13 Amendments of Andrzej DUDA related to 2014/0121(COD)
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:
Amendment 411 #
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 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. 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 material information necessary to assess the transactioneconomic fairness of the transaction from the perspective of the company.
Amendment 419 #
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 may provide that companies can request their shareholders to exempt them 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 shall be excluded from the votethe announcement published pursuant to paragraph 1 is accompanied by a report assessing whether or not the transaction is fair from the perspective of the company, including minority shareholders, and explaining the assumptions the report is based upon together with the methods used. The report shall be produced by: (a) an independent third party; (b) the administrative or supervisory body; (c) the audit committee or any other committee the majority of which is composed of directors with no conflict of interest in the transaction; or (d) any other qualified people in the company with no conflict of interest in the transaction provided that the related parties are prevented from influencing the preparation onf the advance exemption. report.
Amendment 430 #
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 transactions 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 voteapproved by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder shall be excluded from that vote. The company shall not or by the administrative or supervisory body of the company in accordance with procedures which prevent a related party from taking advantage of its position and provide adequate protection of the interests of shareholders who are not related parties. Where the related party is a shareholder, the related party and other shareholders controlled by the related party shall be excluded from voting on the approval of the transaction, unless a report fulfilling the requirements in paragraph 1, subparagraph 2, concludes that the transaction before the shareholders’ approval of the transaction. The company may however conclude the transaction under the conditionis fair from the perspective of the company, including the interests of minority shareholders. Where the related party is a director, the director and any other person having a conflict of interest shall be excluded from the vote in the administrative ofr shareholder approvalupervisory body.
Amendment 459 #
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 excludeParagraphs 1 and 2 shall not apply to transactions: (a) conducted on standard terms in the ordinary course of business, (b) concluded on market terms, provided that the administrative or supervisory body, without influence from the related party, has sanctioned what constitutes market terms in the particular type of case, or (c) transactions entered into between the company and one or more wholly owned members of its group. Member States may exclude from the requirements in paragraphs 1, 2 and 3, provided that those members of the group and 2 transactions entered into between the company and any of its subsidiaries that are not wholly owned if national law provides for adequate protection of the interests of share wholly owned by the companders who are not a related party.