Brussels, 28 April 2005
Corporate Governance: new group to advise
the Commission on strengthening shareholders’ rights and modernising
The European Commission has set up an expert advisory group to provide
detailed technical advice on preparing corporate governance and company law
measures. The group comprises twenty non-governmental experts from various
professional backgrounds (issuers, investors, employees’ representatives,
academics, regulated professions, etc.) with particular experience and knowledge
of the subject.
Single Market Commissioner Charlie McCreevy said: “Expert technical
advice from stakeholders is indispensable to making regulation work. I am
confident that this group has the practical experience and technical skills to
provide such advice on corporate governance and company law. An appropriate
framework in these areas should ensure more effectively run companies, which in
turn should make an important contribution towards enhancing growth and jobs in
Europe in line with the Lisbon competitiveness agenda.“
Members of the group have been appointed for three years. They were selected
following a call for applications launched in January 2005. The group will be
consulted by the Commission on a regular basis. The group’s advice will
supplement, not replace, public consultations on Commission’s initiatives.
The Commission will regularly consult the group, chair the group meetings and
establish the calendar for meetings.
The technical work of this group will be complementary to the more strategic
role in the convergence of corporate governance in Europe carried out by the
recently created European Corporate Governance Forum (see IP/04/1241).
The Action Plan on Modernising Company Law and Enhancing Corporate
Governance in the European Union – A Plan to move forward (see IP/03/716
adopted in May 2003, outlined the Commissions integrated approach to company law
and corporate governance.
Since the publication of the Action Plan, a number of initiatives have been
undertaken. In October 2004, the Commission adopted two Recommendations on
independent directors (see IP/04/1182
a proposal for the simplification of the formation, maintenance and alteration
of companies’ capital (see IP/04/1334)
and a proposal for amending the accounting directives in relation to collective
responsibility of board members, disclosure of off-balance sheet arrangements,
transactions with related parties and a corporate governance statement (see IP/04/1318
A political agreement was reached in the Council on the 10th Company
Law Directive on cross-border mergers in November 2004 (see IP/04/1405
Other important initiatives are on their way, such as a proposal for a
Directive on shareholders’ rights, for which a preparatory consultation
was published in September 2004 (see IP/04/1107).
More details of the Commission’s work on company law and corporate
governance are at:
Members of the Corporate Governance Advisory Group
- Gintautas BARTKUS (LT), Managing Partner, Professional Law Partnership
Jurevicius, Balciunas & Bartkus; Lecturer, Faculty of Law, Vilnius.
- Theodor BAUMS (DE), Professor, University of Frankfurt.
- Francesco CHIAPPETTA (IT), Secretary of the Board of Directors and General
Counsel of Telecom Italia; Chairman of the Company Law Working Group of UNICE;
Professor, University Bocconi (Milano).
- Thomas COURTNEY (IE), Head of Legal and Compliance – Personal lending,
Bank of Ireland Group; Chairman of the Company Law Review Group in Ireland.
- Jean-Pierre HELLEBUYCK (FR), Vice-president, AXA Investment Managers;
Chairman of the Commission on corporate governance of AFG (French Association on
- Erich KANDLER (AT), Partner, Deloitte Group Austria; Chairman of the working
party on corporate governance and company law of the European Federation of
- Mrs Vanessa KNAPP (UK), Partner, Freshfields Bruckhaus Deringer; Chairman of
the Company Law Committee of the Law Society of England and Wales.
- Vratislav KULHÁNEK (CZ), Chairman of the supervisory board of Skoda
- Jukka MÄHÖNEN (FI), Professor, University of Turku
- Stilpon NESTOR (EL), Principal, Nestor Advisors (Corporate governance
advisory services to corporations).
- Jesper Bo NIELSEN (DK), International Coordinator, Danish Financial Services
Employees’ Union (Finasforbundet), affiliated to the Confederation of the
Nordic Bank, Finance and Insurance Unions (NFU).
- Josef OKOLSKI (PL), Professor, University of Warsaw; Counseil to Weil,
Gotshal & Manges.
- Leonardo PEKLAR (SI), Chairman, Supervisory Board Telekom Slovenije; Vice
president, Supervisory Board Members Association of Slovenia, CEO of Socius
- Colin PERRY (UK), Chairman of three SMEs in the UK, Member of the Council of
the Financial Reporting Council in the UK (responsible for the UK’s
combined code on corporate governance).
- Enrique PIÑEL LÓPEZ (ES), Director, Banca March and
Corporación Financiera Alba; Member of the European Banking Federation
working group on company law and corporate governance.
- Geert RAAIJMAKERS (NL), Senior Legal Counsel, Investment Department of the
ABP Pension Fund; member of the Working Group Corporate Governance-Pension Fund
Governance of the European Federation for Retirement Provision (EFRP);
Professor, University of Maastricht.
- Mrs Joëlle SIMON (FR), Legal Affairs Manager of MEDEF (French Business
- Mario STELLA-RICHTER (IT), Legal Counsellor to Assogestioni (Italian
Investment Management Association); Partner Studio Legale Stella Richter;
Professor, Universities of Macerata and Bocconi (Milano)
- Mrs Daniela WEBER-REY (DE), Board Member of the German Private Equity and
Venture Capital Association (BVK); Partner, Clifford Chance.
- Patrick ZURSTRASSEN (BE), Managing Partner, Finor Luxembour; Chairman, The
Directors’ Office, Luxembourg; Professor, Catholic University of