The Anton Philips Fund
Center for Company Law
TILBURG UNIVERSITY, THE NETHERLANDS
Wednesday, 6 April 2005
Auditorium, Breitner Tower
Amsterdam
Speakers:
William Bratton is Professor of Law, Georgetown Law School (Washingtom)
Kees Cools is Executive Advisor with the Boston Consulting Group and Professor of
Corporate Finance at the University of Groningen
Gert Hertig is Professor of corporate law at Zürich University
Kilpatrick (OECD)
Jan Hommen is Chief Financial Officer of Royal Philips Electronics
Gerard Kleisterlee is Chief Executive Officer of Royal Philips Electronics
Reinier Kraakman is Professor of Corporate Law at Harvard University; he was
Anton Philips Professor for the acadmic year 2003/2004
Rene Maatman is Chiel Legal Counsel of ABP
Pauline Meurs is Professor at the Erasmus University (Rotterdam); she chaired a committee on governance in the health care sector
Arnold Schilder is Member of the Board of De Nederlandsche Bank and Professor at the University of Amsterdam
Wolfgang Schön is Professor of Corporate and Tax law at Max Planck Institute
München; he is Anton Philips Professor for the current academic year
David Skeel
Eddy Wymeersch is Chairman of the Belgian Banking Committee and Professor of
Corporate Law at the Ghent University
Organizing Committee:
Peter Essers, Professor of Tax Law Tilburg University
Joseph A. McCahery , Professor International Business Law (Tilburg) and
Comparative Governance Governance (University of Amsterdam)
Theo Raaijmakers , Professor of corporate law at Tilburg University
Arie Westerlaken, Chief Legal Officer Royal Philips Electronics

Rolling out Good Governance:
From regulatory action to implementation and enforcement in listed companies, the non profit sector and pension funds
The series of corporate scandals in the US and Europe fuelled a wave of regulatory actions in various forms: strict statutory rules and regulations by the US Senate and the US Securities and Exchange Commission, new listing rules of the stock exchanges in both the US and the European Union, new regulations and directives of the
European Union, such as on Market Abuse, Disclosure and International Financial
Reporting Standards, as well as national ‘codes of best practices’. The US approach differs remarkably from the US that essentially remains market oriented through securities regulation, while the EU seems to combine federalizing securities law with harmonizing state corporate law governance rules. This becomes more apparent in the ongoing process of implementing the many substantive securities and corporate law rules and national enforcement mechanisms that are left to the member states. The EU misses a clear demarcation between federal securities law for its integrated financial markets and ‘national’ corporate law mechanisms, including ‘codes’, to enhance corporate integrity. It may extend regulatory competition from corporate to securities regulation and also induce the choice of firms where to list and/or incorporate their seat, not only within the EU but also across its borders in the global market. It urges to keep focus on regulatory goals and cost effective means to indeed achieve these.
Good governance was always key for the long term success of organizations. This is also true for government, public utilities, health care, non profit organizations as well for pension funds. The governance debate has been extended to these branches, partly but not completely as a consequence of the debate on ‘smaller government’ and privatization. Here there is no financial market, but tax paying citizens, consumers, beneficiaries pose questions on accountability, disclosure, governance structures, board integrity and individual rights. Codes of best practice are emerging, that at least to some extent seem to follow the codes designed for listed companies. Similar questions arise as to self- versus statutory regulation, public oversight, actionable rights for individuals or groups, direct an indirect costs and burdens of compliance, means to prevent box ticking, window dressing, lip service and how to prevent risk aversion.
A cross over analysis will allow a better understanding of commonalities and differences and assist the improvement of guiding principles for regulatory choices that avoid decent entrepreneurship and organizational integrity to be overthrown by formalised decision making processes and cumulated expert opinions.
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From regulatory action to implementation and enforcement in listed companies, the non profit sector and pension funds
Time: April, 6, 2005-02-13
Place: Auditorium Breitner Tower (Royal Philips Electronics)
[adres]
13.00-13.30h: Reception and coffee
13.30-13.35h Welcome by Theo Raaijmakers
13.35-13.45h Introduction by Gerard Kleisterlee, CEO Royal Philips Electronics
Enhancing Good Governance and the role of regulations & public oversight
13.45-14.05h David Skeel: Icarus in the Boardroom
14.05-14.25h Kees Cools: Boardroom practices; recent data
14.25-14.45h Arnold Schilder: the role of public oversight
14.45-15.05h Eddy Wymeersch: enforcement of corporate governance rules
15.05-15.30h Discussion
Comments: Bill Bratton
Chair: Wolfgang Schön
15.30-15.45h Tea/coffee
Good Governance of non profit organizations and pensionfunds
15.45-16.05h Pauline Meurs: governance issues in the health sector
16.05-16.25h Rene Maatman: governance issues of pension funds
16.25-16.45h Reinier Kraakman: organizational governance principles
16.45-17.05h Mister Kilpatrick: governance issues in state owned enterprises
17.05-17.30h Discussion
Comments: Gert Hertig
Chair: Theo Raaijmakers
Closing remarks: Jan Hommen
17.30h Drinks