La Confédération Européenne des Associations d’Administrateurs

The European Confederation of Directors’ Associations

A not-for-profit association incorporated in 2004 in Brussels

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“The European Voice

of Directors”“The European Voice

of Directors”

• The European Confederation of Directors' Associations (ecoDa) is a not-for-profit association founded in 2004 under the laws of Belgium. Its objective is to represent the views of company directors from EU member states to corporate governance policy-makers at EU level.

• ecoDa is based in Brussels, in the European area, at 42, Rue de la Loi.

• ecoDa represents around several thousands of board members throughout the main national institutes of directors in Europe.

• ecoDa’s member organisations represent board directors from the largest public companies to the smallest private firms, both listed and unlisted.

ecoDa: its identity

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Our 12 Full Members:Our 12 Full Members:

• The French Institute of Directors (Institut Français des Administrateurs, IFA)

• The Belgian Institute of Directors (GUBERNA) • The British Institute of Directors, IoD• The Institut Luxembourgeois des Administrateurs, ILA• The Directors’ Institute of Finland• The Spanish Instituto de Consejeros – Administradores,

Our 6 Affiliated Members:Our 6 Affiliated Members:

• The Croatian Institute of Directors• The Macedonian Institute of Directors (MioD)• The Institute of Chartered Secretaries and Administrators, ICSA, London

Our Corporate Associates :Our Corporate Associates :

• KPMG with the Audit Committee Institute• The Danish BoardNetwork

ecoDa: a wide network

• The Slovenian Directors’ Association • The Polish Institute of Directors (PID)• The Norwegian Institute of Directors (Styreinstitutt)• The Swedish Academy of Board Directors

(StyrelseAkademien)• The German Directors’ Association (Vereinigung der

Aufsichtsrate in Deutschland e.V., VARD)• The Dutch Institute of Directors (Nederlandse

vereniging van Commissarissen en Directeuren, NCD)

• The European Confederation of Institutes of Internal Auditing, ECIIA , Brussels

• The Institute of Business Ethics (IBE) , London• The Association "Femmes diplômées d'expertise

comptable Administrateurs", AFECA, France

More than 60.000 board

members affiliated to our full

member associations.More than 60.000 board

members affiliated to our full

member associations.

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Our Research Associate:Our Research Associate:

• The Canadian College of Directors, University Laval, Quebec

Our Global AffiliationsOur Global Affiliations• Member of the Global Network of Director Institutes (GNDI): Australia, Brazil, Canada, Europe, Malaysia, New-Zealand, South-

Africa, UK and USA• Regional Affiliate of Global Corporate Governance Forum of the IFC [World Bank Group]. Partnership towards regional

development of new institutes of directors in Eastern and South East Europe

• ecoDa acts as a high-level forum for debate and for the exchange of experiences to promote high standards for directors. It is a standing body where national experiences, practices and views are shared and discussed in detail.

• ecoDa is active in promoting Corporate Governance at large as well as the role of directors towards shareholders and other corporate stakeholders. ecoDa aims at contributing to the success of its national institutes and all its members.

• ecoDa’s strategic mission is

– 1- to promote the role of directors, to develop professionalism and European governance standards by acting as a standing body where national experiences are shared and discussed in detail,

– 2- to influence the European decision-making on corporate governance by reacting to pending

issues in the European pipeline or by pro-actively taking own initiatives to generate European debate and reflection,

– 3- to provide services to its members, mainly by providing information regarding relevant European issues,

– 4- to facilitate the development of new national director institutes and attract new members in order to strengthen its European representativeness.

ecoDa: its strategic mission

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• Monitoring of the European issues dealing with CG and company law at large

• Various recent position papers

December 2012, ecoDa published its report of the Annual Conference 2012 on "Comply or Explain: preserving governance flexibility with quality explanations »

September 2012: ecoDa’s position paper on the proposal for a Directive of the European Parliament and the Council amending directive 2006/43/EC on Statutory audis of annual accounts and consolidated accounts

July 2012: Draft guidelines for assessing the suitability of members of the management body and key function holder of a credit institution (EBA consultation)

June 2012: ecoDa’s response to the EU Consultation on Company Law

May 2012: ecoDa’s reaction to the EU Commission Consultation on Gender Equality in Corporate Board Rooms Slide 5

ecoDa: a well established actor: lobbying [1]

• On 3rd December 2012, ecoDa and ECIIA presented their guidance on

« Making the most of the Internal Audit Function: Recommandations for Directors and Board Committees »

Effective internal audit can not only provide assurance over a company’s risk controls and governance processes, it can make sure that everyone is working effectively to that end with little waste or duplication. In addition, it can give comfort to directors and board committees that the decisions they make are based on sound assumptions and risk assessments – and can advise on how to improve the effectiveness of information flowing to the board.

• Audit Committees Guidance for European Companies issued in 2011

This publication articulates the principles underlying the audit committee’s role and aims to help steer organisations through the new requirements set out in the Statutory Audit Directive.

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Recent contributions to CG guidance (1)

• Corporate Governance Guidance and Principles for Unlisted Companies in Europe, a pioneer initiative in 2010 to provide practical tools to board directors in Europe.

In this document, fourteen principles of good governance are presented on the basis of a dynamic phased approach, which takes into account the degree of openness, size, complexity and level of maturity of individual enterprises.

The Guidance was translated into different languages and tailored for different national markets.

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Recent contributions to CG guidance (2)

• Contribution to the Study on Monitoring and Enforcement Practices in Corporate Governance in the Member States carried out by RiskMetrics for the European Commission in 2009.

• Organisation of various events and round-table discussions (Ethics, CSR, gender diversity, Audit Committees, etc)

• 2 Days of Professional Development for European Directors in Brussels, twice a year. It allows participants to benchmark their own board and

governance practices with those of similar companies in other European countries.

It offers an expert briefing on significant policy issues in European corporate governance (including regulatory developments).

Throughout the module, participants are provided with the information and know-how that will be essential in fulfilling a cross-border board mandate.

• Permanent benchmarking activities among its members

• A multipartite convention on cross-membership system, to enable one director affiliated to one institute of directors to become a member of another institute provided reduced fees.

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ecoDa: education and benchmarking

ecoDa: its annual European conferences• 2006: « Does Ethic Pay? The View of Directors », Conference moderated by John

Plender, Financial Times• 2007: « CSR: What's in for Directors? », High-level speakers: Richard Howitt, European

Parliament, Committee on Employment and Social Affairs and Pierre Delsaux, Director of Free movement of capital, company law and corporate governance, DG Markt, European Commission

• 2008: « Private Equity & Corporate Governance. Perfect marriage or contradiction in terms? », April 2008, High-level speakers: Pervenche Berès, European Parliament

• 2009: « The Boardroom's response to the Crisis», High-level speakers: José María Garrido García, the European Corporate Governance Forum (ECGF) and Member of the Spanish Commission for Corporate Governance

• 2010: “Unlisted Companies as Drivers of Economic Growth - The role of Good Governance”

• 2011: « Diversity going over board » with high-level speakers including senior directors, academics and representatives from the European Commission.

• 2012: “Comply or Explain - Preserving Governance Flexibility with Quality Explanations”, March 2012

• 2013: “ The Action Plan on Corporate Governance and Company Law – What’s in it and why”, February 4th

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• NewslettersFour newsletters a year with accurate information not only on CG but also on Company Law and financial topics at large, and including all the important CG events

• News watching [over 200 news mails per year]Information regarding latest discussions at the European Parliament, latest speeches, etc.

• A website www.ecoda.org

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ecoDa: other activities

• The European Commission

• The European Parliament,

• The European Council,

• Other Corporate stakeholders and

• All related European federations.

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ecoDa: our target audience

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ecoDa: our organisation chart

General Meeting

Board of Directors

Policy Committee

MembershipCommittee

Benchmarkng Committee

EducationCommittee

Communications Committee

Nomination Committee Administrative Committee

General Secretariat

• The Policy Committee, whose mission is to express ecoDa’s views on topical issues raised at the European level, to react to any initiatives taken by the Commission or the Parliament, to initiate new policy developments on specific issues relevant in terms of corporate governance.Chairman: Lutgart van den Berghe [Belgium]

• The Membership Development Committee, whose duties are of framing the membership development strategy of ecoDa, of examining formal membership applications, ensuring the smooth integration of new members and ecoDa’s enlargement to corporate members, and looking for sponsoring.Chairman [interim]: Philippe Decleire [Belgium]

• The Communication Committee whose mission is to promote ecoDa’s activities, events and programmes towards its members, towards Medias and relevant organizations.Chairman: Suzanne Liljegren [Sweden¨]

• The Benchmarking and Information Committee whose mission is to oversee the ecoDa European education programme, 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.

• Chairman: Richard Zisswiller [France]

• The Education Committee should accompany national directors education and certification programmes by providing a better understanding of the European governance regulatory process and of cross-border directorship. Chairman: Roger Barker [United Kingdom]

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ecoDa: our standing committees

Chairman: Patrick Zurstrassen

Board of Directors: Juan Álvarez-Vijande [Spain], Daniel Lebègue [France], Irena Prijovic [Slovenia], Turid Elisabeth Solvang [Norway], Simon Walker [United-Kingdom], Lutgart Van den Berghe [Belgium], Maarit Aarni-Sirviö [Finland], Lars-Erik Forsgårdh [Sweden], Peter Dehnen [Germany], Patrick Zurstrassen [Luxembourg].

Secretary General: Béatrice Richez-Baum

Office Manager:Amandine Fivet

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ecoDa: our board composition.Our General Secretariat

For more information • on ecoDa : www.ecoda.org

• on the Comply or Explain report : http://www.ecoda.org/CoEreport.html

• on ecoDa’s various position papers: http://www.ecoda.org/Position%20Papers.html

• on the ecoDa and ECIIA’s guidance on Internal Audit: http://www.ecoda.org/InternalAudit2012.html

• on “the Audit Committee Guidance for European Companies” and “the Corporate Governance Guidance and Principles for Unlisted Companies in Europe”: http://www.ecoda.org/Publications.html

• on the contribution to the Study on Monitoring and Enforcement Practices in Corporate Governance in the Member States carried out by RiskMetrics for the European Commission in 2009: http://www.ecoda.org/Studies.html

• on our different Education programmes for European Directors: http://www.ecoda.org/Trainingprogrammes.html

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ecoDa

rue de la Loi, 42

1040 Brussels

Phone : 0032 2 231 58 11

Fax : 0032 2 231 58 31

Email : beatrice.richez-baum@ecoda.org

Website : www.ecoda.org

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To contact us: