Informationspflichten börsennotierter Unternehmen

Die Europäische Kommission bat den Deutschen Anlegerschutzbund im Herbst 2001 um eine Stellungnahme zur Reform der Vorschriften über Informationspflichten börsennotierter Unternehmen.

Hier die Expertise im Wortlaut:

Consolidation of all disclosure requirements

Yes, the DASB e.V. supports the consolidation of the different directives because generally it facilitates for all involved parties the access to the relevant regulations, such as companies, investors and authorities. In addition to that we also believe that the harmonisation of regulations will improve the "climate" for investors in the EC. It corresponds to the introduction of the EURO as only currency in the EURO-zone: When there is only "one money", there should also be only one harmonised system of regulations to invest the money on the capital market.

Scope of application

Generally, we share the point of view that the scope of existing provisions should be enlarged because it helps creating more confidence in some segments of the market and special kinds of issuers (e.g. start-ups and high-tech companies). Remembering the respective negative experiences on the segment called "Neuer Markt" in Germany the extension of the scope might be the adequate means of preventing the dramatic loss of capital due to untrustworthy companies.

But we think that there is still need for differentiation concerning the mentioned provisions in different segments of the market because otherwise maybe smaller companies could not afford to try the IPO due to high costs related to high provisions on the market.

A new quarterly frequency for regular reporting

Yes, we support the idea to introduce quarterly financial reports instead of only half-yearly financial reports. New reports in smaller intervals also contribute to increase the investors' confidence in the capital market. There should also be established the regulation that empowers the authorities to delist companies from the relevant market that do not comply with the rules and do not submit their quarterly reports, as it is use at the "Neuer Markt", the market segment per high growth and technology companies at Deutsche Börse AG in Frankfurt am Main.

Enhanced European Disclosure Standards

We fully support the mentioned propositions as content of the quarterly reports.

A limited review for the quarterly financial report

We share the view that the higher burden of quarterly financial reports should be compensated by easier regulations concerning the review in the proposed way.

A new time limit for the publication of quarterly and annual financial reports

The proposed period of 60 days for the annual report is appropriate.

Concerning the quarterly financial report, however, we suggest a shorter time limit, with regards to the above mentioned limited review by the official auditor. Maybe a 30 days limit would be sufficient.

Upgrading the ad-hoc disclosure requirements

We agree with the proposed upgrading of ad-hoc disclosure requirements. In addition to the upgrading it should be fixed that companies are liable to investors for violating the requirements and have to compensate all damages occurred out of it.

There should be only very few and strictly defined exemptions to the requirements, for example sensitive information about patents or other information that cannot be published without irreparable prejudice for the company. The exemptions should in no case be at the companies discretion.

Publication of information in electronic form

We do not agree that the electronic way of publishing on the homepage of the respective company is the most actual and appropriate way of publishing. Due to the German Modell, the electronic publishing at a neutral agency (Deutsche Gesellschaft für Ad-hoc-Publizität) is more efficient!

The competent authority

We share the point of view that there is a need for one competent authority in each member state that has to be endowed with the necessary powers to fulfil its tasks. This would be in Germany the Bundesaufsichtsamt für den Wertpapierhandel in Frankfurt am Main.

Of course there should be sanctions for infringements of any disclosure requirements. We suggest these sanctions to be very high in order to be effective because the infringements can result in the investors' losing much money and on the other hand help the infringing company or its leaders to gain lots of money, for example by insider-trading. For this reason, the infringing company should also be liable to investors for all damages.

Implementing measures

Maybe it is important to ensure actuality and flexibility of the system of rules. We generally support the suggested way of updating the regulations by the Commission and the European Securities Committee. But the democratic legitimation of the legislator should not be forgotten. For this reason a "clarification" by the Commission should not go too far. The Commission should not be empowered to legislate alone outside the normal procedure of legislation. This is why clear limits to the Commission's powers have to be set up.