1. The European Commission’s Action Plan on Corporate Governance and Company Law General overview and planned follow up – a modern legal framework for more engaged shareholders and sustainable companies – Stockholm, 27 May 2013 Dr. Paulina Dejmek Hack

2. Possible areas for action: Oversight on executive remuneration Oversight on related party transactions Insufficient information on corporate governance Difficulties in Shareholder cooperation Lack of Transparency of proxy advisors Long-term shareholder engagement Possible areas for action: Oversight on executive remuneration Oversight on related party transactions Insufficient information on corporate governance Difficulties in Shareholder cooperation Lack of Transparency of proxy advisors Long-term shareholder engagement 18/12/20152

3. Background A careful but comprehensive rethink of the past, feedback from stakeholders, consultation and studies 1999 2003 2005/06 2010 2011 2012 Late 2012/ Early 2013 Financial crisis Financial Services Action Plan Corporate Governance Action Plan Consultation on future priorities Green Paper on corporate governance in financial institutions + responses CRD III Green Paper on EU corporate governance + responses Report of the reflection group on the future of EU company law Proposal CRD IV – Corporate Governance Consultation on the future of EU company law Action Plan: EU company law and corporate governance Adoption CRD IV Public online consultation 18/12/20153

4. Main Actions: Disclosure of diversity policy and non financial risks Improving corporate governance reporting (comply or explain) Shareholder identification Transparency of voting policies Disclosure of diversity policy and non financial risks Improving corporate governance reporting (comply or explain) Shareholder identification Transparency of voting policies 18/12/20154

5. Main Actions: Improved oversight of remuneration policy (“say on pay”) Improved oversight of related party transactions Regulating proxy advisors Clarification of the concept of „acting in concert“ Improved oversight of remuneration policy (“say on pay”) Improved oversight of related party transactions Regulating proxy advisors Clarification of the concept of „acting in concert“ 18/12/20155

6. Main Actions: Improving the framework for cross border operations Transfer of seat Improving the mechanism for cross-border mergers Enabling cross-border divisions Smart legal forms for European SMEs Awareness of SE and SCE EU company law codification Improving the framework for cross border operations Transfer of seat Improving the mechanism for cross-border mergers Enabling cross-border divisions Smart legal forms for European SMEs Awareness of SE and SCE EU company law codification 18/12/20156

7. Principles guiding any EU action in this field: - No re-inventing of the wheel, use existing best practices where possible - One size does not fit all - we respect that companies and countries are different - Diversity is an asset - important to respect Member States’ different legal traditions - Important not to overburden companies, proportionality, flexibility 18/12/20157