P6_TA(2006)0436

Implementing measures (level 2) of the Prospectus Directive

European Parliament resolution on the accounting standards used by third country issuers and their equivalence to IFRS as mentioned in the draft implementing measures of the Prospectus Directive and the Transparency Directive (draft Commission regulation amending Regulation (EC) No 809/2004 as regards the accounting standards in accordance with which historical information contained in prospectuses is drawn up, and draft Commission decision on the use by third country issuers of securities of information prepared under internationally accepted accounting standards)

The European Parliament,

- having regard to Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading [1], in particular Article 7(1) thereof,

- having regard to Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market [2], in particular Article 23(4) thereof,

- having regard to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards [3],

- having regard to the draft Commission regulation amending Regulation (EC) No 809/2004 as regards the accounting standards in accordance with which historical information contained in prospectuses is drawn up,

- having regard to the draft Commission decision on the use by third country issuers of securities of information prepared under internationally accepted accounting standards,

- having regard to Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission, [4] as amended by Council Decision 2006/512/EC of 17 July 2006 [5],

- having regard to the statement made to Parliament by Commission President Romano Prodi on 5 February 2002,

- having regard to its resolution of 5 February 2002 on the implementation of financial services legislation [6] in the context of the Lamfalussy report,

- having regard to the proposed modifications to the draft Commission regulation amending Regulation (EC) No 809/2004 and the draft implementing decision on the use by third country issuers of securities of information prepared under internationally accepted accounting standards, adopted by the Committee on Economic and Monetary Affairs on 4 October 2006,

- having regard to the Commission's answer to those proposed modifications, forwarded to Parliament by letter of 18 October 2006, addressed to the rapporteurs and the chairwoman of the Committee on Economic and Monetary Affairs,

- having regard to the Ecofin conclusions of 5 May 2006 stressing the importance of supervision, coordination and convergence within the EU,

- having regard to Rules 81 and 103(2) of its Rules of Procedure,

1. Asks the Commission to take the utmost account of the limits of the powers conferred on it by Directive 2003/71/EC and Directive 2004/109/EC in accordance with the applicable provisions of the Treaty, in order to ensure legal certainty for financial market actors;

2. Points out that the draft implementing measures constitute a workable solution for achieving the objectives of improved operating conditions for investment firms and other trading venues as well as of efficient, transparent and secure financial markets in the European Union;

3. Stresses that the work undertaken by Parliament since the publication of the implementing measures has been stimulated by the need to respect those legislative provisions aimed at achieving a balanced outcome between competition and transparency for financial markets, stakeholders (shareholders, issuers and users), regulatory authorities and democratically elected representatives;

4. Welcomes the willingness the Commission has demonstrated in working with Parliament towards achieving the best possible outcome for all concerned parties; recalls the need to involve and inform Parliament from the earliest stages of the preparatory work on all level 2 measures;

5. Notes that the procedure regarding the completion of implementing measures of Directive 2003/71/EC and Directive 2004/109/EC is virtually unprecedented in the way EU legislation is usually developed; points therefore to the need to achieve a mutually satisfactory outcome for all institutions concerned for the sake of developing the inter-institutional relationship in a positive direction;

6. Asks the Commission to extend its mandate of 25 June 2004 to the Committee of European Securities Regulators (CESR), to enable it to promote harmonised treatment of third countries by the competent national authorities and provide technical advice on the assessment of equivalence of third-country national standards, other than the Generally Accepted Accounting Principles (GAAPs) of the US, Japan and Canada, to International Financial Reporting Standards (IFRS) in so far as the third countries in question are granted the possibility not to restate the financial statements from 1 January 2007 until 1 January 2009;

7. Points out that the period from 1 January 2007 to 1 January 2009 should be used by the Commission to progress or enter into negotiations for the purpose of achieving a convergence between IFRS and third-country GAAPs; calls on the Commission to present a work programme outlining the negotiations with third countries as regards the convergence between IFRS and third-country GAAPs to the European Securities Committee (ESC) and to Parliament;

8. Stresses that the evaluation of third-country GAAPs should not only be of a technical nature but that the economic and regulatory context should also be considered;

9. Asks the Commission to establish a definition of equivalence including a consistent application of reconciliation requirements applied in the third countries with regard to European issuers under IFRS, and the requirements considered necessary by a detailed and objective analysis of the differences between third countries' accounting standards and the IFRS, so as to safeguard the protection of investors.

10. Considers that, in the absence of agreement on equivalence between the IFRS and the United States GAAPs on 1 January 2009, this equivalence being defined as stated in paragraph 9, American businesses established in Europe should use the IFRS standards in full; calls on the Union's other competent authorities to state their position along these lines;

11. Expresses dissatisfaction at the inclusion of new measures to further exempt professional securities for a period of two years at such a late stage in the process and considers it inappropriate;

12. Accepts the implementing measures, provided that the above-mentioned points are taken into account by the Commission;

13. Instructs its President to forward this resolution to the Council, the Commission and the Committee of European Securities Regulators.

[1] OJ L 345, 31.12.2003, p. 64.

[2] OJ L 390, 31.12.2004, p. 38.

[3] OJ L 243, 11.9.2002, p. 1.

[4] OJ L 184, 17.7.1999, p. 23.

[5] OJ L 200, 22.7.2006, p. 11.

[6] OJ C 284 E, 21.11.2002, p. 115.

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