Consultation on the EU corporate governance framework

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1 AMERICAN CHAMBER OF COMMERCE IN ROMANIA Member of the U.S. Chamber of Commerce and of the European Council of the American Chambers of Commerce 11 Ion Campineanu St., Bucharest 1 Tel: , Fax: Consultation on the EU corporate governance framework General questions (1) Should EU corporate governance measures take into account the size of listed companies? How? Should a differentiated and proportionate regime for small and medium-sized listed companies be established? If so, are there any appropriate definitions or thresholds? If so, please suggest ways of adapting them for SMEs where appropriate when answering the questions below. In our view the principles of corporate governance should apply to all listed companies, irrespective of their size. Thus, listed companies should have the same accountancy regime towards the public (which may at any time become their shareholders), irrespective of their size. While it is true that larger companies may be confronted with more issues in the day-to-day business and would need strong supervisory mechanisms to ensure integration and cooperation between various departments and locations, it would be advisable that smaller listed companies generally apply the same rules in order to make sure that there is no misuse of power or overlapping of the respective companies (rather) limited resources. (2) Should any corporate governance measures be taken at EU level for unlisted companies? Should the EU focus on promoting development and application of voluntary codes for non-listed companies? Corporate governance principles should also apply to unlisted companies, either joint-stock or limited liability companies (with more than one shareholder), and this is due to the importance that such unlisted companies may have on the market. Statistics show that SMEs companies represent about 99% of the European companies, employing over 75 million people all over Europe. While some of these SMEs may be listed on various exchanges, most of them are still unlisted companies which become involved in many business relationships. Also, in case of unlisted companies having a dispersed shareholding, with many minority shareholders (either through the effect of public-to-private acquisitions, or following large privatizations, especially in Central and Eastern Europe), it is important to have some guiding rules meant to protect all the shareholders against potential abuses. State owned companies should be required to apply these principles as well. In Central and Eastern Europe especially, there may still be a number of state-owned companies which are largely subsidized and would require better corporate governance rules in order to ensure their efficiency in the long run and thus better public spending and increased revenues. Also there are minority investors in unlisted companies that view such corporate governance principles of utmost importance. Boards of directors (3) Should the EU seek to ensure that the functions and duties of the chairperson of the board of directors and the chief executive officer are clearly divided? Ideally, the functions and duties of the chairperson of the board of directors and those of the chief executive officer should not be held by the same individual, in order to avoid the concentration of powers in the hand of one person and to have less chances of abuse. 1

2 The board of directors responsibility is to supervise the executives decisions and the companies activities. The board of directors is not to get involved in the day-to-day operations of the company and it should provide guidance only in respect to the strategy of the company. Generally, the chairperson of the board of directors should be responsible for coordinating the activities of the company s board of directors and monitoring the company s management while the chief executive officer should oversee the company s day-to-day activities and these attributions should not overlap, in our view. (4) Should recruitment policies be more specific about the profile of directors, including the chairman, to ensure that they have the right skills and that the board is suitably diverse? If so, how could that be best achieved and at what level of governance, i.e. at national, EU or international level? Recruitment, as well as the appointment of the members of the boards should be based on formal, rigorous and transparent procedure and should be tailored to the needs of the company. It would be useful to have certain principles put in place at EU level in order to be applied to each company s management recruitment policies. The implementation of such recruitment policies also by state-owned companies or by companies in which the state appoints board members, should be recommended and closely monitored. (5) Should listed companies be required to disclose whether they have a diversity policy and, if so, describe its objectives and main content and regularly report on progress? Disclosing the diversity policy as well as its objectives and main content for both listed and unlisted companies would increase transparency and accountability and would be beneficial for all stakeholders. (6) Should listed companies be required to ensure a better gender balance on boards? If so, how? Gender balance requirement may not be considered a priority at this moment. (7) Do you believe there should be a measure at EU level limiting the number of mandates a non-executive director may hold? If so, how should it be formulated? The Romanian company law already provides rules regarding the cumulative mandates. In case of joint-stock companies, the number of mandates is limited to five; this limitation is not applicable, however, to a director which is also a shareholder holding at least a quarter of the shares of the company (or is a director of such holding company). From a practical perspective and given the time needed for meetings and preparation of such meetings, sitting on the board of more than 5 companies would affect the proper fulfillment of attributions, in our view. When adopting measures regarding the limitation of the number of mandates of directors, it would be advisable to consider particular cases which would require distinct treatment, such as: affiliations to a group of companies, concentration executive and non-executive attributions, the fact that the respective director is also a shareholder. (8) Should listed companies be encouraged to conduct an external evaluation regularly (e.g. every three years)? If so, how could this be done? Listed and unlisted companies as well should be encouraged to conduct such an evaluation. As with any other team work, an assessment by a third party would be helpful in correcting any mistakes and shortcomings. We consider that an external evaluation would be beneficial for good corporate governance, thus bringing an objective perspective to the annual evaluation concluded by the internal boards of the company. It would be advisable to provide that the evaluation be performed by an audit or a business consulting/ strategy entity and that the regularity of the external valuation be average (e.g. every three to five years). A rotation of such external valuator and a limitation of number of evaluations made by the same company in a row would be recommendable. Also, provisions regarding the possibility of conducting an evaluation, upon the demand of the shareholders, holding a certain percentage of the shares, could be implemented, the exact percentage depending on the specific conditions existing in each country. 2

3 Account should be taken to the fact that such external valuations of the company s most specific management composition and strategies pose certain challenges, such as proper procedures for the safeguarding of confidentiality and avoidance of conflicts of interests (especially in case of consulting companies acting as proxy advisors for competing companies). (9) Should disclosure of remuneration policy, the annual remuneration report (a report on how the remuneration policy was implemented in the past year) and individual remuneration of executive and nonexecutive directors be mandatory? Yes, the remuneration policy especially of the board members is very important for fulfilling the company s long-term objective and thus, it should be disclosed to the shareholders and approved by such shareholders. Also, public disclosure of this policy may be recommended. (10) Should it be mandatory to put the remuneration policy and the remuneration report to a vote by shareholders? Yes, shareholders should approve the remuneration policy and some member states (e.g. Romania) have already imposed such a rule. (11) Do you agree that the board should approve and take responsibility for the company s risk appetite and report it meaningfully to shareholders? Should these disclosure arrangements also include relevant key societal risks? Yes, defining the risk appetite is very much a task for the board, for executives, as well as for top management. The board should take into account the expectations of shareholders, regulators and other stakeholders and their risk appetite. The board s composition should reflect the importance of such task (it is highly recommendable to include members who are familiar with risk management and with concepts such as the risk appetite). The board should approve the risk management policy but generally the responsibility should be divided between the board and the executives, since the executives are in charge with the day-to-day operations. Once the organization s overall risk appetite has been clearly defined, the board should communicate it broadly to the shareholders and throughout the organization to ensure that all actions of the company are in line with the risk appetite. (12) Do you agree that the board should ensure that the company s risk management arrangements are effective and commensurate with the company s risk profile? Yes, clear ownership of the risk management arrangements primarily by the board members may be considered to be the most important factor in successful risk management. Creating a risk and control culture starts also with executive management establishing the right tone at the top. This needs to be reinforced with appropriate codes of conduct, training and consistent internal communications. Establishing a logical and coordinated process for addressing risk management is equally important. Successful risk management is not an add-on to the organization but must be embedded in its operations. This starts with a clear understanding of an organization s strategy, the business drivers and key initiatives that make up the strategy and the strategic, operational, financial and compliance risks that could prevent the company from successfully executing on the strategy. The risks incurred by the company s activity should be disclosed in the periodic reports submitted by the board to the shareholders. Shareholders (13) Please point to any existing EU legal rules which, in your view, may contribute to inappropriate shorttermism among investors and suggest how these rules could be changed to prevent such behaviour. As per article 7(2),(3) of Directive 2007/36/EC of the European Parliament and of the Council on the exercise of certain rights of shareholders in listed companies, Member States shall provide that the rights of a shareholder to participate in a general meeting and to vote in respect of his shares shall be determined with respect to the shares held by that shareholder on a specified date prior to the general meeting (the record date). [ ] The record date shall not lie more than 30 days before the date of the general meeting to which it applies. [ ] Each Member State shall ensure that at least eight days elapse between the latest permissible date for the convocation of the general meeting and the record date. 3

4 The time limits for determining the record date mentioned above should be increased for the purpose of permitting the participation to the companies decisions making process also to shareholders holding the shares in such companies for a longer period. (14) Are there measures to be taken, and if so, which ones, as regards the incentive structures for and performance evaluation of asset managers managing long-term institutional investors portfolios? Principles regarding incentives and performance evaluation of asset managers managing long-term institutional investors portfolios could be adopted as recommendations, in our view, providing specific evaluation criteria and remuneration methods targeting long- term performance. Remunerations of asset managers could be linked (also in duration) to long-term strategies of funds they measure. Bonuses/performance fees shall be given in shares of the funds they manage and should vest over 3-5 years, depending on each fund strategy. (15) Should EU law promote more effective monitoring of asset managers by institutional investors with regard to strategies, costs, trading and the extent to which asset managers engage with the investee companies? If so, how? Institutional investors should have easy and expeditious access to information on certain aspect of the asset managers activity. According to the existing regulations, NAV is disclosed daily or monthly. Asset managers should also be encouraged to actively monitor their portfolio companies and take actions in case of any wrongdoings in such companies. (16) Should EU rules require a certain independence of the asset managers governing body, for example from its parent company, or are other (legislative) measures needed to enhance disclosure and management of conflicts of interest? Independence and prompt reporting of conflicts of interest would most definitely enhance the disclosure process and avoid or better manage conflicts of interest. (17) What would be the best way for the EU to facilitate shareholder cooperation? Shareholder cooperation should be encouraged. Shareholders should have the possibility to know and communicate with each other (e.g. in forum discussions on the companies websites). (18) Should EU law require proxy advisors to be more transparent, e.g. about their analytical methods, conflicts of interest and their policy for managing them and/or whether they apply a code of conduct? If so, how can this best be achieved? Yes, proxy advisors should make public any relationship they have with an investee company, in our view. They should also publish yearly reports on the methodology applied and the reasoning behind it. Also, proxy advisors may be required to provide a statement of independence that clearly states that the advisors do not have any vested interests in the company. (19) Do you believe that other (legislative) measures are necessary, e.g. restrictions on the ability of proxy advisors to provide consulting services to investee companies? The principles of transparency, avoidance of conflicts of interest and disclosure of any involvement in the investee companies should be clearly reflected in the legislation. Also, certain good practice rules and obligations in relation to the activities carried out by the proxy advisors may be enacted, such may refer to assessment of the firm-specific characteristics and/or characteristics of the national legislation regarding the investee companies and the method applied with regard to the preparation of the advice. 4

5 (20) Do you see a need for a technical and/or legal European mechanism to help issuers identify their shareholders in order to facilitate dialogue on corporate governance issues? If so, do you believe this would also benefit cooperation between investors? Please provide details (e.g. objective(s) pursued, preferred instrument, frequency, level of detail and cost allocation). Romania has implemented a mechanism for identifying shareholders (the Central Depository). However, the perfection/introducing of such technical and/or legal European mechanism would be useful in order to, among other, increase shareholders involvement in the relevant corporate governance matters. The relevant identification mechanism should facilitate the expeditious obtaining of updated and detailed information from the specialized institution(s) holding the shareholders records. For example, one of the measures which could be implemented in Romania might be the following: the Central Depository/ other competent entities holding the shareholder s records to issue to the investee companies on a regular basis records providing certain identification details of the shareholders and, based on such information, the investee company to communicate the relevant corporate governance issues to the shareholders (e.g. via , internet). This scenario could be followed as well in case of private companies holding a specific number of shareholders, in which case the Trade Registry / other competent entities holding the shareholder s records, would send to the investee company the shareholders details. (21) Do you think that minority shareholders need additional rights to represent their interests effectively in companies with controlling or dominant shareholders? Under Romanian law the minority shareholders have various rights aimed to protect their interests in the companies in which they invest. With regard to the measure of allowing the minority shareholders to appoint certain board members to represent their interests, this measure might be advisable in certain cases where, for example, such minority shareholders hold a certain percentage of the company s total voting rights. Also, it would be advisable that minority shareholders have the right to limit the decisions of the majority shareholder when the latter is in conflict of interest. (22) Do you think that minority shareholders need more protection against related party transactions? If so, what measures could be taken? Companies, through their competent bodies, should disclose, in a timely and accurate manner the related-party transactions. The board of the company shall at all times monitor and manage potential conflicts of interest, including misuse of corporate assets and abuse in related party transactions. The annual financial statements should provide adequate disclosure of material related-party transactions. Further, an expert opinion should be mandatory in case of significant transactions; they should also be approved either by independent members of the board or by minority shareholders during GSM (depending on value of such transactions). (23) Are there measures to be taken, and is so, which ones, to promote at EU level employee share ownership? It should be in the interest of each company to promote share ownership among its employees (e.g. by paying bonuses in shares with a vesting period). Share ownership may be encouraged by providing certain benefits for the companies which introduce share ownership schemes. Monitoring and implementation of Corporate Governance Codes (24) Do you agree that companies departing from the recommendations of corporate governance codes should be required to provide detailed explanations for such departures and describe the alternative solutions adopted? Companies should issue corporate governance compliance statements, in our view. The departures from the corporate governance rules and the solutions adopted instead should be clearly explained in such statements and made public. It may be useful to include such aspects in the annual reports. Moreover, the request of providing a separate answer for each of the principles and for each of the recommendations contained by the applicable corporate governance code would ensure the fact that no important information is overlooked. 5

6 (25) Do you agree that monitoring bodies should be authorised to check the informative quality of the explanations in the corporate governance statements and require companies to complete the explanations where necessary? If yes, what exactly should be their role? Yes, in principle, monitoring bodies should have clear and efficient attributions in monitoring the corporate governance compliance statements. However, when structuring such, it should be considered that there may be a fine line between putting in place adequate supervisory bodies and encumbering the company with more levels of corporate authorizations, which may be burdensome and render it less attractive for business partners. In the first place, existing mechanisms should be enhanced and independent directors should evaluate the company s reporting policies. As regards listed companies, the stock exchanges and the relevant securities regulator should closely review the corporate governance statements of the companies and publish the derogations from corporate governance principles/ rules. 6

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