Stockholm, 27 May 2013
Dr. Paulina Dejmek Hack

Corporate governance frameworks do not always function effectively
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Possible areas for action:
• Oversight on executive remuneration
• Oversight on related party transactions
• Insufficient information on corporate governance
• Difficulties in Shareholder cooperation
• Lack of Transparency of proxy advisors
• Long-term shareholder engagement
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A careful but comprehensive rethink of the past, feedback from stakeholders, consultation and studies
Consultation on the future of EU company law
• Green Paper on corporate governance in financial institutions
+ responses
• CRD III
2012
Late
2012/
Early
2013
2011
2010
Corporate
Governance
Action Plan
2003
1999
Financial
Services
Action Plan
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2005/06
Consultation on future priorities
• Green Paper on EU corporate governance + responses
• Report of the reflection group on the future of
EU company law
• Proposal CRD IV –
Corporate Governance
• Action Plan: EU company law and corporate governance
• Adoption CRD IV
• Public online consultation
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Main Actions:
Enhancing transparency
Engaging shareholders
Supporting companies` growth and competitiveness
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• Disclosure of diversity policy and non financial risks
• Improving corporate governance reporting
(comply or explain)
• Shareholder identification
• Transparency of voting policies
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Main Actions:
Enhancing transparency
Engaging shareholders
Supporting companies` growth and competitiveness
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• Improved oversight of remuneration policy (“say on pay”)
• Improved oversight of related party transactions
• Regulating proxy advisors
• Clarification of the concept of „acting in concert “
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Main Actions:
Enhancing transparency
Engaging shareholders
Supporting companies` growth and competitiveness
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Improving the framework for cross border operations
• Transfer of seat
• Improving the mechanism for cross-border mergers
• Enabling cross-border divisions
• Smart legal forms for European
SMEs
• Awareness of SE and SCE
EU company law codification
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Principles guiding any EU action in this field:
No re-inventing of the wheel, use existing best practices where possible
• - One size does not fit all - we respect that companies and countries are different
- Diversity is an asset - important to respect Member
States’ different legal traditions
- Important not to overburden companies, proportionality, flexibility
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