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ENHANCING CORPORATE GOVERNANCE IN EUROPE
On October 19, 2007, the EWLA Conference “Enhancing Corporate Governance in Europe” took place in Berlin in the premises of the Representation of the European Commission in Germany. The conference was a joint project of EWLA, the Commission Representation in Germany, and the Free University of Berlin. It was open to the general legal and business community. Thus, the audience comprised female and male lawyers from all fields of legal practice, academics and civil servants, as well as entrepreneurs and board members of enterprises.
The participants were welcomed by Mr. Jean-Jacques Nuss, senior administrator at the Representation of the European Commission in Germany. He emphasized the Commission’s activities in the field of gender equality, and he underscored the progress made so far. EWLA President Leena Linnainmaa thanked the Commission for its continuing support for realizing substantive equality between men and women as one of the fundamental objectives of the EU. She particularly highlighted the Commission’s initiative to promote women in decision-making positions, and expressed EWLA’s gratitude to the Commission and its Representation in Germany for co-hosting the conference.
Ms Corinna Ullrich of the Commission Directorate General “Internal Market and Services” presented a comprehensive overview of the Commission activities in the field of corporate governance. She explained the central provisions of the shareholders’ rights directive of July 2007(Directive 2007/36/EC, OJ L 184, 14.7.2007, p. 17), which has to be implemented until mid-2009. She then focused on the results of the public consultation that had been conducted in preparation of a Commission recommendation concerning the shareholders’ rights directive. In this respect, Ms Ullrich explained the Commission’s decision not to pursue the principle of “one share one vote,” which is a result of its determination not to introduce legislation if an impact assessment shows that the existing rules do not distort competition. The debate on Ms Ullrich’s presentation touched further issues, such as the future of the European Private Company and the democratic legitimacy of basing decisions on public consultations.
Professor Dr. Martin Schwab of the Free University Berlin presented the main features of the German Corporate Governance Codex. He focused on two questions: the liability of the company for untrue declarations concerning the implementation of the Codex, and the democratic legitimacy of a codex created by a private body. He argued against holding a company liable because he characterized the declaration under the Codex as being primarily an instrument of governance, not of information for investors. In contrast, he sharply criticized the German legislator for not having laid down strict rules concerning the composition of the Corporate Governance Commission and the transparency of its proceedings. Both positions spurred a lively debate, in which the views were divided. All discussants shared Professor Schwab’s opinion, however, that it could be regarded as a mere first step that a woman will be nominated to the Corporate Governance Commission soon (as had been announced the day before the conference during the Corporate Governance Dinner held by the German Women Lawyers’ Association, djb).
British business lawyer Vanessa Williams explained the development of the Combined Code for listed public companies in the UK. In her view, a measure of its success is the fact that its principles approach is adopted by the public sector as well. She emphasized that good corporate governance is ultimately about people. Participants were particularly impressed by the evidence she cited according to which diversity in boards correlates to better products and to better shareholder value and better return on equity. In the debate, participants underscored that such information must be spread in a better way, as it will help companies with a diverse board to receive better ratings. This was considered an effective means of convincing companies of the advantages of female board membership.
EWLA President Leena Linnainmaa gave an overview of the different corporate governance rules in the Nordic countries. Despite differences in details, all codes share common features, particularly the principle of transparency. Thus, even pensions or severance payments for the managing director are published. She reported on the common stock exchange list for Sweden, Denmark, and Finland since October 2008 and the ongoing discussions on the need to harmonize corporate governance in the Nordic countries. She presented scientific evidence of the “glass ceiling” and on the fact that the low number of women in the top management cannot be explained by the fact that more women than men opt for part-time work. Also, she presented several surveys showing that the companies with more than the average number of women directors are more profitable then companies with male leaders. In the debate, participants displayed particular interest in the Directors’ Training Program for Women Lawyers that Leena Linnainmaa had initiated under the auspices of EWLA and the Finnish Women Lawyers Association. The Finnish Minister of Justice, Ms Tuija Brax gave the opening speech of the training program. Participants from the business community emphasized that there are many qualified women already, and that it is, therefore, all the more imperative to make them better know, e.g. through a board candidate database.
German business lawyer Dr. Claudia Junker, LL.M. (Cornell), introduced the audience to present problems of corporate governance in Germany. She focused on the question of determining which board decisions need approval of the shareholders’ meeting and on problems arising from the change of a German Aktiengesellschaft (AG) to a Societas Europeae (SE), with respect to the workers’ representation on the board (“Mitbestimmung”). Both problems arise when structural changes are made, such as the merger or dissolution of two companies. In the debate, discussants voiced concern that a reduction of a board’s size lessens the chances of women being nominated to board membership.
City treasurer Gabriele C. Klug from German presented thoughts about public corporate governance. In Germany, local administrative entities, such as cities or counties, are the main owners of public utilities, viz. water, energy, and waste disposal. She explained that there is a tendency of “under-governance” caused by the lack of expertise on the part of public oversight bodies. Therefore, she advocated the transferal of corporate governance rules to public entities, such as reporting obligations to a city council. She also considered that by making the business case for diversity, the implementation of existing laws on promoting women in the public sector could be reinforced.
In her concluding remarks, EWLA Vice-President Professor Dr. Beate Rudolf of the Free University Berlin emphasized that the conference had been a proof of EWLA’s two main characteristics: It is a network permitting women lawyers to exchange views and experience in a particular field of law, such as business law. The high quality of the debates attests to the competence of its members. At the same time, it is an organization which aims at promoting equality between men and women in all fields of life. The conference ended with a networking dinner, in which plans for future activities were ventilated, e.g. how to enlist more political support for the EWLA resolution on balanced board membership of listed companies.
PROGRAMME
19 October 2007, 9.00-17.00 hrs
Ort / Venue: Vertretung der Europäischen Kommission in Deutschland,
Unter den Linden 78, 10117 Berlin
9.00-9.15 hrs: Begrüßung/Welcome
Dr. Gerhard Sabathil, Leiter der Vertretung der Europäischen Kommission in Deutschland
Leena Linnainmaa, EWLA President (Finland)
9.15-10.00 hrs: Verbesserung der Corporate Governance in Europa – Die Aktivitäten
der Europäischen Kommission (Enhancing Corporate Governance in
Europe – The Activities of the European Commission)
Corinna Ullrich (Europäische Kommission, GD Binnenmarkt und Dienstleistungen) presentation
10.00-10.30 hrs: Discussion
10.30-11.00 hrs: Coffee Break
11.00-11.30 hrs: Der Deutsche Corporate Governance Kodex (The German Coporate
Governance Codex)
Professor Dr. Martin Schwab, Freie Universität Berlin (Germany) presentation
11.30-12.00 hrs: Corporate Governance in the United Kingdom - The Combined Code,
Current Trends and Women on Boards of Listed Companies
Vanessa Williams, Partner in Bates Wells & Braithwaite London LLP, Chair of the Woman Lawyer Forum (UK) presentation
12.00-12.30 h: Discussion
12.30-14.00 hrs: Lunch Break
14.00-14.30 hrs: Corporate Governance in the Scandinavian countries – Current Trends
and Women on Boards of Listed Companies
Leena Linnainmaa, EWLA President and Director, The Central Chamber of Commerce of Finland (Finland) presentation
14.30-14.50 hrs: Discussion
14.50-15-20 hrs: Ausgewählte Probleme der deutschen Corporate Governance in der Praxis (Selected Problems of German Corporate Governance in Practice)
Dr. Claudia Junker, LLM. (Cornell), Fachanwälting für Handels- und Gesellschaftsrecht, Hengeler Müller, Frankfurt (Germany) presentation
15.20-15.40 hrs: Discussion
15.40-16.00 hrs: Coffee Break
16.00-16.30 hrs: Public Corporate Governance? - Ein Blick auf die öffentlichen und gemischtwirtschaftlichen Unternehmen in Deutschland (Public Corporate Governance? - A Look at the Public and "Mixed" (Public Private) Corporations in Germany)
Gabriele C. Klug, Kämmerin (City Treasurer), EWLA Working Group Business Law (Germany) presentation
16.30-16.50 hrs: Discussion
16.50-17.00 hrs: Zusammenfassung / Concluding Remarks
Professor Dr. Beate Rudolf, Freie Universität Berlin, EWLA Vice-President
18.00 hrs: Networking Dinner (Teilnahme bei Anmeldung anzugeben / reservation upon regristration required; Selbstzahler / pay as you leave; Kosten ca. 30 EUR / costs approx. 30 EUR
Conference Languages: English and German, no translation provided
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ENHANCING CORPORATE GOVERNANCE IN EUROPE - Programme |
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