REFLECTIONS ON THE REFORM OF CORPORATE DISCLOSURE AND ACCOUNTING RULES The Anton Philips Fund Center for Company Law Thursday, 1 April 2004 TILBURG UNIVERSITY, THE NETHERLANDS SPEAKERS William W. Bratton is Professor of Law, Georgetown Law School. Jim Cox is Brainerd Currie Professor of Law, Duke Law School. Sjoerd Eisma is partner of De Brauw Blackstone Westbroek. Peter Essers is Professor of Tax Law, Tilburg University and former Dean of the Law Faculty. Judith Freedman is KPMG Professor of Taxation Law, University of Oxford. Reinier Kraakman is Professor of Corporate Law at Harvard University. He has been appointed Anton Philips Professor for the academic year 2003/2004 at Tilburg University. Paul Koster is Member of the Executive Board, Netherlands Authority for the Financial Markets. Dr. Rainer Kulms is Privatdozent and Wissenschaftlicher Referent, Max-Planck-Institut, Hamburg. Joseph A. McCahery is Professor of International Business Law at Tilburg University, Board Member of Tilburg University’s Center for Company Law, Research Fellow of the Tilburg Institute of Law and Economics and the European Corporate Governance Institute (Brussels). Theo Raaijmakers is Professor of Corporate Law and Director of Tilburg University’s Center for Company Law. Peter Sampers is Manager Policies and Directives, Corporate Control, Royal Philips Electronics. Peter van der Zanden is Partner Ernst & Young, Professor at Tilburg and Nyenrode University, Member of Expert Committees of FEE, Capital Markets Advisory Group and NIVRA. Reflections on the Reform of Corporate Disclosure and Accounting Rules The recent US corporate governance crisis prompted legislators to design measures to protect a corporation’s shareholders from fraud, poor board performance and auditor failure. These most notably include CEO and CFO certification of accounts, imposition of internal controls, the prohibition of corporate loans to managers and the requiring firms to establish an independent audit committee. It is worth noting that the reform of accounting standards was not the primary concern of legislators. In Europe, the EC has also launched a number of corporate governance reforms announced in its May 2003 Action Program. The proposed reforms are intended to strengthen mandatory disclosure obligations for listed companies, grant special investigation rights to minority shareholders and the introduce a director’s disqualification regime for misleading disclosures. At the same time, EU regulators have focused on the implementation and enforcement of the IAS standards. Regulators are, moreover, faced with the task of harmonizing the FRS accounting standards. This symposium will explore both the recent EU and US corporate governance and auditing reforms, changes introduced under the 2005 Federal Reporting Standards, and the impact of the public oversight and board reform legislation on the performance of publicly listed firms. Thursday 1 April 2004 10.00-10.05 Introduction Theo Raaijmakers 10.05-11.15 Reform of corporate disclosure and auditor supervision rules in the US Roberta Romano Jim Cox 11.15-11.30 Tea/Coffee 11.30-12.30 Changes in disclosure and accounting under the 2005 Federal Reporting Standards Peter van der Zanden Peter Sampers 12.30-13.45 Lunch 13.45– 15.00 FRS 2005 and their influence on tax accounts Peter Essers Judith Freedman 15.00-15.15 Tea/coffee 15.15-17.00 Disclosure, gate keeping, public oversight & board accountability Reinier Kraakman Paul Koster Theo Raaijmakers 17.00 Reception Organization: Center for Company Law & Anton Philips Fund (Tilburg University) Prof. Joseph McCahery and Prof. Theo Raaijmakers Place: Campus Tilburg University Building E Room Z2 and Z4 Center for Company Law The Tilburg Center for Company Law combines research in the fields of corporate, securities, tax, and property and insolvency law. Its current research programme is concentrated around national, international and European aspects of the ‘firm’, its various legal forms, financing, governance, reorganization and accounting. The Anton Philips Fund The Anton Philips Fund was created on 15 September 2000 by agreement between Royal Philips Electronics (Netherlands) and Tilburg University. The aim of the Fund is to support academic research of Tilburg Law School’s Center for Company Law in the broad areas of comparative corporate governances, tax policy and general commercial law. At the same time, the Fund supports efforts to build on and strengthen collaborative relationships between American and European institutions and scholars. In moving toward this goal, the Fund has created the ‘Anton Philips Fund’. Holders of the Chair will be appointed from scholars of the highest calibre for the University’s academic year. The first Anton Philips Professor was Professor Lucian Bebchuk of Harvard Law School. Professor Klaus Hopt (Hamburg, Director Max Planck Institute) was appointed the second Anton Philips Professor. In September 2003 Professor Reinier Kraakman was named Anton Philips Professor for the academic year 2003/2004. Since its inception the Fund has sponsored several international conferences. The Fund is administered by an independent Board, the majority of which is appointed by Tilburg Law School and the remainder by Philips Electronics. The Board consists of the following members: Ad Geelhoed (Chairman), Sjoerd Eisma, Jan Hommen, Ad der Kinderen, Theo Raaijmakers, Theo Schmit, Frans Vanistendael, Reinout Vriesendorp, Jan de Waard, Arie Westerlaken and Eddy Wymeersch. Enquiries: Enquiries about registration should be made to Debbie van Gils telephone: +31 13 466 2837 fax: +31 13 466 2323 email: D.A.vanGils@uvt.nl website: http://tilburguniversity.nl/ccl Fee: Participation fee is € 175,= (Academic rate: € 100,=) There is a special rate for (PhD) students Prices include conference documentation, lunches and refreshments. Cancellation: If you are unable to attend, you are welcome to transfer registration to a colleague. Please notify the conference organization of this change. Cancellation is possible up to two weeks prior to the conference. Cancellation received after that time will be charged as 50% of the participation fee. Only written cancellations are accepted. Registration Please return this form before 16 March to: Debbie van Gils, Tilburg University, Faculty of Law (Y 424), P.O. Box 90153, 5000 LE Tilburg, The Netherlands. Fax: +31 13 466 2323 Full name (incl. titles) ---------------------------------------------------------------------------Affiliation -----------------------------------------------------------------------------------------Address --------------------------------------------------------------------------------------------Town + postcode ---------------------------------------------------------------------------------Country --------------------------------------------------------------------------------------------Phone --------------------------------------- Fax -------------------------------------------------Email -----------------------------------------------------------------------------------------------wishes to participate in the international conference on “Reflections on the Reform of Corporate Disclosure and Accounting Rules” Credit points: NovA: 4 yes no KNB: 4 yes no