Corporate bond markets have expanded considerably over the past two decades in both developed and emerging markets, reflecting a structural shift in corporate financing patterns. While this expansion has widened companies’ access to capital markets, it also underscores the need for regulatory frameworks that are fit for purpose. Transparency and accountability in bond markets are essential preconditions for building investor trust, improving market efficiency and enabling corporations to pursue long-term strategic objectives. Sound corporate bond markets require appropriate information flows and well-aligned incentives among issuers, investors and market service providers to support effective decision making.
The OECD Guidelines for Corporate Bond Issuers (the Guidelines) provide guidance to help policymakers to evaluate and improve the legal, regulatory and institutional framework for corporate bond issuers and the role of bondholders in corporate governance. The Guidelines aim to promote efficient capital markets, support sustainable growth and contribute to financial stability.
The Guidelines complement the G20/OECD Principles of Corporate Governance by addressing issues specific to bond markets, including bondholder rights and engagement mechanisms. They also provide guidance on how relevant aspects of the G20/OECD Principles of Corporate Governance may be applied to companies that list their bonds without having publicly traded equity.
The Guidelines are the outcome of more than two years of work. They are non-binding and do not seek to prescribe detailed legislative approaches or override domestic legal frameworks. Rather, they set out key objectives and highlight possible avenues for their implementation, recognising that outcomes will depend on each jurisdiction’s legal and market context. They are primarily addressed to policymakers, while also recognising the role of stock exchanges and market participants in promoting good practices.
The Guidelines are a valuable tool for policymakers, regulators, international organisations and market participants to promote well-functioning public bond markets. The OECD Corporate Governance Committee will continue to work closely with all relevant national authorities and other partners to promote the implementation of the Guidelines.
Jean-Paul Servais
Chair, OECD Corporate Governance Committee