Einde inhoudsopgave
Corporate Social Responsibility (IVOR nr. 77) 2010/2.6.1.2
2.6.1.2 The European Union
Mr. T.E. Lambooy, datum 17-11-2010
- Datum
17-11-2010
- Auteur
Mr. T.E. Lambooy
- JCDI
JCDI:ADS365789:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
Lisbon European Council Decision, 24 March 2000, no. 100/1/00, sub 5, at http://eu.eu.int/cms3_applications/Applications/newsRoom/loadBook.asp?target=2000&bid=76&lang =3&cmsId=347, visited on 3 May 2010.
Promoting a European Framework for Corporate Social Responsibility', Green Paper (2001), issued by the Commission, COM (2001)366 final.
Commission Communication concerning CSR: A Business Contribution to Sustainable Development, COM (2002)347 final.
European Multi-Stakeholder Forum on CSR: Final Results & Recommendations, 29 June 2004, Final Report. IP/04/814, Brussels 29 June 2004, at http://www.Europa.eu.int/comm/enterprise/csr/documents, accessed on 12 July 2010.
FNV, Europese stakeholders presenteren rapport over maatschappelijk verantwoord ondernemen [European Stakeholders present a report on corporate social responsibility], News item, http://www.fnv.nl, visited on 16 July 2004.
European Parliament Resolution of 30 May 2002, P5_TA-0278/2002, C187 07-AUG-03 035 180 (E), p. 5, sub 6.
Fourth Council Directive 78/660/EEC of 25 July 1978 on the annual accounts of certain types of companies, OJ 1978 L 222.
European Parliament Resolution of 24 April 2003, PE A5-0133/2003 final proposal, p. 11, sub 27; European Parliament Resolution of 13 May 2003, C067 17-MAR-04 028 (E); text available at: http://www.europarl.europa.eu/sides/getDoc.do?type=REPORT&reference=A5-2003-0133&language=MT and information about the voting available at: http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//TEXT+PRESS+DN-20030513-1+0 +DOC+XML+V0//EN#SECTION5, visited on 6 September 2010.
Proposal European Parliament Resolution, supra note 55, pp. 17, 20 and 25. See also the Prospectus Directive 2003/71/EC of the EP and of the Council of 4 November 2003, OJ 2003 L 345/64, Article 7, paragraph 3 and Article 10, paragraph 1.
Lisbon European Council Decision of 24 March 2000, no. 100/1/00, sub. 21, at http://ue.eu. int/cms3_applications/Applications/newsRoom/loadBook.asp?target=2000&bid=76&lang =3&cmsId=347, accessed on 3 May 2010. EU Financial Reporting Strategy: The Way Forward, Communication from the Commission, 13 June 2000, COM (2000) 359 final.
Regulation (EC) No 1606/2002 of the EP and of the Council of 19 July 2002 on the application of international accounting standards, OJ 2002 L 243/1. See E.A. de Jong, Naar één mondiaal stelsel voor jaarrekeningstandaarden, [Towards one global system of accounting standards], in Ondernemingsrecht, 12, 2002. Also, see: H. Beckman, IAS-wetsvoorstel en richtlijnen voor de jaarverslaggeving, [IAS Bill and accounting guidelines], in Ondernemingsrecht, 14, 2003.
Directive 2003/51/EC of 18 June 2003, OJ 2003 L 178/16, (Modernisation Directive). The Modernisation Directive and the bill on its implementation are further discussed in H. Beckman, Wetsvoorstel uitvoering IAS-verordening, IAS 39-richtlijn en moderniseringsrichtlijn, (jaarrekening en jaarverslag)' [Bill on the implementation of the IAS-Regula-tion and IAS-39 Directive and the Modernisation Directive (annual account and annual report)',in Ondernemingsrecht, 16, 2004, p. 617 and T.E. Lambooy, 'Duurzaamheidsver-slaggeving door bedrijven als onderdeel van het jaarverslag?'[Sustainability reporting by companies to be included in annual reports?], in Ondernemingsrecht, 16, 2004, p. 633.
The Fourth Council Directive, supra note 54, the Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts, OJ 1983 L 193, Directive EU 86/635/EEC Council Directive of 8 December 1986 on the Annual Accounts and Consolidated Accounts of Banks and Other Financial Institutions (the Bank Account Directive), OJ 1986 L 372, and Directive EU 91/674/EEC Council Directive of 19 December 1991 on the Annual Accounts of insurance undertakings (the Insurance Account Directive), OJ 1991 L 374.
Article 1.14 of the Modernisation Directive amends Article 46 (content of annual account) of the Fourth European Annual Account Directive. Article 2.10 amends Article 36 (the consolidated annual account) of the Seventh European Annual Account Directive. Article 3.1 amends Articlel, paragraphs 1 and 2 of the Bank Account Directive. Article 4.1 amends Articles 1.1 and 1.2 of the Insurance Account Directive.
Ibid. See also: N. Kamp-Roelands, ' Ontwikkelingen in maatschappelijke verslaggeving' [Developments in social reporting'], in Maandblad voor Accountancy en Bedrijfseconomie, [Monthly Review for Accounting and Business Economics], 77(11), 2003, pp. 482-488, § 3.
Kamerstukken II, 2003/04, 29 737, nos. 1-14 and amended Bill of 15 March 2005, adopted on the same date by the Dutch House of Representatives.
Article 2:396 DCC and section 1 N of the Dutch Modernisation Directive Implementation Bill, Article 2:397 DCC, new paragraph 7.
Article 5 of Modernisation Directive.
Article III of Dutch Modernisation Directive Implementation Bill.
In Lisbon in March 2000 the Council set as a strategic goal for 2010 for the EU to become the most competitive knowledge-based economy in the world, capable of sustainable economic growth and greater social cohesion. The Council appealed to European companies' corporate sense of social responsibility to realise this goal.1
In 2001, the Commission published a Green Paper on CSR, which emphasised the importance of companies' voluntarily taking on commit-ments.2 Its aim was to encourage a broad debate on how the EU could promote CSR at a European and global level and how this would contribute to the EU's strategic goal as adopted by the Lisbon Summit for 2010. In July 2002, the Commission issued a written communication as a ' follow-up' to the Green Paper, which set out the details of the EU strategy to promote CSR. In its communication, the Commission proposed to set up a Multi-Stakeholder Forum (EU CSR Forum) on CSR for making recommendations on reporting, accounting, auditing, codes of conduct, management standards and socially responsible investment.3
In October 2002, the Commission set up the EU CSR Forum. Within its setup, representative organisations of employers, employees, professional associations as well as NGOs consult with each other on future CSR practices at a European level. The EU CSR Forum presented its final results and recommendations in June 2004.4 Its recommendations were, however, rather general and non-committal. The European professional associations would have preferred more concrete recommendations providing guiding principles for CSR practices and reporting.5 The EU CSR Forum in its Final Report does, however, not mention non-financial reporting, which is somewhat surprising given that in 2003 the Council and the EP drafted a new directive on annual reporting which did include certain CSR issues, such as the environment and human resources (see below). The Commission is expected to develop further CSR principles on the basis of the EU CSR Forum's report.
The EP has always been a clear advocate of mandatory CSR regulation rather than voluntary rules. Following the Commission's Green Paper, the EP in 2002 adopted a resolution in which it called for inclusion of a clause on mandatory social and environmental reporting6 in the Fourth Accounting Directive.7 The EP, in reaction to the Commission's communication of 2002, voted unanimously in favour of a resolution in which it calls upon the Council and the Commission to oblige businesses to include information on the environmental standards they observe outside the EU in their annual reports.8 Moreover, in 2003 committees of the EP urged the Commission to draw up a directive on mandatory CSR reporting within three years and to include additional obligations for companies regarding the disclosure of information on CSR in its Prospective Directive.9
Environmental and human resources reporting now have become mandatory at the European level, owing to factors other than the European CSR debate.
In trying to establish a common integrated European capital market, the Council has insisted that the comparability of companies' financial statements should be improved.10 In addition to the International Accounting Standards (IAS) regulations that apply to financial statements of listed companies,11 the Council and the EP came up with a new directive on the annual reporting of other financial undertakings (Modernisation Directive) in 20 03.12 The Modernisation Directive amends four earlier accounting directives with respect to the content of annual reports.13 It stipulates that annual reports and consolidated annual reports should also include non-financial key performance indicators relevant to the particular business, including information relating to environmental and employee matters'.14 This information needs to be included to the extent it is ' necessary for an understanding of the company's development, performance or position.'15 Since environmental and employee matters play an important part and represent considerable interests in most businesses, it is argued that companies readily fall within the scope of the new reporting requirements. In the Netherlands, the Modernisation Directive requirements have been implemented quite literally in the Dutch Modernisation Directive Implementation Bill implementing the IAS Regulation and IAS 39 Directive and the Modernisation Directive.16
Small and medium-sized enterprises are exempted from these reporting requirements.17 Consolidated annual reports must include information pertaining to the entire commercial enterprise, including foreign subsidiaries. The Modernisation Directive should have been implemented into the national laws of the member states by 1 January 2005 at the latest.18 Although the Netherlands failed to meet this implementation date, the Dutch Modernisation Directive Implementation Bill does determine that the new reporting requirements apply to annual reports from 2005 onwards.19