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Brussels, 4th November 2002

Commission welcomes experts' report on company law and corporate governance

The European Commission has welcomed the final report by the High-Level Group of Company Law Experts, on a modern regulatory framework for company law in Europe, including corporate governance. The report covers the issues considered by the group under the second part of its mandate. Following the informal meeting of EU Finance Ministers in Oviedo in April this year, that mandate was extended to cover additional corporate governance issues (role of non-executive and supervisory directors; management remuneration; responsibility of management for financial statements; auditing practices), in the light of issues raised by the collapse of Enron. The Commission is considering the presentation of an action plan for company law in early 2003.

Internal Market Commissioner Frits Bolkestein said "We have a unique opportunity in the European Union, as we move towards the integration of our capital markets by 2005, to put into place the best corporate governance standards in the world. We should seize the moment. Why is this so important? The Enron scandals have shown that undermining of investor confidence seriously damages the development of capital markets and subsequently economic growth. The High Level Group's excellent and comprehensive report gives us a platform to begin the definition of which areas need to be strengthened in the European Union. I want a full and open debate on the report's recommendations before we define our forward strategy in early 2003."

The report contains detailed recommendations on the following topics, in accordance with the Group's extended mandate:

  • corporate governance

  • capital formation and maintenance

  • groups and pyramids

  • corporate restructuring and mobility

  • the European Private Company

  • co-operatives and other forms of enterprises.

Apart from these specific topics, the report also covers general themes important for the future development of company law in Europe, such as for instance the role of disclosure as a regulatory tool or the role of modern technology in future European company law.

Jaap Winter, the chairman of the Group, will present the main conclusions of the new report at the Council of Economics and Finance Ministers in Brussels on 5th November, and the Danish Presidency has scheduled a first exchange of views about the final report for the Competitiveness Council on 15 November.

Furthermore, a meeting has been scheduled for 27 November with the European Parliament's Committee on Legal Affairs and the Internal Market. The Commission will subsequently also meet Member States' company law experts.

The Commission has been invited by the Competitiveness Council of 30th September to present an action plan for company law, including corporate governance. In answer to this invitation the Commission is considering issuing a Communication in early 2003.

The members of the High-Level Group of Company Law Experts are:

  • Chairman Jaap WINTER, The Netherlands, professor at the Erasmus University of Rotterdam and partner at De Brauw Blackstone Westbroek

  • José Maria GARRIDO GARCIA, Spain, General Counsel to the Comisión Nacional del Mercado de Valores, and professor at the University of Castilla-La Mancha

  • Klaus HOPT, Germany, Geschäftsführender Direktor Max Planck-Institut and professor holding the Anton Philips chair of the Tilburg University

  • Jonathan RICKFORD, United Kingdom, Unilever professor at Leiden University and member of the UK Competition Commission

  • Guido ROSSI, Italy, former President of the Italian stock exchange supervisory body CONSOB

  • Jan SCHANS CHRISTENSEN, Denmark, professor at the University of Copenhagen

  • Joëlle SIMON, France, legal affairs director, French Business Confederation (MEDEF)

The full text of the Group's report can be found at:

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