The OECD Guidelines for Corporate Bond Issuers (hereafter, the “Guidelines”) provide recommendations on how the content of the G20/OECD Principles of Corporate Governance (hereafter, the “Principles”) could be applied to companies that list their bonds, but whose shares are not publicly traded. The Guidelines also provide recommendations for publicly traded companies on issues related to bond issuance and bondholder rights that are only briefly addressed or not covered at all in the Principles, such as bondholder meetings.
The Guidelines have three sections. The first section addresses disclosure and transparency for issuers of listed bonds, setting out expectations for the timely and accurate provision of material information relevant to bondholders, including financial performance, risk factors and debt contracts. The second section focusses on the responsibilities of the board, emphasising the need for informed decision making, sound oversight of the company’s capital structure and the consideration of bondholder interests where relevant. The third section covers the exercise of bondholder rights, including engagement, participation in bondholder meetings, the role of trustees, and mechanisms to support effective communication and debt restructuring.
The Guidelines were developed by the OECD Corporate Governance Committee. Important contributions were received from the OECD’s regional corporate governance roundtables in Asia and Latin America, and from Business at OECD and the Trade Union Advisory Committee (TUAC). An online public consultation was held from December 2025 to January 2026, achieving a broad consensus that promoting good corporate governance practices by listed bond issuers is an important step towards enhancing market efficiency, investor protection, and financial stability. The public consultation elicited written submissions from a broad range of stakeholders, including from OECD members and accession candidate countries, non-OECD G20 members, and Financial Stability Board members.
The Guidelines build on previous OECD Corporate Governance Committee work, including the paper Regulatory frameworks and trends in the corporate bond market (2025), the Roundtable on Policies and Practices for Corporate Bond Issuers held in April 2024, and the OECD Global Debt Report.