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Corporate Governance in Europe: Ongoing Regulatory Initiatives

This article discusses the diverse traditions of corporate governance in Europe, including different board structures and ownership patterns. It also explores the EU corporate governance framework, key issues for improvement, and high-level results of the consultation process.

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Corporate Governance in Europe: Ongoing Regulatory Initiatives

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  1. EU Corporate Governance Ongoing Regulatory Initiatives Eric Ducoulombier – DG MARKT Tokyo, 6 July 2012

  2. Corporate governance in Europe Traditions are diverse: • Single boards, mixed boards, two-tierboards Examples: single board in the United Kingdom, two-tierboard and codetermination in Germany, 'Swedish/Nordic' model etc. • Ownership structure (majorityshareholders or high free float) • Example: considerable free float in the Netherlands and the United Kingdom, oftendominatingshareholders in South Europe • Parts of corporategovernancerooted in national companylaw • Examples to befound in all 27 Member States. Example: participation of shareholders in nomination committees in Sweden

  3. EU corporate governance framework • 1. EU company law: Traditional approach with the protection of shareholders and creditors (1st, 2nd, 3rd, 6th, 10th, 11th company law Directives, but also 4th, 7th company law Directives) • 2. External corporate governance control Market abuse Directive, Transparency Directive, comply or explain, 8th company law Directive • Market sanctions, securities regulators, external audit

  4. EU corporate governance framework • 3. Internal corporate governance control • Boards: independance, remuneration, 8th company law Directive • Shareholders: Directive 2007/36/EC • Special regime for credit institutions: CRD III/IV

  5. On-going work • Company Law • Business registers • (Foundations) • Takeover bids • Corporategovernance • Transparency Directive • Corporategovernance in financial institutions (CRD IV) • Corporate social responsibility

  6. The big picture • Consultation on the EU corporate governance framework • Consultation on the future of EU company law • Communication in October 2012

  7. Consultation on corporate governance framework1. Key issues How to improve functioning of boards? How to enhance shareholders' involvement? How to improve monitoring and enforcement of national CG codes?

  8. Consultation on corporate governance framework2. High-level results Reflection on improvement of EU CG framework welcomed Divided on need of further regulation on EU level Against one-size-fits-all approach In favour of principle-based and flexible approach Demand for EU measures in specific fields, like eg shareholder identification or disclosure of remuneration

  9. Consultation on the future of EU company law 1. Timing • Public consultation launched on 20 February 2012 • Deadline for contributions: 14 May 2012 • Publication of results: pending

  10. Consultation on the future of EU company law 2. Scope of the exercise • Modernisation of existingtexts • New areas of EU companylaw • Soft tools • Structural issues: scope listed/unlisted • Codification of Directives

  11. Next steps • Results of both reflection exercises will be combined • Commission will adopt Action Plan on company and corporate governance in October 2012 • Action Plan will detail roadmap for next 2-3 years • Policy mix around three main themes: • Transparency • Shareholder engagement • Growth

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