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Europaudvalget 2007-08 (1. samling)
KOM (2007) 0023 Bilag 1
Offentligt

Danish proposals for simplification

- fast track actions and proposals for priority areas

Area of the proposal

Company Law

Maritime

Financial

Statistics

Environment

Total

Fast track proposals

Legislation

Need for

simplification

September 2007.

No. of proposals

Company Law

Council Directive of 9 October 1978 (78/855/EEC) and 6

Council Directive of 17 December 1982 (82/891/EEC)

In case of a merger and division both a draft terms and a statement

are required.

The draft terms, that are to be drawn up by the administrative or

management bodies, must contain a series of information regarding

amongst other things the type, name and registered office, the share

exchange ratio and the amount of any cash payment to the

stockholders in the dissolving companies. The management body

must in the statement explain and justify the plan. The statement must

furthermore explain the fixing of cash payments to stockholders.

Practice has shown that there is a considerable overlap between the

two documents. To this must be added that the statements are often

futile and therefore of very little practical use for the stockholders.

On this regard it is recommended that the demand of a statement in

case of a merger or division is abolished or alternatively that the two

documents are compiled into one.

€ 169.718 + € 74.384

Company Law

Council Directive of 9 October 1978 (78/855/EEC)

Report done by an impartial assessor in case of a merger where the

continuing company is a public limited company and one of the

dissolving companies is a private company (3

council directive).

Where shares are issued for a consideration other than in cash in the

course of an increase in the subscribed capital there is in the 2

council directive an obligation for the companies to present a report

Proposal for

simplification

Reductions

Legislation

Need for

simplification

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done by an impartial assessor – typically an accountant.

council directive and 3

council directive contain an exemption to

this rule, which stipulates that a report is not required in case of a

merger. The exemption however only involves public limited

companies who are covered by these directives. This means that only

mergers between public limited companies are exempted from the

requirement of a report. In merger cases where the continuing

company is a public limited company and one of the dissolving

companies are a private company a report will therefore be required.

It is recommended that the 3

council directive is changed so that it

becomes clear that all mergers are exempted from the requirement of

an assessment report without regard to the fact only public limited

companies are covered by the 2

and 3

council directive.

€ 90.726

Company Law

council directive of 17 December 1982 (82/891/EEC)

Assessment report in case of division (6

council directive)

As noted above, where shares are issued for a consideration other

than in cash in the course of an increase in the subscribed capital

there is in the 2

council directive an obligation for the companies to

present a report done by an impartial assessor – typically an

accountant.

council directive and 3

council directive contain an exemption to

this rule, which stipulates that such a report is not required in case of

a merger. By mistake a similar provision has not been implemented

in 2

council directive or 6

council directive regarding divisions.

It is recommended that an increase of capital and foundations as part

of a division is also exempted from the requirement of an assessment

report.

€ 395.565

Company Law

Council Directive of 9 October 1978 (78/855/EEC) and 6

Council Directive of 17 December 1982 (82/891/EEC)

Accounting statement in case of merger and division (3

and 6

council directive).

It is important to notice, that the fact, that an accounting statement in

some circumstances is required is not a large burden in an AMVAB-

perspective. The reason for this is however that the costs of drawing

up such an accounting statement are so large that the companies

avoid putting themselves in situations where an accounting statement

Proposal for

simplification

Reductions

Legislation

Need for

simplification

Proposal for

simplification

Reductions

Legislation

Need for

simplification

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is needed.

The Accountant statement, that must be done in case the latest annual

accounts relate to a financial year which ended more than six months

before that date, is aimed at securing that the stockholders are able to

take well informed decisions.

It seems logical that the stockholders themselves have the opportunity

to decide whether the document should be drawn up. This is however

not possible with the current directives.

€ 67.204 + € 54.940

Company Law

SECOND COUNCIL DIRECTIVE of 13 December 1976 on

coordination of safeguards which, for the protection of the interests of

members and others, are required by Member States of companies

within the meaning of the second paragraph of Article 58 of the Treaty,

in respect of the formation of public limited liability companies and the

maintenance and alteration of their capital, with a view to making such

safeguards equivalent (77/91/EEC)

Art. 15 (2)

When the laws of a Member State allow the payment of interim

dividends a interim accounts shall be drawn up showing that the

funds available for distribution are sufficient.

The Board of directors will be responsible, if for example a creditor

incur losses due to a payment of dividens.

It seems logical that the board of directors, who have the

responsibility, also have the opportunity to decide which documents

should be drawn up. This is however not possible with the current

directive.

€ 2.016.129

Maritime

Regulation No 725/2004 of 31 March 2004 on enhancing ship and port

facility security.

Article 9 regulation 4 states:

“Six months after the date of application of the relevant measures

referred to in Article 3, the Commission, in cooperation with the focal

point referred to in paragraph 2, shall start a series of inspections,

including inspections of a suitable sample of port facilities and

relevant companies, to monitor the application by member States of

this Regulation.”

The fact is that vessels are very often inspected by a number of

different authorities who perform inspections of the very same objects

Proposal for

simplification

Reductions

Legislation

Need for

simplification

Proposal for

simplification

Reductions

Legislation

Need for

simplification

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such as for example the efficiency of the vessel’s access control, the

presence of the vessel’s certificates and to various degrees also the

crew’s ability to cope with the requirements in the vessel’s Ship

Security Plan:



All vessels to which Regulation 725/2004 applies were ISPS

certified in 2004 by the Contracting Government



These vessels are being audited in the future by the Contracting

Government on a regular basis



These vessels are being monitored closely by the Contracting

Government as required in the ISPS Code reg. A 4.4



These vessels are being inspected (incl. ISPS) by the Port State

Control regime on a regular basis

Further ISPS inspections will increase the administrative burdens on

board the vessels.

The Commission is encouraged to consider the above mentioned ISPS

inspections on board ships as sufficient and consider to participate with

Member States on the regular inspections. Thus, article 9 regulation 4

must be adapted accordingly to include a coordination of EU and

national ISPS inspections.

Save time for inspections on board ships and minimise the

administrative burdens related to inspections (working hours).Thus, a

co-ordination of EU/national ISPS inspections of ships will reduce the

overall number of inspections to mutual benefit of all involved relevant

parties. A rough estimate is that a national ISPS inspection takes two

working days and is conducted nationally three times a year while an

ISPS inspection takes three days. It is not yet possible to estimate the

reductions as it is up to the Commission to decide the number of

inspections. Therefore, it is impossible to estimate the overall costs in

working hours saved.

Maritime

Regulation No 725/2004 of 31 March 2004 on enhancing ship and port

facility security.

for Article 6 concerning notification of security information prior to entry

into every port of a member State.

The ISPS already includes reporting procedures and in general ships

are already monitored through AIS systems and reporting procedures

to ports at arrival already exists.

Reporting should be minimized due to workload of the crew on board

ships and in ports.

The Commission is encouraged to consider whether the existing

Proposal for

simplification

Reductions

Legislation

Need

simplification

Proposal for

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simplification

Reductions

Legislation

Need for

simplification

requirement could be removed.

Less administrative work load on board vessels and in ports. Assuming

there are 20.000 reports annually and one report takes about 15

minutes, the administrative reductions will make a total around EUR

173,000 (DKK 1,300,000) annually according to a rough estimate.

This estimate accounts for Danish ports only.

Maritime

Council Directive 97/70/EC of 11 December 1997 setting up a

harmonized safety regime for fishing vessels of 24 meters in length

and over.

Article 3 of the directive General requirements states:

“Member States shall ensure that the provisions of the Annex to the

Torremolinos Protocol are applied to the fishing vessels concerned

flying their flag, unless Annex I to this Directive provides otherwise.”

Article 6 point 2 of the directive and regulation 6 of chapter I to the

Annex to the Torremolinos Convention states in (1) (b) that surveys

regarding the structure including the outside of the hull shall be carried

out with intervals of four years. This requirement is in contradiction to

the requirements adopted by the recognised organisations mentioned in

Article 5 of the directive these organisations are carrying out surveys

with intervals of five years.

This means that a fishing vessel according to the rules of the

recognised organisations have to carry out surveys within intervals of 5

years and according to the flag State rules within intervals of 4 years,

which is a unnecessary burden.

The need for harmonisation to a system as in the SOLAS convention

(surveys within 5 years) is very much needed.

Reduce the administrative burdens for the industry. Assuming a fishing

vessel’s life in average is around 40 years, the number of surveys is

reduced by four surveys per vessel and a survey takes around eight

working hours per fishing vessel, the administrative reductions will

make a total of around EUR 185,000 (DDK 1,400,000) annually

according to a rough estimate.

Financial

Directive 2002/92/EC of the European Parliament and the Council of 9

December 2002 on insurance mediation.

Intermediaries (Tied agents) who only carry on the activity of

insurance mediation under the full responsibility of one or more

insurance companies should not be subject to registration requirements

like independent intermediaries who act on their own behalf and under

their own full responsibility.

Proposal for

simplification

Reductions

Legislation

Need for

simplification

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Proposal for

simplification

Reductions

Legislation

Need for

simplification

When intermediaries act under the full responsibility of one or more

insurance companies there is no need for consumer protection in the

form of a registration system. Insurance companies, which are fully

responsible and to which consumers can refer if an intermediaries do

not act correctly, will not allow their products to be sold by

intermediaries who do not act in a proper way.

Abolish the demand in article 3 for registration of intermediaries who

act under the full responsibility of one or more insurance companies.

Estimated € 400,000 (proposal 9 and 10)

Financial

Directive 2002/92/EC on insurance mediation

The directive should be simplified regarding the registration

requirements and the use of criminal records.

For instance, when a bank – being an insurance mediation – is

registered with the cooperating insurance company, art 3, it seems

administratively burdensome and too excessive that also the persons

within the management who are responsible for the mediation

business. The requirement in art 4 according to which the management

and any staff directly involved in insurance mediation shall provide a

clean police record and be subject to current surveillance on this issue

is also administratively burdensome. The fulfilment of the principle of

“good repute” should be left to the banks and should not be based on a

general requirement of providing a clean police record, unless where

there is reason for that.

Abolish the requirement in art 4 according to which the management

and any staff directly involved in insurance mediation shall provide a

clean police record and be subject to current surveillance on this issue.

Estimated € 400,000 (proposal 9 and 10)

Statistics

Harmonize the nomenclatures in Intrastat, Extrastat and Prodcom

Council Regulation (EEC) No 3330/91 on the statistics relating to the

trading of goods between Member States.

The nomenclatures in Intrastat, Extrastat and Prodcom are not

identical; two different measures of quantity (net mass in kg, and

secondary measure like litres or pieces) are required for trading

information on some goods.

The measures of quantity should be made meaningful in relation to the

products. It often causes big difficulties for the enterprises to measure

the weight of for example software and clothing.

Furthermore it is of great importance that the measures of quantity are

made similar in Intrastat, Extrastat and Prodcom. With similar

measures more information can be transferred between the statistics.

No studies have been made of the potential economic gains of a

Proposal for

simplification

Reductions

Legislation

Need for

simplification

Proposal for

simplification

Reduction

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Legislation

Need for

simplification

Proposal for

simplification

harmonisation of the nomenclatures. In Denmark the companies'

administrative burdens from the statistics are: Intrastat 17 mio. euro

per year, Prodcom 475.000 euro per year, Extrastat - import 4.750 euro

per year.

Environment

Harmonisation of VOC-definitions

Council Directive 1999/13/EC of 11 March 1999 on the limitation of

emissions of volatile organic compounds due to the use of organic

solvents in certain activities and installations.

Directive 2004/42/CE of the European Parliament and of the Council

of 21 April 2004 on the limitation of emissions of volatile organic

compounds due to the use of organic solvents in certain paints and

varnishes and vehicle refinishing products and amending Directive

1999/13/EC.

2002/739/EC: Commission Decision of 3 September 2002 establishing

revised ecological criteria for the award of the Community eco-label to

indoor paints and varnishes and amending Decision 1999/10/EC.

The definition of a volatile organic compound varies in the Directives.

It is generally not suitable to have different definitions, especially

when the directives interact.

Examples:

In Directive 1999/13/EC a VOC is defined as: "…any organic

compound having at 293,15 K a vapour pressure of 0,01 kPa or more,

or having a corresponding volatility under the particular conditions of

use."

In Directive 2004/42/EC a VOC is defined as: "…any organic

compound having an initial boiling point less than or equal to 250°C

measured at a standard pressure of 101,3 kPa."

In Commission Decision 2002/739/EC the same definition is used but

with a different wording: "…a volatile organic compound is any

organic compound with, at normal conditions for pressure, a boiling

point (or initial boiling point) lower than or equal to 250 °C."

The definitions should be harmonised; so the enterprises have one

definition to comply with. Denmark appreciates the necessity of

harmonisation of VOC-definitions in the 3 directives. Particularly

because of the interfaces between the regulations. The Fast Track

proposal may imply relaxation of administrative as well as economic

burdens for both companies and authorities.

Denmark therefore supports harmonization of VOC-definitions,

provided that a future common VOC-definition ensures an equally

environmentally strong regulation of VOC release as regulation

according to the existing three directives.

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Reductions

It has not been calculated how much the enterprises could save if the

proposal was implemented, but it must be assumed that a clear set of

rules would entail an economic gain, when the enterprises only would

have one definition to relate to. A clear set of rules would also remove

a cause of frustration.

Proposals for the priority areas

Legislation

Statistics

Abolish

the

statistic

the

businesses'

investments for environmental purposes.

Council Regulation (EC, Euratom) No 58/97 of 20 December 1996

concerning structural business statistics, Regulation EC No.

2056/2002.

The Structural Business Statistics Regulation (Council Regulation EC

No. 58/97) instructs the Member States to collect information on

businesses investment for the protection of the environment. The

reporting requirements were originally limited to “end of pipe

investments”. An amendment of the Regulation adopted in November

2002 (Regulation EC No. 2056/2002) expands the legal reporting

requirements to include the variables “investments in integrated

technologies” and “total current expenditure on environmental

protection”.

Denmark has along with several of the Member States asked for an

exemption from the statistic and with good reason. It is a guessing

game for the enterprises how much of the investment is for

environmental purposes. For example, an enterprise buys a new

machine which enhances productivity, and has less effect on the

environment. How much of the total investment is environmental? A

hard question to answer.

The part of the statistic which relates to environmental investments

should be abolished; as it does not make any sense to collect figures

which are not reliable.

At the moment the numbers are only collected in some countries, and

DI does not have the figures for the potential economic gain for the

enterprises. An abolishment would without a doubt remove a big

frustration for the enterprises, as it is a pointless exercise to try and

collect these figures.

Financial

Directive 2002/83/EC of the European Parliament and of the Council

of 5 November 2002 concerning life assurance

The directive imposes, among other things, several information

obligations on the companies.

Need for

simplification

Proposal for

simplification

Reductions

Legislation

Summary

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Need for

simplification

Proposal for

simplification

In a number of areas it would be possible to simplify the rules so that

the information required, to a higher degree than today, reflects the

needs of the customer. This also implies the possibility of applying

means of digital communication, for example presenting information

relevant to the customers at the internet. Besides simplification along

these lines would considerably reduce the administrative burden for the

companies.

Art. 36, 1. - " Before the assurance contract is concluded, at least the

information listed in Annex III(A) shall be communicated to the policy

holder"

The directive requires that the company communicate a number of

information to the policy holder before conclusion of the insurance

contract.

The requirement for information before conclusion of the contract

should be replaced by a requirement for information in connection

with the conclusion of the contract. The important thing is to make

sure that the information is communicated to the policy holder at the

time when he needs the information, at the latest, for example when

the policy holder is to make certain choices or back off from the

contract. Furthermore, in certain insurance schemes, not least schemes

where membership of the scheme is made mandatory by another

contract, it is often not possible to fulfil the requirement for

communication of the information before conclusion of the contract as

the policy holder is enrolled in the scheme before the insurance

company obtains knowledge of the policy holder's identity. The

insurance company may for example not be informed on the policy

holder's enrolment until the first premium payment.

Art 36, stk. 2 -

" The policy-holder shall be kept informed throughout

the term of the contract of any change concerning the information

listed in Annex III(B)"

The directive should be amended so that the required time for

notification of the policy holder of changes is determined by the

importance of the change for the policy holder. In cases of less

important changes, for example changes not concerning essential parts

of the contract, the company should be allowed to postpone the

communication of the information and include it in a broader

publishing at a later point in time.

Annex III - demand for written information

The companies should be entitled to fulfil the demand for written

information by making the information available electronically. A

company should be able to assume that communication from company

to customer has a digital form even if there is no specific agreement on

this. However, the customer should be able to, on request, have the

information in paper (active request), unless the information concerns

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Legislation

Summary

Need for

simplification

pure web–based products. The company's digital communication must

live up to certain basic principles. Among other things, confidentiality

of personal information must be secured and it must be assured that the

company has not subsequently changed the information.

Financial

Directive 2006/48/EC relating to the taking up and pursuit of the

business of credit institutions.

The directive should be reviewed with regard to simplification

The definition of financial institutions in Art 4 (5) also includes

Undertakings for Collective Investments in Transferable Securities

(UCITS).

It is felt unreasonable especially with regard to the deduction rules in

art. 57 (1) point (l) and (m) that investments in UCITS made by credit

institutions exceeding some thresholds of ten pct. always have weight

100 although the underlying investments have a lower weight.

Revise the rule in art. 57 (1) point (l) and (m).

Proposal for

simplification