Speaking before the All Party Parliamentary Corporate Governance Group at the
UK's House of Lords earlier this month, European Commissioner for the Internal Market
and Services, Charlie McCreevy discussed various ongoing corporate governance
issues.
Commissioner McCreevy began by announcing that:
"My recent decision not to propose any EU measure on one-share-one-vote
does not mean that I do not believe in one-share-one-vote any more. I continue
to believe it is in the best interest of companies and their investors. However,
I do not believe that EU action would be useful or fruitful."
He explained the reasoning behind this conclusion:
"I opened the debate on one-share-one-vote shortly after I took office.
Over the past few years the pros and cons have been fiercely debated. To inform
the debate, the Commission contracted external consultants to do a study. The
general consensus is that the study was balanced and that it shed some useful
light on the issue. This study was the first systematic enquiry into the presence
of control enhancing mechanisms across EU listed companies. It showed that even
the UK permits some of these control enhancing mechanisms."
"The study concluded that there is no clear economic evidence that control
enhancing mechanisms have a negative effect on companies' performance or their
governance."
McCreevy went on to observe that:
"There is some evidence that market pressure results in a gradual elimination
of certain control enhancing mechanisms. Although a very wide-range of control-enhancing
mechanisms are available in most Member States, their actual use in practice
is more limited."
"The driving force behind such market pressure is institutional investors.
Institutional investors perceive control enhancing mechanisms negatively. However,
what is important above all is an appropriate level of transparency. This is
vital for investors to take reasoned and efficient investment decisions."
He continued:
"We already have at EU level a number of transparency measures which should
help in this area. For example the Directive on Takeover Bids provides a list
of relevant control enhancing mechanisms which have to be disclosed to the market
by listed companies annually. The Transparency Directive improves disclosure
rules on significant direct or indirect voting rights holdings in listed companies."
"The modifications of the Accounting directives in 2006 establish new
rules on related-party transactions. Our new Directive on Shareholders' Rights
will facilitate the exercise of shareholders' voting rights, including those
of minorities and will help investors to push for transparency."
"In consequence, I decided that an added layer of transparency at EU
level was not the way to go. Especially, when in company law more generally
we are trying to cut red-tape."
Commenting on the implementation of certain corporate governance recommendations,
McCreevy revealed that:
"We are also evaluating Member States' application of the 2005 Commission
Recommendations on independent directors and directors' remuneration. I believe
this is another issue you want to discuss with me today and I would be very
interested to hear your views."
"We recently reported on how the two Recommendations are implemented in
the Member States. The good news is that we see a strong tendency towards convergence
in corporate governance standards across the EU. But standards are higher in
certain Member States and the Commission is aware that there is still a lot
of work to be done in a number of others."
He further revealed that:
"In 2008/2009, we will also be working on the evaluation of the Transparency
Directive and we would start to work on the evaluation of the Takeover Bids
Directive, due for 2011."
The Internal Market Commissioner concluded his speech by announcing that:
"Our policy in this area will not change, we will tread very carefully:
we will take action only if it is necessary and in the least interventionist
way, where we can promote positive convergence on corporate governance amongst
Member States."