Activities of Cora van NIEUWENHUIZEN related to 2014/0121(COD)
Shadow opinions (1)
OPINION on the 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 and Directive 2013/34/EU as regards certain elements of the corporate governance statement
Amendments (44)
Amendment 71 #
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, monitor investee companies, conduct dialogues with investee companies 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 insofar as disclosure does not influence the competitive position of the relevant company in a negative way. 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 75 #
Proposal for a directive
Recital 12
Recital 12
(12) Institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. Where they make use of asset managers, either through discretionary mandates involving the management of assets on an individual basis or through pooled funds, they should disclose to the public the main elements of the arrangement with the asset manager with regard to a number of issues, such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor, whether it incentivises the asset manager to make investment decisions based on medium to long-term company performance and to engage with companies, how it evaluates the asset managers performance, the structure of the consideration for the asset management services and the targeted portfolio turnover. This would contribute to a proper alignment of interests between the final beneficiaries of institutional investors, the asset managers and the investee companies and potentially to the development of longer-term investment strategies and longer-term relationships with investee companies involving shareholder engagement. Public disclosure should only take place insofar as this does not influence the competitive position of the relevant company in a negative way.
Amendment 76 #
Proposal for a directive
Recital 13
Recital 13
(13) Asset managers should be required to disclose to institutional investorspublicly disclose 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 publicly 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 stimulate and allow the institutional investor to better monitor the asset manager, provide incentives for a proper alignment of interests and for shareholder engagement. Public disclosure should only take place insofar as this does not influence the competitive position of the relevant company in a negative way.
Amendment 86 #
Proposal for a directive
Recital 17
Recital 17
(17) To ensure that the implementation of the remuneration policy is in line with the approved policy, shareholders should be grantedMember States should have the possibility to grant shareholders the right to vote on the company’s remuneration report. In order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year. Where the shareholders vote against the remuneration report, the company should identify why the shareholders voted against the report. Furthermore, it should explain in the next remuneration report how the vote of the shareholders has been taken into account.
Amendment 94 #
Proposal for a directive
Recital 19
Recital 19
(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should have the possibility to ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction. For transactions with related parties that represent more than 1% of their assets companies should 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 the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholders. Member States should be allowed to exclude transactions entered into between the company and its wholly owned subsidiargroup companies. Member States should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets, and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets, under certain conditions, in order to facilitate the conclusion of such transactions by companies. Member States should have the possibility to exempt from the required shareholders' vote day-to-day transactions that form part of a company's ordinary business in view of proportionality and administrative costs.
Amendment 95 #
Proposal for a directive
Recital 20
Recital 20
(20) In view of Directive 95/46/EC of the European Parliament and of the Council of 24 October 199519 it is necessary to strike a balance between the facilitation of the exercise of shareholders' rights and the right to privacy and the protection of personal data. The identification information on shareholders should be limited to the name and contact details of the corresponding shareholders. This information should be accurate and kept up-to-date, kept safe and intermediaries as well as companies and their shareholders should allow for rectification or erasure of all incorrect or incomplete data. This identification information on shareholders should not be used for any other purpose than the facilitation of the exercise of shareholder rights. __________________ 19 Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (OJ L 281, 23.11.1995, p. 31).
Amendment 96 #
Proposal for a directive
Recital 21
Recital 21
Amendment 98 #
Proposal for a directive
Recital 22
Recital 22
(22) In order to ensure that the requirements set out in this Directive or the measures implementing this Directive are applied in practice, any infringement of those requirements should be subject to penalties as included in national law. To that end, penalties should be sufficiently dissuasive and proportionate.
Amendment 104 #
Proposal for a directive
Recital 14
Recital 14
(14) In order to improve the information in the equity investment chain Member States should ensure that proxy advisors adopt and implement adequate measures to guaranteeensure to the best of their ability that their voting recommendations are accurate and reliable, based on a thorough analysis of all the information that is available to them and are not affected by any existing or potential conflict of interest or business relationship. They should disclose certain key information related to the preparation of their voting recommendations and any actual or potential conflict of interest or business relationships that may influence the preparation of the voting recommendations.
Amendment 106 #
Proposal for a directive
Recital 15
Recital 15
Amendment 107 #
Proposal for a directive
Article 1 – paragraph 1 – point 2
Article 1 – paragraph 1 – point 2
Directive 2007/36/EC
Article 2 – point j a (new)
Article 2 – point j a (new)
(ja) 'Contact details' should only include the actual physical address, e-mail address and the amount of shares and voting rights in the case of natural persons, and the actual physical address, e-mail address and the amount of shares and voting rights, and where available their unique identifier, in the case of legal persons.
Amendment 109 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3a – paragraph 2
Chapter IA – article 3a – paragraph 2
2. Member States shall ensureprovide and specify in national legislation that, on the request of the company, the intermediary communicates without undue delay to the company the name and contact details of the shareholders 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 112 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3a – paragraph 4
Chapter IA – article 3a – paragraph 4
4. Member States shall ensure and specify in national legislation that an intermediary that reports the name and contact details of a shareholder is not considered in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.
Amendment 113 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3a – paragraph 5
Chapter IA – article 3a – paragraph 5
Amendment 114 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3b – paragraph 1 – introductory part
Chapter IA – article 3b – paragraph 1 – introductory part
1. Member States shall ensure that ifnsofar as a company choosdoes not to directly communicate with its shareholders, the information related to their shares shall be transmitted to them or, in accordance with the instructions given by the shareholder, to a third party, by the intermediary without undue delay in all oft least the following cases:
Amendment 114 #
Proposal for a directive
Recital 16
Recital 16
Amendment 116 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3b – paragraph 5
Chapter IA – article 3b – paragraph 5
Amendment 118 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3c – paragraph 2
Chapter IA – article 3c – paragraph 2
2. Member States shallmay take measures to ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders. 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 119 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IA – article 3c – paragraph 3
Chapter IA – article 3c – paragraph 3
Amendment 120 #
Proposal for a directive
Recital 17
Recital 17
Amendment 128 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3f – paragraph 3
Chapter IB – article 3f – paragraph 3
3. Member States shallmay take measures to ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy, how it has been implemented and the results thereof insofar as disclosure does not influence the competitive position of the relevant company in a negative way. The information referred to in the first sentence shall at least be available on the company's website. Institutional investors and asset managers shall, for each company in which they hold shares, disclose if and how they cast their votes in the general meetings of the companies concerned and provide an explanation for their voting behaviour. Where an asset manager casts votes on behalf of an institutional investor, the institutional investor shall make a reference as to where such voting information has been published by the asset manager.
Amendment 131 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3g – paragraph 1
Chapter IB – article 3g – paragraph 1
1. Member States shallmay take measures to ensure that institutional investors disclose to the public how their equity investment strategy (“investment strategy”) is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. This should only be done if disclosure does not influence the competitive position of the relevant company in a negative way. The information referred to in the first sentence shall at least be available on the company's website as long as it is applicable.
Amendment 135 #
Proposal for a directive
Recital 19
Recital 19
(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’' interests are of importance. For this reason Member States should ensure that related party transactions representing more than 5 % of the companies’' assets or transactions which can have a significant impact on profits or turnover should be submitted either to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction or to the approval of an administrative body of the company such as independent directors assessing whether the transaction is fair and reasonable from the perspective of the company and consequently its shareholders. For transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction, and accompany the announcement by a report from an independent third p. Transactions entered into in the ordinarty assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholders. Member Statecourse of business or concluded on market terms or market equivalent terms should be allowed to exclude td. Transactions entered into between the company and its wholly or partly owned subsidiaries or joint ventures should also be excluded. Member States should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets, and to request from shareholders an advance exemption from the obligation to produce an independent third party report foran independent administrative body for certain clearly defined types of recurrent transactions above 15 percent of the assets, under certain conditions, in order to facilitate the conclusion of such transactions by companies.
Amendment 139 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3h – paragraph 1
Chapter IB – article 3h – paragraph 1
1. Member States shallmay take measures to ensure that asset managers disclose on a half-yearly basis to the institutional investor with which they have entered into the arrangement referred to in Article 3g(2) how their investment strategy and implementation thereof complies with that arrangement and how the investment strategy and implementation thereof contributes to medium to long-term performance of the assets of the institutional investor.
Amendment 139 #
Proposal for a directive
Recital 21
Recital 21
Amendment 140 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Chapter IB – article 3h – paragraph 2 – introductory part
Chapter IB – article 3h – paragraph 2 – introductory part
2. Member States shallmay take measures to ensure that asset managers disclose to the institutional investor on a half-yearly basis all of the following information:
Amendment 153 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 1
Article 9a – paragraph 1 – subparagraph 1
1. Member States shallmay take measures to ensure that shareholders have the right to vote on the remuneration policy as regards directors. CIn that case, 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.
Amendment 159 #
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 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 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 taken.
Amendment 170 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – introductory part
Article 9b – paragraph 1 – introductory part
1. Member States shallmay take measures to 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 177 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 3
Article 9b – paragraph 3
3. Member States shall ensure thamay grant 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 shallould identify why the shareholders voted against the report. Furthermore, it should explain in the next remuneration report whether or not and, if so, how, the vote of the shareholders has been taken into account.
Amendment 177 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 5
Article 3a – paragraph 5
Amendment 178 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 4
Article 9b – paragraph 4
Amendment 182 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1
Article 9c – paragraph 1 – subparagraph 1
1. Member States shallmay take measures to 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 information necessary to assess the transaction.
Amendment 184 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3b – paragraph 5
Article 3b – paragraph 5
Amendment 187 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 – subparagraph 1
Article 9c – paragraph 2 – subparagraph 1
2. Member States shallmay take measures to 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 vote 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 conclude the transaction before the shareholders’ approval of the transaction. The company may however conclude the transaction under the condition of shareholder approval.
Amendment 194 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 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. Member States may exclude day-to-day transactions that form part of a company's ordinary business.
Amendment 201 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 3
Article 3c – paragraph 3
Amendment 276 #
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 guaranteeensure to the best of their ability that their voting recommendations are accurate and reliable, based on a thorough analysis of all the information that is available to them.
Amendment 290 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a
Article 9a
Amendment 363 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b
Article 9b
Amendment 406 #
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 financial impartiality of the transaction.
Amendment 447 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
3a. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market equivalent terms.
Amendment 455 #
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 excludeThe requirements in paragraphs 1, 2 and 3 shall not apply to 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 or joint ventures of the group are wholly or partly owned by the company.
Amendment 485 #
Proposal for a directive
Article 2 – point a
Article 2 – point a
Directive 2013/34/EC
Article 20 – paragraph 1 – point h
Article 20 – paragraph 1 – point h