EUROPEAN INSTITUTIONS DEVELOPMENTS Council: Vote on the Corporate Sustainability Due Diligence Directive EP and Council: Deal on delayed reporting standards for some countries EP and Council: ESG ratings concluded Council and EP: Political agreement on the Listing Act EC: Recommendations for 2040 emissions reduction target and 2050 climate neutrality
INTERNATIONAL DEVELOPMENTS IFRS Webcast: Overview of the forthcoming IFRS 18
EUROPEAN DEVELOPMENTS EFRAG Releases First Set of 12 Explanations on ESRS Q&A Platform
NATIONAL DEVELOPMENTS Germany: companies and networks call for support to the CS3D but no aligned opinion in the business community UK: Governance questions for the Post Office Horizon Inquiry France: Female board quotas have improved employment practices
PUBLICATION/ARTICLE CEO narcissism and earnings management Study on barriers to sustainable development
ecoDa’s and WTWs report on 2023 Non-Executive Director Remuneration in Europe was mentioned as top news in the Board Agenda magazine, as well as in the GNDI January newsletter
ecoDa Manifesto release – at the beginning of next week
ecoDa Board evaluation – a questionnaire to be launched next Monday
14th of February 2024: GNDI Policy Committee meeting
19th of February 2024: ecoDa Advisory Committee meeting – The CG Dialogue
REMINDER: The European Board Diploma spring session will take place on 18th, 19th, and 26th of March (central base) and 12th, 19th, and 25th of April (for the optional module(s) to be chosen). Find your programme, and register with us!
ecoDa position statement on board evaluation – Board evaluation facilitators must be independent
ecoDa recommends that Corporate Governance Codes ensure the independence of board evaluation services in order to avoid potential conflict of interests. Good governance practices should include a cooling-off period for headhunters and rotation of commercial board evaluation services.
Corporate Governance codes are often silent on any possible risk of conflicts of interests when board evaluation is conducted by an external consultant.
“For reasons of independence, one should be cautious when a commercial consulting firm provides other consultancy services at the same time as the board evaluation takes place. Or when the same consulting firm is consistently selected to provide the evaluation of the board over a longer period”, underlined Rytis Ambrazevicius, Chair of ecoDa.
ecoDa is calling for:
A declaration of significant risks of conflict of interests by the facilitators;
A disclosure of whether the facilitator subscribes to a code of ethics or not;
A cooling-off period after terminating a headhunting contract;
An assessment by the appropriate Board Committee of the qualifications of the facilitator;
A policy for pre-approval of any additional board services;
A rotation (inspired by what applies to statutory auditors) for all commercial board evaluation services.
“A credible and professional board evaluation is key when looking for board performance to develop and excel”, concluded Béatrice Richez-Baum, Director General, ecoDa.
Read the full press release here. Find ecoDa’s opinion paper via the button below.
Responsabilità maggiori, ma compensi inferiori. E’ questa una delle principiali evidenze emerse dall’indagine condotta da EcoDa, la Confederazione Europea delle associazioni dei consiglieri di amministrazione (di cui Nedcommunity è membro per l’Italia) e WTW su 185 aziende in quindici paesi europei sul ruolo e le remunerazioni dei consiglieri indipendenti.
Oltre a una presentazione della situazione attuale, lo studio offre spunti di riflessione che le aziende possono prendere in considerazione in base alle specificità del proprio mercato nazionale (ad esempio un diverso equilibrio tra compenso annuale e compensi dei comitati). Le conclusioni dell’indagine invitano i CdA a condurre una revisione dettagliata dell’impegno in termini di tempo, carico di lavoro e compensi spettanti agli amministratori, per garantire che vi sia un adeguato equilibrio tra i diversi membri.
EUROPEAN INSTITUTIONS DEVELOPMENTS EC: Sustainable finance: Guidance to help financial undertakings EC: Sustainability reporting podcast Council: Agreed negotiation mandate on ESG ratings ESMA: Consultation on a set of draft Guidelines on Enforcement of Sustainability Information
EUROPEAN DEVELOPMENTS EFRAG: Publication of the first three draft ESRS guiding documents
NATIONAL DEVELOPMENTS France: Transposition of the CSRD as the first EU member state Germany: One year of Supply Chain Due Diligence Act Luxembourg: The end of Luxembourg VAT on director’s fees
PUBLICATION/ARTICLE Leadership, decision-making & the role of technology: Business Survey 2024 FERMA: The Roadmap to strategic risk management
8th of January 2024: ecoDa Taskforce Manifesto meeting
9th of January 2024: ecoDa Working Group on SOEs meeting
10th of January 2024: ecoDa meeting on the Ethics & Boards barometer
10th of January 2024: ecoDa and ISAlliance Workshop on Cybersecurity
11th of January 2024: ecoDa meeting on ESRS guidance
12th of January 2024: ecoDa European Board Diploma: Ceremony
16th of January 2024: ecoDa and WTW webinar on director’s remuneration – register here!
European Institutions Developments – Trilogue Update on CS3D – EP: COP28: MEPs want to end all subsidies for fossil suel globally – EP: At COP28, Europe must grapple with consequences of carbon tariff (Euractiv) – ESMA: Publications on Sustainable Finance
International Developments – IASB: Consultation on improved accounting requirements – BIS: Global watchdog proposes detailed climate disclosures from banks (Reuters)
European Developments – Summary of the EFRAG Conference, 28 November 2023 – EuropeanIssuers’ Position Paper on ESMA & EBA’s Report on the Implementation of SRD2
National Developments – US securities regulator signals it may curb climate rule ambitions (Reuters)
– ecoDa represented in the OECD Consultation session with stakeholders and advisory bodies on the review of the OECD Guidelines on Corporate Governance of SOEs – Norway: Vote on the proposed legislation to even the gender balance on boards of private companies – Does every company need a climate transition plan? – Switzerland: Switzerland to Introduce Labelling and Disclosure Rules for Sustainable Investment Products
– UK: IoD launches Commission to develop a code of conduct for directors
EU INSTITUTIONS DEVELOPMENTS EP: Multiple vote-share structures
INTERNATIONAL DEVELOPMENTS – ecoDa represented in the OECD Consultation session with stakeholders and advisory bodies on the review of the OECD Guidelines on Corporate Governance of SOEs – Norway: Vote on the proposed legislation to even the gender balance on boards of private companies – Does every company need a climate transition plan? – Switzerland: Switzerland to Introduce Labelling and Disclosure Rules for Sustainable Investment Products
EUROPEAN DEVELOPMENTS – ecoDa’s comments on the ordinary legislative procedure on the transparency and integrity of Environmental, Social and Governance (ESG) rating activities – EFRAG ESRS Q&A Platform
NATIONAL DEVELOPMENTS – UK: IoD launches Commission to develop a code of conduct for directors
AccountancyEurope, ecoDa and ECIIA publication on “ESG Governance: questions boards should ask to lead the sustainability transition” – to be launched on 7th of November
Successful initial days of our European Board Diploma happened on 25th and 26th of October – see more details on ecoDa’s LinkedIn profile!
EU INSTITUTIONS DEVELOPMENTS EC: The EC adopted the first set on the European Sustainability Reporting Standards EC: Streaming available: The Sustainable Finance Disclosure Regulation – what next? EP: European Parliament adopts European Green Bond Standard EP: Commissioner McGuinness: announcement that sectoral sustainability reporting standards will be postponed EP: Financial sector and corporate sustainability due diligence, in or out? (Euractiv) ESMA: Analysis of the existence of an ESG pricing effect (‘the Greenium’) across different types of sustainable-labelled debt instruments
EFRAG has launched a call for tender to assist EFRAG in developing cost benifit analysis EuropeanIssuers‘ position on the proposed EU Regulation on the transparency and integrity of ESG rating activities
1. Webinar by ecoDa and Allen & Overy: The Corporate Sustainability Due Diligence Directive: the possible impacts on Directors’ Duties On Friday, 27 October 2023, starting at 14.00 pm CET, ecoDa holds a joint seminar on the Corporate Sustainability Due Diligence Directive (CS3D) together with Allen & Overy. Our speakers Gauthier Van Thuyne, Bart De Bock and Pascal Durand-Barthez will question the consequences of the draft directive in terms of directors’ responsibilities and liabilities. The webinar will also give an overview of the different director liability regimes currently in force in the European Union following our new joint survey. Registrations are now open! Register here!
2. ecoDa’s Report and Recommendations on Independent Directors ecoDa publishes its paper “Report and Recommendations on Independent Directors”. The role of independent non-executives is particularly important in Corporate Governance. It is key to ensuring proper management of conflicts of interest and that the interests of all relevant stakeholders are adequately taken into account. As a result, particular attention must be paid to the definition of this notion, to the criteria determining this status, to the evaluation of this qualification over time, and to the correct use of terms distinguishing NEDs from iNEDs. The report summarises definitions and requirements across Europe. It gives some recommendations. For instance, the Corporate Governance Codes should recommend that board evaluations take into account more systematically how conflicts of interest are managed. They should include requirements regarding individual director evaluations as well as at least annual re-evaluations of independence. Read the full paper on the ecoDa website via this link.
3. ecoDa and PwC recording is available: Public Country-by-Country Reporting ecoDa and PwC organised a video on Public Country by Country Reporting. Anne-Hélène Monsellato, independent board member and chair of ecoDa’s Working Group on Audit Committees leads the conversation between the two experts Edwin Visser, Partner and deputy global tax policy leader at PwC, and Keetie van der Torren, Tax director at PwC. This video explains the requirements in detail, relates accounting and reporting requirements to the tax dimension, discusses reporting burdens, and highlights some practical recommendations for board members. Watch the full video on the ecoDa YouTube Channel, and share the knowledge. To the recording
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