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New EU Action Plan on company law and corporate governance: towards a more modern set of rules for more engaged shareholders and sustainable companies? Or are we seeing the death of European IPO markets, being overtaken by the emerging economies?


06 Feb 2013


Sustainable Dev.
Euro & Finance

Corporate governance needs to be seen as a means to an end, and not as an end in itself. As such, the proposed measures of the Action Plan need to deliver real benefits to companies and investors, such as improved company performance and sustainable long term value creation, and not merely burden businesses - were the main conclusions of this week’s conference jointly organised by ecoDa and EuropeanIssuers, in collaboration with ACCA. 



Lutgart Van den Berghe, Chair of ecoDa’s Policy Committee, said: “People should not forget that governance is not an end in itself but a means to an end. Companies should develop a governance model that helps them to reach the corporate goal and allows them to make effective decisions in the long term interest of the company, shareholders and stakeholders. The board is a crucial factor to this end. But also shareholders have to play their role to foster growth, strategy, entrepreneurship and sustainability.”



Paul Moxey, Head of Corporate Governance and Risk Management at ACCA stressed that “Corporate governance should really be about creating value. There are many definitions of governance, but in many the importance of company growth and competitiveness is missing. This is unfortunate, in that it has allowed corporate governance to become too often a rather pointless tick-box exercise”.


Speakers stressed that the overall quality of corporate reporting has gone up, and that the focus now should be on yet more improvement in the general quality of disclosure around corporate governance and a clear articulation by each company of how its governance arrangements support its business model. The assumption that shareholders are the monitors of companies’ governance presupposes their engagement. This is certainly one of the most important challenges of the Action Plan.



The political agenda in the field of corporate governance is becoming higher and higher, while financial regulation is becoming ever more detailed, without taking account of the underlying changes to financial markets. Speakers questioned whether the EU’s current focus is the right one to provide dynamic stock markets for companies. One speaker from the OECD presented statistics showing the decline in European IPOs over the past 10 years, while another speaker stated that “The IPO market in Finland is dead”.


Susannah Haan, Secretary General of EuropeanIssuers, concluded that: “Securities law and financial market regulation are being developed separately from company law and corporate governance, leaving companies struggling to make a coherent whole of the regulatory picture. We hope that the publication of the forthcoming Green Paper on long-term investment may open a wider debate on these issues.”



Notes to Editors


1.    The European Commission published its Action Plan on company law and corporate governance on 12 December 2012, with three main sets of measures.


a.    The first one aims at increasing transparency, and includes proposals on strengthening disclosure on board policies on diversity and non-financial risk management, on the quality of explanations for non-compliance in corporate governance reports, on shareholders’ identification, and relating to the transparency of voting policies.


b.    The second set relates to shareholders’ engagement and covers better oversight of remuneration policy, better oversight of related party transactions, regulating proxy advisors, the clarification of the concept of „acting in concert“ , and employee share ownership.


c.    The third pillar entails the company law components of the Action Plan. These are mainly linked to, on the one hand, improving the framework for cross border operations of companies - including the commitment to further explore the feasibility of the cross-border transfer of seat, improving the mechanism for cross-border mergers, enabling cross-border divisions, smart legal forms for European SMEs, ensuring a proper follow-up of the European Private Company, and the concept of ‘group interest’ - and, on the other, merging and codifying the provisions of various company law directives to make a more coherent and consistent set of rules.


2.    For further details, please see


3.    Following publication of the Action Plan, ecoDa (The European Confederation of Directors' Associations) and  EuropeanIssuers, in collaboration with  ACCA (the Association of Chartered Certified Accountants), organised a conference in Brussels called “The Action Plan on Corporate Governance and Company Law: What's in it and Why?”, during which distinguished experts presented the new Action Plan, and discussed  the potential impact of its various proposals and its expected effectiveness in contributing to better governance, more successful enterprise and to a healthier economic recovery in Europe.


4.    For more information, please contact:


For EuropeanIssuers

Susannah Haan,, +32 (0) 2289 25 71


EuropeanIssuers was set up to represent the interests of quoted companies across Europe. Our members include both national associations and companies from all sectors in 14 European countries. We aim to ensure that EU policy creates an environment in which companies can raise capital through the public markets and can deliver growth over the longer-term. We seek capital markets that serve the interests of their end users, both companies and savers. More information can be found at



For ecoDa

Beatrice Richez-Baum,, +32 (0) 32 2 231 58 11,


  • The European Confederation of Directors’ Associations. ecoDa is a not-for-profit association based in Brussels, acting since March 2005 as the "European voice of directors". Through its national institutes of directors (the main national institutes existing in Europe), ecoDa represents around fifty-five thousand board directors from across the EU member states.


  • ecoDa's mission is to promote good corporate governance and improve the effectiveness of boards of directors and/or supervisory boards, particularly by means of appropriate director training, professional development and boardroom best practice


  • ecoDa’s members: IoD, GUBERNA, IFA, ILA, IC-A, Hallitusammattilaiset ry, the Slovenian association of supervisory board members, the Croatian Association of certified supervisory board members, the Polski Instytut Dyrektorow, the Norwegian institute of directors (Styreinstitutt), the Norwegian StyreAkademiet, the Baltic institute of directors, the Swedish StyrelseAkademien and the Macedonian FYR Institute of Director




Cecile Bonino , , +32 (0) 2 286 11 37

1. ACCA (the Association of Chartered Certified Accountants) is the global body for professional accountants. We aim to offer business-relevant, first-choice qualifications to people of application, ability and ambition around the world who seek a rewarding career in accountancy, finance and management.


2. We support our 154,000 members and 432,000 students in 170 countries, helping them to develop successful careers in accounting and business, with the skills required by employers. We work through a network of over 80 offices and centres and more than 8,400 Approved Employers worldwide, who provide high standards of employee learning and development. Through our public interest remit, we promote appropriate regulation of accounting and conduct relevant research to ensure accountancy continues to grow in reputation and influence.


3. Founded in 1904, ACCA has consistently held unique core values: opportunity, diversity, innovation, integrity and accountability. We believe that accountants bring value to economies in all stages of development and seek to develop capacity in the profession and encourage the adoption of global standards. Our values are aligned to the needs of employers in all sectors and we ensure that through our qualifications, we prepare accountants for business. We seek to open up the profession to people of all backgrounds and remove artificial barriers, innovating our qualifications and delivery to meet the diverse needs of trainee professionals and their employers.