Activities of Alexandra THEIN related to 2011/0308(COD)
Plenary speeches (1)
Financial statements and related reports of certain types of undertakings - Transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (debate)
Shadow reports (1)
REPORT on the proposal for a directive of the European Parliament and of the Council on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings PDF (649 KB) DOC (1 MB)
Amendments (21)
Amendment 102 #
Proposal for a directive
Recital 27
Recital 27
(27) The Member States are stronglA harmonised electronic format for reporting would be very bencouraged to develop electronic publication systems that allow undertakings to file accounting data, including statutory financial statements, only once and in a form that allows multiple users to access and use the data easily. Seficial for undertakings established in the Union, since it would facilitate the creation of a one-stop-shop reporting system which could also be used in other fields. The preparation of financial statements in eXtensible Business Reporting Language (XBRL) should therefore be compulsory with effect from 1 January 2018, following a suitable period for preparation and testing. Establishing such a systems should, however, not be burdensome to small and medium-sized undertakings.
Amendment 108 #
Proposal for a directive
Recital 32
Recital 32
(32) In order to provide for enhanced transparency of payments made to governments, large undertakings and public interest entities which are active in the extractive industry or logging of primary forests should disclose in a separate report on an annual basis material payments made to governments in the countries in which they operate. Such undertakings are active in countries rich in natural resources, in particular minerals, oil, natural gas as well as primary forestoil and natural gas. The report should include types of payments comparable to those disclosed by an undertaking participating in the Extractive Industries Transparency Initiative (EITI). The initiative is also complementary to the EU FLEGT Action Plan (Forest Law Enforcement, Governance and Trade) and the Timber Regulation which require traders of timber products to exercise due diligence in order to prevent illegal wood from entering into the EU market.
Amendment 112 #
Proposal for a directive
Recital 33
Recital 33
(33) The reports should serve to facilitate governments of resource-rich countries in implementing the EITI Principles and Criteria and account to their citizens for payments such governments receive from undertakings active in the extractive industry or loggers of primary forests operating within their jurisdiction. The report should incorporate disclosures on a country and project basis, where a project is considered as the lowest level of operational reporting unit at which the undertaking prepares regular internal management reports, such as a concession, geographical basin, etc and where payments have been attributed to such projectbasis. In the light of the overall objective of promoting good governance in these countries, the materiality of payments to be reported should be assessed in relation to the recipient government. Various criteria on materiality could be envisaged such as payments of an absolute amount, or a percentage threshold (such as payments in excess of a percentage of a country'’s GDP) and these can be defined through a delegated act. The reporting regime should be subject to a review and a report by the Commission within five years of the entry into force of the Directive. The review should consider the effectiveness of the regime and take into account international developments including issues of competitiveness and energy security. The review should also take into account the experience of preparers and users of the payments information and consider whether it would be appropriate to include additional payment information such as effective tax rates and recipient details, such as bank account information.
Amendment 117 #
Proposal for a directive
Recital 35
Recital 35
(35) In order to take account of future changes to the laws of the Member States and in the legislation of the Union concerning company types, the Commission should be empowered to adopt delegated acts in accordance with Article 290 of the Treaty in respect of updating the lists of undertakings contained in Annexes I and II. The use of delegated acts is also necessary to adapt the undertaking size criteria, as with the passage of time inflation will erode their real value. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level. In order to ensure a relevant and appropriate level of disclosure of payments to governments by the extractive industry and loggers of primary forests and to ensure uniform application of this Directive, the Commission should be empowered to adopt delegated acts in accordance with Article 290 of the Treaty in respect of the specification of the concept of materiality of payments.
Amendment 119 #
Proposal for a directive
Article 2 – point 13 a (new)
Article 2 – point 13 a (new)
(13a) Capital shall be defined with regard to the rules on capital maintenance and limitations to profit distribution as laid down in the Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of the formation of the public limited liability companies and the maintenance and alteration of their capital, with the view to making such safeguards equivalent1. ______________ 1 OJ L 26, 31. 1. 1977, p. 1.
Amendment 125 #
Proposal for a directive
Article 4 a (new)
Article 4 a (new)
Article 4a eXtensible Business Reporting Language 1. With effect from 1 January 2018, all financial statements will be prepared in eXtensible Business Reporting Language (XBRL). 2. The Commission shall be empowered to adopt delegated acts in accordance with Article 42 in order to specify the XBRL format and the manner in which this provision is to be implemented in the Member States. Prior to the adoption of the delegated act, the European Securities and Markets Authority (‘ESMA’) shall issue to the Commission an opinion on the specification of the format. 3. Before the adoption of the delegated acts referred to in paragraph 2, the Commission, together with ESMA, shall carry out an adequate assessment of possible XBRL formats and conduct appropriate tests in all Member States.
Amendment 145 #
Proposal for a directive
Article 19 – paragraph 1 – point b a (new)
Article 19 – paragraph 1 – point b a (new)
(ba) the nature and business purpose of the undertaking's arrangements that are not included in the balance sheet and the financial impact on the undertaking of those arrangements provided that the risks or benefits arising from such arrangements are material and in so far as the disclosure of such risks or benefits is necessary for assessing the financial position of the company.
Amendment 148 #
Proposal for a directive
Article 23 – paragraph 1 – introductory part
Article 23 – paragraph 1 – introductory part
1. A Member State shall require any undertaking governed by its national law to draw up consolidated financial statements and a consolidated management report if that undertaking (a parent undertaking) controls one or more other undertakings (subsidiary undertaking(s)) in any of the following situations:
Amendment 149 #
Proposal for a directive
Article 23 – paragraph 1 – point a
Article 23 – paragraph 1 – point a
(a) it has a majority of the shareholders' or members' voting rights in othe otherr undertaking(s) (subsidiary undertaking(s));
Amendment 150 #
Proposal for a directive
Article 23 – paragraph 1 – point b
Article 23 – paragraph 1 – point b
(b) it has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of the other undertaking(s) and is at the same time a shareholder in or a member thereof;
Amendment 151 #
Proposal for a directive
Article 23 – paragraph 1 – point c
Article 23 – paragraph 1 – point c
(c) it has the right to exercise a dominant influence over the other undertaking(s) of which it is a shareholder or a member, pursuant to a contract entered into with the undertaking(s) or to a provision in its memorandum or articles of association, where the law governing the other undertaking(s) permits such contracts or provisions. A Member State need not prescribe that a parent undertaking must be a shareholder in or member of its subsidiary undertaking(s). Those Member States the laws of which do not provide for each contracts or clauses shall not be required to apply this provision;
Amendment 152 #
Proposal for a directive
Article 23 – paragraph 1 – point d
Article 23 – paragraph 1 – point d
Amendment 153 #
Proposal for a directive
Article 23 – paragraph 1 – point e
Article 23 – paragraph 1 – point e
Amendment 154 #
Proposal for a directive
Article 23 – paragraph 1 – point f – subpoint ii
Article 23 – paragraph 1 – point f – subpoint ii
(ii) controls alone, pursuant to an agreement with other shareholders in or members of the other undertaking (s), a majority of shareholders' or members' voting rights. Member States may introduce more detailed provisions concerning the form and contents of such agreements.
Amendment 155 #
Proposal for a directive
Article 23 – paragraph 1 – point f – final part – subparagraph -1 (new)
Article 23 – paragraph 1 – point f – final part – subparagraph -1 (new)
Member States shall prescribe at least the arrangements referred to in point (ii) above. They may make the application of point (i) above dependent upon the holding's representing 20 % or more of the shareholders' or members' voting rights.
Amendment 156 #
Proposal for a directive
Article 23 – paragraph 1 a (new)
Article 23 – paragraph 1 a (new)
1a. Apart from the cases mentioned in paragraph 1 the Member States may require any undertaking governed by their national law to draw up consolidated financial statements and a consolidated management report if: (a) that undertaking has the power to exercise, or actually exercises, dominant influence or control over the other undertaking(s); (b) that undertaking and the other undertaking(s) are managed on a unified basis by the parent undertaking.
Amendment 171 #
Proposal for a directive
Article 36 – paragraph 2
Article 36 – paragraph 2
Amendment 176 #
Proposal for a directive
Article 36 – paragraph 4
Article 36 – paragraph 4
Amendment 189 #
Proposal for a directive
Article 37 – paragraph 1
Article 37 – paragraph 1
1. Member States shall require large undertakings and all public interest entities active in the extractive industry or the logging of primary forests to prepare and make public a report on payments made to governments on an annual basis.
Amendment 199 #
Proposal for a directive
Article 38 – paragraph 1 – point c
Article 38 – paragraph 1 – point c
Amendment 258 #
Proposal for a directive
Article 39 – paragraph 1
Article 39 – paragraph 1
1. A Member State shall require any large undertaking or any public interest entity active in the extractive industry or the logging of primary forests and governed by its national law to draw up a consolidated report on payments to governments in accordance with Articles 37 and 38 if that parent undertaking is under the obligation to prepare consolidated financial statements as laid down in Article 23(1) to 23(6) of this Directive.