News · 19-04-2022
generally positive about the proposed Corporate Sustainability Due Diligence Directive
(CSDD proposal). This is evident from the Eumedion feedback statement on the proposed directive, which was submitted today.
According to Eumedion, the
proposed directive will help to ensure that large European and non-European
companies operating in the European market do business in a decent and fair
manner throughout the entire value chain. Eumedion does feel, however, that the
CSDD proposal should be strengthened on a number of points. For example, companies
should not only identify and prevent adverse impacts of their activities on human
rights and the environment, but also on climate. In addition, Eumedion believes
that the climate action plans that large companies have to prepare on the basis
of the proposed directive should contain science-based CO2 emission reduction
targets and that such plans should be verified by an independent, external
party. Finally, Eumedion is of the opinion that the proposal for a directive must
be clarified on some points. It is unclear, for instance, whether the proposed
directive also applies to the investee companies of institutional investors
and, if so, what the investors’ obligations in that respect are. In addition,
Eumedion recommends that the scope of the proposed directive be aligned with
other relevant European financial sustainability legislation, such as the CSRD, SFDR and the Taxonomy Regulation.
News · 15-04-2022
The proposals of the Dutch Corporate Governance Code Monitoring Committee concerning the more detailed interpretation of the concept of 'long-term value creation' should have been more ambitious. This is what Eumedion writes in its reaction to the proposals of the Monitoring Committee for updating the Dutch corporate governance code, which was submitted today.
Eumedion believes that the proposals in question more or less codify existing market practice instead of stimulating the "middle group" and laggards of Dutch listed companies to align themselves with the best practices in the market, which was the original objective of the Code. Eumedion notes that the proposals of the European Commission concerning corporate sustainability reporting ('CSRD') and concerning corporate sustainability due diligence ('CSDD proposal') go much further than the proposals presented by the Monitoring Committee. Eumedion is also disappointed that the Monitoring Committee has failed to extend the scope of the so-called in-control statement from financial reporting risks to (also) compliance and operational risks. Eumedion does appreciate, however, that the Monitoring Committee proposes to include important parts of the Eumedion Stewardship Code in the revised Dutch corporate governance code. "This underlines our belief
that the engagement and voting policy of shareholders should also (ultimately)
facilitate the strategy of Dutch listed companies aimed at long-term value
creation; the central focus of the Code," according to Eumedion. Eumedion also generally supports the proposals on diversity and inclusion and on the internal audit function.
News · 08-04-2022
The European Commission should be cautious about offering companies the option of a completely virtual registered office. If such an option is offered, there must be strict safeguards for the integrity of the company concerned.
This is what Eumedion writes in its response to the consultation of the European Commission on upgrading digital company law, which was submitted today. In the consultation document, the European Commission asks, among other things, whether European companies should still be obliged to have a physical registered office. Now that an increasing number of companies no longer have permanent physical offices, the European Commission wants to examine whether companies can suffice with a virtual domicile. Eumedion warns the European Commission that this will make it even easier for companies to evade taxes, to conduct money laundering activities, avoid sanctions and circumvent shareholders' rights. In its response, Eumedion encourages the European Commission to incorporate in European company law the possibility for all European companies to organise a hybrid shareholders' meeting as well as a shareholders' meeting spread over time.
News · 14-03-2022
The proposed regulation regarding the creation of a European Single Access Point for corporate reporting ('ESAP') should be amended in a number of respects. Eumedion advocates this in its today's submitted feedback statement on the ESAP proposal.
Some of the
key issues to finetune are, first of all, to establish a procedure that allows
investors to fully rely on the already expressed ambition that corporate
reporting will not be publicly available in ESAP any later than any other
platform for communication. Secondly, Eumedion highlights the growing
importance of cross referencing and the need for ESAP to establish procedures
that facilitate reporting entities in creating cross references. ESAP could
facilitate that cross references between related filings will remain valid over
time. And thirdly, Eumedion strongly advocates against erasing past filings
after ten years and proposes filings to remain indefinitely available, in line
with the indefinite availability of filings in a comparable EDGAR database the United
News · 08-03-2022
Ahead of the vote by the European
Parliament (EP) on the proposed Corporate Sustainability Reporting Directive (CSRD), Eumedion calls on the EP to address three key issues in the final text
of the directive. This follows from the statement Eumedion has published today.
The three key issues concern, first of all,
a timely delivery of sustainability reporting standards. In case the EP were to
consider postponing the entry into force of the new CSRD reporting obligations,
Eumedion considers it paramount to not unduly postpone delivery of the
sustainability reporting standards and make them available for companies
preferably (well) before the end of 2022. Secondly, Eumedion calls on the EP to
establish the global sustainability reporting standards under development by
the International Sustainability Standards Board as the starting point for the three-year
evaluation of European reporting standards. This will further contribute to the
much-needed global harmonisation of sustainability reporting standards, while
leaving sufficient room for European standards to complement these global
standards by additionally reflecting specific EU policy objectives and EU
legislation. Lastly, Eumedion is strongly in favour of retaining the option to
engage the statutory auditor in the assurance of sustainability information. A
legal requirement to provide assurance of sustainability information by another
person than the external auditor could negatively affect the connectivity of
financial statements and sustainability information – one of the objectives of
the CSRD – and may lead to duplication of work and increased costs.
Agenda · 02-03-2022
will organise a virtual ESG Updates Session for its members on 2 March from 1pm to 2 pm CET. The following documents will be discussed: i) the consultation document on amendments to the Dutch Corporate Governance Code and ii) the proposal for a European Directive on sustainable corporate governance and due diligence. Registration is possible for representatives of Eumedion members via email@example.com.
News · 18-02-2022
The relatively low number of IPOs in Europe, compared to the United States, can be explained primarily by cultural factors rather than by excessively strict regulations. This is the Eumedion's key message in its response to the European consultation on making the European public capital markets more attractive to small and medium-sized companies in particular.
In its response, Eumedion points out that the lack of a real equity culture in Europe and European entrepreneurs' restraint on being permanently in the public spotlight (both personally and their company) are greater obstacles to a European IPO than the statutory rules for an IPO and the ongoing transparency obligations afterwards. After all, the US prospectus, listing and liability rules are even stricter than the European rules. Eumedion is therefore recommending that the European Commission show restraint in relaxing the prospectus and listing rules. The very purpose of these rules is to protect investors in order to encourage them to invest in (potential) listed companies. From that point of view, Eumedion is not in favour of major relaxations in the prospectus and market abuse regulations, nor is it in favour of European legislation to make it possible for companies to issue shares with differential voting rights. Eumedion does support further European harmonisation of the existing listing rules and the introduction of European supervision on prospectuses.
News · 27-01-2022
supervision on the financial reporting of European listed companies and on the
largest four audit firms should be introduced. All large European listed
companies must establish an internal audit function (IAF) and include an 'in
control statement' in their annual report. The option in the European Audit
Regulation to allow companies to rotate from audit firm after 20 years should
be cancelled. These are the main messages of Eumedion’s response to the
European consultation on the strengthening of the quality of corporate reporting
and its enforcement. The European Commission launched this consultation at the
end of last year as a result of the extensive Wirecard accounting scandal in
Eumedion writes in its response that it is precisely the supervision of
financial reporting and audit firms that lend themselves to harmonised,
European supervision. The application of the International Financial Reporting
Standards requires at least European supervision to prevent national
interpretations. The largest audit firms are all part of large, international
organisations. Moreover, international (audit) standards are also applicable to
these organisations. In order to strengthen the internal 'lines of defence' for
reporting, Eumedion believes it is now the right moment to enshrine in European
legislation that large listed companies must set up an IAF and that boards
should provide reasonable assurance on the effectiveness of the internal risk
management and control systems. In its response, Eumedion opposes suggestions
such as the encouragement of joint audits, external supervision of audit
committees and the introduction of a European passporting system for auditors
and audit firms.
News · 23-12-2021
Eumedion has updated its Corporate Governance Manual in response to the entry into force of new legislation and regulations and changes to its own voting guidelines. The previous version dated from 2017.
The most important changes are the inclusion of the Stewardship Code and the impact of new statutory rules on shareholders' rights and obligations and on the voting items on the agendas of shareholders' meetings. In addition, the Eumedion recommendations with regard to the structure of executive remuneration have been amended on one point. As of 1 January 2022, Eumedion members expect Dutch listed companies that "a substantial part" of the variable remuneration elements is based on environmental, social and/or governance ('ESG') goals. Until now, the only 'recommendation' was that part of the variable remuneration was made dependent on the achievement of ESG objectives. Eumedion members use the Manual in determining their voting behaviour at the shareholders' meetings of Dutch listed companies. It is also used in Eumedion's decision-making process to alert its members to a controversial voting item on the shareholders' meeting agenda of a Dutch listed company.
News · 02-12-2021
Eumedion has published a position statement on special purpose acquisition companies (SPACs). The statement discusses: (i) what a SPAC is; (ii) the benefits of and concerns regarding SPACs; (iii) the current regulatory and listing requirements; and (iv) Eumedion's key messages in relation to SPAC IPOs.
In the statement, Eumedion mainly pleads for more structured information at the time of the announcement of a SPAC to enter into a business combination with a 'real' company.
News · 22-11-2021
Management Commentary Practice Statement project, initiated by the
International Accounting Standards Board (IASB), should be finalised in
standard setting by the recently announced International Sustainability
Standards Board (ISSB). Eumedion attested this in its response to the IASB’s Exposure Draft (ED) on this topic.
The ED succeeds
in proposing investor relevant guidance on a great variety of topics for the
However, Eumedion expects standards from the ISSB to
be more auditable and more enforceable than a practice statement of the IASB.
News · 19-11-2021
believes that the European Securities and Markets Authority (ESMA) should seriously
consider eliminating the existing possibility for supervisory authorities to
temporarily ban short selling in a certain share. This follows from Eumedion's response submitted today to ESMA's consultation on the review of certain
elements of the short selling regulation.
consultation document shows that in practice the temporary short selling bans
appear to have little or no effect, while those bans can seriously harm market
liquidity and investors’ trust in EU markets. Should ESMA nevertheless wish to preserve
the possibility of short term bans, Eumedion opines that the scope should not
be changed from a ban on short selling into a ban on entering into or
increasing net short positions. This would seriously impede institutional
investors' ability to hedge their risks.
proposals made by ESMA in the consultation document can count on Eumedion's
support. For example, Eumedion is positive about ESMA's proposal for a centralised
system for the notification of substantial short positions and about the
introduction of a requirement for supervisory authorities to regularly publish
anonymised and aggregated net short positions. In its response, Eumedion also
makes a number of suggestions to make the notification of substantial short
positions less costly for institutional investors. For example, Eumedion
recommends that market parties will no longer be obliged to notify every 0.1%
change in the net short position, but only report a 0.2% change.
Agenda · 17-11-2021
A virtual Extraordinary Eumedion Members Meeting will be held on 17 November 2021 at 1.00 PM CET. The agenda includes the approval of the proposal to amend the Eumedion Articles of Association. The resolution to approve the amended Articles of Association requires a majority of two-thirds of the votes cast at a meeting at which at least two-thirds of the members are present or represented. If the required quorum is not reached at the meeting on 17 November, the proposal to amend the Articles of Association will be placed on the agenda for the regular Eumedion Members Meeting that will be held on 14 December at 4.00 PM CET. Regardless of the number of members present or represented, a legally binding decision can be taken at this meeting on the proposed amendment of the Articles of Association, provided it is taken with a majority of two-thirds of the votes cast. The proposed amendments to a number of Eumedion regulations will also be discussed at the meeting on 17 November. Eumedion members can register via firstname.lastname@example.org.
News · 03-11-2021
Eumedion applauds the decision of the IFRS Foundation (Foundation) to establish the International
Sustainability Standards Board (ISSB). The Foundation already has a proven
track record for fostering high quality financial reporting around the globe.
Now investors and companies have the prospect of a single global language for
sustainability reporting through standards issued by the ISSB. We expect all
stakeholders to benefit from the ISSB’s efforts.
Eumedion is delighted
to notice that the ISSB is set to mirror the thinking in our 2019
Green Paper and our subsequent 2020
Position Paper ‘Towards a global investor focused standard setter for
non-financial reporting’ on all key aspects. Notably, we see the ISSB’s clear
ambition to also set industry-specific standards as pivotal for enhancing the
relevance of sustainability reporting and critical for a successful outreach to
Eumedion praises the
fruitful collaboration within the Technical Readiness Working Group (TRWG). The
TRWG consisted of representatives from several leading sustainability reporting
frameworks. This collaboration resulted in a prototype standard on
climate-related disclosures and a prototype standard that sets out general
sustainability disclosure requirements. These prototypes have two virtues.
First, timeliness as these allow the ISSB to get input from stakeholders
earlier and complete its due process sooner. And second, the collaboration
cemented a level of trust that resulted in both the Value Reporting Foundation
and the Carbon Disclosure Standards Board to be formally integrated into the
IFRS Foundation in 2022. We see this consolidation as adding to an expedient
build-up of the necessary intellectual capital on sustainability topics within
the IFRS Foundation’s organisation.
The Trustees will be
appointing a total of 14 ISSB board members. Eumedion reiterates its earlier
stance that since the purpose of the Foundation is essentially to help
investors, we would consider any outcome of less than 25% board members with an
investor-focus in the ISSB to be deficient.
We are very impressed
by the momentum and support that the Foundation has managed to generate over
the past 24 months. Eumedion will continue to support the Foundation’s efforts
to create a comprehensive global baseline of high-quality sustainability reporting
News · 26-10-2021
listed companies must take responsibility for the negative effects that their
business activities and supply chain have on people and planet by aligning
their business strategy more formally with planetary boundaries. This is not
only about fighting dangerous climate change, but also, for example, about
counteracting the loss of biodiversity and the need to think and act
This is one
of the main recommendations of the research report commissioned by Eumedion and
carried out by Maastricht University (MU) regarding the sustainability
embedding practices in Dutch listed companies. MU examined the 2020 annual
reports of 35 Dutch listed companies and interviewed 97 executives, supervisory
directors and senior managers of these companies. The MU research report was
published today and will be officially presented and discussed at the Eumedion
annual conference that will be held on 2 November 2021.
shows, among other things, that the Dutch listed companies regard
sustainability more as an opportunity than a risk. Many companies do not
communicate (much) about sustainability risks, such as waste, climate change
and human rights issues, in their risk management sections. The researchers
also recommend that companies make their purpose statements more clear and
meaningful and to connect them to their strategic objectives and targets.
Furthermore, the study shows that the subject of sustainability is still barely
embedded in the skill profiles of new supervisory directors. In addition,
companies communicate little about any required sustainability competencies for
executives. This is in spite of the fact that management literature indicates
that executives in particular have a major influence on the creation of a
corporate culture that supports both the strategic sustainability objectives
and the financial performance of the company. Finally, the researchers
recommend professionalising and better structuring the dialogue with the
various stakeholders and reporting on it more extensively. According to the
researchers, companies should inform stakeholders much better about due
diligence procedures, the reliability of the reported non-financial
information, sustainability measures in incentive schemes and key performance
indicators with regard to waste, water and business travel.
to Eumedion, the research report provides a good picture of how sustainability
is embedded within Dutch listed companies. What is positive is that many
companies have already included specific sustainability objectives in their
strategy, and are willing and able to be held accountable for this. Moreover,
they see plenty of opportunities to earn money with sustainability. At the same
time, companies generally still pay too little attention to tackling the ecological
and social externalities of their business activities. In particular, they are
not yet addressing the transition to a circular economy and the protection and
restoration of biodiversity. In addition, the subject of sustainability is not
yet explicitly embedded in the diversity and competence matrices for executive
and supervisory board members. The MU researchers make clear and practical
recommendations in these areas, which Eumedion embraces. Some of these
recommendations have already been included in the 2022 Eumedion Focus Letter
that was sent to the Dutch listed companies and Eumedion will include the other
recommendations in the dialogues that will be held with the Dutch listed
companies prior to the 2022 shareholders’ meetings. The fact that the listed
companies are currently using almost 50 different reporting frameworks for
sustainability information underlines Eumedion's commitment to achieving a
uniform and authoritative reporting framework for sustainability information at
the highest possible international level.
News · 13-10-2021
listed companies are expected to prepare a transition plan in the coming year
in order to operate completely climate-neutral by 2050 at the latest. The
transition plan must contain short-, medium- and long-term CO2 emission
reduction targets and explain how the company intends to achieve these targets.
The plan must be discussed with the shareholders. Companies that have a
relatively large impact on climate change or that otherwise face major climate
risks are encouraged to submit their progress report on the road to climate
neutrality to the shareholders’ meeting for an advisory vote.
is incorporated in the Focus Letter 2022 that Eumedion has sent to all Dutch
listed companies. The Focus Letter contains the topics that tend to be
discussed in the dialogues Eumedion facilitates between Dutch listed companies
and Eumedion members in the run-up to the 2022 shareholders’ meetings. The
companies are encouraged to have the CO2 emissions reduction targets validated
by the Science Based Targets initiative (SBTi) and reviewed by the external
auditor. The reduction targets must relate to both the company's own activities
and those of suppliers, customers and end users (i.e. the entire value chain;
the so-called scope 1, 2 and 3).
writes in the letter that the next ten years are crucial for still being able
to prevent dangerous climate change.
Eumedion believes that all listed companies, shareholders and external auditors
have a responsibility to contribute to this objective (however small it may
be). Companies are expected to report annually on their progress in meeting
their CO2 reduction targets. Shareholders can then monitor progress and, if
necessary, push for acceleration. External auditors can issue an independent
assessment of the 'thoroughness' of the reduction targets and how they fit in
with the company's operational and financial plans.
to preparing climate transition plan, Eumedion has requested Dutch listed
companies to also report on their diversity and inclusiveness policy
(including objectives) for the entire workforce and on the effectiveness of
their measures (and procedures) to ensure that human rights are safeguarded
throughout their value chain.
News · 23-09-2021
Eumedion pushes for three key
topics that should drive the agenda of the International Accounting Standards
Board (IASB) for the next five years. First, the IFRS 8 Operating Segments
standard is in need of important improvements. Second, the IASB could
improve disclosure and measurement requirements for companies that have been involved in merger & acquisition activities. And thirdly, some projects may need to
be transferred to the IASB’s sister organisation, the International Sustainability
Standards Board (ISSB). The ISSB is expected to be established later this year
at the COP26 climate conference. Eumedion also suggest a research project to
better serve corporate bond investors.
The IASB conducts its agenda consultation process every five years. In today's submitted response, Eumedion also includes feedback on
all the 22 potential topics for standard setting activities identified by the
News · 08-09-2021
considers strong due process procedures crucial to the development of
high-quality European sustainability reporting standards. EFRAG’s public consultation paper on this topic provides a good starting point for developing these
procedures. In its response, published today, Eumedion highlights several
issues in order to make these procedures as thorough, inclusive and transparent
response revolves around three main focus areas. The first one considers that
the due process procedures are highly dependent on the (still to be
established) new governance and structure of EFRAG, which in our view requires
further clarification on the roles and responsibilities of various bodies in
relation to the proposed due process procedures. Secondly, Eumedion considers
the establishment of a due process oversight committee critical to a strong due
process. This committee should be guided in its work by a due process handbook
providing all the necessary procedures to be followed and criteria to be met
throughout the standard setting process, for example with respect to any
possible request to shorten the default consultation period of 120 days. Most
notably, the initial public consultation following the current interim work,
which is expected to be extensive and of crucial importance to further
development of the European sustainability reporting standards, should not be
automatically subject to a shortened consultation period. Lastly, Eumedion calls
on EFRAG to clarify both the role and the proposed membership of the new
Consultative Forum. Eumedion in any case assumes that this membership includes National
Standard Setters in Europe who might elect to be part of the Consultative
News · 27-08-2021
very much in favour of extending the ‘green taxonomy’ to social and governance
factors in order to further strengthen the definition and measurement of all sustainability
matters. This would fulfil an important pre-condition for sustainable
investment. Eumedion writes this today in her feedback to the draft report of
the Platform on Sustainable Finance on this matter.
advisory body on sustainable finance topics has recently published its draft
report on the possible extension of the taxonomy, for example to social
factors. The Platform has done this at the request of the European Commission,
per the requirement in the Taxonomy Regulation. In the report, the Platform
discusses a.o. the options for the design of a social taxonomy. Eumedion
generally supports the draft report. In addition to extending the taxonomy,
Eumedion also underlines the need to adequately focus on the aspect of
‘interconnection’ between sustainability factors as well. It has been well
established that environmental topics have (both in the short and long term) a
social dimension, while social topics can prove to have an environmental
dimension as well. Furthermore, Eumedion stresses the need to develop specific
standards in the area of corporate governance.These should be added as ‘minimum safeguard’ to the application of
the taxonomy, to prevent
economic activities being labelled as sustainable if a company has flagrant
deviations from generally accepted corporate governance standards (e.g. minimum
shareholder rights, disclosure, risk management and independence of
News · 15-07-2021
Eumedion welcomes the proposed amendments to the constitution of the IFRS Foundation. The proposed amendments pave the way for the establishment of a global sustainability reportings standards setter as propagated by Eumedion. This the key message of today's submitted Eumedion response to the consultation document of the IFRS Foundation.
The proposals expand the objectives of the Foundation to encompass the development of
globally accepted sustainability reporting standards. They will mandate the IFRS
Trustees to create an International Sustainability Standards Board. The
proposals illustrate how well aligned the Foundation's intentions are with the
vision Eumedion expressed in its 2020 position paper ‘Towards a global,
investor focused standard setter for corporate sustainability reporting’.
Eumedion complements its strong support for the overall direction of the
Foundation on this matter with feedback on specific topics.