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JURI Committee held exchanges of views on several company law directives and held a hearing on the statutory audits of annual accounts and consolidated accounts.
Disclosure requirements for medium-sized companies and obligation to draw up consolidated accounts
JURI Committee held an exchange of views on the “disclosure requirements for medium-sized companies and obligation to draw up consolidated accounts”. The related document was not yet available. However, the rapporteur intends to present the draft report as soon as possible in order to accelerate the procedure with a view to following the same calendar as the Kauppi report on the “publication and translation obligations of certain types of companies”. It is intended to finalize the procedure by the end of this year - in only one reading .
The Commission proposal forms part of the second fast-track package for the reduction of administrative burdens, which includes legislative measures in the areas of company law, accounting and auditing designed to simplify the business environment for European companies.
The proposed amendments to the 4th and the 7th Company Law Directive aim at eliminating the administrative burden linked to certain disclosure requirements for medium-sized companies and the obligation to draw up consolidated accounts.
During the debate, the Commission representative announced that – forced by a failure by the Commission when drafting the proposal - a revised Presidency compromise proposal is already on the table that takes into account that SMEs are already excluded from the breakdown of turnover (4th company law directive, Art 54/2).
Rapporteur Ieke van den Burg underlined that although the “Stoiber group” is currently preparing its final recommendations on the simplification of Community law, this should not lead to any delay of the present report.
Timetable:
Adoption JURI -
Adoption Plenary – November 2008
Publication and translation obligations of certain types of companies
Rapporteur: Piia-Noora Kauppi (EPP/FIN)
Exchange of views, Consideration of draft report
(The discussion was postponed and could not be covered)
Excerpt of rapporteurs explanatory statement:
The rapporteur supports the Commission in its aim of diminishing administrative burdens as regards publication and translation obligations of certain types of companies. The proposal is part of the wide ranging administrative burden reduction exercise, by freeing up and redirecting business resources and thus enhancing the competitiveness of the economies in the Member States.
Among the available options (one to four) that the Commission considered to achieve the goal of diminishing the administrative burdens related to the publishing requirements, it seems that the proposed fourth option best balances the interests in question. The Member States should adopt an electronic platform containing the full information or providing access to this information in the companies' electronic file in the register.
The rapporteur agrees with the Commission proposal and introduces some amendments clarifying the practical implementation of the provisions related to the publication costs and translation provisions. The rapporteur also introduces one technical amendment in order to ensure a correct cross-referencing with the Second company law Directive.
Preliminary Timetable
Adoption JURI -
Adoption Plenary – November 2008
Statute for a European private company
JURI Committee held an exchange of views on the “statute for a European private company” The related document has been finalised and is now in the translation process.
The Commission's proposal forms part of a package of measures designed to assist SMEs, referred to as the Small Business Act for Europe (SBA). The objective of the SBA is to make it easier for SMEs to do business in the Single Market and consequently to improve their market performance. The Statute has the potential to benefit larger companies and groups.
Rapporteur Klaus-Heiner Lehne explained that the Commission proposal does not include that many new things as JURI Committee already adopted its own-initiative report in 2006. The views of rapporteur Klaus Lehne and shadow rapporteur Ieke van den Burg on possible amendments were almost identical. Both agreed that existing employee participation should not be undermined. Also, the statute should be restricted to companies that do have cross border activities. Major problems in adopting the report are not expected.
14th Company Law Directive on the cross-border transfer of the registered offices of limited companies
Rapporteur: Klaus-Heiner Lehne (EPP/DE), Exchange of views
The rapporteur was very short on the explanation of the forthcoming report which will be finalised within the next couple of weeks. The report is called for by almost all relevant groups. The Commission has already undertaken an impact assessment.
It is therefore the intention to take the (not official) proposal from the Commission and take this as the basis for the own initiative report which is intended to underline the need for a 14th Company law directive and to request the Commission to submit a proposal for such a directive.
Commissioner McCreevy stated before the Committee on
Timetable:
Finalize the report before the end of the legislation period
Open hearing on 8th directive of Company Law - the statutory audits of annual accounts and consolidated accounts.
Rapporteur: Bert Doorn, Working document
The aim of the hearing and the report on the implementation of the Directive is to verify whether the Directive itself, the implementation of the Directive in the
Rapporteur Bert Doorn (EPP/NL) identified the main questions to be treated at the hearing in his working document.
Jacques Potdevin, FEE, noted that the registration of third country audit firms and the transfer of audit working papers to third countries needs to be clarified. The EC should push for a consistent implementation of the network definition. Potdevin also urged the EU to take a decision ISAs.
Together with Jeremy Jennings representing the ECG, he called for countries to rely on each others' oversight regimes and inspection systems.
Helmut Klaas, IDW, had some reservations with the OXERA report published by the Commission earlier this year. The proposed principle of “naming and shaming” has no tradition in most EU countries, he said.
(The full presentations can be downloaded here)