Making Corporate Governance Codes More Effective: A Response to the European Commission's Action Plan of December 2012

Authors

Peter Böckli
Paul L. Davies, University of Oxford, Faculty of LawFollow
Eilis Ferran, University of Cambridge, Faculty of LawFollow
Guido Ferrarini, University of Genoa, Law Department Centre for Law and FinanceFollow
José M. Garrido Garcia, University of Castilla-La ManchaFollow
Klaus J. Hopt, Max Planck Institute for Comparative and International Private LawFollow
Alain Pietrancosta, Sorbonne Law SchoolFollow
Katharina Pistor, Columbia Law SchoolFollow
Markus Roth, University of Marburg, Faculty of Law
Rolf Skog, Göteborg University Department of LawFollow
Stanislaw Soltysinski, Komisja Kodyfikacyjna Prawa CywilnegoFollow
Jaap W. Winter, Vrije Universiteit AmsterdamFollow
Eddy Wymeersch, Ghent University Financial Law InstituteFollow

Document Type

Working Paper

Publication Date

2013

Abstract

This paper contains the European Company Law Experts' response to one of the main issues raised in the European Commission’s Action Plan of 12 December 2012, namely how to make corporate governance codes more effective. The concept of “codes’ effectiveness” has two meanings: effectiveness of the comply-explain mechanism (disclosure effectiveness) and level of adoption of the codes’ recommendations themselves (substantive effectiveness). The ECLE believes that it is of crucial importance to keep the advantages of regulation by codes while finding adequate improvements of the quality of the reports and the explanations. The relationship between the content of corporate governance codes and disclosure is discussed. A “culture of departure from code recommendations”, if well explained, is needed. The quality of corporate governance reports and the explanations should primarily be improved by incentives, but non-legal and legal sanctions may help. Improvements may also be possible by mobilizing private actors and/or by charging public or private agents and agencies with inspection and monitoring.

Disciplines

Business Organizations Law | European Law | Law

Recommended Citation

Peter Böckli, Paul L. Davies, Eilis Ferran, Guido Ferrarini, José M. Garrido Garcia, Klaus J. Hopt, Alain Pietrancosta, Katharina Pistor, Markus Roth, Rolf Skog, Stanislaw Soltysinski, Jaap W. Winter & Eddy Wymeersch, Making Corporate Governance Codes More Effective: A Response to the European Commission's Action Plan of December 2012, Oxford Legal Studies Research Paper No. 56/2014 (2013).
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/2432