Activities of Tadeusz ZWIEFKA related to 2014/0121(COD)
Plenary speeches (2)
Long-term shareholder engagement and corporate governance statement (debate) PL
Long-term shareholder engagement and corporate governance statement (debate) PL
Shadow reports (1)
REPORT 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 PDF (959 KB) DOC (468 KB)
Amendments (18)
Amendment 158 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 1
Article 3a – paragraph 1
1. Member States shall ensure that intermediaries offer to companies the possibility to have their shareholders identified. companies have the right to identify their shareholders. Member States may provide that companies having a registered office on their territory can only request identification with respect to shareholders holding more than 0,5% of shares.
Amendment 160 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 1a (new)
Article 3a – paragraph 1a (new)
1a. Information required for identification of shareholders shall be used only with the purpose of communication between companies and their shareholders.
Amendment 213 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Chapter Ib – Article 3e a (new)
Chapter Ib – Article 3e a (new)
Article 3ea This chapter is without prejudice to the provisions laid down in sectorial legislation regulating asset managers and institutional investors to the extent that the requirements provided by this Chapter duplicate or contradict the requirements laid down in sectorial legislation. The provisions of sectorial legislation should be considered as lex specialis in relation to this chapter.
Amendment 233 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 a (new)
Article 3f – paragraph 1 a (new)
1a. Member States shall ensure that institutional investors and asset managers either comply with the requirements set out in paragraph 1 or provide an explanation that is made available to the public as to why they have chosen not to comply with those requirements.
Amendment 250 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 1
Article 3g – paragraph 1
1. Member States shall ensure that institutional investors either comply with the obligation to 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 or provide an explanation that is made available to the public as to why they have chosen not to comply with that obligation. 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 268 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3h – paragraph 1
Article 3h – paragraph 1
1. Member States shall ensure that asset managers disclose upon a half-yearly basisrequest 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 271 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Article 3h – paragraph 2 – introductory words
Article 3h – paragraph 2 – introductory words
2. Member States shall ensure that asset managers disclose, upon request, to the institutional investor on a half-yearly basis all of the following information:
Amendment 291 #
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 thecompanies establish a 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.
Amendment 304 #
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 315 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2a (new)
Article 9a – paragraph 1 – subparagraph 2a (new)
Member States may provide that the vote of the shareholders on the remuneration policy is advisory. However, Member States may decide to allow companies to establish an internal procedure defining the rules on remuneration for directors outside the general remuneration policy. Member States shall ensure that shareholders have the right to vote on the internal procedure. Member States shall provide for the consequences of a negative vote by the shareholders in their respective national laws.
Amendment 333 #
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
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 takeset the appropriate ratios between the fixed and the variable component of the total remuneration.
Amendment 386 #
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
Amendment 394 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 3b (new)
Article 9 b – paragraph 3b (new)
3b. Member States shall ensure that companies publicly announce the remuneration report either on their website or in another way in accordance with national law. Member States may provide for other forms of publishing the remuneration report provided that shareholders have free access to it.
Amendment 401 #
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 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 partthe administrative or supervising body 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. Member States may provide that report may be prepared by an independent third party.
Amendment 424 #
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 significant 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 byare submitted to a vote by the administrative body or supervising body or 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 437 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 a (new)
Article 9c – paragraph 2 a (new)
2a. Member States shall provide in national law for the definition of significant transactions. However Member States may provide for different factors for assessing the significance of transactions provided for in paragraphs 1 and 2.
Amendment 443 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3
Article 9c – paragraph 3
3. 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 assetsthe significance set under paragraph 2, the transaction by which this threshold is exceeded and any subsequent transactions with the same related party shall be submitted to a shareholder vote and may only be unconditionally concluded after shareholder approval.
Amendment 449 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3a (new)
Article 9c – paragraph 3a (new)
3a. The requirements in paragraphs 1 and 2 shall not apply to transactions entered into the ordinary course of business or concluded on market terms or market equivalent terms.