A harmonised EU private law redress system is needed to protect shareholders of EU listed companies against a breach of any EU company law regulation. This is one of Eumedion's suggestions for future EU priorities in the field of corporate governance and company law in its reaction on the EC consultation on the future of European Company Law.

Today, Eumedion suggested two proposals to amend the European Commission's proposal to modernise the Transparency Directive. The objective of the proposals is to make the new rules more useful and less burdensome for long term institutional investors.

Eumedion is concerned that some of the proposals for a regulation and a directive on markets in financial instruments ('MIFID II and MiFIR') will seriously harm long term institutional investors' interest and their returns to European citizens as being pensioners, policy holders and savers. Eumedion writes this in a today's sent letter to the European Parliament. Eumedion hopes that the suggestions for amendments will be taken into account in the negotiating process between the European Commission, the European Council and the European Parliament.

The Eumedion Thesis Prize is awarded annually to the best doctoral thesis on environmental, social and/or corporate governance aspects of investing (ESG) and/or corporate social responsibility (CSR). The Thesis Prize aims to support and encourage excellence in sustainability and governance research and writing at a graduate level. 

Eumedion highly appreciates the European Securities and Markets Authority (ESMA) for publicly raising its concerns on the lack of a consistent view on materiality by preparers, auditors, users and in some cases accounting enforcers, as Eumedion wonders which body would have otherwise raised these concerns. Eumedion sees the inconsistent views as a potential threat to the quality of the financial statements of listed companies and harmful for investor interests and confidence. However, Eumedion questions whether a securities regulator should issue guidance regarding the concept of materiality. Eumedion thinks that the an international organisation like the International Federation of Accountants (IFAC) would be better equipped. This the core of Eumedion's response to ESMA's consultation paper 'Considerations of materiality in financial reporting'.

Eumedion is in strong favour of adding an additional prudentional assessment criterion for bank takeovers to address concerns about the consequences of a bank takeover for the financial stability. This is one of the elements of Eumedion's reaction to the European Commission's consultation paper on acquisitions and holdings in the European financial sector.

Eumedion supports the Basel Committee's initiative to revise the supervisory guidance for assessing the effectiveness of the internal audit function in banks. This is the core of Eumedion's reaction on the Basel Committee's consultative paper 'The internal audit function in banks'.

Eumedion is in favour of retaining the current requirement of the Prospectus Regulation to produce an auditor report for profit forecasts and profit estimates. Eumedion therefore supports the draft technical advice of the European Securities and Markets Authority (ESMA) to the European Commission on this issue. Eumedion expressed its view in a letter that was sent to ESMA today.

Financial innovation has led to the creation of new types of financial instruments that give investors economic exposure to publicly listed companies, commonly referred to as cash settled instruments. Those instruments can be used to acquire secret stocks in companies, which could give a false picture of economic ownership of publicly listed companies. In order to ensure that issuers and investors have full knowledge of the structure of corporate ownership, the notification requirement for substantial shareholdings in Dutch listed companies has been extended to cash settled financial instruments from 1 January 2012 onwards. Below you will find the details of the mandatory introduction of the notification requirement for cash settled instruments and of a policy rule regarding the calculation methodology of cash settled instruments.

The proposed framework for integrated reporting by  the International Integrated Reporting Council (IIRC) is a good start for the development an international reporting standard that really integrates a company’s financial and non-financial performance. Eumedion welcomes the IIRC’s proposals concerning forward looking statements and tangible environmental, social and governance targets.
Eumedion would have liked some suggestions on the auditor’s role in the assurance of an integrated report and some guidance on the status of the annual accounts in relation to an integrated report.
Eumedion, the corporate governance forum representing 69 institutional investors, submiitted its response to the IIRC discussion paper 'Towards Integrated Reporting - Communicating Value in the 21st Century' today.

Most of the proposed amendments to the Transparency Directive can rely on Eumedion's support, according to a today's published Eumedion position paper. This relates in particular to the European Commission's proposal to extend the scope of the Transparency Directive to certain cash settled financial instruments, and to the proposal for maximum harmonisation of the regime for the notification of a major holding.

The most important projects that previsously were added to the IASB agenda (contract revenues, leases, financial instruments) as well the revision of IFRS 8, are among the most pressing financial reporting needs, according to Eumedion's comment letter to the IASB Agenda Consultation 2011.

Eumedion is not in favour of the proposed Directive implementing a Financial Transaction Tax (FTT). If enacted, most transactions in financial instruments involving a financial institution are likely to become subject to the FTT from 2014 if at least one party is established in the European Union. In a position paper, Eumedion explains why she rejects the proposed Directive.

Eumedion informs the British Department of Business, Innovation and Skills (BIS) about its experiences with the binding vote on (amendments to) the remuneration policy of the management board of Dutch listed companies and with the works council's right to present its opinion on the proposed remuneration policy as part of the BIS consultation on its discussion paper on executive remuneration.

In its response to ESMA's call for evidence on empty voting, Eumedion shares its experiences with empty voting in the Dutch market. In the letter, Eumedion differentiates between i) vote borrowing, ii) certificates of shares, iii) anti-takeover foundations, iv) financing preference shares and v) employee stock ownership plans. Eumedion also presents some measures to mitigate the negative effects of empty voting.

Eumedion annually sends what is known as its ‘spearheads letter’ to the 75 largest Dutch listed companies. The spearheads letter comprises subjects that Eumedion participants would like to bring to the attention of the boards of the Dutch listed companies, which they may then put forward in the discussions outside and/or at the shareholder meeting. The spearheads for 2012 relate to risk (management) disclosures and the explanatory notes to the nomination for (re)appointment of the external auditor.

Most of our newsitems and press releases are published in Dutch. Please contact our office at info@eumedion.nl or +31 20 708 5888 for English.

In this year’s shareholder season, much time was again spent on discussion about remuneration and bonuses. Many Dutch shareholders showed their concerns in their dialogues with listed companies. In the United Kingdom, a comparable concern is growing, as the Financial Times describes in its article of October 2, 2011. 'Escalating executive pay levels and the mismatch between remuneration and company performance are causing increasing concern among shareholders, regulators, the general public and even politicians.'
Eumedion's executive director was also quoted in this article.

Today, Eumedion’s General Board has appointed Mr. Frederik van Beuningen (Teslin Capital Management) as Vice Chairman of Eumedion. He succeeds Ronald Florisson, who left Eumedion at the beginning of September, because he resigned from Robeco to start his own company.