30 Amendments of Andreas SCHWAB related to 2014/0121(COD)
Amendment 83 #
Proposal for a directive
Recital 16
Recital 16
(16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to approven advisory or binding vote on the remuneration policy, on the basis of a clear, understandable and comprehensive overview of the company's remuneration policy, which should be aligned with the business strategy, objectives, values and long-term interests of the company and should incorporate measures to avoid conflicts of interest. Companies should only pay remuneration to their directors in accordance with athe remuneration policy that has been approvsubmitted byto shareholders. The approved remuneration policy should be publicly disclosed without delay after the shareholders have voted.
Amendment 85 #
Proposal for a directive
Recital 17
Recital 17
(17) To ensure that the implementation of the remuneration policy is in line with the approved policy, shareholders should bpolicy following the vote taken by shareholders, Member States should be able to provide that shareholders are granted the right to vote on the company’s remuneration report. In order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year or still pending. Where the shareholders vote against the remuneration report, the company should ask the shareholders for an explanation in order to identify the reasons for this rejection. The company should explain in the next remuneration report how the vote of the shareholders hasand their explanation have been taken into account.
Amendment 90 #
Proposal for a directive
Recital 19
Recital 19
(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should ensure that related party transactions which are not on market terms, representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover, should be submitted to a vote by the shareholders in a general meeting, if these transactions are significant. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction. For transactions with related parties which are not on market terms that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction, and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholderswhere these transactions are significant. Member States should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries. Member States should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets, and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets, under certain conditions, in order to facilitate the conclusion of such transactions by companies.
Amendment 101 #
Proposal for a directive
Article 1 – paragraph 1 – point 1 – point a
Article 1 – paragraph 1 – point 1 – point a
Directive 2007/36/EC
Article 1 – paragraph 1 – subparagraph 2
Article 1 – paragraph 1 – subparagraph 2
It also establishes requirements for intermediaries used bythe identification of shareholders, to ensure thathe transmission of information, the facilitation of shareholder rights can be identified, creates transparency on the engagement policies of certain types of investod transparency rules for institutional investors, asset managers and proxy advisers and creates additional rights for shareholders to oversee companies.
Amendment 108 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
1. Member States shall ensure that intermediaries offer to companies the possibilitcompanies have the possibility to identify their shareholders. Member States may provide that companies can apply only to have theirose shareholders identified who have not explicitly declined to be identified.
Amendment 111 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3a – paragraph 3
Chapter IA – article 3a – paragraph 3
3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article. This information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder. The company and the intermediary shall ensure that natural persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 24 month5 years after receiving it.
Amendment 115 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3b – paragraph 1 – introductory part
Chapter IA – article 3b – paragraph 1 – introductory part
1. Member States shall ensure that if a company chooses not toit is not possible to identify shareholders in accordance with Article 3a and a company cannot directly communicate with its shareholders, the information related to their shares shall be made available online and transmitted to them or, in accordance with the instructions given by the shareholder, to a third party, by the intermediaryies without undue delay in all of the following cases:
Amendment 117 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3c – paragraph 2
Chapter IA – article 3c – paragraph 2
2. Member States shall ensure that companies, at the request of shareholders, confirm the votes cast in general meetings by or on behalf of shareholders. In case the intermediary casts the vote, it shall transmit the requested voting confirmation to the shareholder. Where there is more than one intermediary in the holding chain the requested confirmation shall be transmitted between intermediaries without undue delay. Member States may provide that confirmation of the votes cast may be published by companies on their websites after the general meeting.
Amendment 120 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3d – paragraph 1
Chapter IA – article 3d – paragraph 1
1. Member States shall allow intermediaries to charge prices or fees for the service to be provided under this chapter. Iensure that intermediaries shall publicly disclose prices, fees and any other charges separately for each service referred to in this chapter.
Amendment 126 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
3. Member States shall ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy, how it has been implemented and the results thereof. The information referred to in the first sentence shall at least be available on the company, free of charge, on the institutional investor’s and asset manager's website. Institutional investors and asset managers shall, for each company in which they hold shares, disclose if and how they cast their votes in the general meetings of the companies concerned and provide an explanation for their voting behaviour. Where an asset manager casts votes on behalf of an institutional investor, the institutional investor shall make a reference as to where such voting information has been published by the asset manager.
Amendment 141 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3i – paragraph 1
Chapter IB – article 3i – paragraph 1
1. Member States shall ensure that proxy advisors adopt and implement adequate measures to guarantee that their voting recommendations are accurate and reliable,make recommendations on the exercise of voting rights on individual items on the agenda available to shareholders in good time. Advisors shall be guided by the interests of the shareholder and shall make organisational arrangements to ensure that they are not influenced by their own interests. Proxy advisors shall point out that they will exercise their voting rights in accordance with their own proposals if shareholders do not issue different instructions in time. Member States shall ensure that proxy advisors adopt adequate measures to guarantee accurate and reliable voting recommendations that are based on a thorough analysis of all the information that is available to them.
Amendment 143 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3i – paragraph 2 – introductory part
Chapter IB – article 3i – paragraph 2 – introductory part
2. Proxy advisors shall on an annual basis publicly disclose their voting policy and all of the following information in relation to the preparation of their voting recommendations:
Amendment 144 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3i – paragraph 2 – point d
Chapter IB – article 3i – paragraph 2 – point d
(d) whether they havethe extent and nature of dialogues with the companies which are the object of their voting recommendations, and, if so, the extent and nature thereof;
Amendment 149 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 1
Article 9a – paragraph 1 – subparagraph 1
1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Member States shall guarantee that an advisory or binding vote is held on the remuneration policy. Companies shall only pay remuneration to their directors in accordance with athis remuneration policy that has been approved by shareholders. The. This remuneration policy shall be submitted for approvalto a vote by the shareholders at least every three yearsin the event of a proposed change to the policy.
Amendment 154 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2
Article 9a – paragraph 1 – subparagraph 2
Companies may, in case of recruitment of new board members, decide to pay remuneration to an individual director outside the approved policy, where the remuneration package of the individual director has received prior approval by shareholders on the basis of information on the matters referred to in paragraph 3. The remuneration may be awarded provisionally pendingremuneration policy submitted to the shareholders. The derogation from and the related change in the remuneration policy shall be presented for approval byat the shareholdersnext annual general meeting.
Amendment 156 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2 a (new)
Article 9a – paragraph 1 – subparagraph 2 a (new)
In the event that an application for a change in the remuneration policy is rejected by shareholders, the company shall pursue the remuneration policy applied hitherto.
Amendment 157 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 1
Article 9a – paragraph 3 – subparagraph 1
The policy shall explain how it contributes to the company strategy and the long-term interests and sustainability of the company. It shall set clear criteria for the awardout the essential components of fixed and variable remuneration, including all benefits in whatever form clearly and comprehensively, without thereby disclosing sensitive information.
Amendment 160 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 2
Article 9a – paragraph 3 – subparagraph 2
The policy shall indicate the maximum amounts of total remuneration that can be awarded, and the corresponding relative proportion of the different components of fixed and variable remuneration. It shall explain how the pay and employment conditions of employees of the company were taken into account when setting the policy or directors' remuneration by explaining the ratio between the average remuneration of directors and the average remuneration of full time employees of the company other than directors and why this ratio is considered appropriate. The policy may exceptionally be without a ratio in case of exceptional circumstances. In that case, it shall explain why there is no ratio and which measures with the same effect have been taken.
Amendment 167 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 5
Article 9a – paragraph 3 – subparagraph 5
The policy shall explain the decision- making process leading to its determination. Where the policy is revised, it shall include an explanation of all significant changes and how it takes into account the viewotes of shareholders on the policy and report in the previous years.
Amendment 168 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 4
Article 9a – paragraph 4
4. Member States shall ensure that after approval vote by the shareholders the policy is made public without delay and available on the company's website at least as long as it is applicable.
Amendment 169 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – introductory part
Article 9b – paragraph 1 – introductory part
1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted or still due to individual directors, including to newly recruited and former directors, in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 171 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point c
Article 9b – paragraph 1 – point c
(c) any remuneration received by or still due to directors of the company from any undertaking belonging to the same group;
Amendment 172 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point d
Article 9b – paragraph 1 – point d
(d) the number of shares and share options granted or offered, and the main conditions for the exercise of the rights including the exercise price and date and any change thereof;
Amendment 174 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point f
Article 9b – paragraph 1 – point f
(f) information on how the remuneration of directors was established, including on the role of the remuneration committee, where applicable.
Amendment 176 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 3
Article 9b – paragraph 3
3. Member States shall ensurmay provide that shareholders hare given the right to vote on the remuneration report of the past financial year during the annual general meeting. Where the shareholders vote against the remuneration report the company shall request the shareholders to issue a statement in order to identify the reasons for the rejection. The company shall explain in the next remuneration report whether or not and, if so, how, the vote and statement of the shareholders has been taken into account.
Amendment 180 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1
Article 9c – paragraph 1 – subparagraph 1
1. Member States shall ensure that companies, in case of transactions that are not conducted on market terms with related parties that represent more than 1% of their assets, publicly announce such transactions at the time of the conclusion of the transaction, and accompany the announcement by a report from an independent third party assessing whether or not it is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholders where these transactions are material. The announcement shall contain information on the nature of the related party relationship, the name of the related party, the amount of the transaction and any other information necessary to assess the transaction.
Amendment 184 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 2
Article 9c – paragraph 1 – subparagraph 2
Amendment 186 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 – subparagraph 1
Article 9c – paragraph 2 – subparagraph 1
2. Member States shall ensure that transactions that are not conducted on market terms with related parties representing more than 5% of the companies’ assets or transactions which can have a significant impact on profits or turnover, are submitted to a vote by the shareholders in a general meeting, where these transactions are material. Where the related party transaction involves a shareholder, this shareholder shall be excluded from that vote. The company shall not conclude the transaction before the shareholders’ approval of the transaction. The company may however conclude the transaction under the condition of shareholder approval.
Amendment 190 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3 a (new)
Article 9c – paragraph 3 a (new)
3a. The provisions of paragraphs 1, 2 and 3 shall not apply to transactions carried out in the ordinary course of business on market terms.
Amendment 192 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4
Article 9c – paragraph 4
4. Member States may exclude transactions entered into between the company and one or more members of its group from the requirements in paragraphs 1, 2 and 3, provided that those members of the group are wholly owned by the company.