Transcript What can we further expect from the EU-Commission with

The European Commission’s
Action Plan on Corporate
Governance and Company Law
General overview and planned follow up
Stockholm, 27 May 2013
Dr. Paulina Dejmek Hack
Corporate governance
frameworks do not
always function
effectively
Possible areas for action:
• Oversight on executive
remuneration
• Oversight on related party
transactions
• Insufficient information on
corporate governance
• Difficulties in Shareholder
cooperation
• Lack of Transparency of
proxy advisors
• Long-term shareholder
engagement
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Background
A careful but comprehensive rethink of the past, feedback from stakeholders, consultation
and studies
•
•
Consultation on the
future of EU company
law
Green Paper
on corporate
governance
in financial
institutions
+ responses
CRD III
Late
2012/
Early
2013
2012
2011
2010
Corporate
Governance
Action Plan
2003
1999
Financial
Services
Action Plan
08/04/2015
•
•
2005/06
•
Consultation
on future
priorities
•
Green Paper on EU
corporate governance +
responses
Report of the reflection
group on the future of
EU company law
Proposal CRD IV –
Corporate Governance
•
•
Action Plan: EU
company law and
corporate governance
Adoption CRD IV
Public online
consultation
3
Main Actions:
Enhancing
transparency
Engaging shareholders
Supporting companies`
growth and
competitiveness
08/04/2015
• Disclosure of diversity
policy and non financial
risks
• Improving corporate
governance reporting
(comply or explain)
• Shareholder identification
• Transparency of voting
policies
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Main Actions:
Enhancing
transparency
Engaging
shareholders
Supporting companies`
growth and
competitiveness
08/04/2015
• Improved oversight of
remuneration policy (“say
on pay”)
• Improved oversight of
related party transactions
• Regulating proxy advisors
• Clarification of the concept
of „acting in concert“
5
Main Actions:
Enhancing
transparency
Engaging shareholders
Supporting
companies` growth
and competitiveness
08/04/2015
Improving the framework for
cross border operations
• Transfer of seat
• Improving the mechanism for
cross-border mergers
• Enabling cross-border divisions
• Smart legal forms for European
SMEs
• Awareness of SE and SCE
EU company law codification
6
Principles guiding any EU action in this field:
• - No re-inventing of the wheel, use existing best
practices where possible
• - One size does not fit all - we respect that
companies and countries are different
- Diversity is an asset - important to respect Member
States’ different legal traditions
- Important not to overburden companies,
proportionality, flexibility
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