1 / 9

Corporate Accountability and Accounting Standards

Corporate Accountability and Accounting Standards. « Fourth Directive » - annual accounts 1978 « Seventh Directive » - consolidated accounts 1983 Modifications (fair value, modernisation) and special industry rules (banking, insurance) principles, flexibilty, national traditions.

oberon
Télécharger la présentation

Corporate Accountability and Accounting Standards

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Corporate Accountability and Accounting Standards • « Fourth Directive » - annual accounts 1978 • « Seventh Directive » - consolidated accounts 1983 • Modifications (fair value, modernisation) and special industry rules (banking, insurance) • principles, flexibilty, national traditions

  2. Proposal to amend Accounting Directives • Recommendation Winther Group • Consultation • Part of the Action Plan • Consultation • Concrete proposal • Consultation • Negotiation

  3. Proposal to amend Accounting Directives • Objectives • enhance confidence in the financial statements and annual reports published by European companies • Shareholders/stakeholders need reliable, complete and easily accessible information • Establish collective responsibility of board members • Enhance transparency about related parties’ transactions • Enhance transparency about off-balance arrangements • Corporate governance statement by listed companies • Flexibilty, national traditions

  4. Proposal to amend Accounting Directives • CLARIFICATION OF RESPONSIBILITY AND LIABILITY OF BOARD MEMBERS FOR FINANCIAL STATEMENTS AND KEY NON-FINANCIAL INFORMATION • Corporate scandals have highlighted issue • EU-framework of collective responsibility for board members • A minimum • Member States must guarantee that board members are collectively responsible at least towards the company. • Member States can go further

  5. Proposal to amend Accounting Directives • INCREASED TRANSPARENCY • Related party transactions for non-listed companies • Currently only affiliated companies one type • Extend by using definitions set out in IAS 24, as endorsed • Non-listed should not apply same disclosure as listed - unnecessary burdens to be avoided: • Only disclose if transaction is not carried out under normal commercial conditions and if material • Small companies can be exempted

  6. Proposal to amend Accounting Directives • Off-balance arrangements • Innovations facilitated allocation of risk but also to alter a company's accounts not to reflect the true financial position • Public policy issue • SPEs part of balance sheet if a subsidiary but can be eluded • Impose specific disclosures for material off-balance sheet arrangements - whether listed or not • Any off balance sheet arrangements and financial impact if material for an investors understanding • SPEs definition would be too easy to circumvent

  7. Proposal to amend Accounting Directives • DISCLOSE CORPORATE GOVERNANCE PRACTICES • Crucial importance for European capital markets and European investors • All listed EU-companies provide a specific "Corporate Governance Statement" in their annual report. • Corporate Governance Statement proposed as a specific part of annual report • risk management • operation of the shareholder meeting, shareholders rights • operation of the board and its committees

  8. Proposal to amend Accounting Directives • Including issues from take over bid directive: • Significant direct/indirect shareholdings (incl. holdings through pyramids and cross-holdings); • Holder securities special control rights + description • Restrictions on voting rights, e.g. limitations, deadlines for exercising voting rights, or systems separating financial right from holders of securities (with company's cooperation) • Rules for appointment/replacement of board members and amendment of the articles of association; • Powers of board members, and in particular power to issue or buy back shares;

  9. Conclusion • No code introduced no intention of it • Comply or explain • Measures to improve disclosure • European response • Principle based • flexibility, differences between MS • Minimum EU framework for responsibility • Questions?

More Related