30 Amendments of Daniël van der STOEP related to 2012/0299(COD)
Amendment 62 #
Proposal for a directive
Recital 8
Recital 8
(8) At company level, it is widely acknowledgassumed that the presence of women on boards improves corporate governance, because team performance and the quality of decision- making armay be 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.
Amendment 66 #
Proposal for a directive
Recital 9
Recital 9
(9) Existing evidence also shows that labour market equality can improve economic growth substantially. Enhancing female presence in the boardrooms of listed companies in the Union not only affects the women appointed to boards, but also contributes to attracting female talent to the company and ensuring a greater presence of women at all levels of management and in the workforce. Therefore, a higher share of women on company boards hascan have a positive impact on closing both the gender employment gap and the gender pay gap. Making full use of the existing female talent pool would constitute a marked improvement in terms of return on education for both individuals and the public sector. Female under- representation in the board rooms of publicly listed companies in the EU is a missed opportunity in terms of achieving long-term sustainable growth for Member States' economies at large.
Amendment 71 #
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 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.
Amendment 73 #
Proposal for a directive
Recital 13
Recital 13
(13) The current lack of transparency of the selection procedures and qualification criteria for board positions in most Member States may represents a significant barrier to more gender diversity among board members and it 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 77 #
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 order tomay 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 81 #
Proposal for a directive
Recital 15
Recital 15
(15) The Europe 2020 Strategy for Smart, Sustainable and Inclusive Growth ascertained that increased female labour force participation is a precondition for boosting growth and for tackling demographic challenges in Europe. The Strategy set a headline target of reaching an employment rate of 75 per cent for women and men aged 20-64 by 2020, which can only be reached if there is a clear commitment to gender equality and a reinforced effort to tackle all barriers to women's participation in the labour market. The current economic crisis has magnified Europe's ever-growing need to rely on knowledge, competence and innovation and to make full use of the pool of available talent. Enhancing female participation in economic decision- making, on company boards in particular, is expected to have a positive spill-over effect on female employment in the companies concerned and throughout the whole economy.
Amendment 83 #
Proposal for a directive
Recital 16
Recital 16
Amendment 90 #
Proposal for a directive
Recital 17
Recital 17
(17) Companies listed on stock exchanges enjoy a particular economic importance, visibility and impact on the market as a whole. The measures provided for in this Directive should therefore apply to listed companies, which are defined as companies incorporated in a Member State whose securities are admitted to trading on a regulated market within the meaning of Article 4(1) (14) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, in one or more Member States. These companies set standards for the economy in its entirety and their practices can be expected to be followed by other types of companies. The public nature of listed companies justifies that they be regulated to a greater extent in the public interest.
Amendment 102 #
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 410 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. Therefore, the Directive establishes the objective of at least 410 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 109 #
Proposal for a directive
Recital 23
Recital 23
(23) Member States exercise a dominant influence over listed companies which are public undertakings within the meaning of Article 2(b) of Commission Directive 2006/111/EC of 16 November 2006 on the transparency of financial relations between Member States and public undertakings, as well as on financial transparency within certain undertakings. Due to that dominant influence, they have the instruments at their disposal to bring about the necessary change more rapidly. Therefore, in such companies the objective of least 410 per cent of non-executive directors of the under-represented sex should be set at an earlier date.
Amendment 113 #
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 410 per cent. Therefore, the number of board positions necessary to meet the objective should be the number closest to 410 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 more 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 126 #
Proposal for a directive
Recital 29
Recital 29
Amendment 130 #
Proposal for a directive
Recital 30
Recital 30
(30) Member States shouldmay provide for effective, proportionate and dissuasive sanctions for breaches of this Directive, which could include, inter alia, administrative fines 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).
Amendment 140 #
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 members of the under-represented sex hold at least one thirdenth of all director positions, irrespective of whether they are executive or non- executive.
Amendment 145 #
Proposal for a directive
Recital 34
Recital 34
(34) Member States shouldmay require listed companies to provide information on the gender composition of their boards as well as information on how they managed to meet the objectives laid down in this Directive, on a yearly basis to the competent national authorities in order to enable them to assess the progress of each listed company towards gender balance among directors. Such information shouldmay be published and, where the company in question has not met the objective, it should include a description of the measures that it has taken so far and intends to take in the future in order to meet the objective. However, this is not compulsory for listed companies.
Amendment 150 #
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 410 per cent among non-executive directors of listed companies at the latest by 1 January 20240 or at the latest by 1 January 20138 in case of listed companies which are public undertakings.
Amendment 154 #
Proposal for a directive
Recital 37
Recital 37
(37) While some Member States have taken regulatory action or encouraged self- regulation with mixed results, the majority of Member States have not taken action or indicated their willingness to act in a way that would bring about sufficient improvement. Projections based on a comprehensive analysis of all available information on past and current trends as well as intentions show that a balanced gender representation among non- executive board members across the Union in line with the objectives set out in this Directive will not be achieved by Member States acting individually at any point in the foreseeable future. In the light of those circumstances and given the growing discrepancies between Member States in terms of the representation of women and men on company boards, the gender balance on corporate boards across the Union can only be improved through a common approach, and the potential for gender equality, competitiveness and growth can be better achieved through coordinated action at Union level rather than through national initiatives of varying scope, ambition and effectiveness. Since the objectives of this Directive cannot be sufficiently achieved by the Member States and can, therefore, by reason of the scale and effect of action, be better achieved at Union level, the Union may adopt measures in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union.
Amendment 157 #
Proposal for a directive
Recital 39
Recital 39
(39) In accordance with the principle of proportionality, the objective to be met by listed companies should be limited in time and remain in force only until sustainable progress has been achieved in the gender composition of boards. For that reason, the Commission should regularly review the application of this Directive and report to the European Parliament and the Council. The Directive is due to expire on 31 December 202813. The Commission should assess, in its review, if there is a need to extend the duration of the Directive beyond that period.
Amendment 170 #
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 410 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, in order to attain the said percentage at the latest by 1 January 20240 or at the latest by 1 January 20138 in case of listed companies which are public undertakings.
Amendment 179 #
Proposal for a directive
Article 4 – paragraph 2
Article 4 – paragraph 2
2. The number of non-executive director positions necessary to meet the objective laid down in paragraph 1 shall be the number closest to the proportion of 410 per cent, but not exceeding 419 per cent.
Amendment 194 #
Proposal for a directive
Article 4 – paragraph 5
Article 4 – paragraph 5
5. Member States shallmay take the necessary measures, in accordance with their national judicial systems, to ensure that where an unsuccessful candidate of the under- represented sex establishes facts from which it may be presumed that that candidate was equally qualified as the appointed candidate of the other sex, it shall be for the listed company to prove that there has been no breach of the rule laid down in paragraph 3.
Amendment 207 #
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 20240, or, in case of listed companies which are public undertakings, by 1 January 20138.
Amendment 235 #
Proposal for a directive
Article 8 – paragraph 1
Article 8 – paragraph 1
1. Member States shallmay adopt and publish, by [two years after adoption] at the latest, the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith communicate to the Commission the text of those provisions.
Amendment 237 #
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 shown that those measures enable members of the under-represented sex to hold at least 410 per cent of the non-executive director positions of listed companies by at the latest 1 January 20240, or at the latest 1 January 20138 for listed companies which are public undertakings.
Amendment 243 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
1. Member States shall communicate to the Commission by 1 January 20137 at the latest and every two10 years thereafter a report on the implementation of this Directive. These reports shall include, amongst others, comprehensive information about the measures taken with a view to attaining the objectives laid down in Article 4(1), information provided in accordance with Article 5(2) and information about individual commitments taken by listed companies pursuant to Article 5(1).
Amendment 244 #
Proposal for a directive
Article 9 – paragraph 2 – subparagraph 1
Article 9 – paragraph 2 – subparagraph 1
Member States having suspended pursuant to Article 8(3) the application of the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5) shall include information in the reports mentioned in paragraph 1 demonstrating the concrete results obtained by the national measures referred to in Article 8(3). The Commission shall then issue a specific report ascertaining whether those measures effectively enable members of the under-represented sex to hold at least 410 per cent of the non-executive director positions by 1 January 20138 for listed companies which are public undertakings, and by 1 January 20240 for listed companies which are not public undertakings. The first such report shall be issued by the Commission by 1 July 20137, and subsequent reports shall be issued within six months after notification of the respective national reports under paragraph 1.
Amendment 247 #
Proposal for a directive
Article 9 – paragraph 2 – subparagraph 2
Article 9 – paragraph 2 – subparagraph 2
Member States in question shall ensure that listed companies, which by applying the national measures referred to in Article 8(3) have not appointed or elected members of the under-represented sex for at least 410 per cent of the non-executive director positions of their boards by 1 January 20138, where they are public undertakings, or by 1 January 20240, where they are not public undertakings, apply the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5) with effect respectively from those dates.
Amendment 251 #
Proposal for a directive
Article 9 – paragraph 3
Article 9 – paragraph 3
3. The Commission shall review the application of this Directive and report to the European Parliament and the Council by 31 December 20241 at the latest and every two years thereafter. The Commission shall evaluate in particular whether the objectives of this Directive have been achieved.
Amendment 253 #
Proposal for a directive
Article 9 – paragraph 4
Article 9 – paragraph 4
Amendment 255 #
Proposal for a directive
Article 10 – paragraph 2
Article 10 – paragraph 2
2. It shall expire on 31 December 202813.