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
ecoDa News
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)
Publication/Article – Climate change: Boards of directors fall far short of expectations – ICGN Viewpoints: Reflecting climate-related matters in financial statements – Family involvement in ownership and governance and internal audir quality – Spillover effects of CS3D in Brazil, Chile, Kenia and Uganda
ecoDa News
1st of December: ecoDa European Board Diploma module Dialogue between boards and stakeholders – with ICGN
7th of December: Kick-off meeting: Sharing group on publications
8th of December: ecoDa European Board Diploma module ESG matters – with Chapter Zero Brussels
SAVE THE DATE: EU CG Conference under the Belgian presidency scheduled on March 21 !!
– 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
ecoDa’s News
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
ecoDa News
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
EUROPEAN DEVELOPMENTS
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
INTERNATIONAL DEVELOPMENTS US: ESG ratings in the S&P 500 US: The Well’s Fargo case (Reuters)
EUROPEAN DEVELOPMENTS EU due diligence report raises hope for activists but worries foreign companies (Euractiv) European shareholders contest more executive pay reports (Reuters)
NATIONAL DEVELOPMENTS UK: IoD report: Boards of directors must take back control of their organisations!
11th of September: ecoDa response to the OECD public consultation of the Guidelines on SOEs and publication of press release
13th of September: ecoDa Education Committee meeting in Milan
15th of September: ecoDa Advocacy Committee meeting
20th of September:: BIAC, ecoDa, IFAC webinar on “Revised OECD/G20 Corporate Governance Principles- What can companies do to promote sustainability and investor confidence?” that will be held virtually from 3:00pm-4:30pm CEST. More than 900 registrations so far ! Register here
1. ecoDa’s response to the IIA consultation on global internal audit standards
In its response to the Institute of Internal Auditors’ consultation, ecoDa highlighted some key points:
The standards should be made simpler, principle-based, and more concise;
They are not ambitious enough in view of ESG and technology challenges;
The specificities of internal audit are not exploited towards:
a hard look at efficiencies;
greater leverage of the inside knowledge of the sector;
greater cooperation with teams and added value to the organisation to foster a better culture;
The board responsibility is to set the right policies, it is not a compliance activity that goes into any detail;
There should be more emphasis on continuous training.
2. ecoDa advocates the possibility for each Member State to regulate multiple vote share structures
As the European Commission has adopted a draft directive on multiple-vote share structures in companies which is also being examined by the European Parliament, ecoDa has decided to take a general position on the subject before going into the details of the draft text. ecoDa is of the opinion that structures with loyalty shares and multiple voting rights can promote long-term perspectives. However, it should be supported by strong minority protection, if and when allowed by national law. The subject is currently exacerbated and different very marked opinions are being expressed. As a general principle, the risk that a shareholder majority misuses its power for its own benefit at the expense of minority shareholders must be effectively curbed through a well-developed system of minority protection.
The related press release is available here, and ecoDa’s full position paper, here.
3. ecoDa’s Workshop on the G dimension of ESG
As part of its Corporate Governance Dialogue, a group of experts reflecting on new trends in corporate governance, ecoDa, will organise, on June 23rd, a workshop (on invitation only) in Brussels to discuss the G dimension of ESG. More particularly, the experts will be invited to tackle two topics. First, is the G fit for purpose in the acronym, and second, how to address the G component. ecoDa will benefit from a wide range of perspectives, from standard-setters (with EFRAG), shareholder advisory firms, proxy advisors, academics, to board members.
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