31 October 2011

EC（欧州委員会）の上場企業のガバナンスについての市中協議への回答に関するECIIA（欧州内部監査人協会）の報告書

Ten years ago, few would have imagined that corporate governance would play a vital role in the survival of the Europe Union. Yet today, as the national governments in the region work out how to save Greece from defaulting on its debts, creating the right corporate governance framework is regarded as a crucial step for the future stability of the EU – some would even argue, of the project of European integration itself. The current crisis was triggered in 2008 by the collapse of confidence in the banking sector. And while there have been several corporate governance initiatives in the EU aimed at exploring the reasons behind that failure, the most important and wide-ranging of these was launched in June last year with the European Commission’s consultation on corporate governance in the financial sector. In April this year, the EC followed this with another Green Paper on corporate governance in listed companies: 'The European Corporate Governance Framework'. The two papers can be read in tandem as a blueprint for the future of corporate governance in Europe and the future of the eurozone. As the EC says in the document: “Corporate governance and corporate social responsibility are key elements in building people’s trust in the single market”. In the most recent consultation paper, the Commission focuses on three particular areas: boards of directors, shareholders and the quality of corporate governance statements.

But of central importance to each of these issues, is the question of how risks should be managed and reported on. In its response to the EC, the ECIIA argues that robust risk management practices should play a central role in the future governance of corporations operating in the EU. Crucially, that means that the board should both understand the nature of the risks their business engages in, and be prepared to manage it accordingly.

The ECIIA is urging the EU to take account of the size of listed companies in its reforms so that small and medium-sized enterprises are not overwhelmed with reporting requirements that are simply not suitable for the scale of their businesses.

While the ECIIA believes that EU recommendations should leave the company free to choose the framework it wishes, it should encourage each corporate to adopt such a framework. In fact, a recent report by the Reflection Group on the future of EU company law has noted the benefits to corporations of adopting a well-defined risk management framework. It says that the successful implementation of an enterprise risk management model can both affect the likelihood and consequences of risks materialising, and result in better informed strategic decision-making, successful delivery of change and increased operational efficiency.

The financial crisis exposed poor risk management and weak corporate governance at Europe’s banks and insurance companies. But does the rot run deeper? Do corporate governance standards in other business sectors need to be improved too? The EC has reserved judgement on those questions, for now. Earlier this year it published a Green Paper asking for views on what reforms – if any – are needed to governance practices outside the financial sector. That first step does not imply further regulatory action. But the Commission’s review has prompted fears that, in a belated move to fix the governance rules as they relate to banks, it will impose unnecessary rules on listed companies in business sectors that had nothing to do with the crisis.

That is certainly the concern at EuropeanIssuers, an organisation that represents companies with shares listed on Europe’s various stock markets. “The current financial crisis has obliged Europe to rethink its regulatory system in order to avoid similar impact on the real economy in the future”, it said in its formal response to the Green Paper. “Listed companies, which had been subject to waves of regulation a few years before, are now concerned that they may be affected negatively by these regulatory reforms.” The prospect of more regulation is a worrying one, says Susannah Haan, the organisation’s Secretary General. European companies are already over-regulated when it comes to their governance models, she believes. This is undermining the appeal of Europe’s financial markets.

Full paper

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