Corporate Governance in Costa Rica

This review of Corporate Governance in Costa Rica was prepared as part of Costa Rica’s accession process for OECD membership. During the three-year period of the review, the government made substantial progress in strengthening its institutional and legal framework in line with the G20/OECD Principles of Corporate Governance and OECD Guidelines on Corporate Governance of State-Owned Enterprises (SOEs). The report evaluates Costa Rica’s corporate governance policies and practices for both listed and state-owned companies. It finds that while Costa Rica’s capital market is quite small, its framework for corporate governance of listed companies is largely consistent with the Principles. Costa Rica has seen particular progress in issuing a new corporate governance code and requirements related to ownership disclosure. For SOEs, which play a key role in the Costa Rican economy, the Presidency has taken important steps to establish a co-ordinating unit which has spearheaded numerous reforms. These reforms include issuing a government ownership policy, more transparent and structured appointments of SOE board members (while removing politicians from boards), and reporting on SOEs’ performance. To further strengthen SOE performance and accountability, the report recommends additional steps to improve board practices, clarify performance objectives and implement International Financial Reporting Standards.