Activities of Bendt BENDTSEN related to 2014/0121(COD)
Plenary speeches (3)
Long-term shareholder engagement and corporate governance statement (A8-0158/2015 - Sergio Gaetano Cofferati) DA
Long-term shareholder engagement and corporate governance statement (debate) DA
Long-term shareholder engagement and corporate governance statement (debate) DA
Amendments (18)
Amendment 109 #
Proposal for a directive
Recital 15
Recital 15
(15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company, taking into account the differences in board structures applied by companies in the different Member States. __________________ 17Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms OJ L 176, 27.6.2013, p. 338.
Amendment 295 #
Proposal for a directive
Article 1 – point 4
Article 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 directorscompanies draw up a remuneration policy as regards directors and submit it for approval at the general meeting. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholdersat the general meeting. The policy shall be submitted for approval by the shareholders at least every three years or in the event of substantial changes.
Amendment 305 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Amendment 322 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 1
Article 9a – paragraph 3 – subparagraph 1
3. The policy shall explain how it contributes to the long-term interests and sustainability of the company without obliging companies to disclose business sensitive information. It shall setgive clear criteriaguidelines on the criteria applicable for the award of fixed and variable remuneration, including all benefits in whatever form.
Amendment 335 #
Proposal for a directive
Article 1 – point 4
Article 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 differentmay consist of components of both 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 take that can be awarded. If the remuneration policy allows for variable remuneration, Member States may request that the policy includes limits to the variable part of the total remuneration.
Amendment 343 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 3
Article 9a – paragraph 3 – subparagraph 3
For variable remuneration, the policy shall indicate theclude guidelines on the use of financial and non-financial performance criteria to be used and explain how they contribute to the long- term interests and sustainability of the company, and the methods to be applied to determine to which extent the performance criteria have been fulfilled; it shall specify theet guidelines on the use of deferral periods, vesting periods for share-based remuneration and retention of shares after vesting, and information on the possibility of the company to reclaim variable remuneration.
Amendment 348 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 4
Article 9a – paragraph 3 – subparagraph 4
The policy shall indicate the main terms of thegive guidelines on the duration of contracts ofwith directors, including its duration and the applicable notice periods and payments linked to termination of contracts.
Amendment 354 #
Proposal for a directive
Article 1 – point 4
Article 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 views of shareholders on the policy and report in the previous years.
Amendment 364 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – introductory words
Article 9b – paragraph 1 – introductory words
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 to individual directors, including to newly recruited and former directors,directors either at individual level for each director or at an aggregate level for each type of board in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 378 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point b
Article 9b – paragraph 1 – point b
(b) the relative change of the remuneration of directors over the last three financial years, and its relation to the development of the value of the company and to change in the average remuneration of full time employees of the company other than directors;
Amendment 387 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 3
Article 9b – paragraph 3
Amendment 402 #
Proposal for a directive
Article 1 – point 4
Article 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 publicly announce transactions 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 immediately following the approval of the transaction. The announcement shall at least contain information on the nature of the related party relationship, the name of the related party, the amountvalue of the transaction and any other information necessary to assess the financial impartiality of the transaction.
Amendment 415 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 2
Article 9c – paragraph 1 – subparagraph 2
Member States mayshall provide that companies can request their shareholders tomay exempt themcompanies from the requirement of subparagraph 1 to accompany the announcement of the transaction with a related party by a report from an independent third party in case of clearly defined types of recurrent transactions with an identified related party in a period of not longer than 12 months after granting the exemption. Where the related party transactions involve a shareholder, this shareholder shallmay be excluded from the vote on the advance exemption.
Amendment 421 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 – subparagraph 1
Article 9c – paragraph 2 – subparagraph 1
Amendment 432 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36
Article 9c – paragraph 2 – subparagraph 2
Article 9c – paragraph 2 – subparagraph 2
Amendment 439 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3
Article 9c – paragraph 3
Amendment 452 #
Proposal for a directive
Article 1 – point 4
Article 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.
Amendment 462 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4a (new)
Article 9c – paragraph 4a (new)
4a. Member States shall ensure that paragraph 1 does not apply to transactions made in the ordinary course of business on market terms and transactions between the company and its subsidiaries when national law provides for adequate protection of the interests of minority shareholders.