Activities of Angel DZHAMBAZKI related to 2014/0121(COD)
Legal basis opinions (0)
Amendments (9)
Amendment 112 #
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 and while taking into account the differences in board structures applied by companies in the different Member States, listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company. __________________ 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 118 #
Proposal for a directive
Recital 16
Recital 16
(16) In order to ensure that shareholders have an effective say on the remuneration policy, without forcing shareholders to approve a level of detail in the policy that could be detrimental to the interests of the company in two-tier systems, they should be granted the right to approve 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 interestsgive indications on inter alia the possible use of variable pay, performance criteria, vesting-, retention- and deferral periods and payments linked to termination. The policy should be aligned with the business strategy of the company and should incorporate measures to avoid conflicts of interest. Companies should only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The approved remuneration policy should be publicly disclosed without delay.
Amendment 301 #
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 shareholders. The policy shall be submitted for approval by the shareholders at least every three years. However, Member States may allow companies to submit the policy for approval by the general meeting only when there is a proposal for amendment.
Amendment 307 #
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 326 #
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 company strategy and long-term interests and sustainability of the company. It shall set clear criteria for the award of fixed and variable remuneration, including all benefits in whatever formindicate the components of fixed and variable remuneration that can be awarded and give clear and comprehensive guidelines on the criteria for the award of fixed and variable remuneration, without thereby disclosing sensitive information detrimental to the interests of the company.
Amendment 330 #
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
Amendment 345 #
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 on 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 it shall provide information on the possibilitcy of the company ton reclaiming variable remuneration.
Amendment 352 #
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 4
Article 9a – paragraph 3 – subparagraph 4
The policy shall indicate the main termsgive guidelines on the duration of the contracts ofwith directors, including its duration and the applicable notice periods and payments linked to termination of contracts.
Amendment 368 #
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. Member States shall ensure that the overview is either presented at the level of individual directors or at an aggregated level for each type of board or each type of director. It shall, where applicable, contain all of the following elements: