Activites

• 2013/11/06 Final act published in Official Journal
  • Directive 2013/50
  • OJ L 294 06.11.2013, p. 0013
  • Corrigendum to final act 32013L0050R(01)
  • OJ L 014 18.01.2014, p. 0035
• 2013/10/22 Final act signed
• 2013/10/22 End of procedure in Parliament
• #3265
• 2013/10/17 Council Meeting
• 2013/10/17 Act adopted by Council after Parliament's 1st reading
• 2013/06/12 Results of vote in Parliament
  • Results of vote in Parliament
  • T7-0262/2013 summary

    The European Parliament adopted by 655 votes to 18, with 11 abstentions, a legislative resolution on the proposal for a Directive of the European Parliament and of the Council amending Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and Commission Directive 2007/14/EC. Parliament adopted its position at first reading under the ordinary legislative procedure. The amendments adopted in plenary are the result of a compromise negotiated with the Council. They amend the Commission’s proposal as follows: Notification of choice of home Member State: to avoid that competent authorities of the host Member State(s) and of the Member State where the issuer has its registered office are not informed about the choice of home Member State by the issuer, all issuers should be required to communicate the choice of their home Member State to the competent authority of its home Member State, the competent authorities of all host Member States and to the competent authority of the Member State where they have their registered office, where it is different from their home Member State. The rules concerning notification of the choice of home Member State should therefore be amended accordingly. Publication of financial information: a host Member State may subject an issuer to stricter requirements than those laid down in the Directive but it should not be allowed to impose the requirement to publish periodic financial information on a more frequent basis than annual financial reports and half-yearly financial reports in their national legislation. However, Member States may nevertheless require issuers to publish additional periodic financial information if such requirement does not constitute a significant financial burden and if the additional information required is proportionate to what contributes to investment decisions. Member States may require the publication of additional periodic financial information by financial institutions. Frequency of publication of information: the amended text provides that the issuer shall make public its annual financial report at the latest four months after the end of each financial year and shall ensure that it remains publicly available for at least 10 years. With effect from 1 January 2020 all annual financial reports shall be prepared in a single electronic reporting format provided that a cost benefit analysis has been undertaken by ESMA. The issuer of shares or debt securities shall make public a half-yearly financial report covering the first six months of the financial year as soon as possible after the end of the relevant period, but at the latest three months thereafter. The issuer shall ensure that the half-yearly financial report remains available to the public for at least 10 years. Report on payments to governments: to improve transparency and investor protection, Member States shall require issuers active in the extractive or logging of primary forest industries, in accordance with the Accounting Directive, a report on payments made to governments on an annual basis. In accordance with the Accounting Directive, the following principles shall apply: (i) any payment, whether made as a single payment or a series of related payments, need not be taken into account in the report if it is below EUR 100 000 within a financial year; (ii) reporting on payments to governments should be done on a government and project-by-project basis; (iii) no exemptions, for instance for issuers active in certain countries, should be made which have a distortive impact and allow issuers to exploit lax transparency requirements, and (iv) all relevant payments to governments should be reported. Notification of major holdings of voting rights: to improve legal certainty, enhance transparency and reduce administrative burdens for cross-border investors, the Directive provides for a harmonised regime for the notification of major holdings of voting rights, especially regarding aggregation of holdings of chares with holdings of financial instruments. According to the amended text, Member States shall not be allowed to adopt more stringent rules than those in Directive 2004/109/EC regarding the calculation of notification thresholds, aggregation of holdings of voting rights attaching to shares with holdings of voting rights relating to financial instruments and exemptions from the notification requirements. However, taking into account the differences in company laws in the Union leading to the total number of shares differing from the total number of voting rights for some issuers, Member States should continue to be allowed to set both lower and additional thresholds for notification of holdings of voting rights, and to require equivalent notifications in relation to thresholds based on capital holdings. Access to regulated information on listed companies in the Union: an internet portal serving as a European electronic access point will be created by 1 January 2018. ESMA should develop and operate the access point. Sanctions: Member States shall lay down rules on administrative measures and sanctions applicable to breaches of the national provisions adopted in the implementation of this Directive and shall take all measures necessary to ensure that they are implemented. Competent authorities shall impose as a minimum the following administrative measures and sanctions: (a) a public statement which indicates the natural person or the legal entity responsible and the nature of the breach; (b) an order requiring the natural person or the legal entity responsible to cease the conduct and to desist from a repetition of that conduct; and (c) administrative pecuniary sanctions (for example, up to EUR 10 million or up to 5% of the total annual turnover, in the  case of a legal entity, and up to EUR 2 million in the case of a natural person). Member States may provide for additional sanctions or measures and for higher levels of administrative pecuniary sanctions than those provided for in this Directive. Competent authorities shall publish every decision on sanctions and measures imposed for a breach of this Directive without undue delay.

• 2013/06/11 Debate in Parliament
  • Debate in Parliament
• 2012/09/27 Committee report tabled for plenary, 1st reading/single reading
  • A7-0292/2012 summary

    The Committee on Economic and Monetary Affairs adopted the report by Arlene McCARTHY (S&D, UK) on the proposal for a directive of the European Parliament and of the Council amending Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and Commission Directive 2007/14/EC. The Committee on Economic and Monetary Affairs, in exercising its prerogatives as an associated committee in accordance with Article 50 of Parliament’s Rules of Procedure, was also consulted for an opinion on this report. The committee recommends that the position of the European Parliament in first reading following the ordinary legislative procedure should amend the Commission proposal. It proposes several amendments for increasing transparency at all levels and for ensuring conditions for fair competition for EU companies and their investors. Small and medium-sized issuers: in order to encourage sustainable value creation and long-term oriented investment strategy, Members feel that it is essential to reduce short-term pressure on issuers and to give investors incentive to adopt a longer term vision. They propose to abolish the requirement to publish interim management statements for small and medium-sized issuers. By 31 December 2012, the Commission shall submit a report to the European Parliament and the Council analysing different options for a definition of European small and medium-sized issuers. Harmonised regime for notification of major holdings of voting rights: the Commission’s proposal stated that such a regime should improve legal certainty, and enhance transparency. Members recommend, nevertheless, measures to incentivise long-term investment and also a requirement for full transparency of voting for any borrowed shares.  Member States should also be able to continue to apply their laws in relation to take-over bids, merger transactions and other transactions affecting the ownership or control of companies regulated by the supervisory authorities appointed by Member States pursuant to Directive 2004/25/EC on takeover bids that impose disclosure requirements more stringent than those in Directive 2004/109/EC. Report on payments made to governments: Members want Member States to require issuers active in the extractive industry, the logging of primary forests, banking, construction or telecommunications to disclose and prepare a report on payments made to governments on an annual basis.  It is stipulated that for the issuers, disclosures should be on a country-by-country and, for all issuers active in the extractive and logging industries, on a project-by-project basis, where any payment or multiple related payments of the same type amount to more than EUR 80 000.  Rules shall be put in place to ensure that the threshold cannot be circumvented. For purposes of transparency and investor protection, the report lays down the principles regarding the reporting of payments made to governments, such as integrated reporting, materiality, project-by-project reporting, universality, comprehensiveness and comparability. Penalties: in cases of the most serious and non-negligent breaches, competent authorities should be able to suspend the exercise of voting rights for holders of shares and financial instruments who do not comply with the notification requirements, insofar as those voting rights exceed the notification threshold.   Member States may provide for additional sanctions or measures and for higher levels of administrative pecuniary sanctions than those provided for in the Directive. Any sanction should be published, unless such publication is not in conformity with existing national laws or if the publication would seriously jeopardise ongoing official investigations. Harmonised electronic format for reporting: Members want the preparation of financial statements in a single electronic reporting format to be mandatory with effect from 1 January 2018. The European Securities and Markets Authority (ESMA) should develop draft regulatory standards for adoption by the Commission, to specify the electronic reporting format, with due reference to current and future technological options, such as eXtensible Business Reporting Language (XBRL). Before adopting those regulatory standards, the Commission should, together with ESMA, carry out an adequate assessment of possible electronic reporting formats and conduct appropriate tests in all Member States. Review clause: Members inserted a review clause providing that the Commission shall within three years after the date of the publication of the Directive in the Official Journal of the European Union report on the operation of the Directive together with a legislative proposal, if appropriate.

• 2012/09/18 Vote in committee, 1st reading/single reading
• 2012/05/24 Referral to associated committees announced in Parliament
• 2011/11/15 Committee referral announced in Parliament, 1st reading/single reading
• 2011/10/25 Legislative proposal published
  • COM(2011)0683 summary

    PURPOSE: to amend Directive 2004/109/EC (Transparency Directive) in order to provide for the simplification of certain issuers' obligations with a view to making regulated markets more attractive for small and medium-sized issuers raising capital in Europe. PROPOSED ACT: Directive of the European Parliament and of the Council. BACKGROUND: the Commission’s report on the operation of the Transparency Directive shows that the transparency requirements of the Directive are considered to be useful for the proper and efficient functioning of the market by a majority of stakeholders. However, the review of the operation of the Transparency Directive also showed that there are areas where the regime it created could be improved. In particular, Improvement of the regulatory environment for small and medium-sized issuers and their access to capital are high political priorities for the Commission, as noted in the Single Market Act Communication of April 2011. It is thus desirable to provide for the simplification of certain issuers' obligations with a view to making regulated markets more attractive for small and medium-sized issuers raising capital in Europe. Additionally, the legal clarity and effectiveness of the existing transparency regime needs to be increased, notably with respect to the disclosure of corporate ownership.  Lastly, the Commission Communication on reinforcing sanctioning regimes in the financial services sector envisages EU legislative action to set minimum common standards on certain key issues of sanctioning regimes, to be adapted to the specifics of the different sectors. IMPACT ASSESSMENT: the Commission conducted an impact assessment of policy alternatives. It sets out the best policy options which were retained in the proposal:   (i) allow for more flexibility regarding the  frequency and timing of publication of periodical financial information, in particular for small and medium-sized issuers: abolish the obligation to present quarterly  financial reports for all listed companies. Introducing differentiated disclosure regimes for companies listed on a regulated market according to their size was considered undesirable as such a regime would introduce double standards for the same market segment and would therefore be confusing for investors. The preferred policy option reduces compliance costs for all companies listed on regulated markets but should in particular benefit the smaller ones, reducing considerably the administrative burden linked to the publication and preparation of quarterly information. This option: ·         enables the small and medium-sized issuers to redirect their resources to publish the kind of information that suits best their investors; ·         should reduce short term pressure on issuers and incentivise investors to adopt a longer term vision. It should not have negative impact on investor protection, which is already sufficiently guaranteed through the mandatory disclosure of half yearly and yearly financial results, as well as through the disclosures required by the Market Abuse and Prospectus Directives; (ii) simplify the narrative parts of financial reports for small and medium-sized issuers: require ESMA to prepare non binding guidance (templates) on narrative content of the financial reports for all listed companies.  This option allows for cost savings and improves comparability of information for investors. It also increases the cross-border visibility of the small and medium-sized issuers; (iii) eliminate the gaps in requirements for notification concerning major holdings of voting rights: extend the disclosure regime to all instruments of similar economic effect to holding of shares and entitlements to acquire shares.  This option captures cash settled derivatives as well as any future similar financial instruments and closes a gap in the existing disclosure regime. It has a strong positive impact on investor protection and market confidence as it discourages secret stock building in listed companies; (iv) eliminate divergences in notification requirements for major holdings: harmonise the regime for the disclosure of major holdings of voting rights by requiring the  aggregation of holdings of shares with those of financial instruments giving access to shares (including the cash settled derivatives). This option creates a uniform approach, reduces legal uncertainty, enhances transparency, simplifies cross-border investments and reduces its costs.  LEGAL BASIS: Article 50 and Article 114. CONTENT: the proposal contains the following provisions: Choice of the home Member State for third country issuers: the Transparency Directive is currently unclear with regard to which country is the home Member State for issuers who have to choose their home Member State but who have not done so. It is important that the Transparency Directive does not provide for any possibility to implement the rules in such a way that a listed company can operate without being under the supervision of any Member State. Therefore, a default home Member State is established for third country issuers who have not chosen their home Member State in accordance with Article 2(1) (i) during a period of three months. The requirement to publish interim management statements and/ or quarterly reports is abolished for all listed companies. The publication of such information is not considered necessary for investor protection and should therefore be left to the market in order to eliminate unnecessary administrative burden. For the sake of efficiency and in order to provide for a harmonised regime for disclosure, Member States should not continue to impose such an obligation in their national legislation. Currently, many Member States impose stricter disclosure requirements than the minimum foreseen in the Directive. In order to ensure that all listed companies in the EU benefit from equal treatment and that the administrative burden is effectively reduced, Member States should be prevented from gold plating and should not require more than what is necessary for investor protection.  Broad definition of financial instruments subject to notification requirement. In order to take account of financial innovation and ensure that issuers and investors have full knowledge of the structure of corporate ownership, the definition of financial instrument should be broadened to cover all instruments of similar economic effect to holdings of shares and entitlements to acquire shares, whether giving right to a physical settlement or not. Currently, the Transparency Directive does not require notification of certain types of financial instruments that do not give the right to acquire voting rights, but which can be used to build secret stakes in listed companies without being disclosed to the market. Greater harmonisation for notification of major holdings - aggregation of holdings of shares with holdings of financial instruments. The Transparency Directive does not require aggregation of holdings of voting rights with holdings of financial instruments to calculate the thresholds for notification of major holdings. Member States have adopted different approaches in this field, resulting in a fragmented market and additional costs for cross-border investors. Holdings of shares need to be aggregated with the holdings of financial instruments for the calculation of notification thresholds. Netting of long and short positions should not be allowed. The notification should include the breakdown by type of financial instruments held to provide the market with detailed information on the nature of the holdings. However, in order to take into account the differences in ownership concentration, Member States should continue to be allowed to set lower national thresholds for notification of major holdings than those provided in the Transparency Directive where this is necessary to ensure appropriate transparency of holdings. Storage of regulated information: access to financial information on listed companies on a pan-European basis is currently burdensome. Interested parties need to go through 27 different national databases in order to search for information. In order to facilitate cross-border access to regulated information, the current network of officially appointed storage mechanisms should be enhanced. It is proposed that the Commission receives further delegated powers in this respect, in particular regarding the access to regulated information at the Union level. ESMA should assist the European Commission by developing draft regulatory technical standards concerning, for example, the operation of a central access point for the search of regulated information at the Union level. These measures should also be used to prepare the possible future creation of a single European storage mechanism ensuring storage of regulated information at the Union level. Reporting of payments to governments: the Commission has publicly expressed support for the Extractive Industry Transparency Initiative (EITI), and envisaged willingness to present legislation mandating disclosure requirements for extractive industry companies. Furthermore, the European Parliament has adopted a Resolution reiterating its support for country-by-country reporting requirements, in particular for the extractive industries.  EU legislation does not currently require issuers to disclose, on a country basis, payments to governments made in countries where they operate. In order to make governments accountable for the use of these resources and promote good governance, it is proposed to require the disclosure of payments to governments at the individual or consolidated level of a company. The Transparency Directive requires issuers to disclose payments to governments by referring to the relevant provisions of Directive 2011/../EU Council on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings which provides for the detailed requirements in this respect.  This proposal is comparable to the US Dodd-Frank Act, which was adopted in July 2010, and requires extractive industry companies (oil, gas and mining companies) registered with the Securities and Exchange Commission to publicly report payments to government son a country- and project-specific basis. Sanctions and investigation: the sanctioning powers of competent authorities are enhanced. In particular, the publication of sanctions is important to improve transparency and to maintain confidence in the financial markets. Sanctions should normally be published, except in certain well-defined circumstances. In addition, the competent authorities in the Member States should have the power to suspend the exercise of voting rights of the issuer who had breached the notification rules on major holdings, as this is the most efficient sanction to prevent a breach of these rules. In order to ensure consistent application of sanctions, uniform criteria should be set for determining the actual sanction applicable to a person or a company. BUDGETARY IMPLICATIONS: the proposal has no implications for the EU budget.

  • DG {'url': 'http://ec.europa.eu/dgs/internal_market/', 'title': 'Internal Market and Services'}, BARNIER Michel

Documents

• Legislative proposal published: COM(2011)0683
• Committee report tabled for plenary, 1st reading/single reading: A7-0292/2012
• Debate in Parliament: Debate in Parliament
• Results of vote in Parliament: Results of vote in Parliament
• Decision by Parliament, 1st reading/single reading: T7-0262/2013
• : Directive 2013/50
• : OJ L 294 06.11.2013, p. 0013
• : Corrigendum to final act 32013L0050R(01)
• : OJ L 014 18.01.2014, p. 0035

History

(these mark the time of scraping, not the official date of the change)