23 February 2004

Commission consultation on directors' remuneration

The European Commission has launched a consultation on directors' remuneration on the forthcoming recommendation scheduled for September 2004. The consultation covers among others disclosure of remuneration policy and of individual remuneration and shareholder approval of directors' share option schemes.

The main issues on which the Commission is seeking contributions are:

should Member States be invited to take the necessary regulatory measures to ensure compliance with its provisions.

should the recommendation apply only to EU listed or also to non-listed companies.

given the diversity of board systems a definition of directors might be needed.

how should the remuneration policy for directors be disclosed in its annual accounts and annual report, and should that be an explicit item on the agenda of the annual general meeting that should be submitted to vote.

disclosure of the remuneration of individual directors in the preceding financial year including information such as share option schemes and supplementary pension schemes.

should remuneration schemes in shares or share options for directors be subject to the prior approval of the Annual General Meeting of Shareholders.

Comments on this note should be received by 12 April 2004.

Press release
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