2014 Annual Report The European Voice of Directors

Confédération Européenne des Associations d’Administrateurs

European Confederation of Directors’ Associations

ECODA ANNUAL REPORT 2014

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TABLE OF CONTENTS

Table of Contents……………………………………………………………………………………………………………. p.1

Summary Report (main achievements)………………………………………………………………………….. p.3

People involved in ecoDa…………………………………………………………………………………………………p.4

ecoDa Members……………………………………………………………………………………………………………….p.5

Letter from the chair ………………………………………………………………………………………………………p.8

Secretary General’s Review…………………………………………………………………………………………… p.9

Part 1 - Business Review…………………………………………………………………………………………………..p.11

A- Our Governance…………………………………………………………………………………………….p.11

B- Our Network……..…………………………………………………………………………………………..p.13

C- Our Positions………………………………………………………………………………………..……….p.16

D- Our Intelligence………………………………………………………….………………………………...p.23

E- Our Events ……………………………………….………………………………………………………..…p.26

Part 2 – Activity Review by Committees………………………………………………………………………….p.31

A- Our Board and General Meeting…………………………………………………………………..p.31

B- Our Nomination Committee………………………………………………………………………….p.31

C- Our Administrative Committee……………………………………………………………………..p.32

D- Our Policy Committee……………………………………………………………………………………p.32

E- Our Benchmarking & Information Committee………………………………………………p.34

F- Our Communication Committee……………………………………………………………………p.35

G- Our Education Committee…………………………………………………………………………….p.35

H- Our Membership & Development Committee………………………………………………p.36

Part 3 – Achievements of ecoDa’s Members (National Institutes of Directors) –

Key factors…………………………………………………………………………………………………………….p.37

Part 4 – Annual Accounts & Auditor Report………………………………………………………………………p.47

ECODA ANNUAL REPORT 2014

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Our report is divided into four main sessions:

Part 1: the Business Review which includes all ecoDa’s achievements in terms of A- Membership, B-

Policy Making, C- Circulated information, D- Events and Education Programme.

Part 2: related to the Activity Review by Committees which includes more detailed information on the

achievements realized by each of its ecoDa’s committees and of its board.

Part 3: related to the achievements of ecoDa’s members. As a collective body, ecoDa is proud to

highlight those achievements.

Part 4: related to our Annual Accounts and Auditor Report.

A summary of our main achievements and a letter from our Chair, Lars-Erik Forsgårdh, spells out at the

beginning what should be kept in mind for 2015.

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SUMMARY REPORT (main achievements)

A new chair,

A new full member, NedCommunity,

New premises,

A full-time Secretary General,

New partnership agreements with 4 Corporate Associates,

Various position papers related to the shareholders’ right directive, the revision of the OECD

CG principles, and the directive on non-financing reporting,

Position statement on some major corporate governance issues addressed to the incoming

European Commission and European Parliament,

Position papers in cooperation with the Global Network of Directors’ Institutes (GNDI) on

Curbing Excessive Short-Termism,

Input for a joint publication “Guide to Corporate Governance Practices in the European Union”

with IFC (World Bank) – to be published in 2015,

The launch of three new Working Groups on Boards Selection (with Korn Ferry), on Comply or

Explain Principle (Mazars), on Directors’ Duties and Liabilities (AIG),

An annual conference with the theme “Board Selection Process – Assembling the right pieces

for a dynamic effective and balanced board”,

A high-level roundtable discussion at the European Commission on CG for Family Businesses,

Two sessions of development programmes for directors,

Speech and partnership for the Milan CG Conference under the Italian presidency,

Meetings with MEPs,

Presence at hearings organised at the European Parliament,

Regular EU Alerts and EU Updates on CG and company law,

An updated benchmark on the business models of ecoDa’s members,

A benchmark on how the IoDs are organizing their members’ networks,

A Directors’ Note on the one tier and two tier system in cooperation with Nautadutilh,

ecoDa 10th Anniversary strategy (including a new logo type and national events in Stockholm

and in Ljubljana),

A board book tool for the ecoDa board and its Communication Committees.

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LIST OF PEOPLE INVOLVED IN ECODA (2014):

Board: Maarit Aarni-Sirviö [The Directors' Institute of Finland],

Juan Alvarez-Vijande [ICA-A],

Marie-Jeanne Chèvremont [ILA] – as from April 2014,

Peter Dehnen [VARD],

Lars-Erik Forsgardh [The Swedish Academy of Board Directors], Chair

Daniel Lebègue [IFA],

Jan-Hendrik Ockels [NCD] – formally appointed in April 2014,

Paola Schwizer [Nedcommunity]- as from June 2014,

Irena Prijovic [SDA],

Turid Elisabeth Solvang [The Norwegian Institute of Directors],

Lutgart Van den Berghe [Guberna],

Simon Walker [IoD]

Patrick Zurstrassen [ILA] – until April 2014.

Administrative Committee: Patrick Zurstrassen (past chair) - until April 2014,

Philippe Decleire (treasurer)

Béatrice Richez-Baum (secretary general)

Lars-Erik Forsgårdh (Chair)

Policy Committee: Lutgart Van den Berghe [Guberna], Chair

Marie-Ange Andrieux (IFA),

Roger Barker (IoD),

Pierre Alexandre Dagehet (ILA),

Philippe Decleire,

Pascal Durand-Barthez (IFA),

Hana Horak (Croatian Institute of directors),

Fernando Iguarta (IC-A),

Per Lekvall (StyrelseAkademien),

Oliver Parry (IoD),

Gorazd Podbevšek (the Slovenian Directors’ Association),

Juha Salonen (Directors’ Institute of Finland),

Turid Elisabeth Solvang (the Norwegian Institute of Directors),

Alessandra Stabilini (Nedcommunity),

Frank Van den Akker (NCD),

Béatrice Richez-Baum (ecoDa).

Benchmarking and Information Committee:

Richard Zisswiller (IFA), Chair

Marie Chambourdon (ILA),

Liesbeth De Ridder (Guberna),

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Jacques Grisé (CAS),

Hana Horak (the Croatian Institute of Directors),

Oliver Parry (IoD)

Irena Prijovic (the Slovenian Directors’ Association),

Turid Elisabeth Solvang (the Norwegian Institute of Directors),

Christina Rosello (Nedcomunity)

Béatrice Richez-Baum (ecoDa).

Education Committee: Roger Barker

Gilles Bernier (CAS),

Jean Coroller (IFA),

Peter Dehnen (VARD),

Abigail Levrau (Guberna),

Marina Mesin (the Croatian Institute of directors),

Jan Hendrik Ockels (NCD),

Christer Ridstrom (StyrelseAkademien),

Rada Sibila (the Slovenian Directors’ Association),

Luis Sancho (IC-A),

Merja Strengell (the Directors’ Institute of Finland),

Véronique Vansaen (ILA),

Richard Zisswiller (IFA)

Béatrice Richez-Baum (ecoDa).

Communication Committee: Suzanne Lliljegren (StyrelseAkademien), Chair

Ineke Claus (Guberna),

Clémence Decortiat (IFA),

Maija Hiiri (Directors’ Institute of Finland),

Marie Chambourdon (ILA),

Christian May (IoD),

Rada Sibila (The Slovenian Directors’ Association)

Béatrice Richez-Baum (ecoDa).

Membership Committee: Philippe Decleire, Chair

Irena Prijovic (the Slovenian Directors’ Associations),

Jan Henrik Ockels (NCD),

Béatrice Richez-Baum (Secretary General).

WG on Board Selection: Turid Elisabeth Solvang (the Norwegian Institute of Directors), Chair

Marie-Ange Andrieux (IFA),

Roger Barker (IoD),

Hnia Ben Salah (Guberna),

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Stefan Hjelmqwist (Swedish Academy of Boards Directors),

Irena Prijovic (SDA),

Merja Strengell (Directors’ Institute of Finland),

Jan Hendrik Ockels (NCD),

Dominic Schofield (Korn Ferry),

Paola Schwizer (Nedcommunity),

Krista Walochik (IC-A),

Gerard Van Vliet (NCD)

Béatrice Richez-Baum (ecoDa).

WG on the Comply or Explain Principle: Lutgart Van den Berghe (Guberna), Chair

Maurice Bauer (ILA),

Beata Binek (Polish Institute of Directors),

Anthony Carey (Mazars),

Christine Darville (Guberna),

Fabrice Demarigny (Mazars),

Annelies de Wilde (Guberna),

Carolyn Dittmeir (Nedcommunity),

David Herbinet (Mazars),

Per Lekvall (Swedish Academy of Board Directors),

Leena Linnainmaa (The Directors’ Institute of Finland),

Martin Meijer (NCD),

Anne Outin-Adam (IFA),

Oliver Parry (IoD),

Irena Prijovic (SDA),

Alexia Perversi (Mazars)

Béatrice Richez-Baum.

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ecoDa MEMBERS (2014)

Full members: The British Institute of Directors (IoD)

The Belgian “GUBERNA”

The French “IFA”

The Luxembourgish “ILA”

“The Directors' Institute of Finland”

The Spanish institute "Instituto de Consejeros – Administradores"

“The Slovenian Directors' Association”

“The Polish Institute of Directors”

“The Norwegian Institute of Directors”

“The Swedish Academy of Board Directors”

“Vereinigung der Aufsichtsrate in Deutschland e.V.”, VARD

The Dutch “Nederlandse vereniging van Commissarissen en Directeuren”

The Italian “Nedcommunity”

ecoDa affiliated members: The Croatian Institute of Directors

The Macedonian Institute of Directors,

The Institute of Chartered Secretaries and Administrators, ICSA

The Institute of Business Ethics, IBE

The Confederation of Institutes of Internal Auditors, ECIIA

L’Association des femmes diplômées d'expertise comptable administrateurs, AFECA

Corporate Associates: The Danish Board Network

Mazars

AIG

Korn Ferry

Nasdaq/Directors Desk

Academic Members: The Collège des administrateurs de sociétés (CAS),

The Directors College in Canada

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It was an honor for me to take up the role of ecoDa chair and to succeed to Patrick Zurstrassen whose contribution was extremely beneficial to the long-term sustainability of our Confederation. Being based in Sweden, it is a challenge for me to maintain a foothold on the European scene. However, our General Secretary and I have set up a modus operandi that optimizes the information flow for a successful interaction. I have personally invested a lot of time to ensure ecoDa’s visibility not only in Brussels but also at events organized abroad. Let me take the examples of the European Corporate Governance Conference organized in Milan where I addressed our opinion on the

shareholders’ rights directive or the GNDI executive meeting in Toronto where representatives of the leading institutes of directors in the world defined strategy for coordinating their approaches on specific Corporate Governance issues and for stimulating better communication. It is encouraging to see the demand for more synergy among national institutes of directors not only at the European level but also at the international level. The accession of Nedcommunity, the Italian institute of directors, to ecoDa underlines this continuing trend. 2014 was marked by the European Parliamentary elections and the appointment of a new European Commission. Having expressed our concern on unit Markt F2 (corporate governance, social responsibility) moving from DG internal market and services (Markt) to the directorate-general for justice (JUST), we continued to be busy on the legislative front advocating for a better connection between Corporate Governance and European competitiveness. The topic that has caught much of our attention was the draft shareholders’ rights directive where the core roles of boards were at stake. We reiterated that boards of directors are the central actors and the delicate equilibrium between the respective roles and duties of a shareholders’ meeting versus a board of directors should not be overhauled. It goes without saying that we will not lower our guard in 2015. The promotion of good Corporate Governance and professional board members remains our ultimate goal. All past chairs - including Daniel Lebègue who left our board - have largely contributed to this common objective. Our 10th anniversary event in 2015 will be the opportunity to reassert our commitment and to bring a forward-looking perspective. We are fortunate to have a pool of talented people within our board and our different committees who have supported ecoDa in developing our 2014 objectives. I would underline the tremendous roles played by Lutgart Van den Berghe (Guberna) and Roger Barker (IoD) whose engagements remain over years. Suzanne Liljegren (Swedish Academy of Board Directors) and Richard Zisswiller (IFA) also played an important part in stimulating new initiatives. I have been also well supported in my functions by the international committee of the Swedish Academy of Board Directors and by our cooperative General Secretary, Béatrice Richez-Baum.

LETTER FROM THE CHAIR

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2014 was definitely a year of renewal for the European Institutions with a new European Commission and newly elected MEPs. It was also a year of change for ecoDa with Lars-Erik Forsgårdh appointed as new chair, a new office to welcome our members in a nice and professional environment, and with myself having taking on a full time position with ecoDa. Given this new environment, we wanted to enhance our visibility and build new contacts with the European Parliament. Even though the Unit responsible for Corporate Governance moved from DG Markt to DG Justice, the persons in charge remain the same and we are able to

maintain good professional relationships. We strived to engage more of our board members with our sister organizations, such as EuropeanIssuers, and to foster more connections at board level.

We have raised our profile in Brussels by reacting to the draft shareholders’ rights directive. ecoDa has indeed fulfilled its mission by defending the interests of the European board members. Beyond the issues addressed at European level, ecoDa was engaged to a certain extent in the international Corporate Governance debates. Our Policy Committee addressed its opinion on the review of the OECD CG Principles prior to the public consultation launched in November 2014. Following the memorandum of understanding with the IFC (World Bank), we have contributed to a publication that highlights the EU corporate governance framework.

Our annual conference had a theme of board selection process and our high level round table discussion on CG for family businesses have also, without any doubt, contributed to our raised profile. We also took on a more proactive role focusing on the need for a more professional way of working at board level. With an over reaching theme of “The Professionalism of Directors – Key to European Competitiveness” we wanted to contribute to a globally competitive Europe through improved work at board level.

Given that ecoDa wants to position itself as a proactive organization, we have developed three new working groups that all address important topics for board members. Korn Ferry provides its expertise in our working group on board selection. Board composition is a crucial condition to reach the goal of good governance and board effectiveness. The renewal of the board constitutes a cornerstone in a company’s life and shareholders have the duties to select a strong board as well as to monitor the quality of the board work and its performance. We hope to develop a guideline by April 2015.

AIG has kindly accepted to help us with the topic of directors’ duties and liabilities. Defining the right D&O (Directors and officers liability) insurance for cross-border board mandates should encourage the Europeanisation of boardrooms.

Last but not least, ecoDa has always underlined the importance of making the existing framework of regulation and self-regulation work more effectively by promoting a better implementation and higher quality explanations. A way of improving governance effectiveness is to make better use of the principle of ‘comply-or-explain’, a principle fully backed and supported by ecoDa. With the support of Mazars and the European Corporate Governance Codes Network, ecoDa has started to analyse how compliance with the code is being monitored in different European countries.

SECRETARY GENERAL’S REVIEW

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I would like to warmly thank all the members of ecoDa for their support and their contribution to all our committees and working groups. ecoDa will celebrate its 10th anniversary next year and I am proud to say that ecoDa remains a young and dynamic confederation thanks to the involvement of its members.

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In April 2014, the Board of Directors of ecoDa elected Lars-Erik

Forsgårdh of the Swedish Academy of Board Directors as chairman. It

was the common understanding of the board that following Lars-Erik

Forsgårdh, Turid Elisabeth Solvang of the Norwegian Institute of

Directors will succeed as chairwoman. The board agreed to pursue its

efforts to rotate the chairmanship among the different member

countries of ecoDa. The board deeply thanked the outgoing ecoDa

chairman, Patrick Zurstrassen who has shown exemplary leadership

over the past three years and made outstanding contributions to the

development of ecoDa. Patrick Zurstrassen was appointed honorary

chair. A press release was issued at the time.

Lars-Erik Forsgårdh - Biography: Lars-Erik Forsgårdh (LEF) is a member of the board of ecoDa since 2012 and chairman of the Swedish Academy of Board Directors since 2008. The Academy has 6000 members and is the leading actor in board education in Sweden. Since 2007 LEF is also the chairman of The Swedish Society for Share Promotion, an organization that annually informs 20.000 students on how to handle their private economy. Lars-Erik Forsgårdh has a doctor´s degree in Business Administration, Finance and Accounting from The Stockholm School of Economics, where he worked as a teacher and researcher between 1969 and 1979. In 1979 LEF and his four sisters and brothers inherited the family´s business. LEF was CEO between 1979 and 1984 and chairman between 1979 and 2007. In 1984 Lars-Erik Forsgårdh was appointed CEO of The Swedish Shareholders´ Association. He is the cofounder of Euroshareholders and in 1993 the Association presented the first corporate governance code in Sweden. LEF retired in 2006. With more than 100.000 individual members the Association became a very influential player in the Swedish stock market. Lars-Erik Forsgårdh was a member of The Swedish Corporate Governance Board from the introduction of the Swedish Code in 2005 until 2012. LEF has an extensive experience of chairing boards of different types of companies and organizations as well as being a member of boards in both listed and non-listed companies.

PART 1 – BUSINESS REVIEW

A – Our Governance

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In November 2014, Daniel Lebègue, past Chair of the French Institute of

Directors, left ecoDa's board after having played a crucial role in

initiating and starting ecoDa and he served almost 10 years on ecoDa's

board. ecoDa board expressed its gratitude to Daniel Lebègue for his

important contribution to ecoDa and hopes to keep him involved in the

future in his capacity as honorary chair.

In April 2014, Marie-Jeanne Chèvremont was appointed board member as well as was Jan Hendrik Hockels. Marie-Jeanne Chèvremont is the Chair of the Luxembourguish Institute of Directors ILA, and she acts as adviser to CEO’s and is independent director on the board of several companies Jan Hendrik Hockels is the former Vice-Chair of NCD, and has been the CEO of several business units. Now being a business consultant, he coaches individuals as well as teams to improve their effectiveness and performance. In June 2014, following the accession of Nedcommunity, ecoDa board welcomed Paola Schwizer as a new board member. Paola Schwizer is chair of Nedcommunity, Professor in Financial Markets and Institutions at University of Parma and Professor at the Banking and Insurance Department of SDA Bocconi School of Management - Member of the board of directors of Credito Emiliano S.p.A., of the board of statutory auditors of several financial intermediaries and of the board of directors of Università del Salento & member of Editorial Board of the Journal of Management and Governance. In April 2014, Lutgart Van den Berghe (ecoDa board member, Executive Director of Guberna) kindly accepted to chair the ecoDa Nomination Committee. ecoDa Policy Committee keeps an overview of the streams of legislative proposals. The Policy Committee is supported by three new working groups. These working groups work on specific CG topics where ecoDa wants to be proactive with the support of its Corporate Associates. Lutgart Van Berghe has been appointed chair of the WG on the Comply or Explain principle in cooperation with Mazars, Roger Barker has been nominated to chair the WG on Directors’ Duties & liabilities with AIG and Turid Elisabeth Solvang has pursued her role as chair of the WG on Board Selection with the support of Korn Ferry. Their individual reports are set out below. In March 2014, ecoDa turned the part-time position of the Secretary General into a full time position. Béatrice Richez-Baum now dedicates her time to ecoDa. She is employed under the Belgian regime and she is still assisted by an assistant, Xiaoji Zhang.

In April 2014, ecoDa moved to larger office space. The new office is still located in the hearth of the European district close to the European Institutions buildings (41 avenue des Arts – 1040 Brussels). The new development enables the confederation to accommodate its members in a welcoming environment.

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As a legitimate speaking partner to the European institutions, ecoDa tries to enlarge its

representativeness throughout Europe attracting new national institutes of directors and help create

institutes where they don’t exist.

Nedcommunity in Italy joined ecoDa in June 2014, which brings the number of ecoDa’s

members (national institutes of directors being full members, affiliated members or corporate

associates) to 16.

Nedcommunity is the first Italian based association aiming at enhancing,

supporting and developing the role of non-executive directors and supervisory

board members. The association promotes dialogue on corporate governance

issues, basically through communities, research and teamwork on relevant

topics at domestic and international level. Association members are non-

executive and independent directors, members of statutory audit and

supervisory boards, from listed companies or groups or from large non listed

companies. The association is also open to researchers, experts and young

professionals who are interested in corporate governance.

Nedcommunity in short:

- A Community of practice

- A new Observatory on corporate governance of listed companies,

Effective Governance Outlook (EGO),

- 4 Open Reflection Groups,

- Monthly meetings to debate key issues in corporate governance,

- Various Road Shows,

- Different publications,

- Training in cooperation with universities, business schools,

professional associations, etc.

In 2014, the Dutch NCD merged with NKCC to represent an even more important member

institute in the Netherlands.

ecoDa has welcomed the Canadian Directors’ College as a new academic member. The

Directors College is a joint venture with the Conference Board of Canada and McMaster

University's DeGroote School of Business.

B – Our Network

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In addition, ecoDa has been active in approaching potential new members.

ecoDa organised dinners for members in connection with board meetings in order to provide

for more networking opportunities and increase membership value. Our strategic board

meeting was hosted by our Luxembourgish member (ILA) in January 2014.

As the European voice of directors, ecoDa is involved in an international network of IoDs (GNDI). The

aim is to raise the ecoDa awareness of CG trends outside Europe and to take common positions when

needed.

The GNDI issued a perspective paper on curbing excessive short-termism in May 2014.

ecoDa Chair, Lars-Erik Forsgårdh, joined the GNDI Executive Committee in Toronto on 15-16

September. GNDI Website

Forward looking:

The GNDI was finalising its Guiding CG Principles In December 2014/ January 2015.

As an open organisation, ecoDa has signed up partnership agreements with four different Corporate

Associates and has pursued its good relationships with ICSA (Institute of Chartered Secretaries and

Administrators), ECIIA (European Confederation of Institutes of Internal Auditors), IBE (Institute of

Business Ethics), AFECA (Association des Femmes Diplômées d'Expertise Comptable), and EWoB

(European Women on Boards).

In 2014, Korn/Ferry, AIG, Mazars and Nasdaq have joined ecoDa as Corporate Associates.

These agreements include notably exclusive thematic partnership, i.e. Korn/Ferry [Boards’

selection process], AIG [Directors’ duties & liabilities], and Mazars [Comply or Explain Principle]

and Nasdaq [board book tools].

While Korn/Ferry was already involved in ecoDa’s education programme in the past, AIG has

joined the programme following its affiliation as Corporate Associate.

Thanks to the partnership with Nasdaq, ecoDa board and ecoDa Communication Committee

have access to a board book tool which means less paper, less costs, and more social

interaction within the board. All the latest updates are now uploaded easily while preserving

the board members’ notes. This development also positions ecoDa at the forefront to better

understand all the new opportunities and risks linked to electronic board book tools.

Forward looking:

A first advisory committee with Corporate Associates will be organised in April

2015.

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In 2014 ecoDa continued to build links with other stakeholders in Brussels. Béatrice Richez-

Baum joined the quarterly lunches organized by EuropeanIssuers with the representatives of

different organizations like BusinessEurope, FERMA, ECIIA etc. In November 2014, Luc

Vansteekiste, Chairman and Susannah Haan, Secretary General, EuropeanIssuers were invited

to an ecoDa board meeting. Béatrice Richez-Baum provides the IFA’s International Commission

with regular input. She spoke also at a breakfast event organized on 20 June 2014 by IFA.

On 22 September 2014, Béatrice Richez-Baum, Roger Barker (IoD), Beata Binek (Polish Institute

of Directors) and Marie-Ange Andrieux (IFA/AFECA) took part in a meeting organized by the

OECD for the MENA region. The objective was to learn about the functioning of ecoDa and its

existing institutes of directors.

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As a representative body, ecoDa intends not only to react to the European initiatives taken in the field

of CG but also to be proactive on specific items that ecoDa considers important for the improvement of

Corporate Governance in Europe.

ECODA’S REACTION ON THE DRAFT DIRECTIVE ON SHAREHOLDERS’ RIGHTS

The original Shareholders’ Rights Directive agreed in 2007 improved shareholders’ access to company

information and allowed them to vote by distance. This revision is more ambitious and includes

proposals that pursues a number of different objectives such as increasing shareholder participation

and promoting the Commission’s wider objective of improving the environment for the long term

financing of the European economy. The disclosure of the relationship between the asset manager and

institutional investor is a core element of the proposal. A second element is the requirement for

greater disclosure of the remuneration of the directors’ of listed companies. The proposal broadly

extends disclosure requirements that have been introduced to the financial services sector.

ecoDa’s position [Extract]:

1. The European Institutions should not jeopardize Corporate Governance structures in

companies. It is essential to keep boards of directors as the central actors and not to

overhaul the delicate equilibrium between the respective roles and duties of a

shareholders’ meeting versus a board of directors, while not curing the intrinsic

problem of accountability of the board towards shareholders.

2. It is important that boards keep the leadership in defining the level and the structure

of the management remuneration while the remuneration of directors has to be

decided by the shareholders.

3. It is not realistic to turn inactive shareholders into micro-managers. ecoDa is doubtful

whether the directive will lead to more engagement and long-term thinking from

institutional investors.

4. In order not to create more risk-averse listed companies, society should not impose

strategic choices on the owners of privately held companies.

In 2014 we have seen a lot of discussions regarding the shareholders’ rights directive and ecoDa was

actively working on increasing its public presence.

October 15, 2014: Lutgart Van den Berghe (Chair, ecoDa Policy Committee) and Béatrice

Richez-Baum (ecoDa Secretary General) met the assistant of Sergio Cofferatti, Rapporteur at

the JURI Committee.

October 28, 2014 Lars-Erik Forsgårdh spoke at the 15th CG Conference in Milan.

C – Our Positions

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Lars-Erik Forsgårdh raised a provocative question whether, after a binding Say on Pay, the European Commission was ready to take a step further to empower shareholders with strategy responsibilities.

November 11, 2014: Dinner with the Kangaroo Group at the European Parliament for Lars-

Erik Forsgårdh and Béatrice Richez-Baum (with Richard Howitt, MEP, Jeroen Hooijer, Head of

Unit, Corporate Governance and Social Responsibility, DG Markt, MEPs, Guy Jubb, Head of

Governance & Stewardship, Standard Life Investments, Martin Parkes, Director, Government

Affairs and Public Policy, Blackrock, Peter De Proft, Director General, European Fund and Asset

Management (EFAMA)).

Lars-Erik Forsgårdh presented shortly ecoDa’s position on the Say on Pay and he requested the Commission to put more attention on individual shareholders which are important for innovative small companies.

November 18, 2014: Lars-Erik Forsgårdh and Béatrice Richez-Baum met Olle Ludvigsson, the

rapporteur for ECON Committee.

November 18, 2014: A meeting with Pervenche Berès (ECON Committee, French) and Virginie

Rozière (JURI & IMCO Committee, French) for Lars-Erik Forsgårdh, Roger Barker, Suzanne

Liljegren and Béatrice Richez-Baum

November 26, 2014: Béatrice Richez-Baum participated to EuropeanIssuers Policy Committee

December 2, 2014: Lutgart Van den Berghe spoke at the hearing organized by the JURI

Committee at the European Parliament (video). While ICGN (see their paper) and Aviva

Investors (see their paper) were fully supportive of the directive, EuropeanIssuers and ISS were

- like ecoDa - more skeptical.

Lutgart Van den Berghe highlighted different points:

First and foremost, the draft directive does not take into

account the great heterogeneity in shareholders’ models throughout

Europe. The dispersed shareholding model is by far not the prevailing

form of listed companies throughout the EU. Assuming that institutional

shareholders are the most important shareholder group in the EU is not

correct either. Even the institutional shareholders with a long-term

approach like insurance company and pension funds have decreased

their corporate share-ownership from 28% to 8% in Europe in 2012.

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When it comes to the dispersed shareholding model of listed companies, the

directive does not bring all the needed recipes to solve the barriers inherent to

this system.

European legislators think that they can just turn inactive shareholders into micro-

managers by providing them with more duties and by enhancing transparency.

As long as the business model of institutional investors is based on transactions

and not on active monitoring, it will be difficult to use regulation to foster active

long-term shareholders.

Transparency is certainly important to solve the problem of complex investment

chains but the main question of who is going “to monitor the monitors” remains.

December 2, 2014: Second meeting for Lutgart Van den Berghe with the assistant of Sergio

Cofferati.

December 9, 2014: Béatrice Richez-Baum participated to a dinner organized by Standard Life

Investment.

Béatrice Richez-Baum feared the risk that the draft directive would be expanded to different topics - like mandatory employee representation in boardrooms - that have nothing to do in a directive on shareholders’ rights. The directive is about shareholders’ rights. It should concentrate on how to get shareholders performing a monitoring role and how to get more long term oriented shareholders. The issues are too complex to expand the focus.

December 10, 2014: Lutgart Van den Berghe took the floor at the hearing at the European

Parliament organized by the S&D Group

Lutgart Van den Berghe highlighted notable that academic studies show that remunerations are higher in Germany. There is clear evidence that employee board members have no great influence on executive pay. What really matters is the shareholders’ model in place in the countries. Indeed, the higher disperse the shareholders’ model is, the higher executive the remuneration is.

On 8 December, the draft Opinion of the ECON Committee was discussed at the European Parliament.

The Socialist and Democrats Group and the Greens started to expand the debate calling for

strengthening workers' voice in corporate boards. ecoDa issued a press release to express that even if

employees’ participation in boardrooms is part of diversity and can have many positive effects on

companies, ecoDa would not support the idea of mandatory employees’ representation. Companies

should have the freedom to define the best business model that suits their needs.

To promote its position outside the European Community, ecoDa developed an opinion piece entitled

“Will the Shareholders’ Rights Directive cure the short termism of European investors?” that was

published in an issue of a Risk & Compliance e-magazine and in the Belgian Newspaper ‘L’Echo’.

Forward looking:

A joint conference with ecoDa, EuropeanIssuers, BusinessEurope and ACCA was

planned for 3 February 2015.

ECODA ANNUAL REPORT 2014

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ECODA’S POSITION STATEMENT ON SOME MAJOR CORPORATE GOVERNANCE ISSUES

ADDRESSED TO THE INCOMING EUROPEAN COMMISSION AND EUROPEAN PARLIAMENT

While the European Commission was preparing technical notes for the new Commissioners and their staff to be appointed and while MEPs started their election campaigns, ecoDa tried to grasp the governance priorities Europe is confronted with. ecoDa highlighted the following topics:

1. Board room professionalism – Optimizing boardroom dynamics and leadership, professional director development and board independence.

2. Duties and rights of shareholders – Promoting active & long term ownership 3. International level playing field - Finding the right balance between the need for further

promoting the single European market while making optimal use of the rich diversity in governance models throughout Europe – Building more proportionality within the governance regulations.

4. Developing the right governance framework for different ownership structures and models.

ecoDa’s position [Extract]:

Given the important role director institutes can play in promoting director education,

ecoDa is looking for European support in the development of new director institutes

in those member states where such organisations have not yet been set up.

ecoDa wants more recognition of the diversity of Corporate Governance models

throughout Europe and building on it rather than feeling hampered by it.

ecoDa uderlines the need for making the existing framework of regulation and self-

regulation work more effectively by promoting a better implementation and higher

quality explanations. To this end, ecoDa suggests the EU to further optimize the

national expertise gained and develop European guidance (on transparency as well as

on clearly defining the role and duties of the board and the shareholders in monitoring

good governance).

A business sector that also deserves some special attention is the governance within

(multinational) groups of companies and the specific rights and duties of subsidiary

boards (and their directors).

ecoDa position was promoted also to the new MEPs and the new Commission.

ECODA’S REACTION TO THE EUROPEAN COMMISSION’S PROPOSAL ON DISCLOSURE OF

NON-FINANCIAL AND DIVERSITY INFORMATION

Large public-interest entities (mainly listed companies and financial institutions) with more than 500

employees will be required to disclose relevant and useful environmental and social information in

their management reports. This includes listed companies as well as some unlisted companies, such as

banks, insurance companies, and other companies that are so designated by Member States because

ECODA ANNUAL REPORT 2014

Page 20

of their activities, size or number of employees. The scope includes approx. 6 000 large companies and

groups across the EU. The approach taken ensures that administrative burden is kept to a minimum.

Companies will be required to disclose concise, useful information necessary for an understanding of

their development, performance, position and impact of their activity, rather than a fully-fledged and

detailed report. Furthermore, disclosures may be provided at group level, rather than by each

individual affiliate within a group.

ecoDa’s position [Extract]:

Today there is no European standard reference framework for disclosing such non-

financial information: for NF reporting, there is no equivalent to the IFRS framework

for disclosing financial information. It would be useful to analyse how this proposal fits

with the trend towards “integrated reporting”, on the basis of international initiatives

in this field.

In general, it is quite difficult to measure a number of qualitative non-financial

indicators or find generally accepted definitions and measuring techniques.

The relevant reference data are quite different from one company to another, from

one sector to another, from one country to another. Moreover, there is the question

‘How to fit the European NF reporting proposal within individual countries’ corporate

governance frameworks, tax and corporate law’.

The obligation to publish non-financial and diversity information might risk fostering

more of a culture of reporting instead of a culture of commitment and engagement.

Such additional obligations might seriously increase directors’ liabilities.

The risk of revealing more strategic elements to competitors should be limited and

ecoDa warns against a wide-ranging, exhaustive reporting obligation. Therefore it

might be wise to take into account the Commission’s work in progress on

Trade/Business secrets.

The European Parliament adopted this legislation in plenary in April 2015. The Council formally adopted

it on 29 September 2014. Member states will have 2 years to incorporate the new provisions into

domestic law which will be applicable in 2017.

OPINION ON UNIT MARKT F2 (CORPORATE GOVERNANCE, SOCIAL RESPONSIBILITY)

MOVING FROM DG INTERNAL MARKET AND SERVICES (MARKT) TO THE DIRECTORATE-

GENERAL FOR JUSTICE (JUST)

On 1st October 2013, ecoDa created a coalition with EuropeanIssuers to express its concern over the

consequences that may result from moving Unit MARKT F2 (Corporate Governance, Social

Responsibility) from DG Internal Market and Services (MARKT) to the Directorate-General for Justice

(JUST).

A joint letter was sent to Martin Selmayr Head of Transition team (Juncker’s Cabinet).

ECODA ANNUAL REPORT 2014

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Joint ecoDa/EuropeanIssuers letter [Extract]:

Much of corporate governance is not a matter of legislation, but of best practice,

behaviour and culture. Moving such a matter from MARKT to JUST would in this sense

send the wrong signal against self-regulation and the role of national corporate

governance codes.

Disconnecting Corporate Governance from enterprises and from the internal market

would therefore risk removing support for the sustainability and the competitiveness

of European companies and in the end lose the link between company law and value

creation.

Corporate Governance should not be confined to the social, political agenda; it

extends beyond diversity of boards and gender equality.

ecoDa and EuropeanIssuers addressed their statement in a briefing note that was sent to Members of

the European Parliament in advance of the Hearings of the Commissioners Designate.

Thanks to the support of the British IoD, the Financial Times issued on 1 October 2014 an article

entitled “Ask new commissioners some tough questions” which repeated the same statement.

REVIEW OF THE OECD CG PRINCIPLES: REACTION AHEAD THE FORMAL CONSULTATION

ecoDa provided its perspective on some of the key issues identified by the OECD discussion paper:

Expert Consultation on the Review of the OECD Principles of Corporate Governance, published on 17

March 2014.

ecoDa’s opinion [Extract]:

ecoDa emphasizes the central role played by the board of directors in corporate

governance. An independently-minded board is uniquely well-placed to oversee

the best interests of the organisation. Unlike most external stakeholders (including

shareholders), it has unrestricted access to the company’s management,

information and resources. Furthermore, an effective and well-balanced board

contains individuals with a significant amount of relevant experience, expertise

and business acumen.

What concerns ecoDa is that “good governance” is increasingly being defined in

terms of shifting key decision-making powers from the board to shareholders or

other stakeholders (e.g. in respect of the “say on pay” or related party

transactions). We perceive that this approach may be underminded by an implicit

mistrust of boards by policy makers and wider society.

In November 2014, the OECD invited public comment on a draft text of the revised Principles of

Corporate Governance.

ECODA ANNUAL REPORT 2014

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AN UPCOMING PUBLICATION

Following working group meeting organized jointly by IFC (World Bank) and ecoDa on the current EU

corporate governance issues in December 2013. The IFC has developed a publication which highlights

the EU corporate governance framework and priorities that EU candidate and potential candidate

countries, as well as countries seeking to increase trade with EU members or attract investors, should

take into account. ecoDa and its members have provided inputs and comments to the IFC.

Forward looking:

The publication is due to be issued in Spring 2015.

GNDI RECOMMENDATIONS ON CURVING EXCESSIVE SHORT- TERMISM

As a member of the Global Network of Directors’ Institutes (GNDI), ecoDa has contributed to its

position papers such as the one on Curving Excessive Short Termism.

GNDI position [Extract]

Boards should consider developing and disclosing a clear framework for managing

long-term value creation and curbing excessive short-termism.

GNDI suggested practices, which extend beyond minimum regulatory

requirements that boards of listed companies could adopt to help foster

longer-term value creation. Importantly, long-term corporate success is likely to

require that the board be committed to working with management, influencing

management to focus on long-term value creation, and providing support if

management face short-term pressures. It is also important to bear in mind that

what is appropriate for one company will not necessarily be appropriate for

another.

ECODA ANNUAL REPORT 2014

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As an information provider, ecoDa provides its members with regular updates on what it is going at EU

level in terms of Corporate Governance. ecoDa also remains an important source of information for non-

ecoDa members.

WEEKLY EU UPDATES AND QUARTERLY REPORTS

ecoDa’s secretariat general sent weekly EU Alerts as well as quarterly comprehensive reports with

details regarding the different legislative procedures.

The format of the EU Alerts has changed in 2014.

Each EU Alert is now numbered and refers to the

number of the ongoing week.

The member institutes are now able to archive all

the information and to post it on their websites

easier.

AN UPDATED WEBSITE AND INTERNAL/EXTERNAL NEWSLETTERS

ecoDa updates its website regularly. The

Communication Committee is there to provide

advises and recommendations.

D – Our Intelligence

ECODA ANNUAL REPORT 2014

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As a confederation willing to share information, ecoDa relies on its members to get access to the national

developments on Corporate Governance in Europe and to collect the best CG practices in Europe.

A DIRECTORS’ NOTE ON THE ONE TIER / TWO TIER SYSTEM

ecoDa has developed a Directors’ note on the one tier and

two tier system in close cooperation with the law firm,

NautaDutilh. ecoDa highlighted the main differences

between one-tier and two-tier governance models in order

to help companies understand the consequences of each

type of system.

Although the European Union is trying to eliminate the

differences, corporate law and governance still vary greatly throughout Europe, due to a long history

of country-specific socio-economic approaches to the organisation of business and social priorities.

In the two-tier system, a supervisory board oversees, but does not define, corporate strategy. In this

system, there is a clear separation between management and supervision or oversight. In the one-tier

system, on the other hand, the same board governs the company, defines its strategy and addresses

performance-related issues.

Advocates of the two-tier model point out that separating management and oversight creates

independence, which makes sense. Proponents of the one-tier system, on the other hand, consider

that having both executive and non-executive members on the same body ensures a better flow of

information and helps overcome some of the problems boards typically face understanding what is

going on within the company. They argue that the one-tier system enables non-executive members to

see how executives work together as a team. On the other hand, it is not always easy for non-executive

members to distinguish between management and oversight.

The one-tier system is often seen as characteristic of English-speaking countries, while the two-tier

system is also known as the German model. The reality is more complex, however. The Nordic

Corporate Governance (CG) model is quite unique and provides for a hierarchical governance structure

with a direct chain of command from the general meeting, board to CEO. The Italian CG model

distinguishes between a management body (a sole director or a board of directors) and a controlling

organ (the so-called “board of auditors”).

This Directors’ Note is a tool to inform the politicians about the diversity of CG models in Europe.

ECODA ANNUAL REPORT 2014

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A COMPARATIVE DOCUMENT WITH ALL THE MEMBERS’ INTERNAL NETWORKS

ecoDa generates dialogue among its

members on their business models. One subject covered in 2014 was how the national

institutes stimulate networks for their members (e.g. clubs for specific board members).

BEST PRACTICES FOR NATIONAL INSTITUTES SEEKING TO DEVELOP LOCAL BRANCHES

Following a previous benchmark on the local branches developed by the member institutes, ecoDa

develops one page document highlighting the best practices.

INFORMATION ON THE RESEARCH COMMITTEES SET BY SOME MEMBER INSTITUTES

Academic work influences innovation in governance practices. Some member institutes have

developed research committees to build their credibility and notoriety. ecoDa invited some of its

members to testify their experience in this field so that the other institutes can learn and develop

similar initiatives.

ECODA ANNUAL REPORT 2014

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As an influencing body, ecoDa wants to take part in the CG debate and organises different roundtables

and events.

A HIGH-LEVEL ROUNDTABLE DISCUSSION ON CG FOR FAMILY BUSINESSES

ecoDa has organised a high-level roundtable discussion on family businesses and corporate

governance in cooperation with the European Commission on March 12, 2014. Family businesses

represent in fact a fundamental economic force in Europe (about 50% of jobs) and play an important

role in bringing stability with a responsible ownership approach and strong ethical values. Family

businesses are therefore completely in line with the EU 2020 strategy for sustainable growth and bring

the long term perspective that the EU would like to see implemented in all kinds of companies. The

objective of this roundtable discussion was to better understand the strengths of those family

businesses but also the challenges that they might face. Indeed, in some countries, a lot of companies

belong already to the 5th or 6th generation, while in some other countries there is a large fall-out over

the third generation.

The conference was organised on the demand of the European

Commission. ecoDa gathered 35 high level experts to discuss this

topic in presence of Ugo Bassi (Director General of Capital and

Companies in the European Commission's Internal Market DG),

Antoine Mayaud (Mulliez), Philip Aminoff (Paulig Ab and Chairman

of Electrosonic Group Oy Ab), Ian Dormer (Former Chair IoD,

Managing Director, Rosh Engineering Ltd, Birtley, County Durham), Peter Englisch (Lead Partner |

Global family business competence centre, EY), prof. Lutgart Van den Berghe (Executive Director,

Guberna), Jeroen Hooijer (Head of Unit, European Commission), prof. dr. Van Eenennaam, Lars-Erik

Forsgårdh (Chair, The Swedish Academy of Board Directors, Former Chair and former CEO family

company), Philippe Haspeslagh, (Chairman/Director at several family businesses, Dean of Vlerick

Business School and Director of Guberna), Annapaola Negri-Clementi (Member of Nedcommunity and

founding partner of Negri-Clementi Law Firm), Valentine Fiévet (Vice-president of the Supervisory

board of Unibel), Pascal Viénot (Head of Mid-sized businesses Commission of IFA, and co-founder of

Associés en Gouvernance), Dominique Moorkens (Chairman of Alcopa, chairman of FamilyBusinessNet

Belgium), Viviane Neiter (Advisor and Replacement teacher in Corporate Governance and family

transmission of ownership / Board member of three listed family companies), Marcial Campos Calvo-

Sotelo (Independent Board Director of different large Spanish family business groups and member of

IC-A’s Professional Standard Committee), Jesus Casado, (European Family Businesses, Secretary

General) and Patrick Zurstrassen (ecoDa chair).

E – Our Events

ECODA ANNUAL REPORT 2014

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As any company, a family business needs to invest in developing a professional governance framework

and practice. However in a family business this governance exercise is extra complex given the two

spheres, respectively the business and the family; these may sometimes be perceived as two

conflicting universes. To this end it is necessary to clearly distinguish the development of two sets of

tailored governance -family governance and corporate governance-, with special attention for the

interface and interaction between the two.

Final recommendations [Extract]:

1) The speakers suggested the EU to support

initiatives to disseminate good practices and stimulate

more guidance on family and corporate governance. At

the same time a better understanding of the specific

characteristics, advantages and challenges of family

business might foster a better dialogue with these

companies and help in spreading awareness across

Europe that ownership structures really matter. It could be beneficial to foster a

comprehensive promotion of family businesses and integrate the now dispersed

responsibilities within the EU commission into one entity that focuses on this

important class of business and wealth creation, while at the same time

diversifying the approach according to the different types of family businesses

(e.g. listed versus unlisted companies).

2) The attention paid up to now in stimulating entrepreneurship and new start-ups

has not been complemented with sufficient attention for facilitating and

stimulating the long-term survival of family businesses.

3) The EU should foster entrepreneurship and promote “mini-enterprise” projects in

schools. It has been proven that children participating in those projects are keener

to become entrepreneurs.

4) To create sufficient liquidity for closed family businesses, it would be good to

promote different formats of internal liquidity vehicles (internal stock market,

solidarity fund) as well as formats that can be developed by banks (building

internal markets for share transactions).

5) Given the importance attached to active and long-term shareholders, the EU might

promote instruments for stimulating and favouring long term shareholders (such

as through differential voting rights, differential dividend rights as well as

preferred tax treatment of long term shareholders dividends).

6) Executive remuneration: has probably received too much attention in political and

media debates. A special point of attention, often raised in ecoDa’s policy

documents, is the importance to make a distinction between the remuneration of

executives and non-executive directors, as their remuneration is totally different.

More nuances in this respect would make the (European) guidelines more useful.

7) Another area of support might be to foster more professionalism in the board

room and stimulate training of directors.

ECODA ANNUAL REPORT 2014

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The main conclusion of this high-level roundtable discussion was that there is no demand at the level

of family businesses for developing new rules and regulations. Over-regulation is perceived as a threat.

Moreover, the EU should acknowledge that each family business has to find its own recipe for good

corporate governance and growth. There is no miracle recipe or one-size-fits-all solution.

The message has been clearly understood by the European Commission which decided not to take any

initiative in this field.

AN ANNUAL CONFERENCE ON THE BOARD SELECTION PROCESS: ASSEMBLING THE RIGHT

PIECES FOR A DYNAMIC, EFFECTIVE AND BALANCED BOARD

Boards’ diversity has been one of the key topics in Corporate Governance over the past years and

might remain high on the agenda until the formal adoption of the gender balance initiative by the

Council. If the method chosen to promote gender diversity has been controversial, there was a

common recognition that a more diverse board bring a broader range of perspectives, insights, and

views in relation to issues affecting the organization. Beyond diversity as such, what matters most for

European boards is getting the right competencies and expertise needed to complement existing skills

of the board and improve its value-added. If the goals to be achieved are clear, best practices are still

needed in order to foster the right selection process and to define the right profiles not only in order

to fulfil the legal requirements but to respond to the specific needs of the companies. This is why ecoDa

(The European Confederation of Directors’ Associations) organized its annual conference on the topic

of “the Board Selection Process: Assembling the Right Pieces for a Dynamic, Effective and Balanced

Board” in Brussels on April 29, 2014.

High level speakers included: Roger Barker (IoD), Jeroen Hooijer

(European Commission), Patrick Zurstrassen (ecoDa former chair),

Lutgart Van den Berghe (Guberna), Turid Elisabeth Solvang (The

Norwegian Institute of Directors), Torben Ballegard Sorensen

(President and CEO of Bang & Olufsen A/S (plc) Board Member

Electrolux, Pandora and Egmont Publishing), Fianna Jurdant (OECD),

Dominic Schofield (Korn Ferry), Marie-Jeanne Chèvremont (the Luxembourg Institute of Directors),

Tapani Varjas (Solidium Oy), Peter Montagnon (IBE), Jean-Claude Guez (Advisory Consultant to Senior

Management / former NED for 12 Years on UK PLCs Boards), Mike Everett (Standard Life Investment),

Bernd Rummel (European Banking Authority), Marianne Johnsen (Chair of the Nomination Committee

of different listed companies), Krista Walochik (Norman Broadbent), Lars-Erik Forsgårdh, just-elected

new ecoDa chair.

ECODA ANNUAL REPORT 2014

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Lessons learnt [Extract]:

In terms of defining the right profiles for board members:

Companies who manage this well define the ideal make-up

of the board in terms of factors including the balance of non-

executive to executive directors, the appropriate diversity

(including in relation to gender), skills, experience,

personality traits and length of tenure of board members. It

is indeed important to define the criteria to go from a long list

to a short list and a final selection.

The criteria have to integrate the legal requirements but in the financial sector board

members can have their own opinion and should be prepared to argue in front of

regulators.

Whenever there is a vacancy, one should not look for a copy of the board member

that leaves.

To find the appropriate board member, it is important to look beyond the CV and to

take into account the soft skills.

Beside quota law, quality should not be compromised

Chairs don’t have to be former CEOs. Advisory skills could be useful to lead the board

People with extensive business experience might lose capacities to be an active

listener.

Given the huge number of criteria to respect, companies should not consider the

independent directors as “the passe partout” to come to the most optimal mix.

Some key criteria to select a board member could be: right motivation, good

understanding of business, common sense, strategic brain, integrity, courage and

capacity to fit with the team.

Forward looking:

ecoDa and Korn Ferry will produce in 2015 a useful and informative reference of how

Boards currently recruit across the various European jurisdictions with guidelines on best

practice.

PARTICIPATION & PARTNERSHIP FOR THE 15TH EUROPEAN CG CONFERENCE IN MILAN

ecoDa has partnered with the organizers of the 15th European Corporate Governance & Company Law

Conference (that took place in Milan on October 28th and 29th).

Lars-Erik Forsgårdh was presenting the voice of ecoDa at that time. He intervened in the panel related

to “corporate governance and remuneration in European listed companies”. He addressed an

introductory speech.

ECODA ANNUAL REPORT 2014

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As a service provider for its members, ecoDa organises a two days programme for directors in

complement to the education programmes offered by its national members.

TWO SESSIONS OF ECODA DEVELOPMENT PROGRAMME

Since 2011, ecoDa has run a European module for directors and

supervisory board members seeking to gain a European

perspective on board functioning and CG. ecoDa organised its

two session in March and October 2014 with around 35

participants on average.

Since 2013, ecoDa benefits from an academic partnership with

INSEAD.

Forward looking:

ecoDa envisages to develop a mentoring

programme on a pilot basis.

TWO NATIONAL EVENTS IN PREPARATION OF ECODA 10th ANNIVERSARY

An ecoDa 10th anniversary event hosted by the Swedish Academy of Board Directors in cooperation

with the Danish Board Network and the Finnish Institute of Directors on 13 June 2014 (“The

Professionalism of Directors – Key to Nordic Competitiveness).

On October 22, the Slovenian Directors' Association, SDA hosted a Corporate Governance Conference

2014 on the occasion of ecoDa 10th Anniversary. The title of the conference was “The value adding

supervisory boards: Going beyond the classical oversight”.

ECODA ANNUAL REPORT 2014

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ecoDa’s Board of Directors was composed of:

Maarit Aarni-Sirviö [Finland],

Juan Alvarez-Vijande [Spain],

Marie-Jeanne Chèvremont [Luxembourg] – as from April 2014,

Peter Dehnen [Germany],

Lars-Erik Forsgardh [Sweden], Chair

Daniel Lebègue [France],

Jan-Hendrik Ockels [The Netherlands] – formally appointed in April 2014,

Paola Schwizer [Italy]- as from June 2014,

Irena Prijovic [Slovenia],

Turid Elisabeth Solvang [Norway],

Lutgart Van den Berghe [Belgium],

Simon Walker [UK]

Patrick Zurstrassen [Luxembourg] – until April 2014.

Philippe Decleire acts as the treasurer. All the chairpersons of ecoDa committees were invited to the

board meetings as observers (Roger Barker, Philippe Decleire, Suzanne Liljegren and Richard

Zisswiller).

In 2014, ecoDa’s board met 6 times (including one conference call). The strategic board meeting in

January 2014 was kindly hosted by the Luxembourgish Institute of Directors (ILA) in Luxembourg. The

other meetings were held in Brussels.

Induction sessions were organised for the new board members.

Achievements:

In June 2014, the board agreed to focus more on policy matters with shortened reports from

the committees and to include presentations from European institutions and peer

organizations.

In June 2014, rules of conduct have been approved.

The Nomination and Evaluation Committee was chaired by Daniel Lebègue (IFA) until April 2014.

Lutgart Van den Berghe (Guberna) succeeded as chair in April 2014. The Nomination Committee was

composed of Juan Alvarez-Vijande (IC-A), Turid Solvang (The Norwegian Institute of Directors) and Jan

Hendrik Ockels (NCD) who joined in June 2014. Béatrice Richez-Baum attends committee meetings as

an observer.

The Nomination Committee had 3 conference calls/ meetings in 2014.

PART 2 – ACTIVITY REVIEW BY COMMITTEES 22 A- Our Board and General Meeting

B- Our Nomination & Evaluation Committee

ECODA ANNUAL REPORT 2014

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Achievements:

Proposal for the next chairs,

Review of the induction material,

Recommendations for the renewal of Committees Chairs’ mandates,

Definition of a new mission statement: “The Nomination Committee supports ecoDa’s board

and operates as a committee of the board. The Nomination Committee is responsible for

assessing the applications and for putting recommendations for the best suitable people to

chair ecoDa and its different committees/working groups. The Nomination Committee helps

shape ecoDa corporate governance 1- by assessing the performance of the board and

appraising the right framework for committees’ assessment, 2- by overseeing the smooth

integration of new board members and new chairs, 3- by facilitating the oversight of the

Secretary General’s performance and remuneration, 4- by providing counsel with respect to

Board and Committees’ structure and by developing corporate governance principles on the

specific request of the board.”

The Administrative Committee was composed of Patrick Zurstrassen (chairman), Philippe Decleire

(treasurer) and Béatrice Richez-Baum (secretary general) until April 2014.

The Administrative Committee met then more informally with Lars-Erik Forsgårdh, Philippe Decleire

and Béatrice Richez-Baum.

The Policy Committee chaired by Lutgart Van den Berghe is composed of Marie-Ange Andrieux (IFA),

Roger Barker (IoD), Philippe Decleire, Pascal Durand-Barthez (IFA), Hana Horak (Croatian Institute of

directors), Fernando Iguarta (IC-A), Pierre Alexandre Dagehet (ILA), Per Lekvall (StyrelseAkademien),

Gorazd Podbevšek (the Slovenian Directors’ Association), Turid Elisabeth Solvang (the Norwegian

Institute of Directors), and Béatrice Richez-Baum (ecoDa). Oliver Parry (IoD), Juha Salonen (Directors’

Institute of Finland), Frank Van den Akker (NCD), Alessandra Stabilini (Nedcommunity) joined the Policy

Committee during the year. Astrid Hamker (VARD) left the Policy Committee in April 2014.

The Policy Committee had three meetings.

Achievements

Finalisation of ecoDa statement for the new European Commission and Parliament.

ecoDa reaction on the draft directive on shareholders’ rights and promotion of ecoDa opinion

in different forum,

ecoDa reaction to the European Commission’s proposal on disclosure of non-financial and

diversity information,

Opinion on Unit Markt F2 (CG, CSR) moving from DG Internal Market and services (Markt) to

DG Justice (Just)

Review of the OECD CG Principles/ Reaction ahead the formal consultation

Definition of a new mission statement: “The Policy Committee supports the mission of ecoDa

to develop professionalism and European governance standards by reacting and developing

C- Our Administrative Committee

D- Our Policy Committee

ECODA ANNUAL REPORT 2014

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initiatives in the field of Corporate Governance and Company Law taken at the European level

and, if required, at international level. The Policy Committee will also give opinions on the key

CG trends and promote best CG practices after careful and in-depth analyses.”

This issue of board selection has been handed over to the Working Group led by Turid Elisabeth

Solvang. The Working Group was composed of Marie-Ange Andrieux (IFA), Roger Barker (IoD), Hnia

Ben Salah (Guberna), Stefan Hjelmqwist (Swedish Academy of Boards Directors), Irena Prijovic (SDA),

Merja Strengell (Directors’ Institute of Finland), Jan Hendrik Ockels (NCD), Dominic Schofield (Korn

Ferry), Paola Schwizer (Nedcommunity), Krista Walochik (IC-A), Gerard Van Vliet (NCD) and Béatrice

Richez-Baum (ecoDa).

Boards’ diversity has been one of the key topics in Corporate Governance over the last year and will

remain high on the agenda of boardrooms. Beyond diversity as such, what matters most for European

boards is getting the right competencies and expertise needed to complement existing skills of the

board and improve its value-added. If the goals to be achieved are clear, best practices are still needed

in order to foster the right selection process and to define the right profiles not only in order to fulfil

the legal requirements but to respond to the specific needs of the companies.

This is why Korn Ferry together with ecoDa conducted a pan-European study into how Boards handle

succession and how they select their Directors. The final objective is to produce a useful and

informative reference of how Boards currently recruit across the various European jurisdictions with

guidelines on best practices.

The WG on board selection had 3 meetings.

Achievements

Launch of a big survey by Korn Ferry and ecoDa with interviews of around 10 board members

in each national country,

Support for the organisation of ecoDa annual conference on board selection process.

Forward looking:

The final report is due to be presented at ecoDa 10th anniversary.

A Working Group led by Lutgart Van den Berghe was created to work on the Comply or Explain principle

in cooperation with Mazars. On 9 April 2014, the European Commission issued a Recommendation

which aims at providing guidance to listed companies, investors and other interested parties in order

to improve the overall quality of corporate governance statements. Besides, the European Commission

invites, in this Recommendation, the Member States to inform the Commission of the measures taken

in accordance with this Recommendation by 13 April 2015, in order to enable the Commission to

monitor and assess the situation. In order to support the European Commission, ecoDa and Mazars

have taken the initiative to conduct a Study in the European Member States to obtain an overview of

the existing Corporate Governance Codes and the monitoring systems in place in the different Member

States.

The WG is composed of Maurice Bauer (ILA), Beata Binek (Polish Institute of Directors), Anthony Carey

(Mazars), Christine Darville (Guberna), Fabrice Demarigny (Mazars), Annelies de Wilde (Guberna),

Carolyn Dittmeir (Nedcommunity), David Herbinet (Mazars), Per Lekvall (Swedish Academy of Board

ECODA ANNUAL REPORT 2014

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Directors), Leena Linnainmaa (The Directors’ Institute of Finland), Martin Meijer (NCD), Anne Outin-

Adam (IFA), Oliver Parry (IoD), Irena Prijovic (SDA), Alexia Perversi (Mazars) and Béatrice Richez-Baum.

The European Corporate Governance Codes Network (ECGCN) has kindly accepted to provide help to

answer the questionnaire. The European Commission has been informed about the project.

The WG met twice but preparatory meetings were organised with Lutgart Van den Berghe (Guberna),

David Herbinet (Mazars) and Alexia Perversi (Mazars), and Béatrice Richez-Baum.

Achievements

Development of a questionnaire

Cooperation with ECGN

Forward looking:

ecoDa plans to organize an event on the European Commission in 2015 to present the

outcome of the questionnaire.

A Working Group on Directors Duties & Liabilities have been set up in collaboration with AIG. The

objective is to develop a guide to educate ecoDa members about issues facing directors from a risk

perspective, and to see how D&O insurance fits in this context. It will cover risks to the individual in

particular, though risk to the corporate is also entwined. It is intended that the guide be used by the

local associations affiliated to ecoDa, and by ecoDa itself. Local associations could potentially

complement/adapt the guide with country specific material. By executing this ecoDa, AIG and any third

parties (e.g. Norton Rose) aim to be perceived as thought leaders in this area.

The WG is led by Roger Barker (IoD) and Richard Hebblethwaite (AIG). It is composed of Hnia Ben Salah

(Guberna), Pascal Durand-Barthez (IFA), Philippe Goutière (AIG), Lars G Mattsson (Swedish Academy

of Board Directors), Grant Merrill (AIG) and Béatrice Richez-Baum. The WG also benefit from the

support of Helen Yates (AIG).

Achievements

Preparatory work

The Benchmarking & Information Committee chaired by Richard Zisswiller was composed of Marie

Chambourdon (ILA), Liesbeth De Ridder (Guberna), Jacques Grisé (CAS), Hana Horak (the Croatian

Institute of Directors), Oliver Parry (IoD) Irena Prijovic (the Slovenian Directors’ Association), Turid

Elisabeth Solvang (the Norwegian Institute of Directors), Christina Rosello (Nedcomunity) and Béatrice

Richez-Baum (ecoDa).

The Benchmarking & Information Committee had 3 meetings (including conference calls).

E- Our Benchmarking and Information Committee

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Achievements

Benchmark on how some IoDs have developed local branches,

Benchmark on how the IoDs are organizing their members’ networks,

Information on the Research Committees developed by some member institutes,

A Directors’ Note on the one tier / two tier systems in close cooperation with Nautadutilh,

Investigation on whether ecoDa should develop a Research Committee,

The past mission statement was kept: “Its mission is to stimulate exchange of information and

best practices among the national associations’ members and therefore to support reflection

on all issues related to corporate governance at large”.

The Communication Committee chaired by Suzanne Lliljegren was composed of Ineke Claus (Guberna),

Clémence Decortiat (IFA), Maija Hiiri (Directors’ Institute of Finland), Marie Chambourdon (ILA),

Christian May (IoD), Rada Sibila (The Slovenian Directors’ Association) and Béatrice Richez-Baum

(ecoDa).

The Communication Committee met 4 times in 2014 (including a strategic session).

Achievements Advices for the preparation of ecoDa 10th anniversary,

A new ecoDa logo,

An event organised by the Swedish Academy of Board Directors and another event

organised by the Slovenian Directors’ Association,

A questionnaire on how the national institutes communicated about ecoDa,

Investigations for a media partner,

Advices for improvements of the website,

Presence on social medias,

Crisp position statement + opinion pieces,

Communication plan for the announcement of ecoDa new chair,

A new mission statement:

“The Communication Committee supports the promotion of ecoDa internally and externally.

The Communication Committee interacts with ecoDa committees and other entities in realizing

their mission, by providing communication advices and help”.

The Education Committee is chaired by Roger Barker and composed of Gilles Bernier (CAS), Jean

Coroller (IFA), Peter Dehnen (VARD), Abigail Levrau (Guberna), Marina Mesin (The Croatian Institute

of directors), Jan Hendrik Ockels (NCD), Christer Ridstrom (StyrelseAkademien), Rada Sibila (the

Slovenian Directors’ Association), Luis Sancho (IC-A), Merja Strengell (the Directors’ Institute of

Finland), Véronique Vansaen (ILA), Richard Zisswiller (IFA) and Béatrice Richez-Baum (ecoDa).

The Education Committee met 5 times in 2014 (including conference calls and one strategic meeting).

F- Our Communication Committee

G- Our Education Committee

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Achievements

2 training sessions,

Adjustments of the programme,

Analyse of the participants’ assessments and proposals for improvement,

Creation of a video on CG trends in Canada and in the USA in cooperation NACD, the Directors’

College and le Collège des Administrateurs,

Creation of a video to promote ecoDa programme

Suggestion of new speakers for the two days programme,

Reflection on the creation of a third training session [postponed to 2015],

Reflection towards a mentoring programme (testimony of mentor, experiences from the

members and mainly from Guberna)

A new mission statement: “The mission of the Education Committee is to support ecoDa

members by developing and organising high quality director training programmes with a cross-

border perspective. The aim of these programmes is to encourage the Europeanisation of the

boardroom and promote wider understanding of international corporate governance. ecoDa

programmes seek to complement but not compete with director training programmes offered

by national institutes of directors. The Education Committee also facilitates the development

of a network of European directors with a specific interest in cross-border directorship and

boardroom effectiveness”.

The Membership & Development Committee is chaired by Philippe Decleire and composed of Irena

Prijovic (the Slovenian Directors’ Associations), Jan Henrik Ockels (NCD), and Béatrice Richez-Baum

(Secretary General).

The Membership & Development Committee met 3 times in 2014 (including conference calls).

Achievements:

A strategic reflection,

Applications review and smooth integration of Nedcommunity and the Canadian Directors’

College,

Follow-up with the Croatian and Polish institutes of directors,

A draft booklet showing all the services provided by ecoDa,

A better promotion of the cross-membership convention,

Follow-up of country files,

A new mission statement: “The Membership & Development Committee supports the broad

ecoDa mission to represent its members and to voice in their name by strengthening ecoDa

legitimacy through a larger European coverage. The Membership & Development Committee

identifies potential institutes of directors who are mature enough to join the Confederation, it

helps raising the awareness that being part of ecoDa provides added value and it makes

recommendations to the board on formal membership applications. The Membership &

Development Committee helps the board to secure the existing membership with fair and

rational fees rules and by listening to their expectations. The Membership & Development

Committee operates as a committee of the board”.

H- Our Communication Committee

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Institute of Directors, IoD, United Kingdom

Number of members: 34,017

Main position papers taken in 2014:

The IoD response to the PRA's 'The implementation of ring-fencing' consultation paper; 16

November 2014.

The IoD response to 'Regulatory framework for individuals' consultation paper, 03 November

2014.

The IoD response to the 'Strengthening the alignment of risk and reward: new remuneration

rules' consultation paper, 03 November 2014.

The IoD response to Takeover Panel consultation on post offer undertakings and intention

statements 2014, 14 October 2014.

IoD Consultation Response to Proposed Revisions to the UK Corporate Governance Code, 27

June 2014.

Share the Wealth Report, 24 November 2014.

IoD response to consultation on zero hours contracts, 24 March 2014.

Proposed Changes to Inheritance Tax for Trusts; HMRC Consultation, 22 August 2014.

Response to HMRC Condoc on Direct Recovery of Debts, 22 August 2014.

Technical ConDoc on the Draft Taxation of Pension Bill, 22 August 2014.

Main events organised in 2014:

9 breakfasts

o DG Breakfast with Barbara Woodward

o Are you planning to sell your business now or in the future?

o Economic Policy Update

o 2 cloud or not 2 cloud: what are the questions

o IoD Books for Breakfast with Jeremy Rifkin

o DG Breakfast with Richard Britton

o O2 Seminar

o Policy Voice business barometer breakfast

o IoD Books for Breakfast with Diane Coyle

4 Lunches/Dinners

o Spring Sporting Lunch

o Winter Sporting Lunch

o Director of the Year Awards

o Annual Dinner

Seminars

o Access Middle East

o DG Event - Will China Dominate the 21st Century

o Helping IoD members comply with automatic enrolment into pension saving

o In Conversation with Sir John Hegarty

o Responding to Global Risk

o IoD Books for Breakfast: Gerard Lyons

o IoD Policy Update: Economy & Pensions

o DG In Conversation with Tim Campbell and Yasmina Siadatan

o Canadian HC Seminar

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o Global Entrepreneurship Week at the IoD

Conferences:

o How to Double your Sales

o Strategic Planning for Company Exit

o Accelerating Growth in the Digital Age

o Buying and Selling Private Companies

o Influencing Government Policy

o Women in Business

o Business and Ethnicity Summit

2014 Annual Convention

And other networking events and briefings.

Institut Français des Administrateurs, IFA, France

Number of members: 3509 individual members / 200 corporate members

Main position papers taken in 2014:

Third edition of the vademecum for directors

12/01/2014 - Committee Position Paper Ethics: Role of the Board in managing the risk of fraud

12/01/2014 - Information sheet of the ETI Commission : Practical Guide on Taxation 'fees

19/09/2014 - Board evaluation : an improvement process

10/10/2014 - Governance, Human Resources and Performance

01/09/2014 - Referent Director - legal issues

02.04.2014 - Report on Employee Directors

17/12/2013 - Governance Guide mutuals and cooperatives

11 Monthly Newsletters

2 half-yearly magazines (one issue on Governance: teamwork, another issue on Competitiveness,

growth and confidence).

Main events organised in 2014:

7 Matinales (Breakfast) including 1 about European Headlines (20/06/2014)

o 11/21/2014 – 2014 annual accounts

o 10/10/2014 - Governance , Human Resources and Performance

o 19/09/2014 – Boards evaluation : an improving process

o 06/20/2014 - The major European projects in the corporate governance

o 23/05/2014 - The first lessons of the 2014 GMs

o 28/03/2014 - CSR for company's strategy and value creation : IFA work

o 04/02/2014 - Directors employees in governance : a positive dynamics

1 Directors’ Day on “Governance and competitiveness” (21/10/2014)

Various events in IFA regional chapters.

GUBERNA, Belgium

Number of members: 1834 members

Main position papers taken in 2014:

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Study “Remuneration of non-executive directors in listed companies”

Monitoring Study on the compliance with the Belgian Corporate Governance Code 2009

Tool ‘Recruitment & selection of directors’: How to recruit board members? How to clarify the

recruitment process ? What are the key attitudes, the best practices, the do’s and don’ts. The

toolkit presents practical advices and tips on the main points in the recruitment of

independent/non-executive director, what are the best practices, what can we learn from

others ?

Book for SME ‘‘Koers zetten naar deugdelijk bestuur in mijn KMO’

“Booklets” with the highlights of the research results and the discussion at the roundtable

cycle for listed companies

The Memorandum on the State as a shareholder and research report

Main events organised in 2014:

Director’s Day in November 2014: flagship event for the individual director

Chairmen’s Platform and the CEO Platform (initiatives for our corporate members): meant as

informal and confidential exchange platforms between ‘peers’.

An event on the European and Belgian developments with regard to Corporate Governance in

November 2014.

Institut Luxembourgeois des Administrateurs, ILA, Luxembourg

Number of members: 934 (289 individual membership, 645 registered under company membership)

Main position papers/documents issued in 2004:

Guide :

o A guide for accepting company directors' mandates

o ILA guide for board members in the context of AIF and AIFM long version

o ILA Fraud and its governance – update December 2014

Article:

o Executive, non-executive and independent directors of Luxembourg credit institutions

- Agefi 14.03.2014

Survey :

o Directors' Compensation - Market Practice in Luxembourg - ILA/KPMG Survey Results

o Fund governance survey

For corportate secretaries :

o FactSheet - Board Meeting FactSheet - Board Minutes FactSheet - Company

Secretary Factsheet

Main events organised in 2014:

Tue 2 Dec 2014 | Conference - Director's Day 2014 (200 participants)

Tue 7 Oct 2014 | Conference - "Conducting Business Across Cultures" by Erin Meyer INSEAD

(150 participants)

Thu 26 Jun 2014 | Conference - Challenges for Directors:Deloitte's 360 Global Survey

Tue 17 Jun 2014 | Conference - The Governance of Small and Medium-sized Enterprises (SMEs)

by Guberna

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Thu 15 May 2014 | Conference – Anti Money Laundering for Directors

Wed 22 Jan 2014 | Conference - ILA & PWC Funds Day (200 participants)

Thu 20 Mar 2014 | Conference - Remuneration Committee: presentation of the survey

"Directors'fees - Market Practice in Luxembourg"

Wed 30 Apr 2014 | Breakfast briefing - How can Good Corporate Governance contribute to

the positive image of Luxembourg's Financial

Directors’ Institute in Finland, Finland

Number of members: 531 individual members, 4 corporate members

Main position papers taken in 2014:

Finnish Ministry of Finance / Shareholders’ Right Directive

Finnish Ministry of Employment and the Economy / The new audit act

Finnish Ministry of Finance / On Securities settlement

Finnish Ministry of Finance / New Municipalities Act

Finnish Ministry of Finance / Book-Entry Securities System

In addition, four regulative reviews were published in the Boardview magazine in 2014 (The Chief

Editor was Maarit Aarni-Sirviö. The editorial committee had four other consistent members and

one expert in relation to each key topic).

Main events organised in 2014:

Six luncheon meetings for the members with high level speakers February, Foresight in a

Changing Business Environment with Leena Majander-Reenpää,

o March, Foresight in a Changing Business Environment, Mika Anttonen

o April, M&A with Björn Savén

o September, Developing Corporate Governance, Panel Discussion

o October, Crisis Management with Timo Ritakallio

o November Crisis Management with Markku Pohjola

An annual conference with approximately 130 participants,

One-day directors’ seminar with the Finnish Chamber of Commerce and some 20 other

member events in cooperation with the partners:

o Chair of the Year 2014

o A visit to the Bank of Finland for DIF members

o Business breakfast on strategy implementation with Boston Consulting Group

o Chairman & CEO breakfast with Heidrick & Struggles

o DIF annual general meeting with EY (Ernst & Young)

o A seminar on executive remuneration with Mercer

o “A night of welfare” with Docrates

o Cyber Breakfast Seminar with Howden Insurance Brokers

o Breakfast seminar on M&A and Capital Markets with Borenius

o Breakfast seminar on information security with Borenius

including 9 breakfast seminars in relation with the Directors’ Toolkit with different partners.

(The Directors’ Toolkit was expanded in 2014 to cover eight main areas: Compliance,

Remuneration, Corporate Governance, Leadership, Strategy, Economy, Communications, and

Responsibility).

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Instituto de Consejeros – Administradores, IC-A, Spain

Number of members: More than 450

Main position papers taken in 2014:

Position Paper of the Instituto de Consejeros-Administradores IC-A on the Limited Liability

companies draft law reform for the improvement of Corporate Governance (14th of January

of 2014),

Taken part of the CNMV workgrupo that has prepared the new Code of Corporate Governance

for Quoted Companies.

Main events organised in 2014:

Event with IC-A and ASCRI Members “Clues on Corporate Gobernance for Companies with

venture capital” (26th of March of 2014),

Event with Mr. José María Marín Quemada, Chairman of National Commission on Markets and

Competition (2nd of April of 2014),

IC-A’s Director Training Program: The Role of the Company Director and the Board (23rd and

24th, April, 2014),

International Conference on Diversity in Europe (27th of May of 2014),

IC-A’s Director Training Program: The Director and the Law (11th June, 2014),

Presentation at ESADE of the “Guide on Good Corporate Governance for Nonprofit

organizations” (3rd of June of 2014),

Event with Mr. David Wright, Secretary General of IOSCO (16th of June of 2014),

IC-A’s Director Training Program: Diploma Course (2nd and 3rd of July of 2014),

IC-A’s Director Training Program: The Role of the Company Director and the Board (8th and 9th

of October of 2014),

IC-A’s Director Training Program: Finance for Non-Financial Directors (22rd and 23th of

October of 2014),

Continuity Programme on Digital Business for Directors (5th of November of 2014),

IC-A’s Director Training Program: The Board and the Strategy (19th and 20th of November of

2014),

Conference on Reforms and Relevant News on Corporate Governance: Spain/Europe (26th of

November of 2014),

Annual Dinner 2014 (26th November 2014)

The Slovenian Directors' Association, Slovenia

Number of members: 600 individual members, 12 corporate members

Main position papers taken in 2014:

Slovenian guidelines of corporate integrity

Recommendations for reporting to the Supervisory Board - update!

Code of Professional Ethics of Slovenian Directors' Association.

Guidelines for the work of the Supervisory Board Secretaries

Guidelines for the selection and recommendation for the work of the Chairman of

the Supervisory Boards

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Main events organised in 2014:

Annual Membership Meeting

Annual Meeting of Chartered Supervisory Board members

Annual Corporate Governance Conference

3 day module for supervisory board members and directors (6x in 2014)

The Polish Institute of Directors, Polski Instytut Dyrektorów, Poland

Number of members: 24 Individual members / 11 Institutional members

Main position papers taken in 2014 :

(February/March 2014) PID’s consultations with the Polish Financial Supervision Authority of

the project of Corporate Governance Rules for Institutions Supervised by the Polish Financial

Supervision Authority;

(September 2014) PID’s position regarding regulations of audit committees presented to the

Ministry of Finance;

(October 2014) PID seminar on which possible directions of changes to law regulations were

presented.

Main events organised in 2014:

Seminars:

o Election of supervisory board's members by voting in separate groups

o Portrait of corporate fraudster

o Employee on supervisory board

o European Commission's attempts regarding limits of presidents' fees

o Lock-up commitment from the perspective of management board's members and

investors

o Audit committees in a new regulation model

o Management responsibility for a company's anti-competitive practices

Club meetings:

o Meeting regarding the project of Corporate Governance Rules for Institutions

Supervised by Polish Financial Supervision Authority

o Corporate Governance Rules for Institutions Supervised by the Polish Financial

Supervision Authority

Workshop:

o Audit committee in action,

o Most common mistakes in Supervisory board in and out of session

o Articles of associations of listed companies

o MAR - a new market abuse regulation

o Practical legal aspects as well as key systems and internal functions according to Corporate

Governance Rules for Institutions Supervised by the Polish Financial Supervision Authority

o Protocols of management and supervisory boards

o Art of public appearances

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o Most common mistakes in articles of associations of listed companies

o Audit committee in action

o Cooperation of management and supervisory boards in a listed company

o Legal recovery in practice - fear or apply?

o Supervisory board in and out of session

The Norwegian Institute of Directors (Norsk Institutt for Styremedlemmer), Norway

Number of members: 600

Main position papers/surveys taken in 2014 :

The annual Board Remuneration Survey

Survey among board chairpersons about the role of the board of directors in top management

recruitment, and in achieving diversity in top management (part of a special project on

diversity, which also included a debate meeting and a conference).

Main events organised in 2014: 15 of which:

2 conferences,

1 major debate meeting,

6 topical events for members,

and 5 training courses

The StyrelseAkademien, Sweden.

Number of members: 6491

Main position papers taken in 2014:

The SABD:s response to the Non-financial information directive

Revision of the Swedish Academy of Board Directors’ Classic: Guidelines to Sound Board

Practice

Main events organised in 2014:

The ecoDa 10th Anniversary Event in Stockholm on June 13: The Professionalism of Directors –Key to Nordic Competitiveness

Director’s Day in Luleå on February 7: The Strategic Leadership of Tomorrow

Director’s Day in Skellefteå on February 12: A Changing Leadership

Director’s Day in Umeå on February 13: Future Corporate Skills

Director’s Day in Sundsvall on May 22: Professional Board Work

Director’s Day in Gothenburg on May 22: The Future Challenges of Boards of Directors

Director’s Day in Jönköping on September 25: The Future Work of Boards of Directors

Director’s Day in Västerås on October 14: The Future Work of Boards of Directors

Director’s Day in Kalmar on October 21: Who is the Decision Maker?

Director’s Day in Malmö on November 5: 20th Years Anniversary Event

Director’s Day in Karlstad on November 5: Influencing Company Growth and Success through an Active and Goal Oriented Board Work

Director’s Day in Örebro on November 17: The Future Work of Boards of Directors

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The German VARD

Number of members: 83

Main events organised in 2014: 2 German Directors' Conferences (DART)

The Dutch NCD, the Netherlands

Number of members: 1700

Main position papers taken in 2014 :

Leadership 2020: from Command & Control to Chance & Change. (Evolution of leadership from

the past up till today and the direction ahead).

Materials concerning their M/V Project on boardroom diversity

Main events organised in 2014:

37 events, from small events with 10 participants to large events with 300 participants,

including:

o the celebration of their 60 years of existence in April (leadership and governance

trends and issues),

o the Midsummer Message in June (an inspiration event at the beach where we gather

with 200 people to discuss passion for leadership and the challenges we will face in

the upcoming years),

o the M/V Factor event (about boardroom diversity) in July (kick-off for a new NCD

project that focusses on diversity in the boardroom)

o the Change in Business event in December (an initiative by people who want to bring

change into the work place and the way we think about leadership and doing business)

& the CHANGE Award 2014

o The congress is the big annual event that sums up all the developments that have

taken place during that year

8 evening classes where they offered 30 of our members a chance to dive into a specific topic

accompanied by a professional who knows all the ins and outs.

Topics included Finance for Non-Financials, Cooperation, Strategy, Your Customer makes your

success, Integrity, Everything-can-be-better-in-1-hour, The Brain in the Boardroom and

Change Management.

The Danish Professional Directors Association, Denmark

Number of members: Appr. 150

Main position papers taken in 2014:

In 2014, Board Network launched Board Perspectives a quarterly magazine. Board

Perspectives features articles and interviews with leading Danish and International chairmen

and advisors on the board agenda

Main events organised in 2014:

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March 18: The Danish Board Conference 2014 took place at Odd Fellow Palæet. The theme

Strategy Excellence was discussed by Flemming Besenbacher (Carlsberg), Lars V. Frederiksen

(Matas), Zehrid Osmani (BlackRock), Jens Due Olsen (Kompan), Lene Skole (Coloplast), Jeff

Gravenhorst (ISS), Michael Haaning (Nordic Capital), Finn Meyer (KPMG) og Morten Sørensen

(Columbia Business School).

June 3: Succession planning with Ulrik Bulow, CEO Otto Mønsted and Kai Hammerich, Korn

Ferry.

September 10: Boardroom Leadership with Lone Fønss Schrøder, NED Volvo etc., Jens Moberg,

Chairman Grundfos and PostNord, and Erik Holst Jørgensen, Chairman of Deloitte Denmark

November 20: Board Governance in an international perspective with Larry Fink, Chairman

and CEO of BlackRock and Arne Karlsson, Chairman of Ratos.

The Croatian Institute of Directors – CID, Croatia

Number of members: 200

Main position papers taken in 2014: newsletter, information paper,

Main events organised in 2014: seminar, international conference in Dubrovnik - OFEL 2014

Nedcommunity – Italy

Number of members: 401

Main position papers taken in 2014:

Nedcommunity response to the public consultation on Bank of Italy new regulation on

corporate governance (January 2014)

Guidelines on Corporate Governance for Unlisted SMEs

Observatory “Effective Governance Outlook” :

o N.1, January 2014 “The quality of reporting on corporate governance in Italian listed

banks”

o N. 2, November 2014 “What’s new in Annual Governance Reports of Italian listed

companies”

EU Observatory – Review of new documents, papers and regulations on European

Corporate Governance: 4 issues, in April, May, June, August/September 2014

Research paper on “Boards of Directors and Sustainability Policy”, in cooperation with

ALTIS- CSR Manager Network and Assonime

Main events organised in 2014:

February 12, 2014 – “Governance of family businesses and the role of independent

directors”

April 16, 2014 – “Disclosure and Market Communications Policy on Corporate Governance”

May 6, 2014 – Annual General Meeting and Conference on “Independent directors: what

dialogue with institutional investors?”

June 10, 2014 – “Good governance practices in public and private companies”

ECODA ANNUAL REPORT 2014

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July 2, 2014 – “Risk management, strategic planning and corporate governance: business

cases Pirelli, Autogrill, Barilla”

October 1, 2014 – “Risk management, strategic planning and corporate governance:

business cases ENI, Luxottica”

December 10, 2014 – “Loyalty shares: a new opportunity or a deception?”

The Macedonian Institute of Directors, Republic of Macedonia

Number of members: 60 individual, 6 corporate members

Main position papers taken in 2014:

Corporate Governance in Insurance companies - Guideline

Main events organised in 2014:

Promotion of the Corporate Governance in Insurance companies - Guideline together

with the Macedonia Agency for Insurance Supervision.

2 sessions of the 6 days training on Corporate Governance.

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PART 4 – ANNUAL ACCOUNTS & AUDITOR REPORT

ECODA ANNUAL REPORT 2014

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