The Financial Services Commission and the Korea Exchange announced on November 6 key directions for updating the guidelines on the disclosure of corporate governance with aims to strengthen protections for minority shareholders and encourage more active shareholder returns from listed companies.
Corporate governance reporting, which is a key disclosure of corporate information about a company’s governance structure and shareholder return policy, was first adopted in 2017 as a voluntary disclosure item of the KRX. Since then, the scope of companies subject to the disclosure requirement has expanded in stages to include all KOSPI-listed companies from 2026 (826 listed companies as of end-October 2026).
The revised guidelines on corporate governance disclosure are aimed at boosting the transparency of information and making sure that shareholders and investors have an access to sufficient information in making their investment decisions and practicing shareholder rights.
Key Revision Details
a) Incorporating revised Commercial Act, etc.
With the revised Commercial Act (September 2025) in place, listed companies with assets worth KRW2 trillion or more are required to adopt a cumulative voting system when they want to appoint two or more numbers of directors. However, some listed companies were recently suspected of reducing the number of directors or adjusting the appointment period in attempt to bypass this requirement. In this regard, the revised guidelines on corporate governance disclosure will require listed companies to disclose whether they have adopted a cumulative voting system, whether they have made any changes to the number of directors or their appointment periods and reasons for making changes as well as any impact on the cumulative voting system to prevent listed companies from attempting to bypass the revised Commercial Act.
b) Bolstering the disclosure of shareholder protection policy
Since duplicate listings or capital increases with consideration are often considered to cause a dilution of shareholder value, listed companies pursuing a duplicate listing or a capital increase with consideration will be required to disclose any shareholder protection measures and the details showing how they communicated with minority shareholders throughout the decision-making process.
Especially, if there was—or plans to be—a capital increase with consideration that raises a concern for equity dilution, listed companies will need to disclose specific details, such as whether the shares will be allocated to third parties, the scale of the capital increase, the discount rate, the intended use of the funds, and whether the controlling shareholder will acquire shares, so that shareholders can make reasonable decisions based on the information provided.
c) Encouraging business report filing two weeks ahead of AGMs
To provide shareholders more time to consider agenda items for practicing their voting rights well ahead of annual general meetings of shareholders (AGMs), listed companies will be encouraged to provide relevant information early on.
Currently, most listed companies tend to disclose their business reports only one week ahead of their scheduled AGM dates. Therefore, to encourage listed companies to file business reports at least two weeks prior to their scheduled AGM dates, the corporate governance disclosure guidelines have been updated to require listed companies to clearly indicate the dates on which they submitted business reports or otherwise provide an explanation. After reviewing how companies are complying with this change, the financial authorities may consider to include it—whether companies have submitted business reports two weeks ahead of AGMs—as a key indicator of the corporate governance report in the future.
d) Strengthening the disclosure on shareholder returns
The provision of information on dividends and treasury stocks will be expanded to facilitate shareholders to more easily obtain information about the shareholder return policy of companies.
For a shareholder to make a proposal to seek an improvement to the company’s dividend policy, key information regarding dividend amount needs to be disclosed at least six weeks prior to the scheduled AGM date, which is the shareholder proposal deadline stipulated under the Commercial Act. However, with the notification of attendance for AGMs generally taking place two weeks prior to holding AGMs and the business report filing taking place one week before AGMs, shareholders face restrictions in being able to fully exercise their shareholder rights.
Therefore, under the updated corporate governance disclosure guidelines, listed companies will need to indicate whether they have disclosed information about dividends (final dividend, dividend amount, etc.) during the period in which shareholders are able to check relevant information and make shareholder proposals (six weeks prior to holding AGMs).
In addition, under the revised guidelines, listed companies will need to disclose information about the acquisition, cancellation, and holding status of treasury stocks not only for the reporting year but also for the recent three-year period. This will allow investors to more easily understand and check any progress or change and help the market better monitor the shareholder return policy of listed companies.
Further Plan
The FSC and the KRX will begin to provide one-on-one consulting services and training and information sessions to the disclosure officers of listed companies from November this year to make sure that they can seamlessly incorporate the updated guidelines into their corporate governance disclosure practices starting from the 2027 reporting year.
* Please refer to the attached PDF for details.