Activities of Pascal DURAND related to 2014/0121(COD)
Legal basis opinions (0)
Amendments (38)
Amendment 84 #
Proposal for a directive
Title
Title
Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement andin listed companies, large companies and large groups, Directive 2013/34/EU as regards certain elements of the corporate governance statement and Directive 2004/109/EC (Text with EEA relevance)
Amendment 85 #
Proposal for a directive
Recital 1
Recital 1
(1) Directive 2007/36/EC of the European Parliament and of the Council15 establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of companies which have their registered office in a Member State and whose shares are admitted to trading on a regulated market situated or operating within a Member State. This Directive should also cover large companies and large groups, as defined in Directive 2013/34/EU of the European Parliament and of the Council15a, which do not have shares admitted to trading on a regulated market, given that they also do business which has a major impact. __________________ 15Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, p. 17). 15a Directive2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).
Amendment 87 #
Proposal for a directive
Recital 2
Recital 2
(2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking, which leads to suboptimal corporate governance and performance in the long term. Moreover, there is clear evidence that the current level of “monitoring” of investee companies and engagement by institutional investors and asset managers is inadequate, which may lead to suboptimal corporate governance and performance of listed companies.
Amendment 89 #
Proposal for a directive
Recital 2 a (new)
Recital 2 a (new)
(2a) Greater involvement of shareholders in companies' corporate governance is one of the levers that can help improve the financial and non-financial performance of those companies. Nevertheless, since shareholder rights are not the only long-term factor which needs to be taken into consideration in corporate governance, they should be accompanied by additional measures to ensure a greater involvement of all stakeholders, in particular employees, local authorities and civil society.
Amendment 97 #
Proposal for a directive
Recital 11
Recital 11
(11) Therefore, institutional investors and asset managers should develop a policy on shareholder engagement, which determines, amongst others, how they integrate shareholder engagement in their investment strategy (including an impact assessment of social and environmental risks), monitor investee companies, conduct dialogues with investee companies and their stakeholders, in particular employees, local authorities and civil society, and exercise voting rights. Such engagement policy should include policies to manage actual or potential conflicts of interests, such as the provision of financial services by the institutional investor or asset manager, or companies affiliated to them, to the investee company. This policy, its implementation and the results thereof should be publicly disclosed on an annual basis. Where institutional investors or asset managers decide not to develop an engagement policy and/or decide not to disclose the implementation and results thereof, they shall give a clear and reasoned explanation as to why this is the case.
Amendment 103 #
Proposal for a directive
Recital 13
Recital 13
(13) Asset managers should be required to publicly disclose to institutional investors how their investment strategy and the implementation thereof is in accordance with the asset management arrangement and how the investment strategy and decisions contributes to medium to long- term performance of the assets of the institutional investor. Moreover, they should disclose whether they make investment decisions on the basis of judgements about medium-to long- term performance of the investee company, how their portfolio was composed and the portfolio turnover, actual or potential conflicts of interest and whether the asset manager uses proxy advisors for the purpose of their engagement activities. This information would allow the institutional investor to better monitor the asset manager, provide incentives for a proper alignment of interests and for shareholder engagement.
Amendment 113 #
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 executives and directors and in view of the crucial role of directorsthe latter in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. W 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. The performance of senior employees should be assessed in accordance with both financial and non- financial criteria, in particular ofn the directors of their companybasis of environmental, social and governance-related criteria. __________________ 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 126 #
Proposal for a directive
Recital 17 a (new)
Recital 17 a (new)
(17a) Increased transparency regarding the activities of large companies, and in particular regarding profits made, taxes on profit paid and subsidies received, is essential for ensuring the trust of shareholders and other Union citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate duty of companies to shareholders and society.
Amendment 127 #
Proposal for a directive
Recital 17 b (new)
Recital 17 b (new)
(17b) Increased transparency regarding the activities of large companies, and in particular regarding tax rulings, is essential for ensuring the trust of shareholders and other Union citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate duty of companies to shareholders and society.
Amendment 129 #
Proposal for a directive
Recital 18
Recital 18
(18) In order to provide stakeholders and shareholders easy access to all relevant corporate governance information the remuneration report should be part of the corporate governance statement that listed companies should publish in accordance with article 20 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 201318. __________________ 18Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).
Amendment 141 #
Proposal for a directive
Article 1 – point – 1 (new)
Article 1 – point – 1 (new)
Directive 2007/36/EC
Title
Title
(-1) The title is replaced by the following: ‘DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, large companies and large groups’
Amendment 142 #
Proposal for a directive
Article 1 – point 1 – sous-point a
Article 1 – point 1 – sous-point a
Directive 2007/36/EC
Article 1 – paragraph 1
Article 1 – paragraph 1
This Directive establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of large companies and large groups which have their registered office in a Member State or companies whose shares are admitted to trading on a regulated market situated or operating within a Member State. It also establishes requirements for intermediaries used by shareholders to ensure that shareholders can be identifiedare more engaged in the long term, creates transparency on the engagement policies of certain types of investors, asset managers and proxy advisors and creates additional rights and responsibilities for shareholders to oversee companies.
Amendment 143 #
Proposal for a directive
Article 1 – point 2
Article 1 – point 2
Directive 2007/36/EC
Article 2 – point d a (new)
Article 2 – point d a (new)
(da) ‘large company’ means a company which meets the criteria laid down in Article 3(4) of Directive 2013/34/EU;
Amendment 144 #
Proposal for a directive
Article 1 – point 2
Article 1 – point 2
Directive 2007/36/EC
Article 2 – point d b (new)
Article 2 – point d b (new)
(db) ‘large group’ means a group which meets the criteria laid down in Article 3(7) of Directive 2013/34/EU;
Amendment 145 #
Proposal for a directive
Article 1 – point 2
Article 1 – point 2
Directive 2007/36/EC
Article 2 – point h
Article 2 – point h
(h) ‘shareholder engagement’ means the monitoring by a shareholder alone or together with other shareholders, of companies on matters such as strategy, financial and non-financial performance, risk, capital structure, social and environmental impact and corporate governance, having a dialogue with companies and their stakeholders (in particular employees, local authorities and civil society) on these matters and voting at the general meetings.
Amendment 153 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Chapter I a – title
Chapter I a – title
Identification of shareholders, Ttransmission of information and, facilitation of exercise of shareholder rights and support for long- term shareholding
Amendment 180 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 a – paragraph 5
Article 3 a – paragraph 5
5. The Commission shall be empowered to adopt implementdelegated acts ing actscordance with Article XXX, to specify the requirements to transmit the information laid down in paragraphs 2 and 3 including as regards the information to be transmitted, the format of the request and the transmission and the deadlines to be complied with. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 14a (2).
Amendment 210 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3d – paragraph 2a (new)
Article 3d – paragraph 2a (new)
2a. Member States shall ensure that when a beneficial individual investor holds shares through an intermediary, all costs of communicating with the intermediary must not be charged to the beneficial individual investor.
Amendment 212 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 d a (new) – paragraph 2
Article 3 d a (new) – paragraph 2
Article 3da Support for long-term shareholding Member States shall put in place a mechanism in order to promote shareholding on a long-term basis and foster long-term shareholders. Members State shall define the qualifying period in order to be considered a long term shareholder, but this period shall not be less than five years. The mechanism referred to in the first subparagraph shall include one or more of the following advantages for long term shareholders: — additional voting rights; — tax incentives; — loyalty dividends; — loyalty shares.
Amendment 222 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 f – paragraph 1 – point b
Article 3 f – paragraph 1 – point b
(b) to monitor investee companies, including on their non-financial performance and reduction of social and environmental risks;
Amendment 236 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 f – paragraph 2 – introductory words
Article 3 f – paragraph 2 – introductory words
2. Member States shall ensure that the engagement policy includes policies to manage actual or potential conflicts of interests with regard to shareholder engagement, for example by formulating rules regarding acceptance of gifts or advantages in kind, making sure that the financial interests of those concerned are known and keeping a register of conflicts of interests. Such policies shall in particular be developed for all of the following situations:
Amendment 272 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 h – paragraph 2 – point a
Article 3 h – paragraph 2 – point a
(a) whether or not, and if so how,the way in which they mtake investment decisions on the basis of judgements aboutaccount of medium-to long-term performance of the investee company, including non-financial performance, in making investment decisions;
Amendment 303 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 1 – subparagraph 1
Article 9 a – paragraph 1 – subparagraph 1
Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards executives and directors. Companies shall only pay remuneration to their executives and directors in accordance with a remuneration policy that has been approved by shareholders. TAny change in the policy shall be approved by the shareholders and the policy shall be submitted for approval by the shareholdlatters at least every three years.
Amendment 311 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 1 – subparagraph 2
Article 9 a – paragraph 1 – subparagraph 2
Amendment 316 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 1 – subparagraph 2 a (new)
Article 9 a – paragraph 1 – subparagraph 2 a (new)
Member States shall take the steps required to ensure that employees are entitled to express a view, via their representatives, on the remuneration policy before it is submitted to the shareholders.
Amendment 337 #
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 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 directorexecutives and the average remuneration of full time employees of the company other than directoremployees and why thisese ratio iss are 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 346 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 3 – subparagraph 3 a (new)
Article 9 a – paragraph 3 – subparagraph 3 a (new)
Member States shall ensure that the share value is neither the sole element nor a decisive component of the financial performance criteria. They shall ensure that share-based remuneration does not represent the most significant part of executives' variable remuneration.
Amendment 389 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 3
Article 9 b – paragraph 3
3. Member States shall ensure that shareholders have 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 explain in the next remuneration report whether or not and, if so, how, the vote of the shareholders has been taken into account. Member States shall ensure that employees are entitled to express a view, via their representatives, on the remuneration report before it is submitted to the shareholders.
Amendment 397 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 4
Article 9 b – paragraph 4
4. The Commission shall be empowered to adopt implementdelegated acts, ing actscordance with Article XXX, to specify the standardised presentation of the information laid down in paragraph 1 of this Article. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 14a (2).
Amendment 473 #
Proposal for a directive
Article 1 – point 5
Article 1 – point 5
Amendment 476 #
Proposal for a directive
Article 1 – point 5
Article 1 – point 5
Directive 2007/36/EC
Article 14 b
Article 14 b
Member States shall lay down the rules on penalties applicable to infringements of the national provisions adopted pursuant to this Directive and shall take all measures necessary to ensure that they are implemented. The penalties provided for, which must be effective, proportionate and dissuasive, may involve the suspension of payment or the repayment of State aid granted. Member States shall notify those provisions to the Commission by [[date for transposition at the latest and shall notify it without delay of any subsequent amendment affecting them.
Amendment 477 #
Proposal for a directive
Article 2 – paragraph -1 (new)
Article 2 – paragraph -1 (new)
Directive 2013/34/EU
Article 2 – point 17 (new)
Article 2 – point 17 (new)
(-1) In Article 2 the following point is added: "(17) 'tax ruling' means any advance interpretation or application of a legal provision for a cross-border situation or transaction of a company which might lead to a loss of tax in Member States or which might lead to tax savings for the company resulting from artificial intra- group transfers of profits."
Amendment 480 #
Proposal for a directive
Article 2 – paragraph -1 c (new)
Article 2 – paragraph -1 c (new)
Directive 2013/34/EU
Article 18 a (new)
Article 18 a (new)
Amendment 482 #
Proposal for a directive
Article 2 – paragraph -1 e (new)
Article 2 – paragraph -1 e (new)
Directive 2013/34/EU
Article 18 b (new)
Article 18 b (new)
(-1e) The following Article 18b is inserted: "Article 18b Additional disclosure for large undertakings 1. In the notes to the financial statements, large undertakings shall, in addition to the information required under Articles 16, 17, 18 and any other provisions of this Directive, publicly disclose essential elements of and information regarding tax rulings, providing a break-down by Member State and by third country in which the large undertaking in question has a subsidiary. The Commission shall be empowered to set out, by means of delegated act in accordance with Article 49, the format and content of publication. 2. Undertakings whose average number of employees on a consolidated basis during the financial year does not exceed 500 and, on their balance sheet dates, do not exceed on a consolidated basis either a balance sheet total of 86 million euros or a net turnover of 100 million euros shall be exempt from the obligation set out in paragraph 1 of this Article. 3. The obligation set out in paragraph 1 of this Article shall not apply to any undertaking governed by the law of a Member State whose parent undertaking is subject to th laws of a Member State and whose information is included in the information disclosed by that parent undertaking in accordance with paragraph 1 of this Article. 4. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC.
Amendment 486 #
Proposal for a directive
Article 2 a (new) – point 1 (new)
Article 2 a (new) – point 1 (new)
Directive 2004/109/EC
Article 2 – paragraph 1 – point r (new)
Article 2 – paragraph 1 – point r (new)
(1) In paragraph 1 of Article 2 the following point (r) is added: "(r) 'tax ruling' means any advance interpretation or application of a legal provision for a cross border situation or transaction of a company which might lead to a loss of tax in Member States or which might lead to tax savings for the company resulting from artificial intra- group transfers of profits".
Amendment 487 #
Proposal for a directive
Article 2 a (new) – point 2 (new)
Article 2 a (new) – point 2 (new)
Directive 2004/109/EC
Article 16 a (new)
Article 16 a (new)
(2) The following article 16a is inserted: "Article 16a Additional disclosure for issuers 1. Member States shall require each issuer to publicly disclose annually, specifying by Member State and by third country in which it has a subsidiary, the following information on a consolidated basis for the financial year : (a) name(s), nature of activities and geographical location (b) turnover (c) number of employees on a full-time equivalent basis (d) profit or loss before tax (e) tax on profit or loss (f) public subsidies received 2. The obligation set out in paragraph 1 of this Article shall not apply to any issuer governed by the law of a Member State whose parent company is subject to the laws of a Member State and whose information is included in the information disclosed by that parent company in accordance with paragraph 1 of this Article. 3. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC and shall be published, where possible, as an annex to the annual financial statements or, where applicable, to the consolidated financial statements of the issuer concerned.
Amendment 488 #
Proposal for a directive
Article 2 a (new) – point 3 (new)
Article 2 a (new) – point 3 (new)
Directive 2004/109/EC
Article 16 b (new)
Article 16 b (new)
(3) The following Article 16b is inserted: "Article 16b Additional diclosure for issuers 1. Member States shall require each issuer to publicly disclose annually, on a consolidated basis for the financial year, essential elements of and information regarding tax rulings, providing a break- down by Member State and by third country in which it has a subsidiary. The Commission shall be empowered to set out, by means of delegated acts in accordance withArticle 27(2a), (2b) and (2c), the format and content of publication. 2. The obligation set out in paragraph 1 of this Article shall not apply to any issuer governed by the law of a Member State whose parent company is subject to the laws of a Member State and whose information is included in the information diclosed by that parent company in accordance with paragraph 1 of this article. 3. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC and shall be published, where possible, as an annex to the annual financial statements or, where applicable, to the consolidated financial statements of the issuer concerned.
Amendment 489 #
Proposal for a directive
Article 2 a (new) – point 4 (new)
Article 2 a (new) – point 4 (new)
Directive 2004/109/EC
Article 27 – paragraph 2a
Article 27 – paragraph 2a
(4) In Article 27, paragraph 2a is replaced by the following: "(2a) The power to adopt the delegated acts referred to in Article 2(3), Article 5(6), Article 9(7), Article 12(8), Article 13(2), Article 14(2), Article 16a(1), Article 17(4), Article 18(5), Article 19(4), Article 21(4), Article 23(4), Article 23(5) and Article 23(7) shall be conferred on the Commission for a period of 4 years from January 2011. The Commission shall draw up a report in respect of delegated power at the latest 6 months before the end of the four-year period. The delegation of power shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 27a."