In furtherance of enhancing corporate governance, the Korean Commercial Code has been amended to strengthen directors' obligations and responsibilities and improve minority shareholders' rights while restricting major shareholders' voting rights. Similarly, continuous emphasis has been placed on improving the disclosure system applicable to shareholders, investors and other stakeholders in the market, to enable more effective oversight and engagement in corporate management.
In this regard, as noted in our previous newsletters, financial regulators such as the Financial Services Commission (the “FSC”), the Financial Supervisory Service, and the Korea Exchange (the “KRX”): strengthened requirements for disclosure of stock-based compensation for officers in December 2023 (Link); mandated English disclosure for large KOSPI-listed companies in January 2024 (Link); and enhanced disclosure requirements for securities transactions by listed companies (including transactions involving treasury shares and convertible bonds), implemented between 2024 and 2025 (Link 1, Link 2).
Building on these ongoing enhancements, the FSC announced a new set of corporate disclosure improvement measures on November 17, 2025, aimed at increasing access to capital markets and reinforcing the rights of general shareholders. These measures, among other things, further strengthen requirements for disclosure in English, the disclosure of results of annual general meetings of shareholders (“AGMs”) (Link). Please see further details below.
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Expanded Application of English Disclosure Requirements
Currently, English disclosure requirements apply only to KOSPI-listed companies with (i) assets of KRW 10 trillion or more and at least 5% foreign ownership, or (ii) assets of KRW 2 trillion or more and at least 30% foreign ownership. Of the items concerning major management matters requiring ad hoc disclosure to the KRX, English disclosure is required for 26 key items such as governance or organizational restructuring (mergers, spin-offs, etc.), settlements (dividends, submission of audit reports, etc.), and the issuance of securities.
Starting on May 1, 2026, the mandatory English disclosure requirement will enter its second phase. Under this new phase, companies subject to English disclosure will be expanded to include all KOSPI-listed companies with assets of KRW 2 trillion or more, and the scope of disclosure items will also be expanded to include all key management items requiring ad hoc disclosure to the KRX, as well as general KRX disclosure items such as fair disclosure and inquiry disclosure. The deadline for English disclosure will also be shortened: (i) for large KOSPI-listed companies with assets of KRW 10 trillion or more, English disclosure must generally be made on the same day as the Korean disclosure (or, if the Korean disclosure is made in the afternoon, by noon the following business day, and, for key subsidiary management items, within three business days from the Korean disclosure); and (ii) for KOSPI-listed companies with assets of KRW 2 trillion or more (but less than KRW 10 trillion), English disclosure must be submitted to the KRX within three business days after the Korean disclosure.
The third phase of mandatory English disclosure will begin in 2028. The FSC will consider extending the English disclosure requirements to all KOSPI-listed companies and large KOSDAQ-listed companies (e.g., KOSDAQ-listed companies with assets of KRW 2 trillion or more).
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Enhanced Requirements for Disclosures of AGM Results
While companies currently disclose only whether each agenda item at the AGM has been passed, detailed voting results such as approval rates are not made available. Starting with AGMs held in March 2026, companies will be required to disclose detailed voting results, including the percentage of votes approving each agenda item.
Under the new requirements, companies will be required to file with the KRX (through its ad hoc disclosure system) the voting results (including approval, opposition and abstention rates) for each agenda item, on the same day as the AGM. In addition, periodic reports such as the annual business report will need to include the same voting results for each agenda item for the relevant period.
Moreover, incentives for listed companies to hold AGMs on dates other than the end of March will be strengthened. Despite ongoing efforts to encourage companies to hold AGMs on different dates — including operating a program for companies to voluntarily choose a different date and revising the model articles of incorporation for listed companies — about 90% of listed companies still hold their AGMs in late March. In response, the KRX will award extra points to companies with AGMs on different dates when selecting outstanding disclosure practices and will reduce demerits for inadequate disclosures. In addition, disclosure guidelines will be revised to require companies to include in their corporate governance reports whether they have amended their articles of incorporation to set the record date for voting rights other than the end of the fiscal year, as well as any other efforts made to change AGM dates.
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Improved Officer Compensation Disclosure Requirements
Improved disclosure requirements regarding officer compensation will begin to apply from the semi-annual reports for 2026. To facilitate a clearer understanding of the relationship between company performance and officer compensation, amendments will require disclosure of figures such as total shareholder return and operating profit for the past three years alongside total officer compensation. Companies will also be required to disclose detailed justifications and specific calculation criteria for each item. Currently, disclosure regarding the basis for calculating officer compensation is often insufficient, and the relationship between performance and compensation is unclear, which has led to criticism that Korea’s disclosure requirements are less robust than those of other major markets such as the United States.
Furthermore, to better reflect the true scale of officer compensation, including stock-based compensation, companies will be required to disclose every type of stock-based compensation in both the aggregate and individual officer compensation statements, and also provide the cash value of any unrealized stock-based compensation.
In line with these improvements, the FSC plans to amend the Regulations on the Issuance and Disclosure of Securities. The proposed amendment will be published for comment from November 17 to December 8, 2025, followed by deliberation by the Regulatory Reform Committee, the Securities and Futures Commission, and the FSC, with implementation targeted for the first half of 2026. Amendments to the KRX’s Securities Market Disclosure Regulations to implement the expanded second phase of mandatory English disclosure are also planned.
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These improvements to the disclosure system require close monitoring, as they are likely to significantly impact AGM operations and corporate governance. The expansion of English disclosure requirements may lead to an increase in inquiries and proposals from foreign institutional investors and activist shareholders. In addition, mandatory disclosure of approval, opposition, and abstention rates for each AGM agenda item will make shareholder decisions more transparent, and in the case of significant support for proposals that are nevertheless rejected, there could be ongoing challenges from shareholders in subsequent AGMs. Likewise, greater transparency in officer compensation, including stock-based compensation, may prompt shareholders to express their views or submit advisory proposals such as Say on Pay resolutions.
[Korean Version]