E-NEWSLETTER on Corporate Governance                                                                                      Issue-I (April - June 2008)

CORPORATE GOVERNANCE UPDATES Report about How to implement the OECD Principle in Boardroom Good boardroom practice requires more than law and regulation, judgement, diplomacy and integrity. This report / book by OECD provides practical help for boards that navigate their way from principles to practice. It aims to describe how boards can practice good corporate governance in reality. This initiative reflects the importance that the OECD attaches to the private sector as a force in implementing good corporate governance. For more details, please refer to: click here.... bcIMC CG Principles and Proxy Voting Guidelines In July 2008, British Columbia Investment Management Corporation (bcIMC), one of the largest institutional investors in Canada, published the latest version of its "Corporate Governance Principle and Proxy Voting Guidelines". This is the fifth edition of this document, which was first produced in May 1996 and then revised in 2001, 2003, and 2006. New sections in these guidelines include Director Effectiveness under The Board of Directors chapter and Remuneration Policy under the Management and Director Compensation chapter. For more details, please refer to: click here.... Hermes Corporate Governance Principles - Japan In July 2008, Hermes Pensions Management issued their Hermes Corporate Governance Principles-Japan. Hermes, which helped in the development of the White Paper on Corporate Governance in Japan, uses an extract from the paper to summarise the fund's views on the current state of the corporate governance system in Japan and the general nature of the reforms, which it believes to be necessary over time. This includes: Shareholders as owners; Utilising capital efficiently; Independent supervision of management; Pre-emption rights; Poison pills and takeover defences; Shareholder meetings and voting; For more details, please refer to: click here.... Hermes Principles Hermes, one of the largest pension fund managers in London, published the latest edition of its principles this year. These principles aim at a dialogue between owners and companies to create a "common understanding, between managers and owners, of the proper goals of a public company". For more details, please refer to: click here.... German Corporate Governance Code as amended on June 6, 2008 Since its adoption, the German Corporate Governance Code has been amended via resolution passed by the Government Commission. The latest amendments were done on 6th June 2008. For amended German Corporate Governance Code, please refer to: click here.... BAS publishes Consultation Paper on Data Issues As part of its project to develop new actuarial standards, the Board for Actuarial Standards (the BAS), a part of FRC, has published a consultation paper setting out proposals for a generic standard on data. Data is a crucial ingredient in the calculations that arise in actuarial work, and therefore it is important that the data used is as reliable and thoroughly understood. The consultation paper sets out the principles that the BAS believes should apply to the use of data in actuarial work and the rationale for them. Among the principles are : A set of data checks should be constructed and performed in order to determine whether or not, taken overall, the data is sufficiently accurate and complete to meet the needs of the user; Margins should not be incorporated into actuarial information to compensate for inaccuracy or incompleteness of the data unless specifically required. If margins are incorporated, their effect should be separately identified. Following the consultation, the BAS will develop an Exposure Draft of a principles-based standard that will apply across many areas of actuarial work. For the draft of a principles-based standard, please refer to: click here.... Active ownership and transparency in private equity funds: Guidelines for responsible ownership and good corporate governance Danish Venture Capital & Private Equity Association's (DVCA) background report on "Active ownership and transparency in private equity funds", was published on June 25th 2008. For the DVCA's report, please refer to: click here.... European Commission appoints new members of European Corporate Governance Forum The European Commission has appointed members for the next term of office of the European Corporate Governance Forum. The new Forum comprises 15 members, who are senior experts from various professional backgrounds (issuers, investors, academics, regulators, auditors, etc.) whose experience and knowledge of corporate governance are widely recognized at European level. For more details, please refer to: click here.... "Think Small First": A Small Business Act for Europe The European Commission has on 25th June 2008 at Brussels unveiled the Small Business Act for Europe (SBA), based on ten guiding principles and proposes policy actions to be undertaken by both the Commission and Member States. For Small Business Act, please refer to : click here.... Proposal for a European Private Company Statute (25.06.2008) The European Commission has presented a proposal for a Statute on a European Private Company ('SPE'). This new company form will enable small and medium-sized enterprises (SMEs) to do business throughout the EU, with the aim of cutting costs and encouraging growth in this area. The SPE has been designed to address the current onerous obligations on SMEs operating across borders, who need to set up subsidiaries in different company forms in every Member State in which they want to do business. In practical terms, the SPE would mean that SMEs can set up their company in the same form, no matter if they do business in their own Member State or in another. Opting for the SPE will save entrepreneurs time and money on legal advice, management and administration. For details on the proposal , please refer to: click here.... Commission proposes further simplification of EU rules on mergers and divisions The European Commission has put forward a proposal for a directive that will further reduce the administrative burdens on European public limited-liability companies in the area of mergers and divisions. Under the proposal, companies would benefit from simplified requirements on reporting and on publication of draft terms. The proposal complements the two packages of "fast track" measures that were put forward by the Commission in March 2007 and April 2008. Thus the current proposal aims notably at :- reducing the reporting requirements of companies in the case of mergers and divisions, in particular where shareholders decide that certain reports are not needed and in the context of so-called "simplified" mergers and divisions between parent companies and their subsidiaries; avoiding double reporting where reporting requirements also result from other EU rules; and introducing the possibility for companies to use the Internet and electronic mail in order to publish the draft terms of merger or division and to provide shareholders with the documentation required. For more details on the proposal, please refer to: click here.... >> Back    Partners