natgillin/translations-raw huggingface dataset:
Záruka a odpovědnost za sestavování konsolidovaných účetních závěrek a konsolidovaných výročních zpráv
Responsibility and liability for drawing up the consolidated annual accounts and the consolidated annual report
Závazné povinnosti a odpovědnost za sestavování konsolidovaných účetních závěrek a konsolidovaných výročních zpráv
Duty and liability for drawing up the consolidated annual accounts and the consolidated annual report
Článek 36a
Article 36a
Členské státy zajistí, že členové správních, řídících a dozorčích orgánů obchodních společností, které sestavují konsolidované účetní závěrky a konsolidované výroční zprávy, jsou kolektivně zodpovědní vůči své obchodní společnosti za zajištění , že konsolidované účetní závěrky a konsolidované výroční zprávy jsou sestaveny a zveřejněny v souladu s požadavky této směrnice.
Member States shall ensure that the members of the administrative, management and supervisory bodies of the undertaking drawing up the consolidated accounts and the consolidated annual report are collectively responsible towards that undertaking for ensuring that the consolidated annual accounts and the consolidated annual report are drawn up and published in accordance with the requirements of this Directive.
Tyto orgány vykonávají svou činnost v rámci pravomocí, které jim příslušejí podle vnitrostátních právních předpisů.“
Such bodies shall act within the competences assigned to them by national law.”
Článek 36b
Article 36b
Členské státy zajistí, že jejich právní a správní předpisy o odpovědnosti platí pro členy správních, řídících a dozorčích orgánů, uvedených v článku 36a této směrnice.“
Member States shall ensure that their laws, regulations and administrative provisions on liability apply to the members of the administrative, management and supervisory bodies referred to in Article 36a of this Directive.”
Členské státy zajistí, že jejich právní a správní předpisy o odpovědnosti platí pro členy správních, řídících a dozorčích orgánů, uvedených v článku 36a této směrnice, alespoň vůči podniku, který vypracovává konsolidovanou účetní závěrku, kvůli porušení závazných povinností stanovených v článku 36a.“
Member States shall ensure that their laws, regulations and administrative provisions on liability apply to the members of the administrative, management and supervisory bodies referred to in Article 36a of this Directive , at least vis-à-vis the undertaking drawing up the consolidated accounts, for breach of the duty referred to in Article 36a .”
Pro účely této směrnice se použije definice spřízněné strany, jak je stanovena v odstavci 3 mezinárodního účetního standardu 24 o zveřejňování informací o spřízněných stranách, jak je to stanoveno v nařízení Komise (ES) 1725/2003.
The definitions of related party set out in paragraph 3 of the International Accounting Standard 24 on Related Party Disclosures as set out in Commission Regulation (EC) 1725/2003 shall apply for the purposes of this Directive . .
Spřízněná strana má tentýž význam jako v mezinárodních účetních standardech přijatých v souladu s nařízením Evropského parlamentu a Rady (ES) č. 1606/2002.
Related party has the same meaning as in international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council.
The reference to IAS has been altered as it is inappropriate to have reference to a specific element of an individual IAS, not least because the appropriate reference might change.
The reference to IAS has been altered as it is inappropriate to have reference to a specific element of an individual IAS, not least because the appropriate reference might change.
Vkládá se článek 48, který zní:
The following Article 48 is inserted:
„Článek 48
“Article 48
Aniž je dotčen článek 6 směrnice 68/151/EHS a právo členských států uložit trestní sankce , členské státy stanoví pravidla o pokutách platných pro porušování národních ustanovení, která jsou přijata v souladu s touto směrnicí a přijmou všechna nezbytná opatření pro zajištění, že jsou používána.
Without prejudice to Article 6 of Directive 68/151/EEC and to the right of Member States to impose criminal sanctions the Member States shall lay down the rules on penalties applicable to infringements of the national provisions adopted pursuant to this Directive and shall take all measures necessary to ensure that they are implemented.
Stanovené pokuty a opatření musí být efektivní, přiměřené a odrazující.
The penalties provided for must be effective, proportionate and dissuasive.
Stanovené pokuty a opatření musí být efektivní, přiměřené a odrazující.“
The penalties provided for must be effective, proportionate and dissuasive.”
Směrnice 86/635/EHS se mění takto:
Directive 86/635/EEC is amended as follows:
Technical adjustment to Directive 86/635/EEC.
Technical adjustment to Directive 86/635/EEC.
ČLÁNEK 2B (nový)
ARTICLE 2 B (new)
Směrnice 91/674/EHS se mění takto:
Directive 91/674/EEC is amended as follows:
Technical adjustment to Directive 91/674/EEC.
Technical adjustment to Directive 91/674/EEC.
Členské státy uvedou v účinnost právní a správní předpisy nezbytné pro dosažení souladu s touto směrnicí nejpozději do 31. prosince 2006 .
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 31 December 2006 at the latest.
Neprodleně sdělí Komisi znění těchto opatření a srovnávací tabulku mezi ustanoveními této směrnice a přijatými opatřeními.
They shall forthwith communicate to the Commission the text of those provisions and a correlation table between those provisions and this Directive.
Členské státy uvedou v účinnost právní a správní předpisy nezbytné pro dosažení souladu s touto směrnicí nejpozději do 24 měsíců od jejího vstupu v platnost .
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 24 months from its entry into force at the latest.
This proposal for a Commission directive seeks, by amending the accounting directives 77/660/EEC on the annual accounts of certain types of companies (4 th Company Law Directive) and 83/349/EEC on consolidated accounts (7 th Company Law Directive), to further enhance confidence in the financial statements and annual reports published by European companies and ensure that shareholders and other stakeholders obtain reliable, complete and easily accessible information.
This proposal for a Commission directive seeks, by amending the accounting directives 77/660/EEC on the annual accounts of certain types of companies (4 th Company Law Directive) and 83/349/EEC on consolidated accounts (7 th Company Law Directive), to further enhance confidence in the financial statements and annual reports published by European companies and ensure that shareholders and other stakeholders obtain reliable, complete and easily accessible information.
As already announced in its Action Plan on Company Law and Corporate Governance
As already announced in its Action Plan on Company Law and Corporate Governance
of 21 March 2003, the Commission proposes to amend and supplement the accounting directives on the following points:
of 21 March 2003, the Commission proposes to amend and supplement the accounting directives on the following points:
· Enhancing transparency about off-balance arrangements :
· Enhancing transparency about off-balance arrangements :
To ensure that all companies – whether listed on the stock exchange or not – are required to disclose off-balance sheet transactions and their financial impact where these may be crucial to an investor’s assessment of a company’s financial situation, the proposal for a Directive provides that additional specific information on material off-balance sheet arrangements should be disclosed in the notes to the annual and consolidated accounts.
To ensure that all companies – whether listed on the stock exchange or not – are required to disclose off-balance sheet transactions and their financial impact where these may be crucial to an investor’s assessment of a company’s financial situation, the proposal for a Directive provides that additional specific information on material off-balance sheet arrangements should be disclosed in the notes to the annual and consolidated accounts.
Accordingly the Commission proposes to add a new subparagraph to Article 43 (1) of Directive 78/660/EEC and in Article 2 the Commission proposes to add a new subparagraph to Article 34 of Directive83/349/EEC.
Accordingly the Commission proposes to add a new subparagraph to Article 43 (1) of Directive 78/660/EEC and in Article 2 the Commission proposes to add a new subparagraph to Article 34 of Directive83/349/EEC.
· Enhancing transparency about related parties’ transactions:
· Enhancing transparency about related parties’ transactions:
Under the proposal for a directive, in future transactions with related parties are to be disclosed where they are material and are not carried out under normal commercial conditions.
Under the proposal for a directive, in future transactions with related parties are to be disclosed where they are material and are not carried out under normal commercial conditions.
In order to determine who is a related party, the Commission proposes to integrate the definitions set out in IAS 24, as endorsed under the IAS-Regulation
In order to determine who is a related party, the Commission proposes to integrate the definitions set out in IAS 24, as endorsed under the IAS-Regulation
Accordingly, the Commission proposes in Article 1 to add a new subparagraph to Article 43 (1) of Directive 78/660/EEC and in Article 2 to add a new subparagraph to Article 34 of Directive 83/349/EEC.
Accordingly, the Commission proposes in Article 1 to add a new subparagraph to Article 43 (1) of Directive 78/660/EEC and in Article 2 to add a new subparagraph to Article 34 of Directive 83/349/EEC.
In Article 2 the Commission also proposes to add a new paragraph 1a to Article 41 of Directive 83/349/EEC.
In Article 2 the Commission also proposes to add a new paragraph 1a to Article 41 of Directive 83/349/EEC.
· Establishing collective responsibility of board members:
· Establishing collective responsibility of board members:
The Commission proposes that the accounting directives should include supplementary provisions on the collective responsibility of board members towards the company in respect of annual reports and financial statements.
The Commission proposes that the accounting directives should include supplementary provisions on the collective responsibility of board members towards the company in respect of annual reports and financial statements.
Accordingly, the Commission proposes in Article 1 to insert a new section containing Articles 50b and 60a in Directive 78/660/EEC and in Article 2 to insert a new section containing Articles 36(a) in Directive 83/349/EEC and inserting Article 48 under section 6 of Directive 83/349/EEC.
Accordingly, the Commission proposes in Article 1 to insert a new section containing Articles 50b and 60a in Directive 78/660/EEC and in Article 2 to insert a new section containing Articles 36(a) in Directive 83/349/EEC and inserting Article 48 under section 6 of Directive 83/349/EEC.
· Introduction of a corporate governance statement:
· Introduction of a corporate governance statement:
Under the proposal for a directive, the Corporate Governance Statement should become a specific part of the company’s annual report and should also indicate certain information to be given in accordance with the Takeover Bids Directive as well as information about the risk management system, the operation of the shareholder meeting, the shareholders' rights and the operation of the board and its committees.
Under the proposal for a directive, the Corporate Governance Statement should become a specific part of the company’s annual report and should also indicate certain information to be given in accordance with the Takeover Bids Directive as well as information about the risk management system, the operation of the shareholder meeting, the shareholders' rights and the operation of the board and its committees.
Therefore, the Commission proposes to add a new section 9A to Directive 78/660/EEC.
Therefore, the Commission proposes to add a new section 9A to Directive 78/660/EEC.
As for the consolidated annual report it is proposed to add a new subparagraph to Article 36 (2) of Directive 83/349/EEC limiting the information requirements to the applied risk management and internal control systems for drawing up the consolidated accounts and the consolidated annual report.
As for the consolidated annual report it is proposed to add a new subparagraph to Article 36 (2) of Directive 83/349/EEC limiting the information requirements to the applied risk management and internal control systems for drawing up the consolidated accounts and the consolidated annual report.
Rapporteur’s view:
Rapporteur’s view:
Your rapporteur welcomes the Commission’s initiative seeking to raise confidence in the annual reports and financial statements of European firms, and enhance the transparency of transactions, by an amendment of the accounting directives.
Your rapporteur welcomes the Commission’s initiative seeking to raise confidence in the annual reports and financial statements of European firms, and enhance the transparency of transactions, by an amendment of the accounting directives.
Excessive demands regarding disclosure should be avoided: the duty of disclosure should only be extended where this is relevant and necessary.
Excessive demands regarding disclosure should be avoided: the duty of disclosure should only be extended where this is relevant and necessary.
Your rapporteur considers that the inclusion of off-balance sheet transactions in the notes is not necessary, since the rules of IAS 1, Presentation of Financial Statements, already give a sufficient guarantee that information relevant to decision-making is disclosed by the companies.
Your rapporteur considers that the inclusion of off-balance sheet transactions in the notes is not necessary, since the rules of IAS 1, Presentation of Financial Statements, already give a sufficient guarantee that information relevant to decision-making is disclosed by the companies.
The Commission’s proposal to this effect, which amounts to treating listed and unlisted companies in the same way is also, in your rapporteur’s opinion, unnecessary, since unlisted companies by definition do not make any claims on the capital market and there is thus no “public interest” in the inclusion of off-balance sheet transactions in the notes.
The Commission’s proposal to this effect, which amounts to treating listed and unlisted companies in the same way is also, in your rapporteur’s opinion, unnecessary, since unlisted companies by definition do not make any claims on the capital market and there is thus no “public interest” in the inclusion of off-balance sheet transactions in the notes.
The duty of disclosure of transactions with related parties, which the Commission also calls for in its proposal, your rapporteur regards as disproportionate.
The duty of disclosure of transactions with related parties, which the Commission also calls for in its proposal, your rapporteur regards as disproportionate.
It is hard to see how this improves protection for creditors.
It is hard to see how this improves protection for creditors.
Furthermore, IAS 24 already creates further transparency on this point.
Furthermore, IAS 24 already creates further transparency on this point.
Your rapporteur therefore proposes deleting the Commission proposals to this effect.
Your rapporteur therefore proposes deleting the Commission proposals to this effect.
The proposed principle of collective responsibility for the proper drawing up and publication of the annual report and financial statement requires some clarifications.
The proposed principle of collective responsibility for the proper drawing up and publication of the annual report and financial statement requires some clarifications.
Responsibility and liability are separate, the one does not automatically entail the other.
Responsibility and liability are separate, the one does not automatically entail the other.
Responsibility and liability derive solely from national law.
Responsibility and liability derive solely from national law.
The directive does not create any new law on liability.
The directive does not create any new law on liability.
Members of the board are only collectively responsible for the activities of the board to which they belong, and are only liable on the basis of their own responsibility.
Members of the board are only collectively responsible for the activities of the board to which they belong, and are only liable on the basis of their own responsibility.
Collective responsibility exists only within a board and not between boards.
Collective responsibility exists only within a board and not between boards.
On the corporate governance statement, your rapporteur considers that it should not form part of the financial statement, since this would require a management assessment.
On the corporate governance statement, your rapporteur considers that it should not form part of the financial statement, since this would require a management assessment.
Your rapporteur further considers a number of the items of information required in the corporate governance statement to be superfluous and disproportionate, since the benefit of inclusion in the corporate governance statement would be far exceeded by the effort and costs involved.
Your rapporteur further considers a number of the items of information required in the corporate governance statement to be superfluous and disproportionate, since the benefit of inclusion in the corporate governance statement would be far exceeded by the effort and costs involved.
The information required goes far beyond what is necessary and would constitute an additional, unjustifiable burden on the company.
The information required goes far beyond what is necessary and would constitute an additional, unjustifiable burden on the company.
The European legislator should not interfere in the principle of self-administration by the national Code Commissions in order to obtain the advantage of a flexible market reaction.
The European legislator should not interfere in the principle of self-administration by the national Code Commissions in order to obtain the advantage of a flexible market reaction.
The compromise amendments tabled by the rapporteur aimed at an agreement at first reading.
The compromise amendments tabled by the rapporteur aimed at an agreement at first reading.
In particular, there was a new article inserted in Directive 78/660/EC which provides a 20 % increase of the thresholds for small and medium-sized companies.
In particular, there was a new article inserted in Directive 78/660/EC which provides a 20 % increase of the thresholds for small and medium-sized companies.
The report was adopted in committee by unanimity.
The report was adopted in committee by unanimity.
In June 2000 the Commission adopted a Communication entitled "The EU's Financial Reporting Strategy: The way forward", in which it put an emphasis on the comparability, accuracy and transparency of European companies as an essential aspect of the integration of European financial markets and of their international competitiveness.
In June 2000 the Commission adopted a Communication entitled "The EU's Financial Reporting Strategy: The way forward", in which it put an emphasis on the comparability, accuracy and transparency of European companies as an essential aspect of the integration of European financial markets and of their international competitiveness.
These common practices relating to corporate governance, the annual report and the consolidated annual report in particular, are agreed to be crucial for creating a well functioning Single Market for Financial Services and products.
These common practices relating to corporate governance, the annual report and the consolidated annual report in particular, are agreed to be crucial for creating a well functioning Single Market for Financial Services and products.
Similar importance should be given to the market players' trust in reliable and complete information presented in the financial statements and annual reports of the European companies, accompanied by an enhanced corporate transparency for investors.
Similar importance should be given to the market players' trust in reliable and complete information presented in the financial statements and annual reports of the European companies, accompanied by an enhanced corporate transparency for investors.
In line with these objectives the Commission has proposed to modernise the two hitherto Directives on consolidated and annual accounts - the so-called Seventh and Fourth Accounting Directives - providing a harmonised basis for accounting standards.
In line with these objectives the Commission has proposed to modernise the two hitherto Directives on consolidated and annual accounts - the so-called Seventh and Fourth Accounting Directives - providing a harmonised basis for accounting standards.
Accounting and auditing standards decide upon the quality of credit decisions and capital allocation while comprehensive information and transparency contribute to financial stability on a macro level and strengthen market discipline and prudent risk management, being a prerequisite for the financial market effectiveness.
Accounting and auditing standards decide upon the quality of credit decisions and capital allocation while comprehensive information and transparency contribute to financial stability on a macro level and strengthen market discipline and prudent risk management, being a prerequisite for the financial market effectiveness.
Moreover, market participants are convinced, and academics have delivered empirical evidence, that the quality of a company's disclosure contributes highly to the borrowing power of a company and reduces its credit spread.
Moreover, market participants are convinced, and academics have delivered empirical evidence, that the quality of a company's disclosure contributes highly to the borrowing power of a company and reduces its credit spread.
These facts gain importance given the recent various corporate scandals of improper information policy and misconduct of several prominent companies located on both sides of the Atlantic but also the growing tendency of European companies to operate trans-nationally, deepening integration of European capital markets, emergence of new business technologies and finally recent EU enlargement.
These facts gain importance given the recent various corporate scandals of improper information policy and misconduct of several prominent companies located on both sides of the Atlantic but also the growing tendency of European companies to operate trans-nationally, deepening integration of European capital markets, emergence of new business technologies and finally recent EU enlargement.
It is therefore necessary to promote further strengthening of the EU integrated financial market to enhance confidence and reduce uncertainty for financial market participants.
It is therefore necessary to promote further strengthening of the EU integrated financial market to enhance confidence and reduce uncertainty for financial market participants.
A certain level of harmonised accounting and transparency rules within the EU25 seems to be required.
A certain level of harmonised accounting and transparency rules within the EU25 seems to be required.
The proposal of a Directive on annual accounts bolsters two EU strategies:
The proposal of a Directive on annual accounts bolsters two EU strategies: