Activities of Heidi HAUTALA related to 2014/0121(COD)
Legal basis opinions (0)
Amendments (11)
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 137 #
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 %, depending on national conditions and practices, should be able to decide whether the requirement to hold a shareholder vote is proportionate for all related party transactions of 5% or more or whether it should apply only to transactions which are not concluded on market terms 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 subsidiaries, or that are entered into in the ordinary course of business or concluded on market terms or market equivalent terms. 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.
Amendment 431 #
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 thatmay, depending on national conditions and practices, decide whether the requirement to hold a shareholder vote is proportionate for all 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 meetingwhether it should apply only to transactions which are not concluded on market terms. 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 465 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4a (new)
Article 9c – paragraph 4a (new)
4a. Member States may, depending on national conditions and practices, decide that 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 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."