Voici le résultat d’une vaste consultation menée par la Commission européenne sur le contenu du livre vert lequel énonce les futures règles de gouvernance des sociétés européennes. Les réactions sont assez mitigées :
According to the Commissioner, two areas in Corporate Governance require progress: (1) the Commission will see how Corporate Governance can help to get a long term approach, (2) at boards’ level, there is a need for effective rules, right diversity, appropriate skills and independence.
Flexibility is required and the comply or explain principle has to be maintained but it is not enough to leave certain issues to this principle such as rules on disclosure, minority shareholders and related party transactions. In addition, it occurs that the respondents to the consultation:
– Are divided as to the need of further regulation on the EU level,
– Are against one size fits all approach
– Favour a principle based and flexible approach
– Call for EU measures in some specific fields (disclosure of remuneration, identification of shareholders)
Regarding boards, there is a consensus to call for more diversity, more time commitment, board evaluation, board’s approval of risk strategy and profile, disclosure of remuneration.
But the views are divided regarding prohibition of cumulated mandates, limiting number of mandates, binding quotas, mandatory external evaluation.
Regarding the comply or explain principle, respondents agreed that the quality of explanations given by companies should be improved but the respondents are divided on whether monitoring bodies should check the informative quality. Some respondents refer to the Swedish model where the alternative solution adopted has to be described. The Commission in its different speech refers to this model twice.