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NEWSLETTER July-September 2013


A Dutch Full Member for ecoDa

 After the Danish Board Network and the German Directors' Association (Vereinigung der Aufsichtsrate in Deutschland e.V., VARD), ecoDa has welcomed one additional new member, the Dutch Institute of Directors (NCD, Nederlandse vereniging van Commissarissen en Directeuren). At a time when the European Commission is engaged in its Action Plan on Company Law and Corporate Governance, ecoDa feels even more legitimate to help the European policy makers finding the appropriate level-playing field in terms of Corporate Governance. ecoDa is now representing 15 national institutes of directors and pursues its action to get a full European coverage.


ecoDa's opinions


ecoDa's Response on Long-Term Financing

In its response to the EU Green Paper on long-term Long-term financing of the European economy, ecoDa advocates that corporate governance might be promoted more actively as a necessary condition for facilitating SMEs to realise their growth ambition in a professional and sustainable way. ecoDa is convinced that a good governance track record (or rating) can facilitate the access to external capital, whether equity capital or other types of corporate financing.

ecoDa strengthened also the fact that countries with a wide dispersed shareholding base and very active stock markets (like the US and the UK) are apparently more vulnerable to short-term thinking than the continental European countries, which rely to a much larger extent on stable blockholders. This proves again that a ‘one size fits all’ approach is neither feasible nor relevant. Therefore, ecoDa pleaded for proportionate remedy and not for solutions imposed to all countries in the same way. Opting for flexibility (comply-or-explain) is a valid solution to cope with European diversity.


ecoDa heard by European Banking Authority on Proportionality Principle

The European Banking Authority organised a workshop to get industry views on proportionality. Patrick Zurstrassen, ecoDa’s chairman, has been interviewed in that context.



ecoDa at the 12th European Corporate Governance

Patrick Zurstrassen, ecoDa’s chairman, was representing ecoDa at the 12th European Corporate Governance on 16th and 17 th May 2013 in Dublin. ecoDa was a supporter of this conference with other well-known organisations. 400 copies of ecoDa’s Report on “Comply or Explain Preserving Governance Flexibility with Quality Explanations” were circulated to the attendees.


Repeated ecoDa's response on Audit Market Reform

While the negotiations are still pending at the Council, ecoDa keeps on repeating its position stated by Per Lekvall at a previous Eurofinuse Conference held in Brussels in March 2013.


Ethical Aspects of Corporate Governance Regulation and Guidance in the EU.

The Institute of Business Ethics in association with ecoDa has issued an Occasional Paper untitled A Review of the Ethical Aspects of Corporate Governance Regulation and Guidance in the EU. A conference was organised on July 2nd in Brussels for the launch of this publication. At that time, Anthony Smith-Meyer (Editor in Chief of the new Journal of Business Compliance) made it clear that “leadership seems to be the missing link between governance and ethics”. According to him, this requires an ability to have an awareness of the company’s environment, to confront values, to understand the impact of companies’ decisions and to take responsibility for the actions that are taken. The publication and the summary report of the conference are available on our website.


A New Website for ecoDa!

ecoDa has been busy the past months in developing a new website. The new website of ecoDa functions as a central point of communication for promoting all our issues, policies, documents, press activities, and activities towards all our members and stakeholders involved with ecoDa. The new site is in English and welcomes the visitor with a sense of lightness through a clear and smart look. We invite you to visit our website and we would love to hear what you think about it, including suggestions for improvements.


EU Developments in terms of Corporate Governance


Gender Diversity

The Reding initiative which fixes 40% of women on boards as an objective is being discussed at the European Parliament.

The Committee on Legal Affairs (JURI) together with the Gender Equality Committee (FEMM) published a draft report on 21 June 2013 which is available here.

The draft report goes beyond the Reding initiative by extending the scope to listed SMEs. The draft report strengthens the Comply or Explain principle and calls for proper monitoring and sufficient explanations . It supports exclusion from public procurement as sanctions for non respect of the 40%. The draft report also insists on the need for transparent boards’ selection procedures.


Employee Share Ownership

The European Commission launched a call for tender to prepare the European Pilot Project for the Promotion of Employee Ownership and Participation. The survey will include notably the identification of the “impact of financial participation on corporate governance and involvement of employees in corporate decision making, as well as more generally the relationship between corporate governance and employee financial participation (distinguishing senior management and employees more generally). Particular attention should be devoted to situations when employee pool their shares and therefore their decision making power (through vehicles)”.



Shareholders' Engagement

In its Action plan on Corporate Governance and Company Law, the European Commission is considered a possible revision of the current directive on the exercise of certain rights of shareholders in listed companies (2007/36/EC). The European Commission has published a summary of the roundtable debates organised to collect the views of stakeholders in the field of corporate governance in general and shareholder engagement in particular. “Effective shareholders rights are seen as a key prerequisite for shareholders’ engagement”. In addition, the experts interviewed consider that “the focus of shareholder engagement should be placed on the quality of the engagement and not on the quantity as shareholders in the past tended to concentrate on short-term profits”.

Download the directive here


The European Corporate Governance Codes Network

The European Corporate Governance Codes Network - an informal group that provides an opportunity for bodies responsible for national codes in EU and EEA countries to exchange views and information - has launched a new website. At the moment the website just provides details of the participating organisations and links to their codes, guidelines and monitoring reports.




EBA Event on Proportionality, October 22nd, London

The European Banking Authority (EBA) will organise a public event on October 22nd in London on the principle of proportionality.

This workshop aims to bring together policy experts from supervised financial institutions, national supervisory authorities and EU institutions to stimulate the discussion and promote a better understanding on:

-         How to define proportionality for regulatory purposes (e.g. how to assess the criteria of ‘nature’, ‘scale’ and ‘complexity’ as set out in CRDIV/CRR).

-         Which specific proportionality measures could be considered by the EBA when developing its regulatory work, in particular draft technical standards, regarding four selected areas of the CRDIV/CRR.


 Patrick Zurstrassen, ecoDa Chair, will be speaking at this event. The deadline for registration is 1 October 2013, however, as places are limited, registrations will be accepted on a first come, first served basis.


The 13th European Corporate Governance Conference on 8&9 October 2013 in Vilnius

The Lithuanian Presidency is organising the 13th European Corporate Governance Conference on 8&9 October 2013 in Vilnius.

Patrick Zurstrassen, ecoDa’s Chair and Tapani Varjas from the Directors’ Institute of Finland will intervene.

The conference will address three main topics:

-         encouraging long-term shareholders’ engagement,

-         governance challenges for unlisted companies,

-         shareholder-value creation in state-owned enterprises.


ecoDa's Fall Training Programme October, 17-18

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 Thursday 17th and Friday 18th October 2013 in Brussels. Full brochure available here


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