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
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
- Results of the consultation (29.9.2004)
Comments on this note should be received by 4.6.2004 (closed).
||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
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
Any technical drafting comments should be
sent to the Commission , as soon as possible.
Adoption of the forthcoming Recommendation is currently scheduled for