[ParlTrack]

Proposal for a directive
Recital 4

(4) In order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders, listed companies should have the possibility to have their shareholders identified and directly communicate with them. Therefore, this Directive should provide for a framework to ensure that shareholders can be identified, without discriminating between existing national systems.

2015/01/07
Committee: ECON

Markus FERBER

Proposal for a directive
Recital 5

(5) The effective exercise of their rights by shareholders depends to a large extent on the efficiency of the chain of intermediaries maintaining securities accounts for shareholders, especially in a cross-border context. This Directive aims at improving the transmission of information by intermediaries through the equity holding chain to facilitate the exercise of shareholder rights. Shareholders may be identified by means other than through intermediaries provided that the objective of identifying shareholders is achieved.

2015/01/07
Committee: ECON

Markus FERBER

Proposal for a directive
Recital 16

(16) In order to ensure that shareholders have an effective say on the remuneration policy, 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~~. The remuneration policy~~, which~~ should be aldesigned ~~with the business strategy, objectives, values and long-term interests of the company and should incorporate measures to avoid conflicts of interest~~in such a way as to ensure sufficient room for manoeuvre for company-specific aspects. 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.

2015/01/07
Committee: ECON

Markus FERBER

Proposal for a directive
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 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 15% 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 subsidiaries. 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.

2015/01/07
Committee: ECON

Markus FERBER

Proposal for a directive
Article 1 – paragraph 1 – point 1 – point a – introductory part

(a) In Paragraph 1~~, the following sentence is added~~ is amended as follows:

2015/01/07
Committee: ECON

Markus FERBER

Proposal for a directive
Article 1 – paragraph 1 – point 1 – point a

This Directive establishes requirements in relation to the exercise of certain shareholder and shareholder association 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. It also establishes requirements for intermediaries used by shareholders to ensure that shareholders can be identified, creates transparency on the engagement policies of certain types of investors and creates additional rights for shareholders to oversee companies.

2015/01/07
Committee: ECON

Markus FERBER

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive 2007/36/EC
Chapter IA – article 3a – paragraph 3

3. Shareholders shall be duly informed by their intermediary that their name and contact details may be 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 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 24 months after re~~ceiving it~~moval from the register.

2015/01/07
Committee: ECON

Markus FERBER