Pratique du  » comply or explain » en Europe

By Mazars, and ecoDa

Practices of European listed companies in designing their corporate governance structures and disclosing their corporate governance practices, including the application of the ‘comply or explain’ concept.

-The extent of the application of national corporate governance codes
-The appropriateness of approach
-The quality of compliance and monitoring

Key findings:

  • 83% of companies surveyed had revised their corporate governance model in the last financial year mainly as a result of changes in the corporate governance code they were applying or in European Union or national law. Of companies not revising their code, family- owned companies were in the majority.
  • 76% of board members considered corporate governance was of interest to their shareholders though almost a quarter (the remaining 24%) did not believe their shareholders were really interested in governance matters. The main topics discussed with investors were remuneration (40%) and the nomination of board members (40%).
  • 59% of companies surveyed had made use of the flexibility provided by the ‘comply or explain’ approach. Just under half of boards (48%) think additional guidance on ‘comply or explain’ would be helpful to promote high quality explanations, offer clear guidelines or to provide more information on best practice

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