Commission plans to modernise European company law and corporate governance

12 December 2012

European company law and corporate governance should make sure that companies are competitive and sustainable. The European Commission has today adopted an Action Plan outlining future initiatives in this area.

Internal Market and Services Commissioner Michel Barnier said: "This Action Plan on company law and corporate governance sets out the way forward: shareholders should receive additional rights, but also fully assume their responsibilities to make sure that the company remains competitive over the longer term. Companies should also become more transparent in several respects. This will contribute to effective governance of companies."

Key elements of the action plan

1. Increasing the level of transparency between companies and their shareholders in order to improve corporate governance. This will include in particular:

• increasing companies' transparency as regards their board diversity and risk management policies;
• improving corporate governance reporting;
• better identification of shareholders by issuers;
• strengthening transparency rules for institutional investors on their voting and engagement policies.

2. Initiatives aimed at encouraging and facilitating long-term shareholder engagement, such as:

• more transparency on remuneration policies and individual remuneration of directors, as well as a shareholders' right to vote on remuneration policy and the remuneration report;
• better shareholders' oversight on related party transactions, i.e. dealings between the company and its directors or controlling shareholders;
• creating appropriate operational rules for proxy advisors (i.e. firms providing services to shareholders, notably voting advice), especially as regards transparency and conflicts of interests;
• clarification of the 'acting in concert' concept to make shareholder cooperation on corporate governance issues easier;
• investigating whether employee share ownership can be encouraged.

3. Initiatives in the field of company law to support European businesses and encourage their growth and competitiveness:

• further investigation on a possible initiative on the cross-border transfer of seats for companies;
• facilitating cross-border mergers;
• clear EU rules for cross-border divisions;
• follow-up of the European Private Company statute proposal (IP/08/1003) with a view to enhancing cross-border opportunities for SMEs;
• an information campaign on the European Company/European Cooperative Society Statute;
• targeted measures on groups of companies, i.e. recognition of the concept of the interest of the group and more transparency regarding the group structure.

In addition, the action plan foresees merging all major company law directives into a single instrument. This would make EU company law more accessible and comprehensible and reduce the risk of future inconsistencies.

Press release

FAQs

Action Plan (provisional)

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