The Mythical Value of Voice and Stewardship in the EU Directive on Long-term Shareholder Engagement: Rights Do Not an Engaged Shareholder Make

2018 ◽  
Vol 20 ◽  
pp. 88-115 ◽  
Author(s):  
Deirdre AHERN

AbstractThrough the lens of assessing the likely regulatory impact of the 2017 EU Directive on Long-term Shareholder Engagement and its amendments to the 2007 Directive on Shareholder Rights, this article considers the mythical voice and stewardship role attributed by the EU to shareholders as active corporate governance gatekeepers and drivers of its long-term sustainability agenda. It identifies limitations of the Directive itself and practical challenges concerning the provisions on shareholder identification, executive pay, related party transactions, proxy advisors and shareholder engagement policies. It is argued that there is a considerable normative gap between the EU narrative of engagement and the challenge of engaging shareholders away from self-interest and rational apathy to fulfil a stewardship role.

2019 ◽  
Vol 11 (6) ◽  
pp. 1687 ◽  
Author(s):  
Lisa Hansson ◽  
Lena Nerhagen

International organisations, such as the Organization for Economic Co-operation and Development (OECD) and the European Union (EU), are seeking to implement a cohesive Regulatory Impact Assessment (RIA) system in order to achieve better regulation and increased unity and transparency. Central to these evaluations is the use of cost-benefit analysis (CBA) and related tools. A comprehensive analysis of the use of impact assessment in the EU shows that many assessments lack important economic components. This paper draws on an extensive document study of the Swedish policy making process related to the EU Directive 2009/28/EC on the promotion of the use of energy from renewable sources. The aim of the paper is to examine how CBA is presented, negotiated and accounted for by central actors within a policy setting influenced by negotiation and policy coordination. The paper departs from a theoretical perspective on policy coordination and shows how this factor must be considered when explaining the low use of CBA. It concludes that the Swedish policy tradition, wherein the national government relies on consensus-based coordination between agencies, might counteract a more explicit assessment of different policy options. The paper also proposes a model that can be used for further studies on CBA and policy coordination.


Author(s):  
Natalia Kuznetsova ◽  
Oleksii Kot ◽  
Andrii Hryniak ◽  
Mariana Pleniuk

The paper analyses the provisions of the Commercial Code of Ukraine, comparing them with certain provisions of the Civil Code of Ukraine and separate laws and other regulations. Considering the need to align Ukrainian legislation with the legislation of the European Union countries in legislation regarding the establishment and operation of partnerships, corporate governance, protection of shareholders, creditors and other interested parties, regarding the further development of corporate governance policy in accordance with international standards, including the gradual approximation to the rules and recommendations of the European Union in this area, it is concluded that it is advisable to abolish the Commercial Code of Ukraine by adopting the relevant law, which stipulates all necessary measures to ensure proper legal regulation of relations for the period of preparation of the relevant systemic changes to the Civil Code of Ukraine. It is proved that most of the provisions of the Civil Code of Ukraine are reference or blanket, and therefore have minimal regulatory impact and mostly duplicate the provisions enshrined in other regulations. Based on the analysis of the provisions of the Commercial Code of Ukraine, it is concluded that its provisions, given their minimal regulatory impact on business relations and considering the detailed regulation of these relations in the Civil Code of Ukraine, can be repealed without any reservations. In such settings and in order to simplify the legal regulation of business activity, as well as in view of the obligations of our country (in particular, to bring the Ukrainian legislation in conformity with the legislation of the EU countries in legislation regarding the establishment and activity of partnerships, corporate governance, protection of rights of shareholders, creditors, and other stakeholders, regarding further development of corporate governance policy in line with international standards, as well as the progressive approximation to EU rules and recommendations in this area), the expediency of abolishing the Commercial Code of Ukraine is beyond doubt


2012 ◽  
Vol 1 (4) ◽  
pp. 176-188 ◽  
Author(s):  
Catherine Malecki

Research Question/Issue: This paper will examine the role of reputation regarding corporate governance in terms of performance, risk control and the possible role of legislature or behaviors in this field (in particular with regards to the recent Green Paper “Companies in the EU: a management of governance”, COM (2011) 164 final, of the 5th April 2011, of the European Commission). Research Findings/Insights: Image, reputation, positive or negative opinion, notoriety of the companies and their managers are regarded as an element of their performance. It is accepted that public opinion, inherently linked to the reputation risk is an essential element of corporate governance. Regarding the need of a long term matter, particularly after the financial crisis, a short period of time is enough to transform a positive public opinion into a negative one. In addition, the assessment of public opinion is complex. Everyone can freely form an “opinion”. The opinion may be private and public. Public opinion refers to society, to citizens and to the people. Its classic means of expression are freedom of the press and freedom of speech. This question is particularly crucial regarding the role of the companies to the “society” as recently defined by the Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the committee of the Regions, A renewed EU strategy 2011-14 for Corporate Social Responsibility, the European Commission and the European Parliament (Brussels, 25.10.2011) COM (2011) 681 final). Theoretical/Academic Implications: How to manage good corporate governance reputation ?As from 1979, the Anglo-Saxon doctrine has acutely highlighted the role of reputation risk regarding corporate governance but what is the situation within the EU? Has legislature, in Europe (and for example, in France), sufficiently acknowledged the concept of reputation risk control? – A long term period seems necessary for efficient corporate governance. Yet, CSR has given an additional power to social and environmental information which may, because it affects a more important spectrum (stakeholders…), cause a more important prejudice, whereas CRS is an "integral part" of corporate governance. Thus, in France, as pointed out in recital 10 of the policy 2006/46/CE but above all, as pointed out in article 53 of the said Grenelle 1 law (n° 2009-967 of the 3rd August 2009), “the quality of information regarding the way in which companies consider the social and environmental consequences of their activity and the access to this information constitutes essential conditions of good corporate governance”. The SRI funds also attempt to control the factors of reputation risk. Practitioner/Policy Implications: The multiple vehicles of public opinion regarding corporate governance : in fact, CSR, largely consisting in the “reporting” of social and environmental values therefore on “societal communication”, which potentially contains so many possible public opinions to be expressed, may be “additions” to individual opinions. CSR rests on a true discourse which seems, to certain authors, removed from reality: “the reports on corporate social responsibility, summary document between the “say” and “do”, appear as a support of speech which, removed from the real situation, tends first and foremost, to show the “good faith” of organisations. Societal corporate e-governance with the aid of the internet further weakens the concept of societal reputation.


2006 ◽  
Vol 3 (3) ◽  
pp. 113-127 ◽  
Author(s):  
Axel Haller ◽  
Jürgen Ernstberger ◽  
Christian Kraus

The Sarbanes-Oxley Act (SOX) has not only had tremendous impact on the U.S corporate governance system, but also on other countries with companies subject to SOX. The paper analyzes the major direct impacts of SOX on the European Union (EU) and Germany as a Member State. The focus of the analysis is on rules concerning external corporate governance instruments, i.e. the auditing professions’ oversight, auditors’ independence and auditing standards. Additionally, the paper investigates whether the contemporary regulatory activities in the EU and Germany concerning external corporate governance can be explained as indirect institutional consequences of SOX. Although the EU Commission says for the record that it has an own long-term strategy of modernizing corporate governance, the paper demonstrates that several rules of SOX quite obviously served as a model for the EU regulatory activities. The same phenomenon can be observed for the new German regulations of external corporate governance


2017 ◽  
Vol 14 (3) ◽  
pp. 329-337 ◽  
Author(s):  
Hugh Grove ◽  
Maclyn Clouse

This paper analyzes 15 of the largest EU public companies, including Volkswagen, that were included in Forbes’ 2015 list of “The World’s Biggest Public Companies” in order to investigate possible best practices for long-term sustainability, as emphasized by the EU Sustainability Directive. CEO pay and various well-known financial ratios were correlated with market capitalization creation to create a sustainability score which was then correlated to market cap creation to indicate possible long-term sustainability practices. Key correlations were CEO pay, sales growth, profit margin, and leverage or adequacy of capital. Such key variables could then be monitored for possible long-term sustainability practices by Boards of Directors for good corporate governance, as opposed to recent bad corporate governance by Volkswagen. In just the last year, Volkswagen managed to destroy all the prior three years of its market cap creation.


2020 ◽  
Vol 25 ◽  
pp. 95-112
Author(s):  
Umberto Triulzi

The paper analyzes the reasons that led, in the years following the nineteenth century, to a vision of economic phenomena distant from ethics. After a brief introduction on the meaning of the concept of economics in the ancient world, the article describes which factors contributed most to developing an image of human behaviour motivated only by perfect rationality, self-interest, wealth maximization, showing the reasons that have separated economics and finance from ethics. The paper then deals with the theme of how to bring finance closer to the real economy starting from the need to search for solutions capable of producing radical changes in the business models of companies and in the financing investments aimed at maximizing social inclusion and collective well-being. The final part describes the initiatives promoted by the EU for the development of the Capital Market Union and the instrument recently introduced by the EU to develop finance long-term investments, the ELTIFs. In the conclusion, we present a proposal for the creation of a new innovative asset class, the Infrastructure Mortgage Backed Security, for the promotion of investments in infrastructures responding to the needs of investors and requiring business models based on shared ethic values and on the responsibility of all the agents working inside and outside the companies.


2004 ◽  
Vol 49 (3) ◽  
pp. 366-403
Author(s):  
Melissa E. Graebner ◽  
Kathleen M. Eisenhardt

In contrast to the prior acquisitions literature, which has emphasized the buyer's perspective, we examine the seller's perspective. This has important implications for understanding both the acquisition process and, more broadly, corporate governance in successful firms. Using a multiple-case, inductive study of 12 technology-based ventures, we find that acquisition occurs when sellers are pushed toward acquisition by difficult, albeit natural strategic hurdles, such as a chief executive search or funding round, and by strong personal motivations for sale, such as past failures and investments by friends. Sellers are also more likely to be pulled toward acquisition by attractive buyers that offer synergistic combination potential and organizational rapport, factors usually associated with the long-term interests of buyers. We reframe acquisition as courtship and corporate governance as a syndicate, indicating joint decision making with some common goals, and explore the generalizability of these views for private versus public firms and other contingencies. Together, courtship and syndicate suggest a behaviorally informed account of organization that belies the rhetoric of price and self-interest.


Author(s):  
Guido Ferrarini ◽  
Maria Cristina Ungureanu

This chapter examines current trends in the regulation and practice of executive remuneration, particularly emphasizing incentives like stock options and long-term pay. It first outlines the main problems of executive pay from the perspective of agency costs theory, banking theory, and corporate social responsibility. It then discusses the main policy issues relating to executive pay, from design problems and remuneration governance to disclosure of pay policies and amounts, and prudential regulation of pay structure at banks. It considers the regulation of pay governance and disclosure, with special reference to EU law, comparative law, and international practice. It explores the rise of shareholder engagement in listed companies across the Atlantic and the impact of say on pay rules on shareholder activism. Finally, it analyzes the implications of international principles and standards, the Dodd-Frank Act, and CRD IV for the regulation of the pay structure at banks and other financial institutions.


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