Corporate Governance: new group to advise the Commission on strengthening shareholders’ rights and modernising company law

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).

Background

The Action Plan on Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to move forward (see IP/03/716 and MEMO/03/112), 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 and IP/04/1183), 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 and MEMO/04/246). A political agreement was reached in the Council on the 10^th 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:

http://ec.europa.eu/internal_market/company/index_en.htm

Annex

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 financial management).
Erich KANDLER (AT), Partner, Deloitte Group Austria; Chairman of the working party on corporate governance and company law of the European Federation of Accountants (FEE).
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 Auto.
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 Consulting.
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 Confederation).
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 Louvain-la-Neuve.