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NEWSLETTER January - April 2014

 

ecoDa is oganising its annual conference on the topic of “the Board Selection Process: Assembling the Right Pieces for a Dynamic, Effective and Balanced Board” in Brussels on April 29 (14.30-18.30) at the Thon Hotel EU. More information about the event here

 
   

ecoDa's opinions

 
 

ecoDa Summary Report on Governance for Family Businesses

ecoDa has organized a high-level roundtable discussion on family businesses and corporate governance in cooperation with the European Commission on March 12, 2014. The objective of this roundtable discussion was to better understand the strengths of those family businesses but also the challenges that they might face. Indeed, in some countries, a lot of companies belong already to the 5th or 6th generation while in some other countries, there is a large fall-out over the third generation. ecoDa's report identifies the CG challenges for those companies and address some recommendations for the European Commission.

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ecoDa First Reaction on the Say on Pay Initiative taken by the European Commission

Following the EC new shareholders' rights directive which addresses the Say on Pay in Europe, ecoDa made it clear in a press release that a compulsory Say on Pay in Europe should not undermine the role that board members must play in the governance of executive remuneration. In addition, a copy-paste approach of practices in other companies and countries should be avoided. An effective remuneration policy should be tailored to the corporate objectives of each company, taking into account relevant financial and non-financial performance criteria.

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Say on Pay Practices in Europe

Earlier this year, ecoDa has provided its help to the French Institute of Directors (IFA) to gather international comparisons of the Say on Pay practices in twenty countries. It appeared at that time that 15 countries in the European Union have already adopted - or are about to adopt - the principle of Say on Pay in various ways  before the new shareholders' rights directive was issued. The report gives further details on the components of the shareholders' vote. 

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ecoDa Manifesto for the New Commission and Parliament

ecoDa has defined a number of CG issues that we consider relevant to the European business community for the coming years and the next legislative programme. Effectiveness and professionalism at boards of directors level is important for all European companies, not just those that are listed.

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ecoDa has moved!

We are happy to announce that ecoDa has moved into new business premises. Please note our new address, if not already done:

Avenue des Arts, 41

1040 Brussels BELGIUM

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ecoDa’s 10th Anniversary - April 2015

ecoDa has defined "The Professionalism of Directors: The Key to European Competitiveness" as the title for its 10th anniversary in April 2015. The objective is to organize different national events and to finalize the European "Road Show" in one big event in Brussels. National events will start with a Nordic event in Stockholm on June 13th.

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EU Developments in terms of Corporate Governance

 
 

New Shareholders' Rights Directive

The original Shareholders Rights directive agreed in 2007 improved shareholders' access to company information and allowed them to vote by distance. The new Shareholders' Right directive goes further and includes different elements like: identification of shareholders', transparency of institutional investors, asset managers and proxy advisors, greater disclosure of the remuneration of the directors' of listed companies. The directive give shareholders the right to approve the remuneration policy and to vote on the remuneration report, which describes how the remuneration policy has been applied in the last year. The text empowers the Commission to provide for a standardized presentation in an implementing act.

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EU Recommendation on the Comply or Explain Principle

The European recommendation issued on April 9 aims to provide guidance to listed companies, investors and other interested parties in order to improve the overall quality of corporate governance statements published by companies. The recommendation states that "it is recommended that, where applicable, corporate governance codes make a clear distinction between the parts of the code which cannot be derogated from, the parts which apply on a comply or explain basis and those which apply on a purely voluntary basis.

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Audit Reform

The European Parliament adopted the proposal for a directive amending the Statutory Audit directive and the proposal for a regulation on specific requirements regarding statutory audit of public-interest entities in a plenary vote in Brussels on April 3.

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Non-financial reporting

On 15 April, the European Parliament adopted the directive on disclosure of non-financial and diversity information by large companies and groups (with more than 500 employees - about 6000 large companies). The directive implements a mandatory comply or explain approach.

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Diversity in boardrooms

The Reding initiative was discussed under the Irish and Lithuanian presidencies. The Lithuanian Presidency suggestion not to distinguish between the target dates for publicly listed companies and public undertakings respectively was broadly supported in terms of ensuring bigger clarity in application of the Directive. Compromise suggestions include; 1- Restricting the application of the enforcement measures to reporting only (i.e. no enforcement measures would apply to the procedural provisions). Thus the revised Directive would, in effect, put in place a "comply or explain" model. 2- a longer time frame (6 years) for achieving the quantitative targets, and the addition of  interim quantitative targets and an interim target date, 3- Allowing the Member States that so wished to either exclude employee representatives from the quantitative objectives or to exempt employee representatives from the procedural requirements.

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ecoDa's Fall Training Programme October 21-22, 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 October 21&22, 2014 in Brussels. Over 30 participants joined the spring session. Enroll for the fall session !

 
   

CALENDAR

 
 

ICGN-June 2014

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

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