42 Amendments of Sven GIEGOLD related to 2012/0299(COD)
Amendment 51 #
Proposal for a directive
Citation 1
Citation 1
Having regard to the Treaty on the Functioning of the European Union, and in particular Articles 157(3) and (4) thereof,
Amendment 52 #
Proposal for a directive
Citation 1 a (new)
Citation 1 a (new)
Having regard to Articles 2 and 3(3) of the Treaty on European Union,
Amendment 53 #
Proposal for a directive
Citation 1 b (new)
Citation 1 b (new)
Having regard to Article 4 of the Convention on the Elimination of All Forms of Discrimination against Women(CEDAW),
Amendment 54 #
Proposal for a directive
Recital 1
Recital 1
(1) Equality between women and menGender equality is one of the Union's founding values and core aims under Article 2 and Article 3(3) of the Treaty on European Union. Under the terms of Article 8 of the Treaty on the Functioning of the European Union (hereinafter referred to as the Treaty), the Union shall aim to eliminate inequalities, and to promote equality, between men and women in all its activities. Article 157(3) of the Treaty not only provides a legal basis for the adoption of Unionbut also imposes an active duty upon the European legislator to adopt measures to ensure the application of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation,.
Amendment 55 #
Proposal for a directive
Recital 2
Recital 2
(2) The principle of positive action and its importance for achieving effective gender equality between women and men in practice are recognised in Article 157(4) of the Treaty and in Article 23 of the Charter of Fundamental Rights of the European Union, which provides that equality between women and men must be ensured in all areas and that the principle of equality shall not prevent the maintenance or adoption of measures providing for specific advantages in favour of the under- represented sex.
Amendment 56 #
Proposal for a directive
Recital 4
Recital 4
(4) In recent years the European Commission has presented several reports taking stock of the situation concerning gender diversity in economic decision- making. The Commission has encouraged publicly listed companies in the European Union to increase the number of womenthe under- represented sex on their boards by self- regulatory measures and to make concrete voluntary commitments in that regard. In its Women's Charter of 5 March 2010, the European Commission underlined that women still do not have full access to the sharing of power and decision-making in political and economic life and reaffirmed its commitment to use its powers to promote a fairer representation of women and men in positions of responsibility. Improving the gender balance in decision- making was defined by the Commission's strategy for equality between women and men 2010-2015 as one of its priority tasks.
Amendment 58 #
Proposal for a directive
Recital 7
Recital 7
(7) The efficient use of human capital is the most important determinant of an economy's competitiveness and is key to addressing the EU's demographic challenges, to competing successfully in a globalised economy and to ensuring a comparative advantage vis-à-vis third countries. The. There is a pool of highly trained and qualified women is constantly growing as evidencedas evidenced among others by the fact that 60 per cent of university graduates are female. A continued failure to draw on this pool in appointments to economic decision-making positions would amount to a failure to fully exploit skilled human capital.
Amendment 65 #
Proposal for a directive
Recital 8
Recital 8
(8) At company level, it is widely acknowledged that the presence of women on boards improves corporate governance, because team performance and the quality of decision-making are enhanced due to a more diverse and collective mind-set incorporating a wider range of perspectives and therefore reaching more balanced decisions. Numerous studies have also shown that there is a positive relationship between gender diversity at top management level and a company's financial performance and profitability. Enhancing female representation on the boards of publicly listed companies in the Union can therefore have a positive impact on the performance of companies concerned and sustainable economic development.
Amendment 70 #
Proposal for a directive
Recital 10
Recital 10
(10) Despite the existing Union legislation aimed at preventing and combating sex discrimination, the Council recommendations aimed specifically at increasing the presence of women in economic decision-making and Union- level actions encouraging self-regulation, women continue to be strongly outnumbered by men in the highest decision-making bodies of companies throughout the Union. In the private sector and especially in listed companies this gender imbalance is particularly significant and acute. The provisions of this Directive do not unduly interfere with day-to-day management, since companies maintain the freedom to select candidates on the basis of quality or other relevant objective considerations. The Commission's key indicator of gender representation on corporate boards shows that the proportion of women involved in top-level business decision- making remains very low. In January 2012, women occupied on average just 13.7 per cent of board seats in the largest publicly listed companies in Member States. Among non-executive directors only 15 per cent were women. The aim is to avoid the under-represented sex being quoted out based on non- objective criteria.
Amendment 74 #
Proposal for a directive
Recital 13
Recital 13
(13) The current lack of transparency of the selection procedures and, qualification criteria and recruitment for board positions in most Member States represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates' careers and freedom of movement, as well as investor decisions. Such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender- biased appointment decisions, thus restricting their freedom of movement within the internal market. On the other hand, investors have different investment strategies that require information linked also to the expertise and competence of the board members. More transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company's business strategy and to take informed decisions.
Amendment 76 #
Proposal for a directive
Recital 14
Recital 14
(14) While this Directive does not aim to harmonise national laws on the selection procedures and qualification criteria for board positions in detail, the introduction of certain minimum standards as regards the requirement for listed companies without balanced gender representation to take appointment decisions for non- executive directors on the basis of an objective comparative assessment of the qualifications of candidates in terms of suitability, competence and professional performance is necessary in ordbut requires listed companies without balanced gender representation to adjust their recruitment, selection and appointment procedures, among others to attain gender balance among non- executives directors. Only an EU-level measure can effectively help to ensure a competitive level-playing field throughout the Union and avoid practical complications in business life.
Amendment 106 #
Proposal for a directive
Recital 22
Recital 22
(22) Listed companies in the Union should be imposed obligations of means providing for appropriate procedures with a view of meeting specific objectives regarding the gender composition of their boards. Those listed companies in whose boards members of the under-represented sex hold less than 40 per cent of non-executive director positions should make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate, by applying pre- established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020. Listed companies should consider putting in place training programmes and mentoring programmes for the under- represented sex as one tool to achieve gender balance if there is a clear gender gap in the company's selection pool for recruitment to board positions. Therefore, the Directive establishes the objective of at least 40 per cent of non- executive directors of the under- represented sex by that date. This objective in principle only concerns the overall gender diversity among the non-executive directors and does not interfere with the concrete choice of individual directors from a wide pool of male and female candidates in each individual case. In particular, it does not exclude any particular candidates for director positions, nor does it impose any individual directors on companies or shareholders. The decision on the appropriate board members thus remains with the companies and shareholders.
Amendment 115 #
Proposal for a directive
Recital 24
Recital 24
(24) Determining the number of non- executive director positions necessary to meet the objective requires further specification since for most board sizes it is mathematically possible only to go beyond or remain below the exact share of 40 per cent. Therefore, the number of board positions necessary to meet the objective should be the number closest to 40 per cent. At the same time, in order to avoid discrimination of the initially over- represented sex, listed companies should not be obliged to appoint members of the under-represented sex to half or moremore than half of the non-executive board positions. Thus, for example, members of the under- represented sex should hold at least one position on boards with three or four non- executive directors, at least two positions on boards with five or six non-executive directors, and at least three positions on boards with seven or eight non-executive directors.
Amendment 116 #
Proposal for a directive
Recital 26
Recital 26
(26) In line with that case-law, Member States should ensure that the selection of the best qualified candidates for non- executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre- establArticle 23 of the Charter of Fundamental Rights of the European Union and where applicable related the case-law, Member States should ensure transparency in their recruitment, selection and appointment procedures while respecting private life with regard to the processing of personal data, recognished, clear, neutrally formulated and unambiguous cri by the Articles 7 and 8 of the Charteria. Examples of types of selection criteria that companies could apply include professional experience in managerial and/or supervisory tasks, knowledge in specific relevant areas such as finance, controlling or human resources management, leadership and communication skills and networking abilities. Priority should be given to the candidate of the under- represented sex if that candidate is at least equally qualified as the candidate of the other sex in terms of suitability, competence and profess. Member States should ensure that companies that do not comply with the Directive's key objectives disclose additional perinformance, and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sextion on their recruitment, selection and appointment policies, and in particular explain measures they will implement to improve their gender balance in this regard.
Amendment 120 #
Proposal for a directive
Recital 27
Recital 27
(27) The methods of recruiting, selection and appointing directors differ from one Member State to another and from one company to another. They may involve the pre-selection of candidates to be presented to the shareholders' assembly, for example by a nomination committee, the direct appointment of directors by individual shareholders or a vote in the shareholders' assembly on individual candidates or lists of candidates. This legislative instrument respects diversity in selection procedures while insisting that the aim of increasing the under-represented sex's participation on boards is attained. The requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned. In this respect, this Directive only establishes a minimum harmonisation of selection procedures, making it possible to apply the conditions provided fallows for a diversity of selection procedures, with a view to attaining the objective of a more by the case-law of the Court of Justice with a view to attaining the objective of a more balanced gender representation ialanced gender representation in the boards of listed companies. The provision of this Directive does not unduly interfere with day-to-day management, since companies maintain the freedom to select candidates on the boardasis of listed companiequalifications or other objective relevant considerations.
Amendment 125 #
Proposal for a directive
Recital 28
Recital 28
(28) This Directive aims to improve the gender balance among directors of companies listed on stock exchanges and thus to contribute to the realisation of the principle of equal treatment between men and women, recognised as a fundamental right of the Union. Listed companies should therefore be required to disclose, upon the request ofto an unsuccessful candidate, not only the qualification criteria upon which the selection was based, but also the objective comparative assessment of those criteria and, where relevant, the considerations tilting the balance in favour of a candidate who is not of the under-represented sex . These limitations to the right to respect for private life with regard to the processing of personal data, recognised by the Articles 7 and 8 of the Charter, and the obligation for listed companies to supply that information, upon request, to the unsuccessful candidate, are necessary and, in conformity with the principle of proportionality, genuinely meet recognised objectives of general interest. They are therefore in line with the requirements for such limitations laid down in Article 52(1) of the Charter and with the relevant case- law of the Court of Justice.
Amendment 131 #
Proposal for a directive
Recital 30
Recital 30
(30) Member States should provide for effective, proportionate and dissuasive sanctions for breaches of this Directive, which could include, inter alia, administrative fines, restrict access from EU funding and nullity or annulment declared by a judicial body of the appointment or of the election of non- executive directors made contrary to the national provisions adopted pursuant to Article 4(1). Eligibility of companies for tenders by an EU institution is dependent on achievement of the target set in Article 4 paragraph 1. Member States may make the achievement of the target set in Article 4 paragraph 1 conditional upon award criteria for public procurement.
Amendment 136 #
Proposal for a directive
Recital 31
Recital 31
Amendment 141 #
Proposal for a directive
Recital 32
Recital 32
(32) Since listed companies should aim to increase the proportion of the under- represented sex in all decision-making positions, Member States may provide that the objective laid down in this Directive should be considered to be met where listed companies can show that membeDirectors of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executiveunder the condition that at least 40% of the executive directors is of the under - represented sex.
Amendment 144 #
Proposal for a directive
Recital 33
Recital 33
(33) In addition to the measures relating to non-executive directors, and with a view also to improving the gender balance among directors involved in daily management tasks, listed companies should be required to make individual commitments regarding thea more balanced representation of both sexes among executive directors, to be achieved at the latest by 1 January 2020, or, in case of listed public undertakings, by 1 January 2018. These commitments should aim to achieve tangible progress from the individual company's current position towards better gender balance.
Amendment 152 #
Proposal for a directive
Recital 35
Recital 35
(35) Member States may have already taken measures providing for means to ensure a more balanced representation of women and men in company boards before the entry into force of this Directive. Such Member States should have an opportunity to apply those measures in place of the procedural requirements relating to appointments where they can demonstrate that the measures taken are of equivalent efficacy in order to attain the objective of a presence of the under-represented sex of at least 40 per cent among non-executive directors of listed companies at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of listed companies which are public undertakings. The Commission should assess whether the Member States' measures are sufficient to achieve the desired outcome, and decide whether relevant articles of the Directive can be suspended in order to avoid interference with national measures.
Amendment 161 #
Proposal for a directive
Article 1 – paragraph 1
Article 1 – paragraph 1
This Directive lays down measures to ensure a more balanced gender representation of men and women among the non-executive directors of listed companies by establishing measures aimed at accelerated progress towards gender balance while allowing companies sufficient time to make the necessary arrangements.
Amendment 173 #
Proposal for a directive
Article 4 – paragraph 1
Article 4 – paragraph 1
1. Member States shall ensure that listed companies in whose boards members of the under-represented sex hold less than 40 per cent of the non-executive director positions make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria,adjust their recruitment, selection or appointment procedure in order to attain the said percentage at the latest by 1 January 2020. For listed companies which are public undertakings, at the latest by 1 January 2018. The adjustment in the procedure may particular but not limited to, involve a selection on the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria; ensuring sufficient diversity in the selection pool of candidates; in case of an election procedure, ensuring gender balance in the composition of the short-listed selection list in order to attain the said percentage at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of listed companies which are public undertakings.
Amendment 176 #
Proposal for a directive
Article 4 – paragraph 2
Article 4 – paragraph 2
Amendment 184 #
Proposal for a directive
Article 4 – paragraph 3
Article 4 – paragraph 3
3. In order to attain the objective laid down in paragraph 1 and in accordance with Article 23 paragraph 2 of the Charter of Fundamental Rights, Member States shall ensure that, in the selectionrecruitment , selection and appointment of non-executive directors, priority shall be given to the candidate of the under-represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability, competence and professional performance, unless an objective assessmentunless an objective assessment inclines the balance in favour of the candidate of the over-represented sex taking into account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex. In case of a competence based selection priority shall be given to the candidate of the underrepresented sex in case that candidate is equally qualified in terms of suitability, competence and professional performance.
Amendment 186 #
Proposal for a directive
Article 4 – paragraph 3 a (new)
Article 4 – paragraph 3 a (new)
3a. Member States shall ensure that the requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with National law and the articles of association of the listed companies concerned.
Amendment 190 #
Proposal for a directive
Article 4 – paragraph 4
Article 4 – paragraph 4
4. Member States shall ensure that listed companies are obliged to disclose, on the request of an to the unsuccessful candidate, the qualification criteria upon which the selection was based, the objective comparative assessment of those criteria and, where relevant, the considerations tilting the balance in favour of athe other candidate, and always if the rejected candidate is of the other sexunderrepresented sex, the total figures and gender of the pre-selected candidates while respecting their anonymity in accordance with EU law on data protection(.....).
Amendment 191 #
Proposal for a directive
Article 4 – paragraph 4 a (new)
Article 4 – paragraph 4 a (new)
4a. Member States shall ensure that listed companies are obliged to present a detailed proposal how to remedy in the next selection procedure in cases where the pre- selected candidates did not include at least 40% of each sex.
Amendment 196 #
Proposal for a directive
Article 4 – paragraph 6
Article 4 – paragraph 6
Amendment 203 #
Proposal for a directive
Article 4 – paragraph 7
Article 4 – paragraph 7
7. Member States may provide that the objective laid down in paragraph 1 is met where listed companies can show that members of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executiveprovided that at least 40% of these positions are executive positions.
Amendment 209 #
Proposal for a directive
Article 5 – paragraph 1
Article 5 – paragraph 1
1. Member States shall ensure that listed companies undertake individual commitments regarding gender-balanced representation of both sexes among executive directors to be achieved at the latest by 1 January 2020, or, in case of listed companies which are public undertakings, by 1 January 2018. These commitments shall aim to achieve tangible progress from the individual company's current position to ensure a balanced gender representation at executive level.
Amendment 210 #
Proposal for a directive
Article 5 – paragraph 2
Article 5 – paragraph 2
2. Member States shall require listed companies to provide information to the competent national authorities, once a year as from [twoto the public in an appropriate and accessible manner on their website and in their annual audit report once a years [ after adoption], about the gender representation on their boards, distinguishing between non-executive and executive directors and about the measures taken in view of the objectives laid down in Article 4(1) and in paragraph 1 of this Article, and to publish that information in an appropriate and accessible manner on their website.; the percentile difference in remuneration and compensation schemes by gender between directors, executive and non-executive positions; the progress made and measures taken in view of the objectives laid down in Article 4(1) and in paragraph 1 of this Article. As well as the gender composition of candidates to any director and executive position filled during the reference period
Amendment 219 #
Proposal for a directive
Article 5 – paragraph 4
Article 5 – paragraph 4
4. Member States shall take the necessary measures to ensure that the body or bodies designated in accordance with Article 20 of Directive 2006/54/EC of the European Parliament and of the Council of 5 July 2006 on the implementation of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation (recast) are also competent and equipped with the sufficient resources for the promotion, analysis, annual monitoring and support oftowards achieving gender balance on the boards of listed companies.
Amendment 220 #
Proposal for a directive
Article 6 – paragraph 1
Article 6 – paragraph 1
1. Member States shall lay down rules on sanctions applicable to infringements of the national provisions adopted pursuant to this Directive and shall take all necessary measures to ensure that they are applied. Member States shall report on the Commission sanctions that are in place to comply with the provisions of this Directive.
Amendment 222 #
Proposal for a directive
Article 6 – paragraph 2 – introductory part
Article 6 – paragraph 2 – introductory part
2. The sanctions must be effective, proportionate and dissuasive and mayshall include at least one of the following measures:
Amendment 228 #
Proposal for a directive
Article 6 – paragraph 2 – point b a (new)
Article 6 – paragraph 2 – point b a (new)
(ba) full cross compliance for other EU funding whereas obligations under this Directive are breached, access to further EU funding is reduced or excluded
Amendment 229 #
Proposal for a directive
Article 6 – paragraph 2 – point b b (new)
Article 6 – paragraph 2 – point b b (new)
(bb) restricted access to or exclusion from EU-funding
Amendment 230 #
Proposal for a directive
Article 6 – paragraph 2 a (new)
Article 6 – paragraph 2 a (new)
2a. Eligibility of companies for tenders by an EU institution is dependent on compliance with Article 4 paragraph 1.
Amendment 231 #
Proposal for a directive
Article 6 – paragraph 2 b (new)
Article 6 – paragraph 2 b (new)
2b. Member States may use the achievement of the objective in Article 4 paragraph 1 as an award criteria in public procurement
Amendment 234 #
Proposal for a directive
Article 7 – paragraph 1
Article 7 – paragraph 1
Member States mayare invited to introduce or maintain provisions which are more favourable than those laid down in this Directive to achieve compliance with Article 23 CFREU and ensure a more balanced representation of men and women in respect of companies incorporated in their national territory, provided those provisions do not create unjustified discrimination, nor hinder the proper functioning of the internal market.
Amendment 240 #
Proposal for a directive
Article 8 – paragraph 3 – subparagraph 1
Article 8 – paragraph 3 – subparagraph 1
Without prejudice to Article 4(6) and (7), Member States which before the entry into force of this Directive have already taken measures to ensure a more balanced representation of women and men among the non-executive directors of listed companies may suspend the application of the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5), provided that it can be shownan assessment by the European Commission indicates that those measures enable members of the under-represented sex to hold at least 40 per cent of the non-executive director positions of listed companies by at the latest 1 January 2020, or at the latest 1 January 2018 for listed companies which are public undertakings.
Amendment 241 #
Proposal for a directive
Article 8 – paragraph 3 – subparagraph 2
Article 8 – paragraph 3 – subparagraph 2
The Member State in question shall notify this information to the Commission. and shall request the Commission to grant suspension of the relevant provisions on the basis of the information provided. The Commission shall inform the European Parliament about the Member State's request and the Commission's assessment. The suspension will be automatically revoked if the percentage in Article 4 paragraph 1 is lower than 25% by 2015 for the listed public undertakings.