EuropeanIssuers has appointed Susannah Haan as its new Secretary General.
Susannah is a lawyer with considerable experience working with listed companies and international investors in the fields of corporate governance and financial regulation.
As Adviser to the UK Financial Reporting Council, Susannah has worked on the Walker Review of the corporate governance of financial institutions, leading on the adoption of a Stewardship Code for institutional shareholders in the UK. Before joining the Financial Reporting Council, Susannah worked at Fidelity International (2006-2009), the Confederation of British Industry (2001-2006) and Clifford Chance (1997-2000). She was admitted as a solicitor in England and Wales in March 1999.
In addition, EuropeanIssuers has reappointed Jacques Schraven as its chairman. Jacques Schraven who has chaired EuropeanIssuers since 2006 is also the former vice chairman of BusinessEurope and currently non-executive director of various companies.
New Developments
The European Commission is preparing two green papers that may substantially affect listed companies and their boards: one on corporate governance in financial institutions based on the UK Walker Review and one on audit.
Corporate Governance
EuropeanIssuers was priviledged to receive an advance presentation from the European Commission on the key issues in the paper on corporate governance in financial institutions at our Legal Committee meeting in April. Although the paper currently focuses on financial institutions, our members are concerned that regulatory creep may lead to proposals encompassing all listed companies. The paper is to be published on 3 June 2010 and covers several areas: board composition and directors’ liability, risk management, shareholders, external auditors, supervisory authorities. Regulatory initiatives on issues such as a limit on the number of directorships any individual may hold, transparency of remuneration, risk statement, etc. may follow.
Remuneration
Additionally the Commission is to issue shortly 2 reports on the application of the Recommendations on Remuneration of Directors of listed companies and financial institutions, which is likely to say that the Recommendations have not been sufficiently acted upon by Member States. This might lead to further regulatory proposals. Certainly a recent draft report in the European Parliament on remuneration calls for “a European initiative (...) on remuneration policy in the financial sector and listed companies”.
Audit
EuropeanIssuers is also preparing a letter in response to the Federation of European Accountants’ (FEE) “Discussion Paper for Auditor’s Role Regarding Providing Assurance on Corporate Governance Statements” on the impact such auditor involvement might have for companies, arguing that the statutory auditor’s check of the corporate governance statements should be limited to what is required in the relevant Directive. The remaining information is subjective and assurance cannot be given by the auditor.
This leads onto another wide debate on the role and governance of auditors, with the proposed publication of a green paper in October. Issues such as concentration in the audit market and its implications for financial stability, the emergence of small and medium sized practitioners, the audit of SMEs; international standards on auditing and reinforcement of the supervision of audit firms at European level are all up for debate.
I would also be interested to hear from other associations working on similar issues as to whether there is scope for us to collaborate more in the future. With a new Commission and Parliament, there is unlikely to be any shortage of work for us all. To be truly effective in representing our members, we will need to work together where possible, so please do not hesitate to contact me with your thoughts.
With best wishes
Susannah Haan
Latest Positions New Face of EuropeanIssuers New Developments Investor Relations EuropeanIssuers' Meetings
Latest Positions
Institutional Investors - Stewardship Code
EuropeanIssuers Comments dated 14 Apr. 2010 on the Consultation on a Stewardship Code for Institutional Investors of Jan. 2010.
EuropeanIssuers welcomes the UK Stewardship Code and states that:
- A EU legal framework for shareholder identification should be put in place to enable issuers to communicate directly with their shareholders
- For institutional investors to be able to comply with the recommendations of the code they need to be practically enabled to vote: the Market Standards on General Meetings should make this possible
- Issuers and investors should discuss and agree possible measures to encourage long-term investment.
http://www.europeanissuers.eu/en/?inc=page&pageid=positions&id=205
topSecurities Law Directive
EuropeanIssuers’ Comments dated 8 April on the Discussion Paper for a future Directive to bring legal certainty for securities holding and dispositions (SLD).
We want the SLD to address shareholder transparency by establishing duties for intermediaries to respond to requests for identification from an issuer and to enable the effective application of the Market Standards for General Meetings. We do not want the Directive to undermine rights in national company law which enable companies to identify their shareholders.
http://www.europeanissuers.eu/en/?inc=page&pageid=positions&id=206
Enlargement of Scope of Shareholding Notifications
EuropeanIssuers’ Comments dated 14 Apr. 2010 on CESR’s Consultation Paper: Proposal to Extend Major Shareholding Notifications to Instruments of Similar Economic Effect to Holding Shares and Entitlements to Acquire Shares of Jan. 2010.
EuropeanIssuers welcomes CESR’s proposal, stressing that:
- Major shareholding notifications should be extended
- Practices such as securities lending and repurchase agreements should fall under the obligation to notify
- Instruments that may be used to acquire voting rights, de facto control over or influence on the exercise of voting rights should be aggregated to shares and entitlements to shares for the calculation of the notification threshold
- The benefits of improved transparency outweigh additional compliance costs.
http://www.europeanissuers.eu/en/?inc=page&pageid=positions&id=207
COM Proposal for a Directive on AIFM
EuropeanIssuers’ Comments dated 14 Apr. 2010 on the European Parliament’s Legal Affairs Committee’s Amendments to the European Commission’s Proposal on Alternative Investment Fund Managers of Apr. 2009.
EuropeanIssuers is asking MEPs to exempt listed holding companies in general from the scope of the future Directive. These holdings own strategic stakes in undertakings with a view to long-term holding. They do not pose a systemic risk per se and are already subject to national and stock exchange regulation ensuring investor protection.
http://www.europeanissuers.eu/en/?inc=page&pageid=positions&id=204
MiFID - Data Consolidation / Consolidated Tape
Response of 19 Mar. 2010 to the European Commission’s Questionnaire: “Discussion points with stakeholders on data consolidation”, dated 28 Jan. 2010.
EuropeanIssuers believes that data consolidation problems in equity markets relate both to pre-trade and post-trade transparency: trade data is divided among multiple venues. Data should be available in a centralised, aggregated way at EU level. We recommend that disclosure of consolidated data be mandated by law. There should be both a Consolidated Quote comprising pre-trade data and a Consolidated Trade Tape recording executed trades.
http://www.europeanissuers.eu/en/?inc=page&pageid=positions&id=203
MiFID – Transparency for Non Equity Markets
Response of 18 Mar. 2010 to the European Commission’s Questionnaire “Points of discussion with stakeholders on transparency for non equity markets”, dated 9 Dec. 2009.
EuropeanIssuers is seeking pre and post-trade full transparency both for derivatives and corporate bond markets.
http://www.europeanissuers.eu/en/?inc=page&pageid=positions&id=202
Investor Relations
General Meetings
EuropeanIssuers is circulating a survey to gather information on how issuers in the EU are communicating information related to the AGM to their shareholders, with the focus on the potential for cost savings. We are particularly interested to know what part of the total costs can be attributed to fees to financial intermediaries, proxy voting service providers or others. We will use this information to identify where the burdens lie within the chain. In this way we will be able to promote issuers’ best interests. We will share the results of this survey with all respondents. Companies interested in responding please send the filled survey to info@europeanissuers.eu. If you have any questions please contact paulo.pinadasilva@europeanissuers.eu.
At our Legal Committee meeting in April Euroshareholders, the organisation for European retail shareholders’ associations, presented to us their new general meetings related project: the Eurovote. This project aims to establish a platform to exercise retail shareholders’ cross-border votes more easily and to bring about greater engagement between cross-border retail shareholders and issuers and is very much in line with the General Meetings Markets Standards which EuropeanIssuers has developed together with other associations during the last years.
A More Efficient Investment Chain?
In previous issues we informed you that a new Task Force has been set up to look at solutions for shareholder identification within Target2Securities (T2S), the project of the Eurosystem for a single platform for securities settlement. EuropeanIssuers has several representatives on the Task Force which is currently analysing 4 proposed technical solutions for exchanging cross-border shareholder information. For more information about the Task Force, click here.
EuropeanIssuers' Meetings
On 7 April our Legal Committee (LC) had a meeting in Madrid hosted by Santander on “Cross-border Voting and Shareholder Stewardship” attended by LC members and Spanish companies. This was followed by presentations from external speakers including representatives of the European Commission, Euroshareholders, Association of British Insurers and Broadridge. Our warmest thanks go to the Santander team who brilliantly organised this event.
On 16 April EuropeanIssuers had its Annual General Meeting and Board meeting at the Hilton hotel in Nicosia, Cyprus, kindly hosted by SYDEK, the Cyprus Association of Public Listed Companies. Members were then invited to join a luncheon at the hotel sponsored by SYDEK and local banks with officials from the government of the Republic of Cyprus, the Cyprus Stock Exchange, the Cyprus Securities and Exchange Commission, the Cyprus Chamber of Commerce and Industry and other officials representing SYDEK and Public Listed Companies. The day continued with an impressive tour of Nicosia and a lively dinner at a traditional taverna. We thank SYDEK for its generous hospitality.
