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Tuesday, April 18, 2006

EC Seeks to Set Future Governance Reform Priorities
Submitted by: Roland Escher, International Research Analyst

The European Commission (EC) plans to hold a public hearing in Brussels on May 3 to gather more input on its future corporate governance priorities.

The EC's Action Plan on Modernizing Company Law and Enhancing Corporate Governance, which was initially adopted in 2003, is set to be updated with a new agenda. The public hearing will have four separate panels: on shareholder rights and obligations, on the modernization and simplification of European company law, on the responsibility of directors and internal controls, and on corporate mobility and restructuring. To participate, one must register by April 20. One may register through by visiting here.

The commission requested public comment on its corporate law priorities last December. About half of the questions in the commission's 14-point questionnaire focused on corporate governance issues. The objective was to clarify and evaluate the overall aim and context for future priorities and assess the continued relevance of the medium- and long-term measures of the action plan.

The commentary submitted by ISS focused on the many obstacles shareholders face, including share-blocking, unequal voting rights, and a lack of say regarding anti-takeover devices and executive compensation. ISS emphasized the need to uphold the principle of one-share, one-vote; shareholder rights; investor disclosure of voting policies; stricter independence standards for directors; and protection of minority shareholder rights, including squeeze-out and sell-out provisions.

Since its adoption, most short-term measures contained in the action plan have been, or will shortly be, implemented. These include, among others, two recommendations on directors, the revision of the accounting directives, the adoption of the directive on cross-border mergers, and the proposal for a directive on shareholder rights.

The EC recommendation on directors' pay calls on listed companies to disclose their policy on directors' remuneration and tell shareholders how much individual directors are earning and in what form, and ensure shareholders are given adequate control over these matters and over share-based remuneration schemes. The draft directive on shareholders' rights addresses the need of shareholders to have timely access to the complete information relevant to general meetings, to be able to exercise their voting rights by correspondence and by proxy.

According to Internal Market and Services Commissioner Charlie McCreevy, "Expert input will be important in preparing the strategy for EU company law and corporate governance in the coming years."

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