Better Regulation in EU Company Law, Process and Substance

Auditorium of the National Museum, Mannerheimintie 34, Helsinki

Chairmen, speakers and panelists

Marco Becht

Marco Becht is a Professor of Finance and Economics at Université Libre de Bruxelles (ULB), a Resident Fellow at the European Center for Advanced Research in Economics and Statistics (ECARES) at ULB and the Executive Director of the European Corporate Governance Institute (ECGI). He teaches at the ULB and, in 2003, was Visiting Professor at the Said Business School (University of Oxford).

Marco Becht graduated from the London School of Economics and Political Science (LSE) and holds a Ph.D. in economics from the European University Institute (EUI). Previously he worked at the Centro de Estudios Monetarios y Financieros (CEMFI) in Madrid and at the European Commission's Directorate for Industry (DG III).

Professor Becht is a member of the Belgian Corporate Governance Commission and a Member of the Executive Committee, European Confederation of Directors' Associations (ECODA). He is a member of the European Academic Council of Standard & Poor's and from 1998-2002, he was Scientific Adviser, Committee on Corporate Governance, European Association of Securities Dealers (EASD).

He has given expert briefings on corporate governance to the Group of Economic Analysis of the President of the European Commission, the senior management of Alcatel, the clients of Hermes Pension Management Ltd., the Euro 50 Group, the Italian Securities Regulator (CONSOB), the OECD, the World Bank and the German Corporate Governance Roundtable, among other.

His research currently focuses on empirical corporate finance, corporate governance and business history.

Mats Beckman

Mats Beckman is Chief Legal Counsel at OMX, the Nordic Exchange, and has been with the company as a lawyer since 1999. Before that, he worked as a legal counsel at the Swedish Central Securities Depository VPC, and prior to that at the Swedish Ministry of Finance. Mats is a member of the European Securities Markets Expert Group (ESME), which is a consultative body to the EC Commission composed of market practitioners across Europe.

Antonio Borges

Antonio Borges joined Goldman Sachs International in September 2000 as Managing Director & Vice Chairman. His responsibilities include investment banking, leadership development and strategy.

Prior to this he was Dean of INSEAD between 1993 and 2000. He joined INSEAD's faculty in 1980 and also taught at the University of Lisbon, Portuguese Catholic University and Stanford University. Between 1990 and 1993 Antonio Borges was Vice Governor of Banco de Portugal, where he took a leading role in the liberalisation of Portugal's financial system. He also worked at European level on the project of Economic and Monetary Union.

He graduated from the Technical University in Lisbon and holds his MA and PhD in Economics from Stanford University.

He has been a consultant to the US Electric Power Research Institute, US Treasury Department, OECD and the Portuguese government. He was a board member of Citibank Portugal, Petrogal-Petroleos de Portugal, Vista Alegre Group, Paribas, Sonae and Cimpor-Cimentos de Portugal. He is currently on the Boards of Jerónimo Martins and Sonae.com and is a member of the Supervisory Board of CNP Assurances. He chairs the Audit Committees of Banco Santander Portugal and Banco Santander de Negocios Portugal. He is on the Advisory Boards of several European and US corporations and foundations and is Chairman of the European Corporate Governance Institute.

He is a member of the European Corporate Governance Forum set up by the European Commission to examine best practices in Member States with a view to enhancing the convergence of national corporate governance codes and providing advice to the Commission.

Jesper Brandgaard

Jesper Brandgaard, executive vice president and chief financial officer (CFO)Jesper Brandgaard is executive vice president and chief financial officer (CFO), Novo
Nordisk A/S.

He joined Novo Nordisk in 1999 as corporate vice president of Corporate Finance. Mr Brandgaard was appointed CFO in November 2000. Jesper Brandgaard serves as chairman of the Boards of NNE A/S and NNIT A/S. He is a Danish national, born on 12 October 1963. Jesper Brandgaard holds an MSc in Economics and Auditing (1990) as well as a Master of Business Administration (1995) both from the Copenhagen Business School.

Jean-Nicolas Caprasse

Jean-Nicolas serves as Managing Director of ISS Europe, a fully owned subsidiary of Institutional Shareholder Services, the world's leading provider of corporate governance and proxy voting services.

With offices in Brussels, Paris and Amsterdam, ISS Europe offers the full range of ISS services to European clients and provides research to over 3,000 European listed companies.

Prior to joining ISS, Jean-Nicolas was co-founder and Managing Partner of Deminor Rating, a subsidiary of Deminor that was fully dedicated to delivering corporate governance research and services.  Deminor Rating was acquired by ISS in May 2005 to form ISS Europe.

Jean-Nicolas joined Deminor in 1993 as a partner.  He was involved in a variety of advisory and engagement assignments to assist shareholders of publicly and privately held companies.

Prior to joining Deminor, he spent five years with JP Morgan, in Brussels and New York, as a Capital Markets Associate developing the bank's institutional investor base.

He started his business career with American Petrofina Inc. (now part of Total), a major listed oil and gas company in Dallas, Texas, as assistant to the Chief Financial Officer.

Jean-Nicolas has a degree in Commercial Engineering from Solvay Business School ULB/VUB in Brussels (1986), and an MBA from INSEAD in Fontainebleau (1992).

He is a Belgian citizen.  French native, he is also fluent in English and Dutch. He is married and the father of five children.

Geoffrey Dart

Geoff Dart was born in 1952.  He was educated at St Peters College, University of Oxford, where he took an Honours Degree in Modern History.  He is married with two grown-up children.

On leaving university in 1974, he joined the Electricity Council as a researcher. In 1977 he joined the Department of Energy, where he held various policy posts before being seconded to the Cabinet Secretariat in 1984, where he was secretary to a number of Cabinet Committees dealing with economic policy. On return to the Department he served as Principal Private Secretary to the Secretary of State for Energy; Head of the Branch responsible for the legislation on electricity privatisation;  Head of the Offshore Safety Policy Branch; and Head of the Department's Finance Branch.

In 1992 he moved to the Department of Trade and Industry's Competitiveness Division.  More recently he has been Director of the Deregulation Unit; Head of the Department's Regional Development Division; Director, Insurance Directorate; Director, Oil and Gas; Director Energy Innovation, Business and Consents; and Director of Strategy  & Communication.  Currently Mr Dart is Director of Corporate Law and Governance, and is responsible for company law, including accounting and audit standards, corporate governance, and better regulation.

Pierre Delsaux

Pierre Delsaux was born in Belgium in 1957.  After studying Law at the University of Liège, he obtained his Master of Law at the Northwestern University in 1983.  He was Legal Secretary at the Court of Justice from 1984 to 1987.  His career within the Commission has included working in the Directorate General Competitition (1991-1994) and the Directorate General Internal Market. He is currently Head of Unit and acting Director of Free movement of capital, Company Law and Corporate Governance. He was also Secretary of the Lamfalussy Group.

Ralf Fischer zu Cramburg

Ralf Fischer zu Cramburg is Secretary of the Board of the Union of Issuers Quoted in Europe (UNIQUE) and Head of the Liaison Office to the EU of the German Equity Institute (Deutsches Aktieninstitut).

After an officer education in the German Army's Psychological Operations Corps, Ralf studied at the Universities of Bonn, Trier and Liége and holds a Ph.D. in law. He started his professional career at the Union Bank of Switzerland (UBS) in Frankfurt, where he is also admitted to the Bar.

He is currently Chairman of the UNICE Financial Services Group and a member of the Securities Acquisition and Takeover Act Objections Committee of the German Federal Financial Supervisory Authority (BaFin).

Jose Garrido Garcia

Jose M. Garrido Garcia was born in Madrid in 1965. He gained a LLB at the University of Alcalá in Spain, a LLM at the University of London and a PhD at the University of Bologna.

He is currently Professor of Commercial and Corporate Law at the University of Castilla - La Mancha.

Formerly he was General Counsel at the Spanish Securities Commission and a member of the High Level Group of Company Law Experts of the European Union (Winter Group). He is a member of the European Corporate Governance Forum and of the Spanish Commission for Corporate Governance.

Ronald Gilson

Charles J. Meyers Professor of Law and Business Stanford Law School
ECGI Fellow (2003) -

Education

  • AB, Washington U., 1968 
  • JD, Yale, 1971

Employment History

  • Clerk to Judge David L. Bazelon, U.S. Court of Appeals, District of Columbia Circuit, 1971-72 
  • Attorney, Steinhart, Goldberg, Feigenbaum & Ladar, 1972-79 
  •  Member of the Stanford faculty since 1979; Crocker Faculty Scholar, 1990-91; Meyers Professor, 1991- 
  • Visiting Scholar, Hoover Institution, 1988-89 
  • Henley Visiting Professor of Law and Finance, Columbia U. Law and Business Schools, 1991-92; Marc and Eva Stern Professor of Law and Business, Columbia U. School of Law, 1992- 
  • Reporter, American Law Institute Corporate Governance Project, 1985-94

Honors and Awards

  • Fellow, American Academy of Arts and sciences

Selected publications

  • Cases and Materials vs. Corporations, 4th ed., New York: Aspen Law Co Business, 1995 (with Jesse Choper and John Coffee)
  • The Law of Corporate Acquisitions, 2nd ed., Westbury, N.Y.: Foundation Press, 1995 (with Bernard S. Black)


Klaus Hopt

Professor Klaus J. Hopt is Director at the Max Planck Institute of Foreign Private and Private International Law, Hamburg/Germany (since 1995). His university experience records professorships of law in Tuebingen (1974-78, 1980-85, dean 1982-83), at European Univ. Institute, Florence/Italy (1978-80, head of law dep. 1979-80), in Bern/Switzerland (1985-87), in Munich (1987-95) and various visiting professorships in Belgium, France, Italy, Japan, The Netherlands, Switzerland and the USA.

His professional career includes: judge at the State Court of Appeals of Stuttgart/senate for commercial law and trade regulation (1981-85), member of the German Takeover Commission (1995-2001), member of the Deputation of the Deutscher Juristentag (2000-06), member of the High Level Group of Company Law Experts, European Commission, Brussels (2001-02), member of the Takeover Advisory Board (since 2002), vice president of the German Research Foundation (2002-07), chairman of the Scientific Council of the Max-Planck-Society (since 2003), member of the supervisory board of the Deutsche Börse AG, member of various state expert commissions, boards and panels, expert for the German Parliament, the German Federal Constitutional Court, various German Ministries, the German Central Bank, the European Commission, Bulgaria and the World Bank; arbitrator, national and international.

He is author, editor and co-editor of a number of publications in the field of corporate and commercial law, particularly on corporate governance and takeover law.

Timo Löyttyniemi

Timo Löyttyniemi is the Managing Director in the State Pension Fund (VER). The Fund has 8,2 billion euros under management and is a buffer fund managing pension assets for the state employees. Although the Fund has existed since 1990, The Fund's investment organization has been gradually built up since year 2000. Equities are 40 % of the assets and most of the total assets are diversified in Europe and globally. Löyttyniemi joined the State Pension Fund in 2003.

He has been working in various positions in the investment management and investment banking business since 1987. Before joining the Fund he acted as Head of Capital Markets in an investment bank Mandatum & Co during 1999-2003, as Managing Director for Norvestia Plc which is an investment company listed on the Helsinki Stock Exchange during 1996-1999 and as a Director in Merita Corporate Finance during 1994-1996.

He has a Ph.D. in economics and has been one of the founders of the Finnish Financial Analysts Society.

Peter Montagnon

Peter Montagnon joined the Association of British Insurers as Director of Investment Affairs in October 2000.  ABI members are large investors controlling funds worth some £1,100bn. Mr Montagnon's department is responsible for representing the interests of ABI members as investors to the broader public, government and the companies in which the industry holds stakes.

Previously Mr Montagnon had spent two decades as a senior journalist on the Financial Times, including spells as Head of the Lex Column and in charge of coverage of the international capital markets. His last assignment, from 1994 to 2000, was as Asia Editor, responsible for the FT's coverage of a region stretching from Pakistan to New Zealand.

After graduating in Modern Languages from Cambridge University in 1972, Mr Montagnon joined Reuters news agency as a financial journalist. At Reuters he completed assignments in Hong Kong, Zurich and Washington before joining the Financial Times.

Mr Montagnon has been appointed by the European Commission to serve on the new European Corporate Governance Forum.

Anne Outin-Adam

Directrise des Developpements Juridiques

Direction Générale Adjointe chargée des Études de la Prospective et de l'Innovation
(DGAEPI - CCIP)
Director of Legal Development
General Joint Directorate for Research, Prospective and Innovation

Job description

Responsible for outreach and lobbying operations : seeking partners for the publication of articles and studies, developing the work of the DGAEI by all ways and means (organising symposia, conferences, participating in study groups …).

Responsible for the legal centre: coordinating the CCIP's positions on all aspects of business affairs.

Responsible for the development of legal products: setting up the "business and law" web portal (http://entreprise-et-droit.com), new publications, participation in the setting-up and implementation of the French Institute of Directors [l'Institut Français des Administrateurs - IFA] - (charter, brochure, launch symposium …).

Response of the Legal Commission of the Paris Chamber of Commerce and Industry to all consultations concerning the Action Plan for modernising company law and reinforcing corporate governance (http://www.etudes.ccip.fr/archrap/rap04/consult_europ0412.htm).

Co-founder with the "Movement of French Enterprises" (the largest union of employers in France) [MEDEF - Mouvement des Entreprises de France] and promoter of the European Private Company (EPC) project.

Delegate General of the "Observatoire consulaire des entreprises en difficulté" (consular research institute for businesses in financial difficulties).

Jonathan Rickford

Mr Jonathan Rickford CBE is a solicitor and independent consultant on regulation and European law and policy, Director of the Company Law Centre at the British Institute of International and Comparative Law, a member of the City of London Corporation Advisory Panel and a Council member of the European Policy Forum.

In 2002 he was a member of the EU High Level Group on Corporate Law, and Visiting Professor in International Commercial Law at the University of Leiden in the Netherlands.

He was Director of Corporate Strategy at BT from 1993 to 1996, having previously held posts with BT since 1987 as their Director of Government Relations and their Solicitor and Chief Legal Adviser.

Mr Rickford held various posts as a legal adviser in the Civil Service from 1972 to 1987. He was also a member of the CBI's Europe Committee, Companies Committee and City Panel, and was the Project Director of the Government's independent Review of Company Law (1998-2001).

Hannu Ryöppönen

Hannu Ryöppönen, Senior Executive Vice President & CFO

During 1977-1985, Mr Ryöppönen held various executive positions at Chemical Bank in the US and the UK and Alfa Laval in the US and Sweden. In 1985 Mr Ryöppönen was appointed Executive Vice President of the IKEA Group, based in Denmark.

From 1999, Mr Ryöppönen served as Finance Director of the Private Equity firm Industri Kapital Group based in London before joining Royal Ahold in the Netherlands as Executive Vice President and Chief Financial Officer in 2003.

In September 2005, Mr Ryöppönen was appointed Senior Executive Vice President & CFO of Stora Enso Oyj, based in London, where he is responsible for Finance & Strategy.

Mr Ryöppönen is a Finnish national (born 1952) and is resident in the United Kingdom.  He is a graduate of the Swedish School of Economics, Helsinki where he earned a BA in Business Administration in 1976.

Christoffer Taxell

Minister Christoffer Taxell has solid experience of both politics and business life gained in positions as, for example, party leader, minister, corporation president and CEO. At present, Christoffer Taxell is Chancellor of Åbo Akademi University and Chairman of the Board of the Confederation of Finnish Industries EK. In addition, he is a board member of several listed companies and a number of Finnish-Swedish funds and foundations.

  • Member of Parliament 1975-1991
  • Minister of Justice 1979-1987
  • Minister of Education and Science 1987-1990
  • Chairman of the Swedish People's Party, Finland 1985-1990
  • Member of the Board of Partek Corporation 1984-2002
  • President and Chief Executive Officer of Partek Corporation 1990-2002
  • Chancellor of Åbo Akademi University since 2004
  • Chairman of the Board of Finnair Plc since 2003
  • Chairman of the Board of the Confederation of Finnish Industries EK since 2005
  • Member of the Board of Stockmann Oyj Abp since 1985
  • Member of the Board of Sampo plc since 1998
  • Member of the Board of Raisio plc since 2003
  • Member of the Board of Nordkalk Corporation since 2003
  • Member of the Board of Luvata Group (former Outokumpu Copper) since 2005
  • Member of the Board of Åbo Akademi University Foundation since 1988, Chairman since 2003
  • Dr. Pol. Sc. (h.c.), Åbo Akademi University 1998

Jaap Winter

Jaap Winter (43) is partner at the law firm De Brauw Blackstone Westbroek in Amsterdam. His practice areas include M&A, corporate governance, corporate litigation and securities regulation. He is also Professor of International Company Law at the University of Amsterdam and visiting professor at Columbia Law School in New York. He is the former legal advisor to Unilever NV.

Jaap Winter was chairman of the High Level Group of Company Law Experts set up in 2001 by the European Commission to advise it on a modern regulatory framework for company law in Europe. The Group in January 2002 first advised on issues related to takeover bids. The final  report of the Group on a Modern Regulatory Framework for Company Law in Europe was published on November 4, 2002, which includes amongst others recommendations on corporate governance regulation in the EU. This report is the basis for the Commission´s Company Law Action Plan.

He was a member of the Dutch Corporate Governance Committee, chaired by Morris Tabaksblat, that has drafted the Dutch Corporate Governance Code of December 2003.

He has chaired various committees that have issued corporate governance recommendations for specific sectors, among which the Committee on Modernisation of the Investment Fund Industry set up by the Dutch securities regulator AFM in 2004 and the Committee on Governance for Building Societies set up by the organisation of building societies in the Netherlands AEDES and the organisation of non-executive directors of building societies VTW in 2006.

Jaap Winter is a member of the European Corporate Governance Forum set up by the European Commission in 2004 to advise it on corporate governance developments in Europe. He received the 2004 International Corporate Governance Award from the International Corporate Governance Network.

Jaap Winter is a member of the Supervisory Board of the Dutch securities regulator AFM.