EU developments and influences in corporate governance
EU developments and influences in corporate governance

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • EU developments and influences in corporate governance
  • The 2003 EU corporate governance action plan
  • Updating the 2003 Action Plan
  • Revised Shareholder Rights Directive and other reforms: 2014 package
  • Identification of shareholders (Article 3a)
  • Transmission of information (Article 3b)
  • Facilitation of the exercise of shareholder rights (Article 3c)
  • Engagement policy (Article 3g)
  • Investment strategies (Article 3h)
  • Disclosure by asset managers (Article 3i)
  • more

The 2003 EU corporate governance action plan

In 2003 the European Commission (Commission) initiated a formal action plan aimed at enhancing corporate governance across Europe ('Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward') (COM(2003)284) (2003 Action Plan).

The Plan derived from the findings of the 2002 final report of the High Level Group of Company Law Experts chaired by Jaap Winter (Winter Report) tasked with creating a modern regulatory framework for company law in Europe.

The main objectives of the 2003 Action Plan, as emphasised in its associated press release, were:

  1. to strengthen shareholders' rights and protection for employees, creditors and the other parties with which companies deal, while adapting company law and corporate governance rules appropriately for different categories of company

  2. to foster the efficiency and competitiveness of business, with special attention to some specific cross-border issues

The 2003 Action Plan led directly to Directive 2006/46/EC which amended earlier European accounting legislation so as to require a corporate governance statement in a listed company’s annual report.

Chapter 7 of the Disclosure Guidance & Transparency Rules (DTRs) provides that an issuer may elect that, instead of including its corporate governance statement in its directors' report, the information required by DTR 7.2.1 R to DTR 7.2.7 R may be set out in a separate report