The European Commission published (12 December 2012) an action plan to modernise European company law and corporate governance (IP/12/1340). It includes the following proposals for 2013:

  • Amendments to the Accounting Directive to increase disclosure of company board diversity policies and non-financial risks.
  • An initiative (possibly by way of a recommendation) to improve corporate governance reports, in particular where companies have sought to explain non-compliance with national corporate governance codes.
  • Legislation to improve the visibility of shareholdings in listed companies in Europe.
  • Initiatives, possibly by amendment of the Shareholder Rights Directive, to improve the disclosure of institutional investors' voting and engagement policies and voting records; grant shareholders a vote on remuneration policy and the remuneration report; improve shareholder control of related party transactions; and improve the transparency and conflict of interest frameworks applicable to proxy advisers.
  • Guidance on shareholder co-operation in light of concert party concerns, as well as initiatives to encourage employee share ownership.
  • Codification of the major company law directives into a single instrument.
  • Investigation of initiatives relating to cross border mergers and divisions and of the need for an initiative on the cross-border transfer of a registered office.
  • Continuation of the Commission's work on proposals for a European private company.