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NEWSLETTER October-December 2013

 

Season's Greetings

In warm appreciation of our association, we extend our Best Wishes for a Happy New Year filled with Health and Success!

Patrick Zurstrassen, ecoDa Chairman 

 
   

ecoDa's opinions

 
 

ecoDa at the 13th European Corporate Governance Conference in Vilnius

The Lithuanian Presidency organised the 13th European Corporate Governance Conference on 8-9 October 2013 in Vilnius. ecoDa's Chairman Patrick Zurstrassen as well as Tapani Varjas from the Directors’ Institute of Finland attended the event. The conference addressed three main topics: encouraging long-term shareholders’ engagement, governance challenges for unlisted companies, shareholder-value creation in state-owned enterprises.

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ecoDa Report on EBA Workshop on proportionality

Patrick Zurstrassen, ecoDa’s Chairman, was representing ecoDa at the workshop held on 22 December in London by the European Banking Authority on proportionality within the frame of the CRD IV bank directive adopted by the EP in May this year. Through this directive EBA was entrusted to issue Level 2 guidelines to clarify and harmonize the interpretation of the directive. In this context, EBA gathered a couple of hundreds of financial supervisors, regulators, central bankers and bankers of all kinds from all European countries. The meeting was chaired by Andre Enria, EBA Chairman. 

 

GNDI Policy Perspective – Board-Shareholder Communications

The Global Network of Directors' Institutes (GNDI) in which ecoDa is part has issued a position paper on directors/shareholders communication. As a matter of law, boards are required to act in the best interests of the company as a whole. It follows then that directors should take the interests of all relevant stakeholders into consideration when making board decisions. A focus limited to shareholders may not serve any constituency well, not even shareholders themselves considered as a whole. At the same time, however, board engagement with the company’s shareholder body (both institutional and retail) forms a key part of how boards determine what is in the company’s best interest. Therefore, director institutes around the world favor regular, direct communications between directors and shareholders.

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ecoDa's Position paper on disclosure of non-financial and diversity information

As regards the European Commission's proposal on disclosure of non-financial and diversity information, ecoDa has been repeating that combining diversity and non-financial reporting needs further reflection. ecoDa prefers that those two issues be treated separately. Information on e.g. a gender policy (and its execution) might well fit in ‘social’ reporting (ESG). The information on the gender balance of the board of directors and the management committee might better fit with governance information (ESG). Such information might be considered highly relevant in the actual gender debate.

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ecoDa Roundtable discussion on CG for Family Businesses under the initiative of the European Commission

ecoDa is organising a roundtable discussion with high level representatives from family businesses to discuss their governance. The roundtable  will gather a restricted number of participants, around 30. The event will take place on March 12, 2014.

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ecoDa’s Annual Conference – 29 April 2014

ecoDa will organise its Annual Conference on the item of Boards Selection Process in cooperation with EWob on Tuesday 29 April 2014  in Brussels. The discussion will be structured in two panels, with guest speakers from ecoDa member associations, corporate members (Korn Ferry) and European institutions,  focusing on two main debates: “Defining the right profiles for board members” and “Defining the right processes for board selection". The format of the conference is meant for having an open debate on efficient board selection process as part of good Corporate Governance practices and of a sustainable, smart and inclusive economy.

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EU Developments in terms of Corporate Governance

 
 

Audit Reform

On December 17, the European institutions managed to get a provisional agreement in trilogue on the reform of the audit sector. With the agreement, audit firms will be required to rotate every 10 years. Public interest entities will only be able to extend the audit tenure once, upon tender. Under this measure, joint audit will also be encouraged. To avoid the risk of self-review, several non-audit services are prohibited under a strict ‘black list’, including stringent limits on tax advice and on services linked to the financial and investment strategy of the audit client. In addition, a cap on the provision of non-audit services is introduced.

 

Gender diversity

On December 9, the Council took note of a progress report on a directive which would improve the gender balance on company boards but did not take any final decision. The proposed directive would, inter alia, set a binding quantitative objective (as opposed to an obligatory quota) of increasing the proportion of women among non-executive company board members in publicly listed companies to 40% by 2020. In order to reach this objective, neutral criteria for ensuring fair recruitment would need to be applied together with transparency measures. The directive aims to address the issue of women's under-representation in economic decision making at the highest level by setting a quantitative objective, for the proportion of the underrepresented sex on the boards of listed companies, of 40% by 2020 (by 2018 in the case of public undertakings). The companies would be obliged to work towards that objective, inter alia, by introducing procedural rules on the selection and appointment of non-executive board members.

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The International Integrated Reporting Framework

As stated by the International Integrated Reporting Council (IIRC), the release of the International Integrated Reporting Framework on Monday 9 December 2013, marks an important milestone in the market-led evolution of corporate reporting.  It follows a three-month global consultation led by IIRC earlier this year, which elicited over 350 responses from every region in the world.

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EWoB

The European Women on Boards (EWoB) network was established at the end of 2013 and held its launch event on December 6 in Brussels with the support of ecoDa. European Women on Boards aims to increase the number of qualified European women on all boards of directors in Europe and elsewhere, and to be the premier European network of female board directors. EWoB will draw on excellence in competency, values and ethics, to provide key female board directors from around Europe with a platform for networking, best practices, training and mentoring. The network will also define and share board-related best practice on a European level. President of the European Council, Herman Van Rompuy, addressed a keynote speech.

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ecoDa's Spring Training Programme 17-18 March, 2014

ecoDa has developed a European module for Directors and supervisory board members seeking to gain a European perspective on board functioning and corporate governance. The training programme is targeted at Directors with a cross-border mandate in their board activities or looking for such a mandate. Anyone seeking to update their knowledge of recent EU policy developments in the field of corporate governance will also benefit from the module.  Our next session will take place on Monday 17th and Tuesday 18th March 2014 in Brussels.

 
   

CALENDAR

 
 

ICGN-June 2014

The International Corporate Governance Network (ICGN) will held its annual conference in Amsterdam on 16-18 June 2014.

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