as part of its authorised capital, one or more classes of shares with differing voting entitlements (subject to certain requirements, including: prior shareholder approval of the multi-class structure, prescribed naming conventions that signal the restricted nature of the investment and supplementary disclosure requirements, and a requirement to include “coattail” provisions that protect shareholders with restricted voting rights in the event of a takeover bid.
9. In China, the revised Company Law permits class shares for listed companies. However, listed companies shall not issue class shares with special voting rights or class shares with restricted transferability, except for those issued prior to the public offering. And according to the Listing Rules, the number of voting rights of special voting shares shall be the same and shall not exceed 10 times the number of voting rights per ordinary share.
10. In Costa Rica, voting rights of preferred shareholders can be restricted in company statutes, but under no circumstance will their rights be limited in their right in extraordinary meetings to modify the duration or the purpose of the company, to agree on a merger with another company or to establish its registered office outside the territory of Costa Rica.
11. In France, double voting rights may be conferred on fully paid shares which have been in registered form for at least two years in the name of the same person, unless the issuer decides otherwise by a two‑thirds majority shareholder vote.
12. In Germany, pursuant to Section 135a of the German Stock Corporation Act, multiple voting rights can only be provided for registered shares.
13. In Hong Kong (China), the Listing Rules contain a chapter which allows shares with multiple voting rights subject to specified conditions, for example, a ten to one voting cap.
14. In India, the total voting rights of shareholders with superior voting rights (including ordinary shares), post listing, shall not exceed 74%. Voting caps are allowed only with respect to banking companies.
15. In Indonesia, according to OJK Regulation No. 22/POJK.04/2021, implementation of classification with multiple voting rights for issuers are applied for issuers with innovation and high growth rates that conduct public offering in the form of shares. In addition, issuers regulated under this provision should meet certain criteria such as utilising a technology to increase productivity and economic growth, having shareholders who have significant contributions in the utilisation of technology, having minimum total assets of at least IDR 2 trillion and others. Regarding the voting cap, it is only applied to multiple voting shares as stipulated in OJK Regulation No. 22/POJK.04/2021.
16. In Ireland, multiple voting rights are legally permissible (Companies Act 2014, Section 66(3)). A restriction on such rights in the Listing Rules was removed in 2024.
17. In the case of Israel, shares with preference profits are allowed under certain conditions. For example, it must have been one year since the issuer's shares were first listed for trading.
18. In Italy, multiple voting rights are allowed for newly-listed companies that issued such shares before listing (“Multiple Voting Shares”: up-to ten votes, according to the bylaws) and, in companies already listed, for shareholders with multiple years holding (“Loyalty Shares”: up-to double voting for shareholders with at least two-year holding according to the bylaws and possible opt-in for an enhanced loyalty shares system granting an additional vote for every subsequent year of holding up to ten votes per share).
19 In Japan, while the issuance of shares with multiple voting rights per share is not explicitly permitted under the Companies Act, unlisted companies may structure their share classes using the unit share system and class shares to achieve similar effects. When such companies become listed, these structures may exceptionally be allowed to remain if they meet the requirements for protecting minority shareholders and are approved by the stock exchange.
19. In Korea, the issuance of dual-class shares with multiple voting rights is only permitted to the founder of an unlisted venture business under certain conditions. After the business is listed, such shares would remain outstanding for only three years from the date of listing, after which they would be converted into common shares.
20. In Lithuania, general provision that preference shares without voting rights may not constitute more than one-half of the capital.
21. In Mexico, modifications to the regime of listed companies in 2023 allows issuance of shares with differentiated rights, eliminating the limits that were previously established in the Securities Market Law. The objective is to allow founders or controlling shareholders to maintain control and continuity of fundamental business decisions, promoting the entrance of new companies to equity financing.
22. In the Netherlands, while there is no explicit regulatory provision prohibiting or allowing multiple voting rights, a few companies have shares with such rights.
23. In Norway, the ministry has to approve shares with no or limited voting rights if the combined nominal value of the shares in the company shall make up more than one-half of the share capital in the company. In accordance with the articles of association, law or relevant regulations, companies are given discretion to refuse the exercise of voting rights, but only for a reasonable justification. The Code recommends that the company should only have one class of shares and equal voting rights.
24. In Peru, while different classes of shares with limited or no voting rights are legally permitted, according to the Corporate Governance Code, the company should not promote the existence of classes of shares without voting rights. When there are shares with equity rights other than ordinary shares, the company should promote and execute a policy of redemption or voluntary exchange of such shares for ordinary shares.
25. In Portugal, when the company is a credit institution, the maintenance of voting caps must be submitted to the vote of the shareholders at least once every five years. In case of failure to comply with the submission requirement such caps are automatically cancelled/revoked at the end of the relevant year. Additionally, Art. 21‑D of the Portuguese Securities Code allows the possibility to issue shares with more than one voting right.
26. In Romania, the general legal rule is that each share equals to one vote. The articles of association may limit the number of votes belonging to shareholders. Companies may issue preferred shares (priority dividend without voting rights). They confer the holder the right to a priority dividend and the rights recognised to ordinary shares, including the right to participate in the meeting without the right to vote. Shares with priority dividend, but without voting rights, may not exceed one-quarter of the share capital and will have the same nominal value as ordinary shares.
27. In Singapore, issuing a class of shares with multiple voting rights, carrying no more than ten votes per share, is allowed for Mainboard listed companies, subject to other restrictions (SGX Listing Rule 210(10)). Under Section 64A of the Companies Act, shares in public companies may confer special, limited, or conditional voting rights. Such shares may also confer no voting rights.
28. In the Slovak Republic, voting rights to these shares might be recovered in special cases, such as resulting from a decision of the general meeting that the dividend will not be paid until the general meeting decides on the payment of such dividend.
29. In Spain, Articles 527 ter to 527 undecies of the Capital Companies Law allow loyalty shares. Loyalty shares have some key aspects: (i) they give only a double vote, not a multiple vote; (ii) they represent an opt-in system for companies; and (iii) for establishing these shares, the company needs approval by a qualified majority. Specifically, for a quorum of 50% (capital stock), a majority of 60% of the capital (attending personally or by representation, the meeting) is required; and for a quorum of 25% (capital stock), a majority of 75% of the capital. Furthermore, the articles of association which have provided for loyalty shares must be renewed every five years. However, to revoke this mechanism and erase the loyalty shares, companies only need a simple majority.
30. In Switzerland, the nominal value of the other shares must not exceed ten times the nominal value of the voting shares.
31. In Türkiye, the Capital Markets Board may authorise issues of shares without voting rights should the need arise.
32. In the United Kingdom, shares with multiple voting rights are legally permitted. However, for listed companies such share structures should be in place at the time of listing and the class of shares providing enhance voting rights are likely to remain an unlisted share class in practice. This is because listed securities must be freely transferable and a class of equity shares admitted to the commercial companies category must carry an equal number of votes on any shareholder vote.
33. In the United States, a company may have multiple voting rights or caps in place at the time that it goes public/lists its securities, and also is permitted to issue non-voting classes of securities. However, once a company has listed its securities, it may not disparately reduce or restrict the voting rights of existing shareholders through any corporate action or issuance (NYSE Listed Company Manual Section 313.00 and Nasdaq Listing Rule 5640).
Key: Immediately = within 24 hours. Promptly = may be more than 24 hours after the AGM but no more than five days. L = Requirement by law or regulations. R =Requirement by the listing rule. C = Recommended by the codes, principles, or other guidance, including frameworks set by the regulator or stock exchange following a “comply or explain” approach. “-” = absence of a specific requirement or recommendation.
1. In Canada, the requirement to disclose voting results only applies to issuers listed on senior exchanges (e.g. the TSX).
2. In Costa Rica, only shareholders may request minutes of the shareholder meetings.
3. In Hong Kong (China), according to the Listing Rules (Rule 13.39(5)), the poll results of general meetings must be announced as soon as possible, but in any event at least 30 minutes before the earlier of either the commencement of the morning trading session or any pre‑opening session on the business day after the meeting.
4. In India, listed entities are required to disclose the voting results within 48 hours of conclusion of general meeting pursuant to submission of a report by the scrutiniser.
5. In Italy, the minutes of the shareholder meetings include details on shareholders attending such meetings and votes cast by each of them on all the items of the meeting’s agenda.
6. In Romania, the issuer must establish for each decision at least the number of shares for which valid votes were cast, the proportion of the share capital represented by those votes, the total number of valid votes cast, the number of votes cast «for» and «against» and, if applicable, the number of abstentions. Within a maximum of 15 days from meeting, the company is required to publish the voting results on its website.
Key: L = specified by the law or regulations; R = specified by the listing rules; C = specified in recommendations by the codes or principles; “-” = absence of a specific requirement or recommendation; NP = not permitted.
1. Equal participation is intended to measure whether jurisdictions provide in their legal and/or regulatory framework any provision or recommendation concerning the possibility for shareholders to engage and participate regardless of how the meeting is held and how they choose to participate. Equal participation may include aspects such as the possibility for shareholders to engage with and ask questions to boards and management in comparison to physical meetings, provide comments and access information and, therefore, does not intend to measure the possibility for remote voting during remote shareholder meetings.
2. Hybrid meetings are defined as shareholder meetings in which certain shareholders may choose to attend the meeting and exercise their rights physically and others virtually.
3. Virtual meetings are defined as shareholder meetings where all shareholders may attend the meeting and exercise certain rights virtually.
4. In Argentina, under Art. 29 of Section II, chapter II, Title II of CNV Rule No. 622/13 (Ordered Text 2013), companies must establish the procedures to hold remote meetings, including those related to shareholder voting rights and participation.
5. In Australia, all meetings regardless of how they are held must give shareholders as a whole a reasonable opportunity to participate. This includes holding the meeting at a reasonable time and place and using reasonable technology. Shareholders are also able to exercise their rights to ask questions and make comments regardless of the format of the meeting.
6. In China, the revised Company Law stipulates that shareholder meetings may be conducted by means of electronic communication, unless otherwise provided in the company’s articles of association (Article 24). However, according to the Listing Rules, shareholder meetings of listed companies shall set up a venue and be convened by a combination of on-site meeting and internet voting.
7. In Finland, according to the Finnish Limited Liability Companies Act, a board of directors can decide that shareholders are allowed to participate with full shareholders’ rights to a hybrid general meeting. However, the Act provides a possibility to limit or deny the use of hybrid general meetings in the articles of association of a company.
8. In Hong Kong (China), the Core Shareholder Protection Standards (Appendix A1 to the Listing Rules) require that shareholders must have the right to speak and vote at a general meeting, except where the Listing Rules require a shareholder to abstain from voting. In August 2024, The Stock Exchange of Hong Kong Limited proposed that issuers be required to ensure their constitutional documents enable general meetings to be held virtually, with the use of technology enabling shareholders to cast votes electronically. The Stock Exchange of Hong Kong Limited published the relevant consultation conclusions in January 2025, adopting the proposal with effect from 10 February 2025. Listed issuers have a transitional period until their next annual general meeting held after 1 July 2025 to amend their constitutional documents. In addition, the Companies Ordinance requires that the virtual meeting technology used for holding a virtual or hybrid general meeting must allow a person to listen, speak and vote at the meeting without being physically present (Section 547(1)). This requirement is also set out in the “Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings” issued by the Companies Registry.
9. In Hungary, shareholders may exercise their rights by means of electronic communications instead of personal attendance at the meeting of the supreme body, if the instrument of incorporation specifies the electronic communications equipment allowed to be used, as well as the condition and the mode of their use, in a manner that ensures the identification of shareholders and their mutual and unrestricted communication (Civil Code Section 3:111 (2)).
10. In India, the facility for virtual meeting should have a capacity to allow at least 1 000 shareholders to participate on a first-come‑first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the chairperson of the audit committee, nomination and remuneration committee and stakeholder’s relationship committee, auditors, may be allowed to attend the meeting without restriction on account of first-come‑first-served principle.
11. In Italy, exceptional temporary measures adopted during the pandemic to, among other things, allow companies to hold virtual meetings and hold hybrid meetings regardless of bylaws provisions were extended until 31 December 2024.
12. In Korea, listed companies to be specified in the enforcement decree should operate the hybrid meeting according to the amended Commercial Act in 2025 and for other listed companies, running a hybrid meeting depends on the board’s decision or articles of association.
13. In Malaysia, following the amendments to the Bursa Malaysia Main Market Listing Requirements (LR), from 1 March 2025 all listed issuers in Malaysia are required to hold in-person or hybrid general meetings. Listed companies will be also required to ensure all shareholders are accorded with similar rights to speak and vote at the general meeting.
14. In the Netherlands, a bill enabling companies to hold fully virtual meetings is currently in parliament. The bill requires a provision in the articles of association.
15. In New Zealand, the NZX Corporate Governance Code recommends that issuers design shareholder meeting arrangements to encourage shareholder participation and provide shareholders the option to receive communications from the issuer electronically.
16. In Romania, if electronic participation is allowed, the meeting notice must outline the procedures for online attendance and voting. Listed companies may hold meetings by any means, including electronic means, with the board approving the specific procedures and format of participation.
17. In Singapore, listed companies are only allowed to hold fully physical or hybrid meetings according to Practice Note 7.5 in the SGX Listing Manual. The Practice Note also states that shareholders have the right to participate fully in general meetings, regardless of the format of the meeting. These rights include the right to attend, ask questions, communicate their views, appoint proxies or vote at general meetings.
18. In Sweden, virtual general shareholders meetings are allowed provided that this follows from the articles of association. However, the Swedish Corporate Governance Code requires (under the principle comply or explain) that shareholders be offered the possibility to participate physically.
19. In the United States, state law, rather than federal law, governs the legality of corporations holding virtual or hybrid shareholder meetings.
Note: Key: L = requirement by the law or regulations; R = requirement by the listing rule; C = Recommended by the codes, principles, or other guidance, including frameworks set by the regulator or stock exchange following a “comply or explain” approach; “-” = absence of a specific requirement or recommendation.
1. Virtual meetings are defined as shareholder meetings where all shareholders may attend the meeting and exercise certain rights virtually.
2. Hybrid meetings are defined as shareholder meetings in which certain shareholders attend the meeting physically and others virtually.
3. In Australia, remote shareholders have the right to send questions during an AGM, but there is no right to see other questions.
4. In Hungary, regarding items on the agenda of the AGM, at the shareholders’ written request submitted at least eight days before AGM, the board of directors answers the questions at least three days before (Section 3:258 (1) of the Civil Code).
5. In New Zealand, the NZX Corporate Governance Code recommends that issuers ensure the external auditor attends AGMs and is available to answer questions from investors relevant to the audit.
1. In the jurisdictions which have adopted the “German model” for the treatment of company groups (Brazil, Czechia, Germany, Hungary, Portugal and Slovenia), the negative impact of any influence by the parent company must be disclosed, audited and compensated in certain prescribed cases.
2. In Brazil, companies must report material related party transactions (RPTs) within seven business days (Art. 33, XXXII, of CVM Resolution No. 80/2022, as amended). Material RPTs are defined as those exceeding (i) BRL 50 million or (ii) 1% of the issuer’s total assets. CVM regulation also establishes specific disclosure requirements regarding loans granted by the issuer to a related party.
3. In Bulgaria, an issuer must make an immediate announcement due to Art. 17 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and Art. 116b(4) Public Offering of Securities Act.
4. In Canada, if a material change report is required for a RPT, it must contain information prescribed in Section 5.2 of Multilateral Instrument 61‑101 Protection of Minority Security Holders in Special Transactions (MI 61‑101). When minority approval is required under MI 61‑101, information prescribed in Section 5.3 of MI 61‑101 must be circulated prior to approval.
5. In Chile, Corporations Law requires the disclosure of all RPTs in the next general meeting, with the exception of (a) those regarding a non-relevant amount; (b) the ones involving a subsidiary whose equity is controlled by 95% or more; and (c) those considered ordinary according to the routine operations policy approved by the board. General Rule No. 30 establishes what information may be considered as essential and should be disclosed immediately to the public, which includes RPTs under certain conditions, whereas General Rule No. 501 establishes the minimum content that routine operations policies should have.
6. In China, a listed company should issue a prompt announcement of material connected transactions that exceed certain de minimis thresholds. Apart from promptly disclosing such matters, a listed company is required, in the cases where it makes significant transactions meeting certain requirements, to obtain opinions from independent directors, arrange for an intermediary institution qualified to conduct securities and futures businesses to conduct the audit and evaluation of the transaction target and submit the transaction to the general meeting.
7. In Croatia, the Corporate Governance Code defines as principle that no transactions involving members of the management or supervisory boards and the company (or persons related to either party) can be made without prior approval of the supervisory board. The supervisory board should ensure that procedures are in place for approving and publicly reporting such transactions.
8. In Finland, the Corporate Governance Code imposes an obligation to define the principles for the monitoring and evaluation of RPTs. The company must report these principles once a year in the Corporate Governance Statement and maintain a list of its related- parties.
9. In Hong Kong (China), the Listing Rules require listed companies to issue an announcement of material connected transactions that exceed certain de minimis thresholds as soon as practicable after their terms have been agreed.
10. In Hungary, companies publicly announce material transactions with related parties on their website at the latest at the time of the conclusion of the transaction. The announcement shall contain at least: information on the nature of the relationship, the name of the related party, the date and the value of the transaction, and other information necessary to assess whether or not the transaction is fair and reasonable from the perspective of the company and of the shareholders who are not a related party, including minority shareholders (Art. 23 (1) of Act LXVII of 2019 on long-term shareholder engagement).
11. In India, listed companies are required to disclose RPTs on a half-yearly and annual basis, in the format specified in the relevant accounting standards. Further, RPTs, i.e. transactions which exceed a certain minimum threshold require shareholder approval. In such cases, the notice to the shareholder agenda includes relevant disclosures of such transactions. Disclosure on approval of such transactions by the shareholders is also required. RPTs that are material events e.g. amalgamation, need immediate disclosure.
12. In Indonesia, there is a local standard which comprises optional provision either for convergence with IAS 24 or full adoption of IAS 24 to be implemented by public listed companies.
13. Italy takes a proportionate approach differentiating between material and immaterial transactions: prompt disclosure is required for material transactions, i.e. those exceeding materiality thresholds (5% or 2.5% for pyramids) of the listed company’s capitalisation or total assets.
14. In Japan, a listed company that has a controlling shareholder shall, in the cases where it makes significant transactions with a controlling shareholder, obtain an opinion from an independent entity and disclose it timely. This opinion shall ensure that any decision on the matters will not undermine the interests of minority shareholders of such listed company.
15. In Korea, under Art. 26 of the Monopoly Regulation And Fair Trade Act (MRFTA), when domestic affiliates of a business group subject to disclosure intends to engage in any of the funds, assets, securities, products, services, and other similar trading worth more than KRW 10 billion or 5% of the larger amount of capital·total equity (KRW 500 million if the relevant amount is less than KRW 500 million) with or for a related party, it shall disclose such trading after prior resolution by the board of directors. In this context, “a business group subject to disclosure” refers to a group of companies with a total asset value exceeding KRW 5 trillion in the previous fiscal year, as designated annually by the Korea Fair Trade Commission.
16. In Luxembourg, companies shall publicly announce material transactions with related parties at the latest at the time of the conclusion of the transaction.
17. In Malaysia, under the Listing Requirements (LR), listed issuers must disclose particulars of the material contracts and loans involving the interests of the directors, chief executive or major shareholders in their annual report. Further, a listed issuer must file an immediate announcement of non-recurrent RPTs as soon as possible after the terms of the transaction have been agreed, if any of the percentage ratios defined in paragraph 10.02 of the LR is 0.25% or more. The immediate announcement must contain the information prescribed in Appendix 10A and Appendix 10C of the LR. However, this does not apply to transactions below RM 500 000 or recurrent RPTs.
18. In Norway, the board of directors shall ensure that a report regarding RPTs is prepared as per the Public Limited Liability Companies Act, Articles 3‑14(1). The report is attached to the notice of the general meeting and shall without delay be sent to the Register of Business Enterprises for disclosure. A notice about the transaction shall be published without delay on the company’s webpage.
19. In Romania, in case significant transactions have been concluded, at the end of each semester, the financial auditor/audit firm shall analyse the transactions reported during the semester and prepare, within 30 days from the end of the reporting period, a report which assesses whether the transaction is correct and justified, including whether its price, in conjunction with the rights and obligations assumed by the parties, are correct in relation to other offers existing on the market. The company is required to publish the report within a maximum of 24 hours from receiving it.
20. In Singapore, an issuer must make an immediate announcement of any interested person transaction of a value equal to, or more than, 3% of the group’s latest audited net tangible assets. They are also required to disclose all transactions (regardless of transaction value) if the cumulative transaction with that interested person and its associates is above a 3% threshold. Interested person transactions equals to or exceeding the 5% materiality threshold must be subject to independent shareholders’ approval. However, this does not apply to any transaction below SGD 100 000, or to certain types of transactions.
1. In Argentina, the board or any members thereof shall request a ruling from the audit committee on whether the terms of a transaction may be reasonably deemed adapted to regular and usual market conditions (the committee must decide within five days). Notwithstanding the consultation with the audit committee, a resolution may be adopted by the company on the basis of a report from two independent evaluation companies, which shall express their opinion on the same matter and other terms of the transaction.
2. In Brazil and Switzerland, approval of material related party transactions (RPTs) by the board is expected based on their fiduciary duties.
3. In Bulgaria, certain RPTs, as laid out in Article 114a(6) of the Public Offering Of Securities Act, must be carried out at a value determined by an independent assessor.
4. In Canada, the use of a special committee of independent directors is recommended for all material RPTs.
5. In Canada, Multilateral Instrument 61‑101 Protection of Minority Security Holders in Special Transactions requires the provision of a valuation prepared by an independent valuator for certain categories of RPTs, subject to the availability of an exemption.
6. In Chile, RPTs must be approved by the majority of the directors with no interest in the transaction, or by two‑thirds of the extraordinary general meeting. In this event, the board shall appoint at least one independent evaluator. The directors’ committee, and/or the non-interested directors, may also appoint an additional independent evaluator, in case of disagreement with the evaluator appointed by the board.
7. In China, any guarantee provided to a listed company’s related party shall be subject to board approval and shareholder approval at a general meeting, irrespective of the amount thereof.
8. In some jurisdictions which follow the “German model” with respect to company groups (Czechia, Germany, Hungary, Portugal, Slovenia), the board of the controlled entity must prepare a report on relations with the controlling entities (including the negative impact of any influence by the controlling entities).
9. In Finland, according to the Companies Act, the audit committee (or, in absence of audit committee, the board of directors) must monitor and assess how agreements and other legal acts between the company and its related parties meet the requirements of ordinary activities and are at arm’s-length terms.
10. In Hong Kong (China), the Listing Rules require a listed issuer to appoint an independent financial adviser to provide an opinion on any connected transaction that requires shareholders’ approval.
11. In Indonesia, according to OJK Regulation No. 42/POJK.04/ 2020, a review statement is made by the directors and the boards, that includes independent directors are needed to make sure that the affiliated transaction has no conflict of interest and all the material information have been disclosed and are not misleading.
12. In Ireland, the Companies Act (Section1110O(2)(d)) requires disclosure of “any other information necessary to assess whether or not the transaction is fair and reasonable from the perspective of the traded PLC and of the shareholders who are not a related party, including minority shareholders.”
13. In Italy, the general procedure for transactions below the materiality threshold (e.g. 5% of the market capitalisation) requires that a committee of unrelated directors comprising a majority of independent ones gives its advice on the company’s interest in entering into the transaction and on its substantial fairness. The opinion of the committee is not binding for the body responsible to approve the RPT. The involvement of independent directors is stronger when the RPT is material. First, a committee of unrelated independent directors must be timely involved in the negotiations: they have to receive adequate information from the executives and may give them their views. Second, the committee has a veto power over the transaction: material RPTs can only be approved by the whole board upon the favourable advice of the committee of independent directors.
14. In Korea, under the Monopoly Regulation and Fair Trade Act (MRFTA), if domestic affiliates of a business group subject to disclosure engages in a large-scale internal transaction, it must be approved by the board of directors and must be disclosed within three business days for listed companies and seven business days for unlisted companies.
15. In Malaysia, RPTs are subject to shareholders’ approval based on Section 228(1)(A) of Companies Act 2016. In addition, Paragraph 3 under Appendix 10C of the Listing Requirements (LR) requires the audit committee (AC) to state its views, along with the basis for such views on whether a RPT is (i) in the best interest of the listed issuer; (ii) fair, reasonable and on normal commercial terms; and (iii) not detrimental to the interest of the minority shareholders. Further, a listed issuer is required to appoint an independent adviser for transactions with a certain percentage ratio of 5% or more.
16. In Mexico, according to the Issuers’ Provisions Article 71, companies planning to undertake RPTs, simultaneously or successively, which could be considered as a single transaction due to their characteristics in the course of one business year, valued at least at 10% of total consolidated assets of the firm, should obtain an opinion on the fairness of the prices and the market conditions of the transaction from an independent specialist designated by the Corporate Practices Committee, prior to the approval by the board of directors.
17. In Peru, the acts or contracts that involve at least 5% of the assets of the issuing corporation with natural or legal persons related to their directors, managers or shareholders that directly or indirectly represent more than 10% of the corporation’s capital, require the prior approval of the board of directors, excluding the related director(s). In transactions wherein the issuing corporation’s controlling shareholder also exercises control of the legal person participating as a counterparty in the corresponding act or contract subject to prior approval by the board of directors, it is required that the terms of such transaction are reviewed by an entity external to the issuer.
18. In Portugal, review by the audit committee is required for non-routine RPTs, i.e. those that are not conducted in the issuer’s ordinary course of business nor performed in accordance with market conditions.
19. In Portugal, an opinion to shareholders from an independent auditor is required for certain purchases of goods before, simultaneously or within two years of incorporation or share capital increase.
20. In Romania, significant RPTs are approved by the board of directors or by the supervisory board based on procedures that prevent a related party from taking advantage of its position and that provide adequate protection of the issuer and shareholders. The related party may not participate in the process, under penalty of nullity. When such transactions are concluded, at the end of the semester, the financial auditor/audit firm shall analyse them and draw up a report in which it assesses whether they are correct and justified. This report is then made public.
21. In Singapore, the Listing Manual requires the audit committee to announce whether it is of the view that the interested person transaction is on normal commercial terms, and is not prejudicial to the interests of the issuer and its minority shareholders or if it would obtain an opinion from an independent financial adviser before forming its view.
22. In Singapore, an opinion of an independent financial adviser is required for RPTs that meet the requisite materiality threshold requiring shareholders’ approval. However, this is not required for i) issue of listed securities for cash; or ii) purchase or sale of any real property, where the consideration for the purchase or sale is in cash, and an independent professional valuation has been obtained for the purpose of the purchase or sale of such property and disclosed in the shareholders’ circular.
23. In Slovenia, if the audit committee does not approve a transaction with a related party, the supervisory board can approve it only if an independent third party produces a report assessing whether the transaction is fair and reasonable.
24. In Switzerland, an opinion from an outside specialist (auditor) may be necessary if required be advisable for verification of the RPT, according to Article 19 of the Swiss Code of Best Practice for Corporate Governance.
25. In Türkiye, the majority of independent directors must have voted in favour of non-routine RPTs. In case the majority of independent directors have not approved the RPT in the voting, this shall be disclosed to public and the RPT shall be discussed and resolved by the general assembly. In such a general assembly meeting, the related parties and other relevant persons shall abstain from voting. If such principles are not followed, the board and general assembly resolutions on the RPT shall be void.
26. In the United Kingdom, companies with UK-listed equity shares in the commercial company category must seek board approval for larger related party transactions (>5%) that is outside the ordinary course of business before it is entered into.
27. In the United Kingdom, companies with UK-listed equity shares in the commercial company category should ensure that any director who is, or an associate of whom is, the related party, or who is a director of the related party, does not take part in the board’s consideration of the transaction or arrangement and does not vote on the relevant board resolution for a larger, non-routine related party transaction.
28. In the United Kingdom, companies with UK-listed equity shares in the commercial company category must also, before entering into the larger related party transaction or arrangement, obtain written confirmation from a sponsor (a firm approved by the FCA that advises the issuer) that the terms of the proposed transaction or arrangement with the related party are fair and reasonable as far as the security holders of the listed company are concerned.
29. In the United States, to the extent that a company or an affiliate is a party to, or otherwise engaged in, such transaction and security holders will lose the benefits of public ownership by taking the class of equity private, Rule 13e‑3 also requires disclosure on whether: the transaction is fair to unaffiliated security holders; the transaction was approved by a majority of directors not employed by the issuer; and the transaction is structured to require that at least a majority of the unaffiliated security holders approve.
1. In Australia and New Zealand, the regulator (ASIC) or stock exchange (NZX) must be given an opportunity to comment on or approve the proposed resolution. In Australia, there are additional requirements for entities listed on ASX if the transaction is covered by Listing Rule 10.1.
2. In Bulgaria, certain RPTs, as laid out in Article 114a(6) of the Public Offering Of Securities Act, must be carried out at a value determined by an independent assessor.
3. In Canada, an issuer must not carry out a related party transaction (RPT) unless it has obtained minority approval, subject to the availability of an exemption. The exemptions from this requirement are set out in Section 5.7 of Multilateral Instrument 61‑101 Protection of Minority Security Holders in Special Transactions and include circumstances where: the fair market value of the subject matter and the consideration for the RPT, insofar as it involves interested parties, does not exceed 25% of the issuer’s market capitalisation; the RPT is a distribution of securities for cash whose fair market value is not more than USD 2.5 million; the RPT is a purchase or sale in the ordinary course of business; and the RPT is a loan obtained from a related party on reasonable commercial terms and is not convertible into equity or voting securities of the issuer.
4. In Finland, according to the Companies Act, the board of directors may submit a matter within the general competence of the board of directors or the managing director to be decided by the general meeting. In such cases, shareholders who are a related party of a listed company may not take part in a vote on a contract or another transaction to which they or a person in a related party relationship to them is a party and the transaction is outside the ordinary course of business of the company or it is not concluded on normal market terms.
5. In France, while shareholder votes on RPTs are required, those that are not approved by shareholders can nevertheless be entered into. When a given transaction does not receive the shareholders’ approval, however, the interested party can be held liable for any detrimental consequences that the transaction may have had on the company (Commercial Code Articles L225‑41 §2 and L225‑89 §2).
6. In Germany, in case the supervisory board has rejected the approval, the executive board can require the shareholder approval.
7. In India, in the case of listed entities, all entities falling under the definition of related parties shall not vote to approve the relevant transaction, irrespective of whether the entity is a party to the particular transaction or not.
8. In Indonesia, related to the transaction with employees and board members are excluded in case the transaction is applied for all directors, board commissioners, and employees such as special benefits that are part of the remuneration.
9. In Italy, companies may provide that a transaction can still be entered into despite the negative advice of independent directors, provided that it is submitted to the vote of the shareholder meeting and a majority of unrelated shareholders approve it (the whitewash). Internal procedures adopted by companies may also provide that for the majority of unrelated shareholders to block the transaction, the unrelated shareholders represented at the meeting must hold a minimum percentage of outstanding shares, no higher than 10%.
10. In Malaysia, pursuant to Paragraph 10.08(7) of the Listing Requirements, a related party with any interest, direct or indirect, must not vote on the resolution in respect of the related party transaction.
11. In New Zealand, the issuer can avoid the requirement to obtain the approval of the ordinary resolution provided that either the person is not a related party at the time of the transaction, or the transaction is not material. Under the Companies Act 1993, if a transaction in which a company is interested in is entered into, it can be avoided by the company at any time before the expiration of three months after the transaction is disclosed to all shareholders, however a transaction cannot be avoided under the Companies Act 1993 if the company receives fair value under it.
12. In Norway, when voting, voting rights connected to shares owned by a related party or another company in the same company group as the related party, cannot be exercised.
13. In Peru, Art. 133 of the General Corporation Law establishes that the right to vote at a shareholders’ meeting cannot be exercised by anyone who has, on their own account or on behalf of a third party, an interest in conflict with that of the company.
14. In Romania, unless otherwise provided by the articles of association, directors may transfer/acquire assets in their own name to or from a company with a value of more than 10% of the net assets of the company, only after extraordinary shareholder approval. For listed companies, the legal framework provides that any acts acquiring, alienating, exchanging or lodging as collateral certain assets included in the category of the issuer’s non-current assets, whose value exceeds, individually or cumulatively, over a fiscal year, 20% of the total non-current assets, except for long-term receivables, shall be concluded only after is approved by the extraordinary shareholder meeting.
15. In Singapore, for the purposes of determining the 5% threshold, transactions entered into with the same related party during the same financial year must be aggregated, while a transaction which has been approved by shareholders, or is the subject of aggregation with another transaction that has been approved by shareholders, need not be included in any subsequent aggregation.
16. In the Slovak Republic, “material transaction” is defined as a performance or provision of a security under a contract if provided by a public joint stock company in favour of a person related to the public joint stock company and the value of the performance or security exceeds 10% of the share capital of the public joint stock company. This 10% threshold also applies to the aggregated value of such performances or securities provided in an accounting period or during 12 months in favour of one related party.
17. In South Africa, for RPTs including transactions not subjected to shareholder approval, the disclosure requirements remain applicable, and are required if a positive fairness opinion is obtained.
18. In the United States, a company’s organisational documents, state corporate law and exchange rules set forth the specific types of transactions that are required to be approved by shareholders, including certain RPTs. A company’s board of directors may require approval of a majority of the minority of shareholders in order to support its reliance on the business judgment rule under state law jurisprudence. Not all RPTs, however, are required to be submitted to shareholders for approval regardless of whether such transactions could be considered non-routine.
1. In Argentina, in cases where the controlling shareholder acquires ownership of 95% of the shares, the minimum bidding price should not be lower than followings: i) The highest price that the offeror or persons acting in concert with it may have paid or agreed for the marketable securities object of the offer during the 12 months prior to the intimation or the unilateral declaration or withdrawal request agreement in the case of Article 98 of this law; ii) The average price of the marketable securities subject to the offer during the six months immediately preceding the intimation or the unilateral declaration or agreement requesting the withdrawal in the case of Article 98 of this law or from the date on which the offer is to be made; iii) The net worth of the shares; iv) The value of the company valued according to discounted cash flow criteria and/or indicators applicable to comparable companies or businesses; v) The liquidation value of the company. It is established that the equitable price may in no case be lower than the highest of those indicated in paragraphs i) and ii) of this section.
2. In Brazil, some of the special listing segments of B3 require the new controlling shareholder to offer in the mandatory tender offer the same price per share paid to the previous controlling shareholder.
3. In Canada, takeover bids are subject to applicable provincial securities law, including the rules in National Instrument 62-104 Take-Over Bids and Issuer.
4. In Greece, the valuation is required under certain conditions.
5. In Hong Kong (China), the Codes on Takeovers and Mergers and Share Buy-backs are issued pursuant to the Securities and Futures Ordinance. Although the codes are non-statutory in nature, full compliance with the codes is required.
6. In Indonesia, if within more than 90 days before the announcement it has not been traded, the lowest share price is set at the average of the highest daily trading prices on the Stock Exchange within the last 12 months, counted backward from the last trading day or the suspension date; or the takeover price that has been executed, whichever is higher.
7. In Ireland, no mandatory bid obligation applies for a single holder of securities who already controls more than 50% of the securities.
8. In Italy, the mandatory triggering threshold is differentiated according to the size of companies: for small and medium sized enterprises (SMEs) the first mandatory triggering threshold is 30%, unless a threshold in the range 25%‑40% of voting rights is established in the bylaws; for larger companies, the first mandatory triggering threshold is 25% of voting rights provided that no other shareholder holds a higher stake and, in this case, the first mandatory triggering threshold remains at 30%. The mandatory bid thresholds are calculated based on the total number of voting rights, and the obligation is triggered both by acquisition of shares and increased voting rights through loyalty shares (except for the 25% threshold which is triggered only in case of acquisition of shares).
9. In Japan, the main mandatory triggering threshold is one-third of voting rights, but this threshold will decrease to 30%, commencing from 2026.
10. In Korea, the 5% threshold establishes a requirement to make a tender offer bid but does not mandate takeover of the company through the purchase of remaining shares.
11. In Mexico, compensation should be the same and no premia or surcharges should be paid, according to Articles 98, 99 and 100 of the Securities Markets Law. In addition, Article 101 stipulates that members of the board of directors must reveal to investors their opinion regarding the bidding price and any potential conflicts of interest; an opinion by an independent expert hired by the issuer may also be disclosed.
12. In Portugal, conditions are: i) if the higher price has been set through an agreement between the acquirer and the seller through private negotiation; ii) if the securities in question have reduced liquidity compared to the regulated market in which they are admitted to trading; or iii) if it has been established based on the market price of the securities in question and that market or the regulated market in which they are admitted has been affected by exceptional events.
13. In Romania, there are situations in which the general rule does not apply (i.e. if the offeror or the persons with whom it acts in concert have not acquired shares of the company subject to the takeover during the 12-month period preceding the date of submission, if the deadlines for submitting the documentation are not met, or if ASF considers that there are aspects which put under question the correctness of the price determination method), in which the price is determined based on a number of factors and may be determined by an authorised evaluator.
14. In Romania, the price in the context of voluntary public takeover bids is at least equal to the highest price among: a) the highest price paid by the bidder or by persons acting in concert with them in the 12-month period preceding the submission date of the bid documentation to the A.S.F.; b) the weighted average trading price for the 12 months prior to the submission date of the bid documentation to the A.S.F.; c) the price resulting from dividing the net asset value of the company by the number of shares in circulation, according to the latest audited financial statements of the issuer.
15. In the United Kingdom, the thresholds for a mandatory takeover are calculated including the shares held by persons acting in concert.
16. In the United States, neither statutes nor rules impose a requirement that a bidder conduct a mandatory tender offer, leaving it to the bidder’s discretion as to whether to approach shareholders, whether on an unsolicited basis without the prior approval of the target, or, alternatively, pursuant to a private agreement between the bidder and the target that has been reached following a negotiation.
Key: L = requirement by the law or regulations; I = self-regulatory requirement by industry association without comply or explain disclosure requirement; C = recommendation by codes or principles without comply or explain disclosure requirement; CE = recommendation including comply or explain disclosure requirement overseen by either a regulator or by the industry association; “-” = absence of a specific requirement or recommendation.
Jurisdictions were asked to include industry, association or institutional investor stewardship codes only if they have official status and their use is endorsed or promoted by the relevant regulator. Targeted institutions shown in the table may include different types of institutional investors as well as advisory services/proxy advisors. Where requirements or recommendations concerning proxy advisors differ significantly from those of other institutional investors, they are specified in a separate line with footnote if necessary.
Note: Best Practice Principles Group (BPPG) provides “Best Practice Principles for Shareholder Voting Research Providers”; European Fund and Asset Management Association (EFAMA) provides “EFAMA Code for external governance – Principles for the exercise of ownership rights in investee companies”; International Corporate Governance Network (ICGN) provides “ICGN Statement of Principles for Institutional Investor Responsibilities.
1. In Bulgaria, Ordinance No. 56 of 04.01.2018 on the minimum contents of the investment policies of the supplementary pension funds.
2. For Croatia, amendments to the laws are available in the following links: Companies Act Amendments1, Companies Act Amendments2, Companies Act Amendments3, Companies Act Amendments4_relevant, Companies Act Amendments5, Companies Act Amendments6, Companies Act Amendments7, Companies Act Amendments8, Companies Act Amendments9_relevant, Companies Act Amendments10, Act on Open-Ended Investment Funds with Public Offering Amendments1, Act on Open-Ended Investment Funds with Public Offering Amendments2, Act on Open-Ended Investment Funds with Public Offering Amendments3, Act on Open-Ended Investment Funds with Public Offering Amendments4, Alternative Investment Funds Act Amendments1, Alternative Investment Funds Act Amendments2, Alternative Investment Funds Act Amendments3, Alternative Investment Funds Act Amendments4 and Ordinance on organizational requirements for UCITS management companies Amendments
3. In Denmark, the investment fund, asset manager, insurer or pension fund may choose not to comply with the requirements of the legislation if they publish a clear and reasoned explanation of why they have chosen not to comply.
4. In Hong Kong (China), the “Code of Conduct for Persons Licensed by or Registered with the SFC” applies to all licensed or registered persons carrying on the regulated activities for which they are licensed or registered. To the extent such persons’ business involves the management of collective investment schemes (whether authorised or unauthorised) and/or discretionary accounts (in the form of an investment mandate or pre‑defined model portfolio), such person is also subject to the Fund Manager Code of Conduct.
5. In Hungary, Section 15 of the Act LXVII of 2019 on long-term shareholder engagement requires proxy advisors to disclose certain key information relating to the preparation of their research, advice and voting recommendations and any actual or potential conflicts of interests that may influence the preparation of the research, advice and voting recommendations.
6. In India, proxy advisors give voting recommendations to their clients (institutional investors) and generally do not vote on behalf of their clients. Proxy advisors in India are required to formulate and disclose the voting recommendation policies to their clients.
7. In Indonesia, in OJK Regulation No 10/POJK.04/2018 (Section 53) provides that Investment Managers are encouraged to disclose voting policy and actual voting records.
8. In Ireland, the Companies Act 2014 as amended implements the EU’s Shareholder Rights Directive II requiring institutional investors and asset managers to disclose an engagement policy and an explanation of the most significant votes taken but all on a comply or explain basis. Similarly, proxy advisors are required to apply a Code of Conduct on a comply or explain basis. Some Irish entities voluntarily sign up to the UK Stewardship Code.
9. In Malaysia, the Malaysian Code for Institutional Investors (MCII) adopts the “apply and explain” approach where signatories are encouraged to explain how they have applied the principles of the MCII, and where there are departures, to highlight the same, along with the measures to address the departures, and the time frame required to apply the relevant principles.
10. In Peru, in the case of Pension Funds, the management companies must appoint representatives that protect the rights and obligations related to Funds’ investments. In consequence, the representatives must pronounce on the matters that are submitted for discussion, record their vote in the respective documents and inform to the pension fund management company the results of their management. These companies must keep those reports for any request of the Superintendence of Banking, Insurance and Pension Funds Management Companies. On the other hand, the main institutional investors, such as Private Pension Funds Management Companies, Insurance Companies, Mutual Funds Management Companies and Investment Funds Management Companies must give priority to the interests of their affiliates and investors, in the event of possible conflicts of interest regarding their own incentives or from third parties. The aforementioned fiduciary duties must be included in internal documents and policies, such as Internal Rules of Conduct.
11. In Poland, proxy advisor firms are regulated in the Polish Code of Commercial Companies (law). The Code requires such advisor to immediately inform its clients about any conflicts of interest and to publish its conflict of interest policy every year.
12. In Romania, according to Law 24/2017, institutional investors and asset managers are required, among others, to publish annually information on how they have cast their votes in the general meetings of issuers in which they hold shares, except for votes that have been cast secretly in accordance with legal provisions. This information may exclude votes that are insignificant in view of the issues put to the vote or the shareholding that the shareholder has in the issuer. This information shall be available free of charge on the website of the institutional investor or the asset manager. Where an asset manager implements the engagement policy, including voting, on behalf of an institutional investor, the institutional investor shall indicate where the asset manager has published the information about that vote.
13. In the United Kingdom, the UK Stewardship Code is voluntary although its principles operate on an apply or explain basis. In June 2025, the Financial Reporting Council published the UK Stewardship Code 2026 to supersede the 2020 code, following a public consultation. The 2026 Code will take effect from 1st January 2026.
14. In the United States, the Securities and Exchange Commission has issued guidance regarding the proxy voting responsibilities of investment advisors exercising proxy voting authority with respect to client securities, including examples to help investment advisors’ compliance with their obligations in connection with proxy voting. See Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers; Supplement to Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers.
Key: L = requirement by the law or regulations; I = self-regulatory requirement by industry association without comply or explain disclosure requirement; C = recommendation by codes or principles without comply or explain disclosure requirement; CE = recommendation including comply or explain disclosure requirement overseen by either a regulator or by the industry association; “-” = absence of a specific requirement or recommendation.
Note: This table shows information on institutional investors with significant shares in the domestic market based on either legal requirements, industry association requirements or code recommendations. Advisory services/proxy advisors may be included among the target groups as applicable but are shown on a separate line if the requirements or recommendations differ significantly from those of other institutional investors.
1. “Constructive engagement” in the top row means purposeful dialogues with investee companies on matters such as strategy, performance, risk, capital structure and corporate governance.
2. “Engagement on sustainability issues” refers to regulatory or code provisions going beyond the governance topics cited in the prior column and footnote on constructive engagement to explicitly address environmental or social issues including, for example climate‑related concerns.
3. Maintaining effectiveness of supervision when outsourcing” refers to whether the institutional investors which outsource some of the activities associated with stewardship to external service providers (e.g. proxy advisors and investment consultants) remain responsible for ensuring those activities being carried out in a manner consistent with their own approach to stewardship (UK Stewardship Code).
4. In Belgium, the Belgian Companies Code requires proxy advisors to report to their clients conflicts of interests or business relations that could influences their advice.
5. In Bulgaria, the proxy advisors are required to disclose whether a monitoring is carried out thereby (inclusive the description of the manner of the monitoring) on the market conditions, the legislative requirements and the conditions, which are specific for each investee company. They are also required to disclose whether a communication is maintained thereby with the investees companies, inclusive the scope and the character of the communication. In Bulgaria, life insurers and reinsurers are required to disclose the monitoring of the respective aspects in the activities of the investee companies including strategy, financial and nonfinancial results, capital structure, social impact, environmental impact and corporate governance, or to explain publicly why it does not comply with any of the requirements envisaged.
6. In Chile, the Superintendence of Pensions issued the General Rule No. 276, which incorporates Climate Risk and ESG factors in investment and risk management policies of Pension Fund Managers.
7. In Chile, Articles 17 and 56 of Funds’ Law establish the responsibilities of Fund Managers to aim the investment targets and comply with the internal regulation of each Fund.
8. In Chile, Santiago Stock Exchange and the Association of Investment Fund Managers have published guidance on sustainable investment.
9. In Chile, General Rule No. 365 establishes the minimum contents that Fund Internal Prospects should contain; these include the Voting Policy.
10. In Denmark, the investment fund, asset manager, insurer or pension fund may choose not to comply with the requirements of the legislation if they publish a clear and reasoned explanation of why they have chosen not to comply.
11. In Estonia, according to the Accounting Act Section 24(6), a large undertaking, which is a public interest entity with more than 500 employees, must set out information on the environmental and social impacts resulting from its activities, the issues concerning the human resource management, the observation of human rights and anticorruption efforts in the management report to a necessary extent.
12. In Finland, the Responsible Investing Guide by Finland’s Sustainable Investment Forum (Finsif), which is a Finnish registered association. The members of the association have engaged in applying the Guide.
13. In Hungary, Section 15 of the Act LXVII of 2019 on long-term shareholder engagement requires proxy advisors to publicly disclose the procedures put in place to ensure quality of the research, advice, voting recommendations, qualifications of the staff involved, the essential features of the voting policies they apply for each market, and whether they have dialogues with the companies which are the object of their research, advice or voting recommendations, as well as with the stakeholders of the company, and, if so, the extent and nature thereof.
14. In Ireland, according to Companies Act 2014, Part 17 Chapter 8b, institutional shareholders and asset managers may choose not to comply with the statutory requirement on engagement policies if they provide a clear explanation. In the context of their engagement reporting, they should disclose how they use proxy advisors for the purpose of their engagement activities.
15. In Israel, according to new regulation that has entered into force in June 2023, mutual funds have an obligation by law to monitor and create constructive engagement (mainly on corporate governance) by participation and voting in the shareholders meeting.
16. In Israel, in 2023, the Israel Securities Authority (ISA) issued a directive aimed at fund managers and large license holders, requiring them to consider Environmental, Social and Governance (ESG) factors in their decision-making processes. Although the directive does not mandate the integration of ESG factors, it does require entities to assess these considerations and disclose their approach.
17. In the Netherlands, a statutory obligation requires proxy advisors to make publicly available the procedures put in place to ensure quality of the research, advice and voting recommendations, and qualifications of the staff involved. Furthermore, a statutory obligation requires proxy advisors to report whether purposeful dialogues with investee companies take place.
18. In Saudi Arabia, there are no regulations setting specific legal requirements for institutional investors in particular. However, regulations do mention and guarantee investor rights in voting. Moreover, there are not any specific regulations on the institutional investors in the matter of conflicts of interest, unless they are board members or representatives.
19. In the United Kingdom, see footnote 13 under Table 3.16 regarding the UK Stewardship Code.
Key: Sources of definitions: CL = Company law or regulations; SL = Securities law or regulations; R = Listing rules; C = Corporate governance codes or principles; O = Others; “-” = absence of a specific requirement or recommendation. Mandatory and/or voluntary disclosure provisions for all listed companies: MP = Mandatory to public; VP = Voluntary to public; MR = Mandatory to the regulator/authorities only; MRVP = Mandatory to the regulator/authorities and voluntary to public; “-” = Absence of mandatory/voluntary disclosure provisions.
1. In Australia, there are general provisions applicable to listed companies in Chapter 6C of the Corporations Act 2001. These provisions require disclosure to the market by persons who have a “relevant interest” in securities of the listed company amounting to a ”substantial holding”. They also enable listed companies or ASIC (either of its own volition or on request of a shareholder) to direct a person to disclose if they have a “relevant interest” in securities of the listed company (the “tracing provisions”). A “relevant interest” is broadly defined in the Corporations Act and is centred around whether a person holds or has power to control voting or disposal of the securities, so will often capture beneficial ownership. Under the tracing provisions there is no minimum holding required before the direction can be issued. Once this information is obtained from a direction by ASIC it may be provided to the listed company. The listed company must record the information about the relevant interest in a register within two business days of receipt. This register is available for inspection by any person.
2. In Australia, cross-shareholding may be disclosable under the substantial holding disclosure provisions in Section 671B of the Corporations Act 2001, where a subsidiary has a “relevant interest” in securities representing more than 5% in its parent.
3. In Finland, listed companies are liable to publish only such shareholder agreements that are known to the company. A shareholder shall have an obligation to notify the offeree company and the Financial Supervisory Authority when a shareholder has, on the basis of a security (including shareholder agreements or other such arrangements), the right to obtain shares of the offeree company amounting to that the proportion of voting or proprietary rights reaches or exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% or 90% or two‑thirds of the voting rights or the number of shares of the offeree company. This obligation to notify applies also to shareholder agreements on the transfer and use of voting rights pertaining to such shares (Finnish Securities Markets Act (746/2012), Chapter 9, Sections 5, 6, 6a, 6b and 10).
4. In Greece, disclosure of shareholder agreements to the regulator is required only if they lead to significant change in shareholders rights.
5. In Greece, cross shareholdings must be disclosed to the regulator only if they lead to significant change in shareholders rights.
6. In Hong Kong (China), Listing Rules require an issuer to disclose any shareholder voting agreements or arrangements in its listing document or circular.
7. In Indonesia, specific regulated issuers which have innovation and high growth rates may issue shares with multiple voting rights through a mandatory public offering. Issuers regulated in this provision should meet certain criteria such as utilising technology to innovate products that increase productivity and economic growth, having shareholders who have significant contributions in the utilisation of technology, having minimum total assets of at least IDR 2 trillion (about USD 132 million), and others as promulgated by Art. 3 OJK Regulation No. 22/POJK.04/2021.
8. In Israel, mandatory discovery provision regarding beneficial owners applies only to interested parties defined as shareholders with at least 5% shareholding.
9. In Korea, under Art. 28 of the Monopoly Regulation and Fair Trade Act (MRFTA), domestic affiliates of a business group subject to disclosure are required to disclose specific information about the business group. This includes the general status of the group, status of shareholdings, status of its domestic affiliates that are not holding companies, status of cross shareholding/circular shareholding, status of debt guarantees between affiliates, whether voting rights are exercised, status of trading with related parties, etc. Furthermore, under Art. 27 of the MRFTA, among domestic affiliates of a business group subject to disclosure, unlisted companies with total assets of KRW 10 billion or more at the end of the previous fiscal year shall disclose any of the important matters related to ownership and governance structure, financial structure, and management activities within seven business days from the date of occurrence.
10. In Peru, in question V.4 of the Report on Compliance with the Code of Good Corporate Governance for Peruvian Corporations, issuers are required to indicate whether there are agreements or pacts between shareholders, and if so, indicate what matters are dealt with by each of the aforementioned agreements or pacts in force.
11. In Türkiye, except for the corporations specified in Article 2 of II-17.1 Communiqué On Corporate Governance, shareholding structure of the corporation, names, number and ratio of shares, and privileges of real person shareholders who have more than 5% shareholding cleared from indirect relations and cross ownership relations, shall be disclosed by being updated at least every six months.
References
[6] FRC (2025), UK Stewardship Code Signatories, https://www.frc.org.uk/library/standards-codes-policy/stewardship/uk-stewardship-code-signatories/ (accessed on 7 May 2025).
[5] FSA (2025), Stewardship Code : 340 institutional investors have signed up to the Principles for Responsible Institutional Investors as of March 31, 2025, https://www.fsa.go.jp/en/refer/councils/stewardship/20160315.html (accessed on 7 May 2025).
[1] ICGN (2024), ICGN’s Recommendations to the European Institutions on Shareholder Rights, https://www.icgn.org/letters/icgns-recommendations-european-institutions-shareholder-rights.
[2] OECD (2025), Shareholder Meetings and Corporate Governance: Trends and Implications, OECD Publishing, Paris, https://doi.org/10.1787/2d36fa5c-en.
[4] OECD (2023), OECD Corporate Governance Factbook 2023, OECD Publishing, Paris, https://doi.org/10.1787/6d912314-en.
[3] OECD (2021), OECD Corporate Governance Factbook 2021, OECD Publishing, Paris, https://doi.org/10.1787/783b87df-en.
← 1. Per the EU Shareholders Rights Directive (Directive 2007/36/EC), a company may call a general meeting (other than its AGM) with at least 14 days’ notice if it uses electronic voting and at a previous general meeting, at least two-thirds of voting shareholders approved the shorter notice period.
← 2. Article 92 of the Dutch Civil Code Book 2 on legal entities states that “Unless otherwise provided in the articles of association, all shares are subject to equal rights and obligations in proportion to their amount. The public limited company must treat shareholders or certificate holders who are in similar circumstances in the same manner. The articles of association may provide that shares of a certain class are subject to special rights as described in the articles of association regarding control in the company.”
← 3. Safeguards include: (i) qualified majority shareholder approval of multiple voting share rights; (ii) a maximum ratio of the number of votes attached to multiple vote shares to the number of votes attached to shares with the lowest voting rights or, alternatively, certain requirements for decisions in general meetings subject to a qualified majority of the votes cast. Member countries have also the possibility, when implementing the Directive, to adopt additional safeguards, such as sunset clauses upon a specific event, transfer of shares or after a certain timeframe has passed.
← 4. The temporary regime allowing a closed door shareholder meeting format without an amendment to the company’s articles of association applied until 31 December 2024.
← 5. The SRD II (Directive (EU) 2017/828) mandated that EU Member States implement requirements for companies to disclose material related party transactions with detailed information related to them when the transaction is concluded. The Directive allowed some flexibility for Member States to set criteria for the materiality of such transactions, while requiring that these criteria include one or more quantitative ratios based on the impact of the transaction on the financial position, revenues, assets, capitalisation, including equity, or turnover of the company, or that it takes into account the nature of the transaction and the position of the related party.