Activities of Heinz K. BECKER related to 2014/0121(COD)
Plenary speeches (1)
Long-term shareholder engagement and corporate governance statement (debate) DE
Amendments (16)
Amendment 166 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 2
Article 3a – paragraph 2
2. Member States shall ensureprovide that companies have the right to know the identity of the shareholders and that, on the request of the company, the intermediary communicates without undue delay to the company the name and contact details of the shareholders, the number of shares they hold and of the attached the voting rights, and, where the shareholders are legal persons, their unique identifier where available. Where there is more than one intermediary in a holding chain, the request of the company and the identity and contact details of the shareholders shall be transmitted between intermediaries without undue delay.
Amendment 174 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 3
Article 3a – paragraph 3
3. Shareholders shall be duly informed by their intermediary that their name and contact details maywhen information concerning them pursuant to paragraph 2 has been 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 and legal 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 243 months after receiving itthe shareholder has relinquished ownership of the shares.
Amendment 198 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 2
Article 3c – paragraph 2
2. Member States shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders, provided the voting takes place electronically or in some other technically traceable form in respect of the individual vote and provided the shareholder desires such confirmation. In case the intermediary casts the vote, it shall transmit the voting confirmation to the shareholder. Where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay.
Amendment 277 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 1
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, based on a thorough analysis of all the information that is available to them. The Member States shall ensure that proxy advisors prepare their voting recommendations taking into account national or European market, legal, regulatory and company-specific conditions and explain how they take these factors into account in their voting recommendations. The Member States shall ensure that proxy advisors, where they intend to a recommend voting against a proposed resolution on an agenda item at a general meeting, notify the company thereof without undue delay. Within three days of notification the company may inform the proxy advisor of the reasons underlying the resolution. Where the company sends the proxy advisor its reasons in writing, the proxy advisor shall refer to those reasons in its voting recommendation to shareholders, even if it still recommends voting against.
Amendment 282 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point c
Article 3i – paragraph 2 – subparagraph 1 – point c
(c) whether and, if so, how they take national market, legal and, regulatory and company-specific conditions into account;
Amendment 285 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point d
Article 3i – paragraph 2 – subparagraph 1 – point d
(d) wthether they have nature and extent of their dialogues with the companies which are the object of their voting recommendations, and, if so, the extent and nature thereof;
Amendment 300 #
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 directors. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholderscompanies draw up a remuneration policy for corporate governance. This policy shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. The result of the vote at the general meeting shall be recommendatory in nature. The policy shall be submitted for approval by the shareholders at least every three years.
Amendment 313 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2
Article 9a – paragraph 1 – subparagraph 2
Amendment 362 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 4
Article 9a – paragraph 4
4. Member States shall ensure that after approval by the shareholdersthe vote referred to in paragraph 1 the policy is made public without delay and available on the company's website at least as long as it is applicable.
Amendment 367 #
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, in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 407 #
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 significant 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 shareholder, publicly announce such transactions. The announcement shall contain information on the nature of the related party relationship, the name of the related party, and the amount of the transaction and any other information necessary to assess the transaction.
Amendment 417 #
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
Amendment 427 #
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
2. Member States shall ensure that significant transactions with related parties arepresenting 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 the related party transaction involves a shareholder, confirmed by shareholders or an administrative or other supervisory body of the company. The intention is to prevent related parties from gaining an advantage from a special position and to provide proper protection for the minority of thise 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 approvals. In the event of a conflict of interests, the shareholder or member of the administrative or other supervisory body shall be excluded from the corresponding vote.
Amendment 435 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 – subparagraph 2
Article 9c – paragraph 2 – subparagraph 2
Amendment 445 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3
Article 9c – paragraph 3
Amendment 457 #
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 The requirements in paragraphs 1, 2 and 3 shall not apply to the following transactions: (a) normal business activities and transactions based on standard market conditions; (b) transactions entered into between the company and its subsidiaries or between undertakings in the same group, in so far as national law provides adequate protection for the interests of the minority of shareholders of a subsidiary company. Member States may establish exemptions from the requirements in paragraphs 1, 2 and 3 for clearly defined types of transactions for which national law provides adequate protection for the interests of the minority of share wholly owned by theders of a subsidiary company.