Bedrijfsregelgeving: verantwoordelijkheden Raad van Bestuur bij bedrijfsboekhouding transparanter (en)
The European Commission has launched a public on-line consultation on its forthcoming proposals to revise the EU's Accounting Directives in order to clarify the responsibility of members of company boards for financial statements and key non-financial information. The consultation also covers transparency in transactions between companies which are part of the same group and with related parties, as well as improvements to the disclosure of corporate governance practices. Those interested are invited to respond by 4 June 2004 to a quick and user-friendly questionnaire, using the Commission's Interactive Policy Making system and available through the Commission's dedicated consultation site "Your Voice in Europe" at: http://europa.eu.int/yourvoice/consultations
Internal Market Commissioner Frits Bolkestein said: "Investors need transparency if they are to be able to make informed decisions that benefit the economy as a whole by making sure that capital goes to companies who deserve it. Investors need to know that company boards are held responsible for the information they put out, whether it is financial statements or other information that affects the company's prospects. And they need to know which companies are well-governed. We need to reassure investors that they have the knowledge they need. This consultation will help ensure we get those changes right".
The consultation is part of the Commission's Action Plan to modernise company law and enhance corporate governance in the European Union (see IP/03/716 and MEMO/03/112). The Action Plan largely follows the recommendations in the final report (November 2002) of the High Level Group of Company Law Experts (HLG) set up by the Commission (see IP/02/1600).
The Commission will take the results of the consultation into account in preparing a proposal for a Directive, likely to be presented later in 2004, amending the EU's Accounting Directives (i.e. the Fourth Company Law Directive, 78/660/EEC, and the Seventh Council Directive, 83/349/EEC).
Why a revision of the Accounting Directives is necessary
The overall objective is to preserve confidence in European capital markets.
The prevailing principle in Europe is collective board responsibility for financial statements. The HLG recommended confirming the application of this principle and extending it to key non-financial information. The Commission concurs with the recommendation and recent corporate scandals have confirmed the necessity of implementing it.
Many companies are organised in group structures. However, transactions within such groups and transactions with related parties often lack transparency for investors, shareholders and other stakeholders. The Commission therefore intends to follow the HLG's recommendation that the Commission should consider whether further improvements to the Accounting Directives can be made which would be consistent with International Financial Reporting Standards.
Corporate governance practices differ between Member States and between companies. Enhanced disclosure in this area could be useful to get a better insight into these and to promote best practices. The Commission supports the HLG's proposal to introduce an annual corporate governance statement so that all relevant information on listed companies' corporate governance practices would be available in a single place, thus allowing investors and other stakeholders to assess the standard of a company's corporate governance.
How to respond
The easiest way to reply to the consultation is via the Commission's "Your Voice in Europe" web page at:
http://europa.eu.int/yourvoice/index_en.htm
Your Voice in Europe is a recently relaunched one-stop shop giving access to Commission consultations and their results across all policy areas.
The Commission's Interactive Policy Making (IPM) tool is being used for this consultation, in order to make it as easy and quick as possible for users to respond. IPM (see IP/01/519) aims to improve EU policies by using the Internet for collecting and analysing stakeholders' views.
This consultation is open until 4 June 2004.
Interested parties are invited to reply to the questionnaire and to inform others who may be interested in it. All replies will contribute to improving company law in all Member States.
Responses can also be sent to DG MARKT G4, European Commission, C-107 03/004, B-1049 Brussels or by e-mail to MARKT-G4@cec.eu.int
The results of the consultation will be published via the Your Voice in Europe web site in June 2004.
For further information on EU policies on financial reporting see:
http://www.europa.eu.int/comm/internal_market/financial-reporting/index_en.htm