Europe: the Commission's action plan for company law and corporate governance

The European Commission published its company law and corporate governance action plan yesterday: see here (pdf). Nothing revolutionary in approach is proposed: national corporate governance codes, and the dominant 'comply or explain' approach, will remain. There are, instead, proposals within three broad areas which build on the current framework: increased transparency; more shareholder engagement; and exploring ways to support economic growth particularly in the cross-border context. Amongst the Commission's proposals are the following:

• Increase disclosure of board diversity policy and of risk management arrangements.
• Improve the visibility of shareholdings in listed companies in Europe.
• Improve the quality of corporate governance reports (in particular the quality of explanations provided by companies departing from corporate governance code provisions).
• Disclosure of voting and engagement policies as well as voting records by institutional investors.
• Improving transparency on remuneration policies and individual remuneration of directors, and granting shareholders the right to vote on the remuneration policy.
• Improve shareholder control over related party transactions.
• Improve the transparency and the conflict of interest frameworks applicable to proxy advisors.
• Work closely with competent national authorities and the European Securities and Markets Authority to develop guidance to increase legal certainty as regards the relationship between investor cooperation on corporate governance issues and the rules on acting in concert.
• Increase awareness of the European Company (SE) Statute (including employees' involvement) and possibly of the European Cooperative (SCE) Statute.
• Identify obstacles to employee share ownership in Member States.
• Further investigate the rules on the cross-border transfer of a company's registered office.
• Revise the rules on cross-border mergers.
• Investigate further rules on cross-border divisions.
• Codify the major company law Directives.
• Improve the information available on groups and recognition of the concept of ‘group interest’.

Europe: the European Company Statute - Commission report

The European Commission has published a report on the European Company Statute: see here (pdf).  The Report contains an overview of the factors which influence the setting up a European Company (SE), and the problems encountered, as well as highlighting trends on the distribution of SEs throughout the EU. Accompanying the report is a Commission working document (here, pdf), press release (here) and list of frequently asked questions (here).

Europe: the European Company (SE) consultation - synthesis of comments

The European Commission has published a synthesis of the comments received in response to its consultation on the operation and impacts of the European Company (Societas Europaea or SE) Statute: see here (pdf). The synthesis contains some interesting information on the problems encountered by respondents in setting up and operating an SE.

Europe: European Company (SE) - study and consultation

The European Commission has launched a consultation the purpose of which is to test the results of a study by Ernst & Young concerning the operation of the European Company Statute. The following background information is provided in the accompanying press release:

The European Company Statute, commonly known by its Latin name of 'Societas Europaea' or SE, was adopted on 8 October 2001, after more than 30 years of negotiation, and became available for use on 8 October 2004. A total of 431 SEs were registered as at 10 September 2009.

The SE has proved to be very popular in some Member States. Well known examples of successful SEs are Allianz, BASF, Porsche, Fresenius and MAN from Germany, SCOR from France, Elcoteq from Luxembourg and Strabag from Austria. However, in other Member States the SE has not taken off ... In order to determine whether changes are needed to make the SE Statute work better, the European Commission has launched a public consultation. With the review of the SE Statute, the Commission is aiming to increase the use of the SE across the European Union".

For further information, including a summary of the E&Y study report, see here.