Company Law, Modernisation of Company Law and Enhancement of Corporate Governance, Corporate governance in financial institutions

Corporate Governance in financial institutions


Commission's Report "General assessment of economic consequences of country-by-country disclosure requirements set out in Article 89 of Directive 2013/36/EU"

The Commission has adopted a report containing a general assessment of the economic consequences of country-by-country reporting ("CBCR") by banks and investment firms under Article 89 of Directive 2013/36/EU (CRD IV). Article 89 of CRD IV requires the Commission to conduct a general assessment as regards potential negative economic consequences of the public disclosure of country-by-country data, including the impact on competitiveness, investment and credit availability and the stability of the financial system. According to Article 89, in the event that significant negative effects are identified, the Commission shall consider proposing to amend the CBCR obligations, and may decide to defer them. The key objective of the Commission's report was thus to assess whether CBCR leads to significant negative economic effects.

The Commission concludes in the report that, at this stage, the public country-by-country reporting of information under CRD IV is not expected to have significant negative economic impact; on the contrary, it seems that there could be some limited positive impact which could be increased by addressing some elements related to the practical implementation of the provision to improve consistency and comparability between institutions. Thus, the obligations under Article 89 of CRD IV should not be deferred and should apply, as foreseen, in full from 1 January 2015 onwards.

You can find below the text of the report and the link to the Official Journal.

Study "General assessment of potential economic consequences of country-by-country reporting under CRD IV"

Following an open call for tenders (Ref MARKT/2013/205/F), the Internal Market and Services Directorate General (DG MARKT) has commissioned an external contractor to undertake a general assessment of potential economic consequences of country-by-country reporting under CRD IV, including an econometric study of the impact of disclosure quality on capital market outcomes and a number of other key outcomes. The study carried out a deep analysis of both the positive and the negative impact of the country-by-country disclosure requirements.

The work covered the following areas: an academic literature review and econometric study to investigate potential links between financial reporting disclosures and a set of economic outcomes for reporting institutions; a survey of a range of stakeholders including civil society organisations, governments, regulators, banks and trade associations to obtain their views on likely economic impacts; a survey of experts to determine how Article 89 has been implemented in the 28 EU Member States; and a review of the first disclosures by global systemically important institutions authorised with the European Union (“EU G-SIIs”) made under Article 89.

Summary of the feedback from the EU global systemically important institutions (G-SIIs) on country-by-country reporting under Directive 2013/36/EU

Article 89(3) of Directive required that all global systemically important institutions authorised with the European Union submit to the Commission by 1 July 2014, on a confidential basis, information on a consolidated basis specifying, by Member State and by third country in which they have an establishment, profit or loss before tax, tax on profit or loss and public subsidies received.

The Commission also invited the G-SIIs to provide, in addition to the information required under Article 89, an indication of their views on what, if any, would be the significant economic consequences, both positive and negative, of the public disclosure of such information, including the impact on competitiveness, investment and credit availability and the stability of the financial system.

 A summary of the additional feedback received is provided below.

Round table on Economic Consequences of Country-by-Country Reporting (CBCR) as required by Art. 89 of the Capital Requirements Directive (CRD) – 24.07.2014

2 october 2014 - European Commission - DG MARKT
Rue de Spa, 2 - 1000 Bruxelles
09.00 to 13.00

On 2 October 2014 DG MARKT is hosting a round table on Economic Consequences of Country-by-Country Reporting (CBCR) as required by Article 89 of CRD4 where representatives of the financial services sector, civil society and associations are invited to participate. This meeting will provide an opportunity to hear the views of a range of experts and stakeholders on the possible positive and negative economic consequences of the disclosure requirements laid down in Article 89 of Directive 2013/36/EU (the fourth Capital Requirements Directive or CRD4).

Article 89 CRD4 requires the public disclosure by credit institutions and investment firms, on a country-by-country basis, of key specified information relating to their businesses: a) name(s), nature of activities and geographical location; b) turnover, c) number of employees on a full time equivalent basis; d) profit or loss before tax; e) tax on profit or loss; and f) public subsidies received. The Commission has been asked to carry out "a general assessment as regards potential negative economic consequences of the public disclosure of such information, including the impact on competitiveness, investment and credit availability and the stability of the financial system” and report to the co-legislators by 31 December 2014

The objective of the round table is to gather together experts and stakeholders and give them an opportunity to discuss the potential economic consequences of country-by-country reporting by institutions required by Article 89 CRD4, in particular as regards the information referred to in Article 89(1) (d), (e) and (f), including the impact on competitiveness, investment and credit availability and the stability of the financial system.

Participants are invited not only to express views on any potential negative effects of disclosure, but also on the positive effects, so that a balanced assessment of the consequences can be made.

The views expressed in the meeting will be taken into account in the Commission’s assessment and report required under Article 89(3) CRD4, in addition to the results of the public consultation that runs until 12 September 2014.

The round table will be held on the premises of the European Commission - DG Internal Market and Services, rue de SPA, 2 1000 Brussels from 9.00 to 13.00. Registration is compulsory and please note that due to the limited capacity of the room, only one person per organization will be admitted as a general rule. Seats will be allocated on first come first served basis, taking into account a balanced representation between representatives of business, civil society and of other organisations.

A short summary of the round table and a list of attendees will be published on this webpage after the meeting.

Registration:

Please register by sending an e-mail indicating your name, organization and nationality to: markt-f2-cbcr@ec.europa.eu. Due to a limited capacity of the conference room, a confirmation email will then be sent to the participants whose registration has been accepted. Participants are invited to present this confirmation at the round table welcome desk.

Documents:


Consultation on the potential economic consequences of country-by-country reporting under Directive 2013/36/EU – 11.07.2014

The Commission launched a public consultation on the potential economic consequences of country-by-country reporting under Directive 2013/36/EU (Capital Requirements Directive or CRD).


Consultation on the corporate governance in financial institutions and remuneration policies – 02.06.2010

The Commission has issued a Green Paper launching a public consultation on possible ways forward to improve corporate governance in financial institutions and remuneration policies. The deadline for responses was 1 September 2010.

The Green Paper is complemented by a Commission Staff Working Document which describes and analyses weaknesses in corporate governance revealed by the recent financial turmoil.


Seminar on Corporate Governance in financial institutions

In its Communication “Driving European Recovery” of 4 March, the European Commission made a commitment to produce a report on corporate governance practices in financial institutions. As part of this exercise, the Commission organised a Seminar in Brussels on 12 October 2009.

The Seminar brought together expert panelists from different Member States to discuss issues such as the role and competences of the Board of Directors, governance issues relating to internal control and risk management and shareholder control, supervision and external audit. Further details can be found in the programmePDF.

Last update: 04.11.2014