Activities of Jean-Marie CAVADA related to 2014/0121(COD)
Legal basis opinions (0)
Amendments (26)
Amendment 150 #
Proposal for a directive
Article 1 – point 2
Article 1 – point 2
Directive 2007/36/EC
Article 2 – point 1
Article 2 – point 1
(lj) ‘'Director’' means any member of the administrative, management or supervisory bodies of a company; , except with regard to the application of Articles 9a and 9b, for which ‘director’ means any member of the management body of a company or any person appointed by the administrative body of a company to perform a management role, or the chair of the board or of the supervisory board;
Amendment 157 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 a – paragraph 1
Article 3 a – paragraph 1
1. Member States shall ensure that intermediaries offer toguarantee that companies thare possibilityermitted to have their shareholders identified and that this right is effectively upheld.
Amendment 164 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 a – paragraph 2
Article 3 a – paragraph 2
2. Member States shall ensure that, on the request of the company,This right includes the right to receive from the intermediary communicates without undue delay to the company the name and contact details of the shareholders and, where the shareholders are legal persons,he names of shareholders and, where available, address and number of shares and voting rights they hold and their unique identifier where available.of legal persons 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 172 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 a – paragraph 3
Article 3 a – 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 and dialogue between the company and its shareholders and to give third parties an overview of the shareholding structure of the company by disclosing the names of the main shareholders and the different shareholder categories. The company and the intermediary shall ensure that natural and legal 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 246 months after receiving it. the individual concerned has ceased to be a shareholder.
Amendment 176 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 a – paragraph 4
Article 3 a – paragraph 4
4. Member States shall ensure that an intermediary that repoimparts the name and contact details of a shareholdero the company information regarding shareholders referred to in paragraph 2 is not considered in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.
Amendment 196 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
2. Member States shall ensure that companies confirm the votes cast in general meetings by ordisclose the results of votes in general meetings. Member States shall, within a period of five years after the date of entry into force of this Directive, take all the necessary measures to ensure that companies confirm the votes cast on behalf of the shareholders. In case the intermediary casts the vote in a general meeting at the request of the Council or of the intermediary who has cast the vote on his behalf, whether electronically or by any other means. They may provide that a reasonable charge be made for confirmation. When the vote has been cast by an intermediary, 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 215 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 f – paragraph 1 – subparagraphs 1 and 1a (new)
Article 3 f – paragraph 1 – subparagraphs 1 and 1a (new)
1. Member States shall ensure that institutional investors and asset managers develop a policy on shareholder engagement (“engagement policy”) This engagement policy shall determine how institutional investors and asset managers conduct all of the following actionseither comply with the provisions of the following subparagraph or make public their reasons for non-compliance. Institutional investors and asset managers shall formulate a shareholder engagement policy ('engagement policy') to determine how they:
Amendment 254 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 g – paragraph 2 – subparagraph 1 – point a
Article 3 g – paragraph 2 – subparagraph 1 – point a
Amendment 260 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 g – paragraph 2 – subparagraph 1 – point d
Article 3 g – paragraph 2 – subparagraph 1 – point d
Amendment 263 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3 g – paragraph 2 – subparagraph 1 – point e
Article 3 g – paragraph 2 – subparagraph 1 – point e
Amendment 298 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 1 – subparagraph 1
Article 9 a – paragraph 1 – subparagraph 1
Member States shall ensure that shareholders have the right to vote on thecompanies draw up a remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with athat remuneration policy. Member States shall ensure that shas been apreholders have the right to approve either the remuneration policy as regards directors or the remuneration report for the previous year as provided by shareholders. The policy shallfor in Article 9b. If shareholders have the right to vote on the remuneration policy, that policy must be submitted to them for approval by the shareholders at least every three years. at least every three years or every time it is changed. Member States may stipulate that the vote by shareholders on the remuneration policy is advisory, provided that, if the shareholders reject the remuneration policy, the board then reviews that policy and notifies its conclusions to the shareholders at the latest at the next general meeting. If shareholders have the right to vote only on the remuneration report for the previous year, and if they rejected that report, the board shall review the remuneration policy and notify its conclusions to the shareholders at the latest at the next general meeting.
Amendment 323 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 3 – subparagraph 1
Article 9 a – paragraph 3 – subparagraph 1
The policy shall explain how it contributes to the company’s strategy and to its long- term interests and sustainability of the company. It shall set clear criteria for the award of. It shall outline the components of the fixed and variable remuneration, including all benefits in whatever form, paid to directors.
Amendment 338 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 3 – subparagraph 2
Article 9 a – 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 takenremuneration policy for directors.
Amendment 350 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 3 – subparagraph 4
Article 9 a – paragraph 3 – subparagraph 4
The policy shall indicate the main terms of the contractsconditions of employment of directors, including itsthe duration of their appointment and the applicable notice periods and payments linked to termination of contracttheir duties.
Amendment 360 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 a – paragraph 4
Article 9 a – paragraph 4
4. Member States shall ensure that after approval by the shareholders the policy is made public without delay and available, free of charge, on the company's website at least as long as it is applicable.
Amendment 365 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 1 – introductory words
Article 9 b – 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, in accordance with the remuneration policy referred to in Article 9a, 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 371 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 1 – point a
Article 9 b – paragraph 1 – point a
(a) the total remuneration awardepaid or paidyable split out by component, the relative proportion of fixed and variable remuneration, an explanation how the total remuneration is linked to long-term performance and information on how the performance criteria where applied;
Amendment 380 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 200/36/EC
Article 9 b – paragraph 1 – point b
Article 9 b – paragraph 1 – point b
(b) the relative change of the remuneration of directors over the last three financial years, its relation to the development of the valuperformance of the company and to change in the average remuneration of full time employees of the company other than directors over the same period;
Amendment 384 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 1 – point e
Article 9 b – paragraph 1 – point e
(e) where appropriate, information on the use of the possibility to reclaim variable remuneration;
Amendment 385 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 1 – point f
Article 9 b – paragraph 1 – point f
(f) information on how the remuneration of directors was established, including, where appropriate, on the role of the remuneration committee.
Amendment 395 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 3 c (new)
Article 9 b – paragraph 3 c (new)
3c. 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 404 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 c – paragraph 1 – subparagraph 1
Article 9 c – paragraph 1 – subparagraph 1
Member States shall ensure that companies, in case of significant 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. Member States may stipulate that this announcement is accompanied by a report from an independent third party which provides the information needed to assess the significance of the transaction for the company. 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 433 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 c – paragraph 2 – subparagraph 2
Article 9 c – paragraph 2 – subparagraph 2
Amendment 444 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 c – paragraph 3
Article 9 c – paragraph 3
3. TMember States shall ensure that significant transactions with the same related party that have been concluded during the previous 12 months period and have not been approved by shareholders shall be aggregated for the purposes of application of paragraph 2. If the value of these aggregated transactions exceeds 5% of the assets, the transaction by which this threshold is exceeded and any subsequenties are put to a vote of shareholders at the general meeting or by the administrative or supervisory body. If the transactions with the samea related party shall be submitted to a shareholder vote and may only be unconditionally concluded after shareholder approvalinvolves a shareholder or a director, that shareholder or director shall not be allowed to vote.
Amendment 454 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 c – paragraph 4
Article 9 c – 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 also exclude certain types of clearly defined transactions in respect of which minority shareholders enjoy adequate protection under national law.
Amendment 467 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 c – paragraph 4 a (new)
Article 9 c – paragraph 4 a (new)
4a. For the purposes of this Article, Member States shall take account of the following when defining significant transactions: (a) the nature of the transaction and the position of the related party; or (b) the impact of the transaction on the company’s results, assets, capitalisation or turnover; or (c) the risks which the transaction creates for the company and its shareholders.