Activities of Sajjad KARIM related to 2014/0121(COD)
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 (49)
Amendment 156 #
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 identifiedcompanies have the right to identify their shareholders. Member States may provide that companies having their registered office in their territory can only request identification with respect to shareholders holding more than 0,5% of shares.
Amendment 171 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 3
Article 3a – paragraph 3
3. SMember States shall ensure that shareholders shall bare duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification information regarding their identity may be processed in accordance with this aArticle. 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 is necessary, and in any event not longer than 124 months after receiving it.
Amendment 179 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 5
Article 3a – paragraph 5
5. The Commission shall be empowered to adopt implementing acts to specify the requirements to transmit the information laid down in paragraphs 2 and 3 including as regards the information to be transmitted, the format of the request and the transmission, including the secure formats to be used, and the deadlines to be complied with. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 14a (2).
Amendment 186 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3b – paragraph 5
Article 3b – paragraph 5
5. The Commission shall be empowered to adopt implementing acts to specify the requirements to transmit information laid down in paragraphs 1 to 4 including as regards the content to be transmitted, the deadlines to be complied with and the types and format of information to be transmitted, including the secure formats to be used. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 14a (2).
Amendment 188 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 1
Article 3c – paragraph 1
1. Member States shall ensure that the intermediary facilitates the exercise of the rights by the shareholder, including the right to participate and vote in general meetings. Such facilitation shall comprise at least eitherboth of the following:
Amendment 194 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 2
Article 3c – paragraph 2
Amendment 200 #
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 203 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3d – paragraph 1
Article 3d – paragraph 1
1. Member States shall allow intermediaries to charge prices or fees for the service to be provided under this chapter. Irequire intermediaries shallto publicly disclose prices, fees and any other charges separately for each service referred to in this chapter.
Amendment 207 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3d – paragraph 2
Article 3d – paragraph 2
2. Member States shall ensure that any charges that may be levied by an intermediary on shareholders, companies and other intermediaries shall be non- discriminatory and proportional. Any differences in the charges levied between domestic and cross-border exercise of rights shall bonly be permitted where duly justified.
Amendment 214 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – introductory words
Article 3f – paragraph 1 – introductory words
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 actions:explain how institutional investors and asset managers integrate shareholder engagement in their investment strategy and conduct engagement activities as set out in Article 2(h). Institutional investors and asset managers shall publicly disclose how this engagement policy has been implemented in an annual statement, including a general overview of their voting behaviour and their use of proxy advisors. A general overview of voting behaviour shall include disclosure of how votes were cast for each company in which they hold at least 0,3% of the voting rights, either individually or in aggregate where voting rights are held in funds managed by the same asset manager or institutional investor. Information referred to in this paragraph shall be published by institutional investors and asset managers on their websites, or made available where they do not have a website.
Amendment 219 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36 EC
Article 3f – paragraph 1 – point a
Article 3f – paragraph 1 – point a
Amendment 221 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point b
Article 3f – paragraph 1 – point b
Amendment 224 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point c
Article 3f – paragraph 1 – point c
Amendment 226 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point d
Article 3f – paragraph 1 – point d
Amendment 229 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point e
Article 3f – paragraph 1 – point e
Amendment 231 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point f
Article 3f – paragraph 1 – point f
Amendment 235 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 2 – introductory words
Article 3f – paragraph 2 – introductory words
2. Member States shall ensure that the engagement policy includes policies to manage actual or potential conflicts of interests with regard to shareholdetheir engagements. Such policies shall in particular be developed for all of the following situations:
Amendment 238 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 2 – point a
Article 3f – paragraph 2 – point a
Amendment 239 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 2 – point b
Article 3f – paragraph 2 – point b
Amendment 240 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 2 – point c
Article 3f – paragraph 2 – point c
Amendment 241 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 2 – point d
Article 3f – paragraph 2 – point d
Amendment 242 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 3
Article 3f – paragraph 3
Amendment 249 #
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 disclose to the public howwhether and if so how the principles underlying their equity investment strategy (“investment strategy”) isand the arrangements with asset managers who invest on their behalf, either on a discretionary client-by-client basis or through a collective investment undertaking, are aligned with the profile and duration of their liabilities and how ithey contributes to the medium to long- term performance of their assets. 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 252 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – introductory words
Article 3g – paragraph 2 – introductory words
2. Where an asset manager invests on behalf of an institutional investor, either on a discretionary client-by-client basis or through a collective investment undertaking, the institutional investor shall annualpublicly disclose to the public the main elements ofwhether and if so how the arranggreement withbetween the institutional investor and the asset manager with regard toaddresses the following issues:
Amendment 256 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph 1 – point b
Article 3g – paragraph 2 – subparagraph 1 – point b
(b) whether and to what extent it incentivises the asset manager to make investment decisions based on medium to long-term company performance, including non-financial performance, and to engage with companies as a means of improving company performance to deliver investment returnsinterest of the institutional investor;
Amendment 257 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph 1 – point c
Article 3g – paragraph 2 – subparagraph 1 – point c
Amendment 259 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph – point d
Article 3g – paragraph 2 – subparagraph – point d
Amendment 265 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph – point e
Article 3g – paragraph 2 – subparagraph – point e
(e) the targeted portfolio turnover or turnover range, the method used for the turnover calculationwhether and to what extent portfolio turnover costs are monitored, and whether any procedure is established when this is exceedrelated byto the asset managerose costs;
Amendment 266 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph 2
Article 3g – paragraph 2 – subparagraph 2
Where the arrangement with the asset manager does not contain one or more of the elements referred to in points (a) to (f)this paragraph, the institutional investor shall give a clear and reasoned explanation as toexplain why this is the case.
Amendment 267 #
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 on a half-yearlyn annual 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 269 #
Proposal for a directive
Article 1 – point 3
Article 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 to the institutional investor on a half-yearly basis all ofthe annual disclosure referred to in paragraph 1 contains at least the following information:
Amendment 274 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3h – paragraph 3
Article 3h – paragraph 3
Amendment 275 #
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 guarantee that their voting recommendations are accurate and reliable, based on a thorough analysis of all the information that is available to themmake public reference to a code of conduct which they apply and report on the application of that code of conduct. Where the proxy advisors depart from any recommendation of the code of conduct which they apply, they shall explain which parts they depart from, provide reasons for doing so and indicate, where appropriate, what alternative measures have been adopted. Where proxy advisors decide not to apply a code of conduct, they should explain their reasons for doing so. Information referred to in this paragraph shall be published by proxy advisors on their websites, or made available where they do not have a website, and updated on an annual basis.
Amendment 279 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – introductory words
Article 3i – paragraph 2 – subparagraph 1 – introductory words
Proxy advisors shall on an annual basis publicly disclose all of the following information in relation to the preparation of their research and voting recommendations:
Amendment 281 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point b
Article 3i – paragraph 2 – subparagraph 1 – point b
Amendment 283 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point ca (new)
Article 3i – paragraph 2 – subparagraph 1 – point ca (new)
(ca) the essential features of the research undertaken and voting policies applied for each market;
Amendment 284 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point d
Article 3i – paragraph 2 – subparagraph 1 – point d
(d) whether they have communication or dialogues with the companies which are the object of their research and voting recommendations, and, if so, the extent and nature thereof;
Amendment 286 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point d
Article 3i – paragraph 2 – subparagraph 1 – point d
(da) the policy regarding prevention and management of potential conflicts of interest;
Amendment 287 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point e
Article 3i – paragraph 2 – subparagraph 1 – point e
Amendment 288 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point f
Article 3i – paragraph 2 – subparagraph 1 – point f
Amendment 289 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 3
Article 3i – paragraph 3
3. Member States shall ensure that proxy advisors identify and disclose without undue delay to their clients and the company concerned any actual or potential conflict of interest or business relationships that may influence the preparation of the research and voting recommendations and the actions they have undertaken to eliminate or mitigate the actual or potential conflict of interest.“
Amendment 319 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 2
Article 9a – paragraph 2
Amendment 321 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
3. The policy shall be clear and understandable, and shall explain how it contributes to the long-term interests and sustainability of the company. It shall set clear criteria for the award of fixed and variable remuneration, including all benefits in whatever form.
Amendment 334 #
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 annual adjustment of the remuneration of directors and the average annual adjustment of the 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 377 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point b
Article 9b – 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 value of the company and to and the relative change in the average remuneration of full time employees of the company other than directors;
Amendment 408 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
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 shareholdersentry into the transaction. 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 transactioneconomic fairness of the transaction from the perspective of the company.
Amendment 418 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 2
Article 9c – paragraph 1 – subparagraph 2
Member States may provide that companies can request their shareholders to exempt them from the requirement of subparagraph 1 to accompany the announcement of the transaction with a related party by a report from an independent third party in case of clearly defined types of recurrent transactions with an identified related party in a period of not longer than 12 months after granting the exemption. Where the related party transactions involve a shareholder, this shareholder shall be excluded from the votethe announcement published pursuant to paragraph 1 is accompanied by a report assessing whether or not the transaction is fair from the perspective of the shareholders, including minority shareholders, and explaining the assumptions the report based upon together with the methods used. The report shall be produced by an independent third party. Member States may provide that this report can be produced by: (a) the independent directors of the company; or (b) the audit committee or any committee the majority of which is composed of independent directors; provided that the related parties are prevented from influencing the preparation onf the advance exemption. report.
Amendment 428 #
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 material transactions with related parties arepresenting more than 5% of the companies’ assets approved at the latest immediately before 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 transahe time of their completion by the shareholders or by the administrative or supervisory bodies of the company in accordance with procedures which prevent a related party from taking advantage of its position and provide adequate protection undefor the condition of shareholder approvalminority shareholders' interests.
Amendment 456 #
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 excludeBy way of derogation from paragraph 1, 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. shall not constitute related party transactions for the purposes of this Article where the transactions are: (a) conducted on standard terms in the ordinary course of business; (b) concluded on market terms, provided that the administrative or supervisory body, without influence from the related party, has sanctioned what constitutes market terms in the particular type of case; or transactions entered into between the company and its subsidiary undertakings provided that no other related party of the company has an interest in the subsidiary undertaking or provided that national law provides for adequate protection of interests of minority shareholders of the company and of its subsidiary undertakings in such transactions; (c) clearly defined types of transactions which are not disadvantageous to minority shareholders, such as issuance of shares on a pre-emptive basis or payment of dividends, provided that the related party is offered or granted terms not more favourable than those terms offered or granted to the other shareholders. Member States may exclude from the requirements in paragraphs 1 and 2 transactions entered into between the company and any of its subsidiaries that are not wholly owned if national law provides for adequate protection of the interests of shareholders who are not a related party.