I
(Acts whose publication is obligatory)
DIRECTIVE2006/46/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of14June2006
amending Council Directives78/660/EEC on the annual accounts of certain types of companies, 83/349/EEC on consolidated accounts,86/635/EEC on the annual accounts and consolidated accounts of banks and other financial institutions and91/674/EEC on the annual accounts and consolidated
accounts of insurance undertakings
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EURO-PEAN UNION,
Having regard to the Treaty establishing the European Commu-nity,and in particular Article44(1)thereof,
Having regard to the proposal from the Commission,
Having regard to the opinion of the European Economic and Social Committee(1),
Acting in accordance with the procedure laid down in Article251 of the Treaty(2),
Whereas:
(1)On21May2003,the Commission adopted an Action
Plan announcing measures to modernise company law and
enhance corporate governance in the Community.As a
short-term priority,the Community was to confirm the
collective responsibility of board members,increase trans-
parency in transactions with related parties and off-
balance-sheet arrangements and improve disclosure about
corporate governance practices applied in a company.
(2)Pursuant to that Action Plan,members of the administra-
tive,management and supervisory bodies of a company
were,as a minimum requirement,to be collectively
responsible towards the company for drawing up and
publishing annual accounts and annual reports.The same
approach was also to apply to members of the adminis-
trative,management and supervisory bodies of undertak-
ings drawing up consolidated accounts.Those bodies act
within the competences assigned to them by national law.
This should not prevent Member States from going fur-
ther and providing for direct responsibility towards share-
holders or even other stakeholders.On the other hand,
Member States were to refrain from opting for a system
of responsibility limited to individual board members.
However,this should not preclude the ability of courts or
other enforcement bodies in the Member States to impose
penalties on an individual board member.
(3)Liability for drawing up and publishing annual accounts
and consolidated accounts as well as annual reports
and consolidated annual reports is based on national law.
Appropriate liability rules,as laid down by each Member
State under its national law or regulations,should be
applicable to members of the administrative,management
and supervisory bodies.Member States should remain free
to determine the extent of the liability.
(4)In order to promote credible financial reporting processes
across the European Union,members of the company
body that is responsible for the preparation of the com-
pany’s financial reports should have the duty to ensure
that the financial information included in a company’s
annual accounts and annual reports gives a true and fair
view.
(5)On27September2004the Commission adopted a
Communication on preventing and combating financial
and corporate malpractice outlining‘inter alia’the Com-
mission policy initiatives regarding internal control in
companies and responsibility of board members.
(1)OJ C294,25.11.2005,p.4.
(2)Opinion of the European Parliament of15December2005(not yet
published in the Official Journal)and Council Decision of 22May2006.
(6)At present Fourth Council Directive78/660/EEC(1)and
Seventh Council Directive83/349/EEC(2)only provide for
disclosure of transactions between a company and the
company’s affiliated undertakings.With the objective of
bringing companies whose securities are not admitted to
trading on a regulated market closer to companies apply-
ing the international accounting standards for their con-
solidated accounts,disclosure should be extended to cover
other types of related parties,such as key management
members and spouses of board members,but only where
such transactions are material and not carried out at arm’s
length.Disclosure of material transactions with related
parties that are not carried out under normal market con-
ditions can assist users of annual accounts to assess the
miad530
financial position of the company as well as,when the
company belongs to a group,the financial situation of the
group as a whole.Intra-group related party transactions
should be eliminated in the preparation of consolidated
financial statements.
(7)Definitions of a related party as set out in the interna-
tional accounting standards adopted by the Commission
in accordance with Regulation(EC)No1606/2002
of the European Parliament and of the Council of
19July2002on the application of international account-
ing standards(3)should apply to Directives78/660/EEC
and83/349/EEC.
(8)Off-balance-sheet arrangements may expose a company to
risks and benefits which are material for an assessment of
供水控制器the financial position of the company and,when the com- pany belongs to a group,the financial position of the
group as a whole.
(9)Such off-balance-sheet arrangements could be any trans-
actions or agreements which companies may have with
entities,even unincorporated ones,that are not included
in the balance sheet.Such off-balance-sheet arrangements
may be associated with the creation or use of one or more
Special Purpose Entities(SPEs)and offshore activities
designed to address,inter alia,economic,legal,tax or
accounting objectives.Examples of such off-balance-sheet
arrangements include risk and benefit-sharing arrange-
ments or obligations arising from a contract such as debt
factoring,combined sale and repurchase agreements,con-
signment stock arrangements,take or pay arrangements,
securitisation arranged through separate companies and
unincorporated entities,pledged assets,operating leasing
arrangements,outsourcing and the like.Appropriate dis-
closure of the material risks and benefits of such arrange-
ments that are not included in the balance sheet should
be set out in the notes to the accounts or the consoli-
dated accounts.
(10)Companies whose securities are admitted to trading on a
regulated market and which have their registered office in
the Community should be obliged to disclose an annual
corporate governance statement as a specific and clearly
identifiable section of the annual report.That statement
should at least provide shareholders with easily accessible
key information about the corporate governance practices
actually applied,including a description of the main fea-
tures of any existing risk management systems and inter-
nal controls in relation to the financial reporting process.
The corporate governance statement should make clear
whether the company applies any provisions on corpo-
rate governance other than those provided for in national
law,regardless of whether those provisions are directly
laid down in a corporate governance code to which the
company is subject or in any corporate governance code
which the company may have decided to apply.Further-
more,where relevant,companies may also provide an
analysis of environmental and social aspects necessary for
an understanding of the company’s development,perfor-
mance and position.There is no need to impose the
requirement of a separate corporate governance statement
on undertakings drawing up a consolidated annual report.
However,the information concerning the group’s risk
management system and internal control system should
be presented.
(11)The various measures adopted under this Directive should
not necessarily apply to the same types of companies or
undertakings.Member States should be able to exempt
small companies,as described in Article11of Directive
78/660/EEC,from the requirements concerning related
parties and off-balance-sheet arrangements under this
Directive.Companies which already disclose information
about transactions with related parties in their accounts
pursuant to international accounting standards as adopted
in the European Union should not be required to disclose
further information under this Directive,as the applica-
tion of the international accounting standards already
results in a true and fair view of such a company.The
(1)OJ L222,14.8.1978,p.11.Directive as last amended by Directive
2006/43/EC of the European Parliament and of the Council(OJ L157,
9.6.2006,p.87).
(2)OJ L193,18.7.1983,p. 1.Directive as last amended by
Directive2006/43/EC.
(3)OJ L243,11.9.2002,p.1.
provisions of this Directive concerning the corporate gov-
ernancestatement should apply to all companies,includ-
ing banks,insurance and reinsurance undertakings
and companies which have issued securities other than
shares admitted to trading on a regulated market insofar
as they are not exempted by Member States.The provi-
sions of this Directive concerning duties and liabilities of
board members as well as penalties should apply to all
功率
测量companies to which Council Directives78/660/EEC,
86/635/EEC(1)and91/674/EEC(2)apply and to all under-
takings which draw up consolidated accounts in accor-
dance with Directive83/349/EEC.
(12)At present Directive78/660/EEC makes provision for
examination every five years of,inter alia,the maximum
thresholds for balance sheet and net turnover which Mem-
ber States may apply in determining which companies
may be exempted from certain disclosure requirements.In
addition to those five-yearly examinations,an additional
one-off increase in those balance sheet and net turnover
thresholds may also be appropriate.There is no obliga-
tion on Member States to make use of those increased
thresholds.
(13)Since the objectives of this Directive,namely facilitating
cross-border investments and improving EU-wide compa-
rability and public confidence in financial statements and
reports through enhanced and consistent specific disclo-
sures,cannot be sufficiently achieved by the Member
States and can therefore,by reason of the scale and the
effects of this Directive,be better achieved at Community
level,the Community may adopt measures,in accordance
with the principle of subsidiarity as set out in Article5of
the Treaty.In accordance with the principle of propor-
tionality,as set out in that Article,this Directive does not
go beyond what is necessary in order to achieve those
objectives.
(14)This Directive respects the fundamental rights and
observes the principles recognised in particular by the
Charter of the Fundamental Rights of the European Union.
(15)In accordance with paragraph34of the Interinstitutional
agreement on better law-making(3),Member States are
encouraged to draw up,for themselves and in the inter-
ests of the Community,their own tables illustrating,as far
as possible,the correlation between this Directive and the
transposition measures,and to make them public.
(16)Directives78/660/EEC,83/349/EEC,86/635/EEC
and91/674/EEC should therefore be amended
accordingly,HAVE ADOPTED THIS DIRECTIVE:
Article1
Amendments to Directive78/660/EEC
Directive78/660/EEC is hereby amended as follows:
1.in Article11,the first paragraph shall be amended as follows:
(a)in the first indent the words‘balance sheet total:
EUR3650000’shall be replaced by the words‘balance
sheet total:EUR4400000’;
(b)in the second indent the words‘net turnover:
EUR7300000’shall be replaced by the words‘net
turnover:EUR8800000’;
折叠帐篷
2.in Article11,third paragraph,the words‘the Directive set-
ting those amounts in consequence of the review provided for in Article53(2)’shall be replaced by‘any Directive set-ting those amounts’;
3.in Article27,the first paragraph shall be amended as follows:
(a)in the first indent the words‘balance sheet total:
EUR14600000’shall be replaced by the words‘bal-
ance sheet total:EUR17500000’;
(b)in the second indent the words‘net turnover:
EUR29200000’shall be replaced by the words‘net
turnover:EUR35000000’;
4.in Article27,third paragraph,the words‘the Directive set-
ting those amounts in consequence of the review provided for in Article53(2)’shall be replaced by‘any Directive set-ting those amounts’;
5.in Article42a,the following paragraph shall be added:
‘(5a)By way of derogation from the provisions of para-graphs3and4,Member States may,in accordance with international accounting standards as adopted by Commis-sion Regulation(EC)No1725/2003of29September2003 adopting certain international accounting standards in accor-dance with Regulation(EC)No1606/2002of the European Parliament and of the Council(*),as amended until5Sep-tember2006,permit or require valuation of financial instru-ments,together with the associated disclosure requirements
(1)OJ L372,31.12.1986,p.1.Directive as last amended by Directive
2003/51/EC of the European Parliament and of the Council(OJ L178,
17.7.2003,p.16).
(2)OJ L374,31.12.1991,p.7.Directive as amended by Directive
2003/51/EC.
(3)OJ C321,31.12.2003,p.1.
which are provided for in international accounting standards adopted in accordance with Regulation(EC)No1606/2002 of the European Parliament and of the Council of 19July2002on the application of international accounting standards(**).
(*)OJ L261,13.10.2003,p.1.Regulation as last amended by Regulation(EC)No108/2006(OJ L24,27.1.2006,
p.1).
(**)OJ L243,11.9.2002,p.1.’
6.in Article43(1),the following points shall be inserted:
‘(7a)the nature and business purpose of the company’s arrangements that are not included in the balance sheet
and the financial impact on the company of those
arrangements,provided that the risks or benefits aris-
ing from such arrangements are material and in so far
as the disclosure of such risks or benefits is necessary
for assessing the financial position of the company.
Member States may permit the companies referred to in
Article27to limit the information required to be dis-
closed by this point to the nature and business pur-
pose of such arrangements;
(7b)transactions which have been entered into with related parties by the company,including the amount of such
transactions,the nature of the related party relation-
ship and other information about the transactions nec-
essary for an understanding of the financial position of
the company,if such transactions are material and have
not been concluded under normal market conditions.
Information about individual transactions may be
aggregated according to their nature except where sepa-
rate information is necessary for an understanding of
the effects of related party transactions on the finan-
cial position of the company.
Member States may permit the companies referred to in
Article27to omit the disclosures prescribed in this
point unless those companies are of a type referred
to in Article1(1)of Directive77/91/EEC,in which case
Member States may limit disclosure to,as a minimum,
transactions entered into directly or indirectly between:
(i)the company and its major shareholders,
and
(ii)the company and the members of the administra-tive,management and supervisory bodies.
Member States may exempt transactions entered into
between two or more members of a group provided
that subsidiaries which are party to the transaction are
wholly owned by such a member.
“Related party”has the same meaning as in interna-
tional accounting standards adopted in accordance with
车架总成
Regulation(EC)No1606/2002.’
7.the following Article shall be inserted:
‘Article46a
1.A company whose securities are admitted to trading
on a regulated market within the meaning of Article4(1), point(14)of Directive2004/39/EC of the European Parlia-ment and of the Council of21April2004on markets in financial instruments(*)shall include a corporate governance statement in its annual report.That statement shall be included as a
specific section of the annual report and shall contain at least the following information:
(a)a reference to:
(i)the corporate governance code to which the com-
pany is subject,
and/or
(ii)the corporate governance code which the company may have voluntarily decided to apply,
and/or
(iii)all relevant information about the corporate gover-nance practices applied beyond the requirements
under national law.
Where points(i)and(ii)apply,the company shall also
indicate where the relevant texts are publicly available;
where point(iii)applies,the company shall make its
corporate governance practices publicly available;
(b)to the extent to which a company,in accordance with
national law,departs from a corporate governance code
referred to under points(a)(i)or(ii),an explanation by
the company as to which parts of the corporate gover-
nance code it departs from and the reasons for doing
so.Where the company has decided not to apply any
顶空瓶provisions of a corporate governance code referred to
under points(a)(i)or(ii),it shall explain its reasons for
doing so;
(c)a description of the main features of the company’s
internal control and risk management systems in rela-
tion to the financial reporting process;
(d)the information required by Article10(1),points(c),(d),
(f),(h)and(i)of Directive2004/25/EC of the European
Parliament and of the Council of21April2004on take-
over bids(**),where the company is subject to that
Directive;
(e)unless the information is already fully provided for in
national laws or regulations,the operation of the share-
holder meeting and its key powers,and a description of
shareholders’rights and how they can be exercised;
(f)the composition and operation of the administrative,
management and supervisory bodies and their
committees.
2.Member States may permit the information required
by this Article to be set out in a separate report published together with the annual report in the manner set out in Article47or by means of a reference in the annual report where such document is publicly available on the compa-ny’s website.In the event of a separate report,the corporate governance statement may contain a reference to the annual report where the information required in paragraph1, point(d)is made available.Article51(1),second subpara-graph shall apply to the provisions of paragraph1,points(c) and(d)of this Article.For the remaining information,the statutory auditor shall check that the corporate governance statement has been produced.
3.Member States may exempt companies which have
only issued securities other than shares admitted to trading on a regulated market,within the meaning of Article4(1), point(14)of Directive2004/39/EC,from the application of the provisions of paragraph1,points(a),(b),(e)and(f), unless such companies have issued shares which are traded in a multilateral trading facility,within the meaning of Article4(1),point(15)of Directive2004/39/EC.
(*)OJ L145,30.4.2004,p.1.
(**)OJ L142,30.4.2004,p.12.’
8.the following Section shall be inserted:
‘SECTION10A
Duty and liability for drawing up and publishing the annual accounts and the annual report
Article50b
Member States shall ensure that the members of the admin-istrative,management and supervisory bodies of the com-pany have collectively the duty to ensure that the annual accounts,the annual report and,when provided separately, the corporate governance statement to be provided pursu-ant to Article46a are drawn up and published in accordance
with the requirements of this Directive and,where appli-cable,in accordance with the international accounting standards adopted in accordance with Regulation(EC) No1606/2002.Such bodies shall act within the compe-tences assigned to them by national law.
Article50c
Member States shall ensure that their laws,regulations and administrative provisions on liability apply to the members of the administrative,management and supervisory bodies referred to in Article50b,at least towards the company,for breach of the duty referred to in Article50b.’
9.Article53a shall be replaced by the following:
‘Article53a
Member States shall not make available the exemptions set out in Articles11,27,43(1),points(7a)and(7b),46, 47and51in the case of companies whose securities are admitted to trading on a regulated market within the mean-ing of Article4(1),point(14)of Directive2004/39/EC.’
10.the following Article shall be inserted:
‘Article60a
Member States shall lay down the rules on penalties appli-cable to infringements of the national provisions adopted pursuant to this Directive and shall take all the measures necessary to ensure that they are implemented.The penal-ties provided for must be effective,proportionate and dissuasive.’
11.Article61a shall be replaced by the following:
‘Article61a
Not later than1July2007,the Commission shall review the provisions in Articles42a to42f,Article43(1)(10) and(14),Article44(1),Article46(2)(f)and Article59(2)(a) and(b)in the light of the experience acquired in applying provisions on fair value accounting,with particular regard to IAS39as endorsed in accordance with Regulation(EC) No1606/2002,and taking account of international devel-opments in the field of accounting and,if appropriate,sub-mit a proposal to the European Parliament and the Council with a view to amending the abovementioned Articles.’
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