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Company law & corporate governance

Background

The existence of “28 different company law and corporate governance rulebooks in Europe” is considered by the Commission as one of the main barriers to a Capital Markets Union. Further reviews of the Accounting Directives and other relevant pieces of legislation in this field are therefore to be expected over the next few years.

Recently agreed in the field of company law and corporate governance were the Non-Financial Reporting Directive (transparency framework on large companies on social and environmental matters) and the Audit Directive (Regulation on the quality of audits of public-interest entities (PIEs) and Directive to enhance the single market for statutory audits – where we succeeded in removing AIFs from the PIE definition), both of which Invest Europe followed closely.

The only proposal of relevance to Invest Europe currently discussed in this area is the Shareholder Rights Directive. In April 2014 the Commission presented a proposal for the revision of this Directive, which aims to tackle corporate governance shortcomings relating to listed companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisors.

Invest Europe Position

While supportive of any attempt at harmonising the EU corporate governance framework, Invest Europe is concerned about any additional requirements for asset managers.

The proposed amendments to the Shareholders’ Rights Directive would require institutional investors and asset managers who represent them to disclose additional information related to their investments into listed companies.  With the AIFMD – and other pieces of legislation – already establishing significant disclosure and transparency requirements it is far from clear that additional requirements are needed.

In the meantime, Invest Europe closely follows any proposal on the harmonization of corporate governance rules as part of the Capital Markets Union project as well as any new project undertaken by International Accounting Standards Board (IASB).