|
Data: 16/09/2005
Newsletter della Rappresentanza in Italia della Commissione Europea
Dalla Commissione
Speech by Commissioner McCreevy
Convergence on Corporate Governance in the European Union over the Long Term
The Forum for EU-US Legal-Economic Affairs
Hotel Hassler Villa Medici, September 16, 2005
Ladies and Gentlemen,
It is a great pleasure for me to be here to participate in the Mentor Group Forum and to speak before such a distinguished audience. However, I must say the organisers have presented me with a challenge by asking me to speak at this time on a Friday afternoon. I intend to keep my intervention short … although I cannot promise it will be sweet!
Financial scandals in the US and Europe propelled corporate governance to the top of the political agenda. But our work on corporate governance in Europe is not simply a response to financial scandals. Sound corporate governance is a key condition for liquid capital markets to function well. It is an essential component of businesses competitiveness and efficiency.
This is not a lesson that regulators and bureaucrats need to teach company executives. The best captains of industry are already very well aware of it. Successful companies know that good corporate governance builds trust and confidence in corporations and markets. They know that improving transparency and ensuring fairness and accountability of corporations towards shareholders and other stakeholders enhances their value. It may be difficult to say by exactly how much. But there is no doubt that it brings added value.
What the financial scandals have forced us to consider is how best to minimise the risk of corporate malpractice. Realistically speaking, the risks can never be completely eliminated. But strengthening the internal controls of corporations, restoring the credibility of external audit and promoting fair and reliable accounting may help reduce them.
In the EU, we have worked to fine-tune the relevant legal framework with this in mind. The Prospectus Directive harmonises the content of prospectuses in the EU. The Market Abuse Directive sets clear standards for the prompt and fair disclosure of this information. Furthermore, complex shareholding structures and recourse to off balance sheet arrangements should be systematically disclosed. We have proposed specific disclosure requirements with regard to off balance sheet arrangements, covering Special Purpose Vehicles. The same proposal extends the requirement to disclose related party transactions to non listed companies.
We are also improving the framework for statutory audit and internal controls. This new framework covers regulation of the audit profession, rules on independence, rotation, internal controls and audit committees. The provisions on audit committees have been hotly debated. I am convinced that the final compromise is a good one. It establishes the principle that the largest companies in the EU should have an audit committee. This is nothing but common sense. The committee should have at least one independent, financially literate member. In the best of EU traditions, Member States retain some flexibility. But where this is used, companies have to explain any differences in any alternative arrangements they put in place.
In fine-tuning our legislation, we have been very careful to strike the right balance. We need our companies and capital markets to be competitive. We have not copied the US approach to audit and internal control reforms, in particular, section 404 of the Sarbanes-Oxley Act.
The wheels of the EU decision-making process grind slowly. This can sometimes be an advantage: it can give more time for reflection and a more measured approach. Although our approach differs, we have also taken care to put in place structures and mechanisms for dialogue with, for example, our US friends. That dialogue is very much alive and kicking: this Forum is a prime example. I am convinced that these structures, together with a dose of common sense and pragmatism will mean that we can work towards equivalent solutions.
The rationale of our dialogue is a realisation that we have to engage with each other. Why? Because our economies are strongly interdependent. Because, beyond our differences of approach, we share the same basic objective of making our economies stronger. Transatlantic cooperation on corporate governance is not only mutually beneficial. Transatlantic cooperation is an economic, political and regulatory necessity.
To my mind legislating is not a “must” per se. There is no single model of good corporate governance. What constitutes good corporate governance will evolve with the changing circumstances of a company. What appears today as a good rule may be tomorrow’s straitjacket for companies. The Commission has been careful not to cross this line. Business must not be stifled by regulation. If European business is to become more competitive, we in the Commission must not sho
Sito web: http://europa.eu.int/italia
Email: [email protected]
Pagina precedente
|
