European Parliament resolution on recent developments and prospects in relation to company law (2006/2051(INI))
Date: 2006-07-04
Institutions: European Parliament
Subjects: company law, competitiveness, corporate governance, simplification of legislation, small and medium-sized enterprises

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34. Notes that in highly integrated financial markets, a crisis spilling over national jurisdictions cannot be
tackled individually by national authorities; in this respect, considers that the current networks of national
supervisors, the supervisory arrangements, and the non-legally binding memoranda of understanding may
not be sufficient to face a major crisis caused by a failure of markets or important cross-border financial
groups; considers that cooperation and mutual trust between supervisory authorities in a crisis event is
crucial and urges the Commission and responsible national authorities to develop jointly appropriate propo-
sals for effective crisis management for the further consideration of the Parliament;

35. Considers that the EU's authority in international negotiations, particularly as regards bank supervi-
sion, would be reinforced by the clarification of its internal functioning;

36. Notes that the question of the lender of last resort must be resolved in parallel to any further discus-
sions about EU financial supervision; in this respect, stresses that a clear decision on responsibilities is neces-
sary;

37. Notes that the current supervisory system leads to multiple reporting requirements for banks and that,
therefore, an important task for all supervisory institutions is to converge the standards;

38.
Believes that it is high time that the EU institutions, and particularly the Parliament, opened a debate
on the structure of supervision of EU financial markets; for this reason, calls for the setting up, by the end
of 2006, of a committee of ‘wise persons’ to study — and report back six months after the establishment of
the committee — the implications of the consolidation of markets and financial institutions, prudential
supervision, financial stability, and crisis management;
in this regard, asks the committee to propose
concrete ideas regarding the simplification of multiple reporting requirements and the improvement of the
current structures, and, ultimately, to reflect on the needs and structures of European financial supervisors;

39.

Instructs its President to forward this resolution to the Council and the Commission.

*

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P6_TA(2006)0295

Recent developments in and prospects for company law

European Parliament resolution on recent developments and prospects in relation to company law
(2006/2051(INI))

The European Parliament,

— having regard to the Communication from the Commission to the Council and the European Parliament
of 21 May 2003, entitled ‘Modernising Company Law and Enhancing Corporate Governance in the
European Union — A Plan to Move Forward’ (COM(2003)0284),

— having regard to the Commission's Communication to the spring European Council: Working together

for growth and jobs — A new start for the Lisbon Strategy (COM(2005)0024),

— having regard to the Communication from the Commission to the Council and the European Parliament
the Community Lisbon programme’

for Growth and Employment:

entitled ‘Common Actions
(COM(2005)0330),

— having regard to the Communication from the Commission to the Council and the European Parliament
the Legislator’

legislative proposals pending before

screening of

the

entitled ‘Outcome of
(COM(2005)0462),

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— having regard to the Communication from the Commission to the European Parliament, the Council, the
European Economic and Social Committee and the Committee of Regions entitled ‘Implementing the
the regulatory environment’
Community Lisbon programme: a strategy for
(COM(2005)0535),

the simplification of

— having regard to the Communication from the Commission to the Council, the European Parliament, the
European Economic and Social Committee and the Committee of Regions entitled ‘Implementing the
Community Lisbon programme — Modern SME policy for growth and employment’ (COM(2005)0551),

— having regard to its resolution of 21 April 2004 on modernising company law and enhancing corporate

governance (1),

— having regard to Rule 45 of its Rules of Procedure,

— having regard to the report of the Committee on Legal Affairs and the opinion of the Committee on

Economic and Monetary Affairs (A6-0229/2006),

A. whereas the Action Plan proposed in the abovementioned Commission communication of 21 May 2003
(‘the 2003 Action Plan’) defines important objectives for the modernisation of company law and corpo-
rate governance,

B. whereas important progress has already been made in the achievement of those objectives,

C. whereas, since the 2003 Action Plan has to be seen in the light of the renewed Lisbon Strategy, measures
need to be taken in order to provide for company law mechanisms that enhance the efficiency and
competitiveness of business across Europe,

D. whereas improving the competitiveness of European business requires an integrated approach at EU

level,

E. whereas it is essential to improve the regulatory environment for companies in order to achieve the

Lisbon Agenda objectives,

F. whereas a statutorily regulated system of employee participation at the level of undertakings, as found in
a large number of Member States, should be seen as forming an integral part of European corporate
governance which makes a contribution to achieving the objectives of the Lisbon Strategy,

G. whereas better regulation is of particular importance for small and medium-sized enterprises (‘SMEs’),

H. whereas simplification of the company law acquis can be an efficient tool to improve the effectiveness of

the legislative framework; whereas, however, simplification does not mean deregulation,

General aspects

1. Calls on the Commission to ensure that the measures aimed at modernisation in the field of company
law and corporate governance are consistent with measures in related sectors, such as financial services,
industrial policy, social policy and corporate social responsibility;

Stresses the importance of taking into account the case-law of the Court of Justice of the European

2.
Communities on the principle of freedom of establishment;

3. Calls on the Commission to take the European social model
further measures for the development of company law; this also involves the participation of employees;

into consideration when deciding on

Better regulation and simplification

4. Highlights the importance of better regulation in order to provide a more effective legislative frame-
work; emphasises that it is important to improve the quality of legislation through systematic consultations
with stakeholders on all future initiatives, strict compliance with the principle of subsidiarity, choosing
instruments that place less of a burden on companies and leave them as much flexibility as possible, and
comprehensive impact assessment in respect of any new legislative initiative;

(1) OJ C 104 E, 30.4.2004, p. 714.

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5.
Stresses that EC company law directives in force should not be discussed: they should be simplified
only in exceptional and duly justified cases, when they are not dealing with very sensitive matters or are not
the result of difficult compromises, in order not to have an adverse effect on the companies concerned;

6. Calls on the Commission to explain in detail the plans to present a complete consolidation of the
company law directives in one single act; stresses in this context that priority should be given to the objec-
tive of achieving clarity and consistency of the company law acquis within the different areas of company
law; calls on the Commission to specify, in particular, which directives would be recast, which repealed,
which codified and which modified;

Small and medium-sized enterprises

7. Welcomes the Commission's initiative to create a better regulatory environment for SMEs;

8. Calls on the Commission to examine the SME dimension when assessing the impact of legislative
proposals in the field of company law and to ensure that the needs of SMEs are properly and systematically
taken into account;

Stresses that, in particular, the barriers faced by SMEs in terms of the administrative burden must be

9.
removed;

10. Asks the Commission to have more regard to the needs of SMEs in future legislative proposals or
future revisions of existing legislation; recalls that SMEs are creators of jobs and a motor of economic
growth;

Corporate governance

Stresses the importance of developing best practices which respect the different traditions and systems

11.
in the Member States;

12. Notes that the European Corporate Governance Forum and Corporate Governance Advisory Group
have been established, and calls on the Commission to keep Parliament regularly informed about the results
of the work of those bodies and the decisions taken on the basis of those results;

13. Regrets that the Commission has not developed a clear vision of the governance of European busi-
nesses but seems to be taking measures on disparate aspects on an ad hoc basis; reiterates the conclusions
of its abovementioned resolution of 21 April 2004 and calls on the Commission to act on them;

Stresses that corporate governance is not only about the relationship between shareholders and
14.
management, but
for a balanced
that other stakeholders within the company are also important
decision-making process and should be able to contribute to decisions on the strategy of companies; points
out,
in particular, that there should be room for the provision of information to, and consultation of,
employees;

15.
Expresses doubts about the need for a European initiative in the field of the special investigation right
of shareholders, since this directly affects the separation of competences between directors, who manage the
company, and shareholders, which is a topic typically addressed by national corporate laws; considers, in
addition, that any further initiative should be evaluated in the light of the on-going legislative process;
points out that the recent proposal for a directive on shareholders' rights already provides for the right to
add items to the agenda of the general meeting and to table resolutions;

16.
Stresses the need for involvement of the financial market regulators and supervisors in the develop-
ment of clear corporate governance rules and recommendations, and for a close coordination of the policies
in the field of financial market regulation on the one hand and company law on the other;

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Company law

17. Welcomes the abovementioned proposal of the Commission for a directive of the European Parlia-
ment and of the Council on the exercise of voting rights by shareholders of companies having their regis-
tered office in a Member State and whose shares are admitted to trading on a regulated market and
amending Directive 2004/109/EC (2005/0265(COD));

18. Welcomes the agreements reached on the following proposals:

a) proposal for a directive of the European Parliament and of the Council amending Council Directive
77/91/EEC as regards the formation of public limited companies and the maintenance and alteration of
their capital (2004/0256(COD));

b) proposal for a directive of the European Parliament and of the Council amending Council Directives
78/660/EEC and 83/349/EEC concerning the annual accounts of certain types of companies and consoli-
dated accounts (2004/0250(COD));

19. Calls on the Commission to propose measures to enhance the cross-border availability of information
regarding the disqualification of directors;

20.
States that there is no need for a European initiative in the field of wrongful trading since there are
already relevant regulations in the Member States; although those regulations in the Members States may
vary, the national differences constitute no obstacle to the internal market;

21. Calls on the Commission to submit a proposal for the differentiation of obligations to disclose share-
holding levels; would welcome a differentiation which provided for the following percentage steps: 3 %, 5 %,
10 %, 15 % and 20 %, plus a notification obligation for every percentage point above 20 %; notes that the
differentiation of disclosure obligations would necessarily improve transparency concerning shareholding;

22. Calls on the Commission to lay down clear rules governing transitional periods,
i.e. the ‘decent
interval’ after which active members of the management board who wish, on leaving the board, to transfer
to the supervisory board (in the dualistic system) or the non-executive board (in the monistic system), may
do so; notes that these transitional periods must be at least two years; stresses the importance of such transi-
tional periods in preserving the independence of supervisory boards;

23. Calls on the Commission to resolve legislative issues, such as the independence of directors, by legisla-
tive means (directives) rather than by recommendations, so that the public and the legislature are involved
and the resulting rules reflect actual practice;

24. Urges the Commission to be alert to conflicts of interests and the disproportional accumulation of
information and influence by some large players in the chain of intermediaries and advisors involved in the
exercise of shareholders' voting rights in companies, and stresses the need for transparency and fair opportu-
nities for issuers to defend themselves against the undue concentration and coordinated action of share-
holder parties;

25. Asks for a clear regulatory regime for the disclosure and comparability of information on the indivi-
dual remuneration of, and remuneration policy for, directors, including elements such as pension schemes
and stock-option plans;

26. Calls on the Commission to ensure that companies are given the choice between different governance
systems, including the one-tier and two-tier systems, without there being any need to adopt provisions
defining the powers and obligations of a company's governing bodies;

27. Calls on the Commission to examine the possibilities for revision of the rules in the Statute for a Euro-
pean company on the formation of such companies, with a view to simplifying those rules and adjusting
them in line with market requirements;

28. Calls on the Commission to present a proposal on the European private company in order to meet
the needs of SMEs;

Strongly deplores the fact that the Commission has already decided to withdraw the two proposals for
29.
a regulation on a Statute for a European association (1991/0386(COD)) and for a regulation on a Statute for
a European mutual society (1991/0390(COD)) and the two proposals for directives supplementing those
Statutes with regard to the involvement of employees (1991/0387(COD) and 1991/0391(COD));

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30. Notes, however, that, in its 2003 Action Plan, the Commission announced its intention actively to
support the legislative process undertaken in relation to those statutes, in response to the desire expressed
by Parliament for significant attention to be given to the development of new legal forms of enterprises;
regards those proposals as useful instruments for the development of economic activity throughout Europe
by associations and mutual societies;

31. Calls on the Commission to submit new proposals for statutes for European mutual societies and
European associations;

Stresses that the transfer of a registered office is today either impossible or hindered by the require-
32.
ments imposed at national level, that a directive in this area is crucial for freedom of establishment, and that
the long-awaited Fourteenth Company Law Directive would fill a lacuna in the system of the internal market
for companies;

33.
Therefore calls on the Commission to present in the near future a proposal concerning the Fourteenth
Company Law Directive on the cross-border transfer of the registered office of limited companies; stresses
that the transfer of registered offices must not be wrongly used, for example to restrict workers' rights, in
particular as regards employee participation in company decisions, or to reduce the protection of creditors;
considers, in particular, that safeguarding employees' acquired rights as regards participation in company
decisions must be a declared aim of the directive;

34. Calls on the Commission to continue its preparation of Community legislation providing for other
legal forms of entrepreneurial organisation, such as the European foundation;

35. Recommends that the Commission should further examine whether there is a need to address the
problems concerning groups and pyramids, especially with regard to the framework for the transparency of
group structures and the special problems relating to pyramid structures;

36. Calls on the Commission to pay greater attention to the issue of delisting and to submit a legislative
proposal for future harmonisation at EU level; notes that, while delisting is possible in the Member States, it
involves enormous bureaucratic and legal cost for the businesses concerned; calls, therefore, for ‘going
private’ to be made possible in future with the minimum of bureaucratic effort, with particular consideration
being given to safeguarding the financial interests of the shareholders;

37. Calls on the Commission to involve Parliament more effectively in discussions concerning interna-
tional and European accounting standards and to reinforce the definition of a European approach based on
the best practices and traditions in the Member States, instead of blindly following the traditions of US
auditing; stresses again the need for more representatives with a European background in the international
standard-setting bodies, in order to legitimate a true international approach; emphasises that regulations on
accounting standards have an impact on tax law and business structures;

38. Deplores the fact that the International Accounting Standards Board (IASB) lacks democratic control
and thus comes to decisions that do not adequately reflect the reality of European companies and fail, for
example, to respond to the needs of SMEs; cites by way of example the requirement, laid down in IAS 32, to
distinguish in balance sheets between equity and liability, which, in the case of partnerships, has led to signif-
icant material problems, such as a distorted portrayal of their creditworthiness; calls on the Commission,
therefore, to ensure that greater weight is attached to Parliament's decisions within the IASB;

39. Wishes to make it clear that the Commission has no authority to endorse International Financial
Reporting Standards for SMEs;

40. Calls on the Commission to take further steps to keep the company law acquis constantly under
review;

41. Calls on the Commission to monitor thoroughly the transposition of the company law acquis in the
accession countries during the pre-accession period, and to report on the results of that monitoring;

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42.
Looks forward to the results of the external study commissioned by the Commission on proportion-
ality between ownership and control in EU listed companies, provided that it delivers not only an objective
analysis of the empirical and theoretical evidence regarding the effects of the different ownership models in
the Member States on economic efficiency, owner-control of companies and the possibilities for cross-
border transactions, but also a sound analysis of corporate law as regards the wider economic and legal
context in Member States and different models of corporate governance; stresses that due account should be
taken of the need for transparency in the structure of control rights;

43.
Expects that the Commission will, if appropriate make a legislative proposal concerning the principle
‘one share one vote’ only after the outcome of the revision of Directive 2004/25/EC of the European Parlia-
ment and of the Council of 21 April 2004 on takeover bids (1), as provided for in Article 20 of that direc-
tive, and an evaluation of that directive;

44. Asks the Commission to propose measures for greater transparency regarding institutional investors;
recalls that transparency is needed with regard to investment policy, voting policy and share ownership, and
that such transparency must not be confined to the relationship between funds and single investors; recalls
that there should also be certain disclosure obligations incumbent on institutional investors towards the
companies in which they are engaged, e.g., with regard to their intentions and the proposed duration of
their engagement;

45. Calls on the Commission to inform Parliament about the results of the consultation on the future
priorities for the 2003 Action Plan, launched by the Commission in December 2005, and to explain in
detail the decisions taken by it as a result of the outcome of that consultation;

46. Calls on the Commission to analyse the problems relating to the implementation of the existing legis-
lation in order to take the results of that analysis into consideration when considering new legislative
proposals;

47. Calls on the Committee on Legal Affairs and the Committee on Economic and Monetary Affairs to
follow the work of the Commission;

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48.

Instructs its President to forward this resolution to the Council and the Commission.

(1) OJ L 142, 30.4.2004, p. 12.

P6_TA(2006)0296

Reducing the climate change impact of aviation

European Parliament resolution on reducing the climate change impact of aviation (2005/2249(INI))

The European Parliament,

— having regard to the Communication from the Commission to the Council, the European Parliament, the
European Economic and Social Committee and the Committee of the Regions: Reducing the Climate
Change Impact of Aviation (COM(2005)0459),

— having regard to its resolution of 16 November 2005 on Winning the Battle against Climate Change (1),

(1) Texts Adopted, P6_TA(2005)0433.