Company Law, Modernisation of Company Law and Enhancement of Corporate Governance, Independent directors

Independent directors and Board Committees

The presence of independent representatives on the board, capable of challenging the decisions of the management, is widely considered as a means of protecting the interests of shareholders and, where appropriate, other stakeholders. The Commission’s Action Plan to modernise company law and enhance corporate governance in the EU (May 2003) announced the adoption in the short term of a Commission Recommendation on the role in listed companies of (independent) non-executive or supervisory directors.

Application of the recommendation by Member States



Commission publishes report on how Member States follow the recommendation:  

Report PDF 39 KBEnglish

Press release




Corporate governance: Commission urges Member States to ensure a strong role for independent directors

Press Release

Frequently asked questions

Commission Recommendation of 15.02.2005

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The consultation document covers, inter alia, the composition, role, operation and transparency of board committees, and the criteria according to which directors can be regarded as independent. Responses will be taken into account in the preparation of the Commission’s forthcoming Recommendation to Member States on this issue, scheduled for autumn 2004.

  • Press release (5.5.2004)
  • Text of the consultation PDF - 68 KBEnglish
  • Results of the consultation (29.9.2004) PDF - 38 KBEnglish

Comments on this note should be received by 4.6.2004 (closed).

Working document

23.07.2004 DG Internal Market Services’ working document on strengthening the role of non-executive or supervisory directors.

In the context of the preparation of the forthcoming Recommendation on strengthening the role of non-executive or supervisory directors, the services of DG Internal Market have developed the following working document. This document was prepared on the basis of discussions with Member States experts and of the comments received in the public consultation organised recently.

This document from DG Internal Market services is a working document for comments and is without prejudice to any final decision that might be taken by the Commission. This document is therefore informal and not definitive.

In particular, the Commission services draw the attention to the definition of the scope currently envisaged for the forthcoming Recommendation. The Consultation Document suggested that the measures to be adopted by Member States pursuant to the forthcoming Recommendation should cover companies listed in the EU and incorporated in one of the Member Sates. In line with the suggestions made by some respondents to the public consultation, it is now envisaged that the measures to be adopted by Member States pursuant to the Recommendation would cover all companies listed in the EU, whether or not they are incorporated in one of the EU Member States.

Any technical drafting comments should be sent to the Commission , as soon as possible. Adoption of the forthcoming Recommendation is currently scheduled for September 2004.

PDF 73 KBEnglish

Last update: 15.06.2011