The comply or explain principle nowadays is a central element in the corporate governance of the EU. Nevertheless, a common understanding of the scope and necessary conditions for it to work effectively is not yet reached and still a relevant matter of discussion. This book concentrates on how to improve the current practice providing an international overview of the application of the comply or explain principle.
An extensive comparative legal analysis of the comply or explain principle and its embedment in the corporate governance systems of the five countries under research (Belgium, Germany, Italy, the Netherlands and the UK) is performed. The content analysis of corporate governance statements of companies over the years 2005-2007 reveals that a substantive part of the provided explanations for non-compliance are considered insufficient and that improvements in the readability of the statements are necessary.
Twelve recommendations are provided to enhance the legal framework of the comply or explain principle, to modify Directive 2006/46/EC, and address how to improve the application of the comply or explain principle in practice.