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11 Aug 2020

EU Commission releases study on options for regulating directors' duties & corporate governance

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The research seeks to assess the root causes of 'short termism' in corporate governance and identify possible EU level solutions, including minimum common rules through EU legislative interventions. The study finds that:

  • Directors’ duties and company’s interest are currently interpreted narrowly and tend to favour the short-term maximisation of shareholder value;
  • Growing pressures from investors with a short-term horizon contribute to increasing the focus of company boards on short-term financial returns to shareholders at the expense of long-term value creation;
  • Companies lack a strategic perspective over sustainability and current practices fail to effectively identify and manage relevant sustainability risks and impacts;
  • Board remuneration structures incentivise the focus on short-term shareholder value rather than long-term value creation for the company;
  • The current board composition does not fully support a shift towards sustainability;
  • Current corporate governance frameworks and practices do not sufficiently voice the long-term interests of stakeholders;
  • Enforcement of directors’ duties to act in the long-term interest of the company is limited.

The research complements the study on due diligence requirements through the supply chain, published by the EU Commission in February 2020. The EU Commission has commited to a legislative initiative on sustainable corporate governance, addressing both directors' duties and human rights and environmental due diligence.