ESMA's work in the area of corporate disclosure aims at providing investors with adequate information on the companies they invest in, thereby ensuring better investor protection. It covers a number of fields: International Accounting Standards, Prospectus, Transparency, Audit, Takeover Bids and Corporate Governance related to listed companies.
This work is carried out by the Corporate Finance Standing Committee (CFSC) and the Corporate Reporting Standing Committee (CRSC), which are supported by several permanent working groups and a number of temporary task forces. Additionally, each Standing Committee has a Consultative Working Group composed of external stakeholder representatives.
The objective of the International Accounting Standards (IAS) Regulation is the harmonisation of the financial information presented by issuers of securities in the EU in order to ensure a high degree of transparency and comparability of financial statements. This will contribute to an efficient functioning of the European capital market and of the internal market
The EU prospectus regime harmonises requirements for the drafting, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in an EU Member State. The regime is designed to reinforce investor protection by ensuring that all prospectuses, wherever issued in the EU, provide clear and comprehensive information. At the same time, it is designed to make it easier for companies to raise capital throughout the EU on the basis of approval from a single competent authority.
The Transparency Directive aims to ensure transparency of information related to companies whose securities are admitted to trading on a regulated market through disclosure of periodic and on-going regulated information and the dissemination of such information to the public. Examples of regulated information are financial reports, non-financial information, information on major holdings of voting rights and information disclosed pursuant to the regulation/trading/market-abuseMarket Abuse Regulation.
Corporate Governance for listed companies
ESMA identifies and addresses developments in the area of listed companies’ corporate governance, including those proposed by the European Commission, and undertakes further actions in accordance with ESMA’s responsibilities.
In 2016, the EU audit regime introduced stricter requirements on the statutory audits of public-interest entities, such as listed companies, credit institutions and insurance undertakings. This reduces risks of excessive familiarity between statutory auditors and their clients, encourages professional scepticism and limits conflicts of interest.
Takeover Bids Directive
The Takeover Bids Directive aims to ensure equal treatment in the EU for all companies that launch takeover bids or that are subject to a change in control. It also ensures protection and fair treatment of investors in companies that are subject to such situations and have at least some of their securities admitted to trading on a regulated market in a Member State.