6.4.3 No standard practice for disclosure of corporate governance statement

Article 1(7) of Directive 2006/46/EC states that the corporate governance statement should be part of the annual report or a separate report published together with the report or, if referred to in the annual report, be available on the company's website. These options as imposed by the directive seem to suffice. However, during the empirical research this proved otherwise in actual practice. Finding the corporate governance statement was sometimes too much of an effort. As shown in table 6.4.2 companies sometimes simply did not have a corporate governance statement. In many other cases (especially in the case of Italy) it was unnecessarily difficult to find the corporate governance statement, which cannot be considered good practice. And what about the supervision by shareholders and other supervisors when the corporate governance statement is so hard to find? In these modern times with so many communication instruments, the underlying problem ought not to exist. Code provision 3.10 of the German corporate governance code offers a simple but adequate solution; stating that the corporate governance statements should be kept accessible on the company's website for five years. To achieve improved accessibility of the corporate governance statements in a short time in all the Member States simultaneously, a 'top-down' approach is again believed to be necessary. Directive 2006/46/EC needs to be amended in the near future, extending article 1(7) by adding the requirement that the corporate governance statements should be published and consequently kept accessible on the company's website for a period of at least five years.

Recommendation 7: Directive 2006/46/EC needs to oblige the Member States to ensure that corporate governance statements are published on the company's website for a period of at least five years.