Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body

Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body

• Reference Number: 4.4
• Related Status: Reported
• GRI Status: Core GRI Indicator

In accordance with the EIB’s Statute, drawn up as Protocol (No 5) of the Treaty on the European Union and the Treaty on the Functioning of the European Union, the Bank’s shareholders are the EU Member States. Shareholders are all represented in:
• the Board of Governors, which consists of ministers designated by each EU Member State. The Board of Governors lays down general directives for the credit policy of the Bank. It approves the Annual Report submitted by the Board of Directors and all other documentation that it receives.
• the Board of Directors, which comprises one Director nominated by each Member State and one nominated by the European Commission and Alternate Directors nominated by individual or groupings of Member States. The Board of Directors approves every decision to grant finance, the borrowing programmes and some policies. It submits the Annual Report to the Board of Governors. If the Annual Report is not approved by the Board of Governors, the Board of Directors resigns. If a Director no longer fulfils the conditions required for the performance of his duties, he/she may be compulsory retired by the Board of Governors.
 
Shareholders benefit from a dual voting rule i.e. a majority of members representing at least 50% of subscribed capital (Art. 8 of the Statute), which ensures the fair participation of minority shareholders. Under Article 271 TFEU shareholders can have redress to the Court of Justice of the EU in disputes concerning measures adopted by the Board of Governors (Art. 271(b)) or the Board of Directors (Art. 271(c)) TFEU.

The EIB’s shareholders approve the Annual Report on Corporate Responsibility.

In accordance with the EIB’s Statute, employees are not represented within the Board of Governors, the Board of Directors, the Audit Committee and the Management Committee. Depending on the topics, some EIB employees may be requested or authorised to attend meetings of those governing bodies.
Within the EIB, staff representatives have to be consulted on staff matters according to a “Convention” established between the staff and the Bank. Staff representatives can attend, as observers, the meetings of the Board of Directors when it discusses proposals concerning the general interest of the staff, such as remuneration.