Awaiting Parliament 1st reading / single reading / budget 1st stage
2014/0121(COD) Corporate governance: long-term shareholder engagement; corporate governance statement
Next event: Indicative plenary sitting date, 1st reading/single reading 2015/06/09
Lead committee dossier: JURI/8/00435
Legal Basis TFEU 114, TFEU 150
Next event: Indicative plenary sitting date, 1st reading/single reading 2015/06/09
| Role | Committee | Rapporteur | Shadows |
|---|---|---|---|
| Opinion | ECON | LUDVIGSSON Olle (S&D) | |
| Opinion | ECON | ||
| Opinion | IMCO | ||
| Lead | JURI | COFFERATI Sergio Gaetano (S&D) | TOTI Giovanni (EPP), KARIM Sajjad (ECR), WIKSTRÖM Cecilia (ALDE), MAŠTÁLKA Jiří (GUE/NGL), DURAND Pascal (Verts/ALE), FERRARA Laura (EFD) |
| Lead | JURI | ||
| Opinion | LIBE |
Legal Basis TFEU 114, TFEU 150
Subjects
Activites
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2015/06/09
Indicative plenary sitting date, 1st reading/single reading
- 2015/05/12 Committee report tabled for plenary, 1st reading/single reading
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2015/05/07
Vote in committee, 1st reading/single reading
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2015/03/12
Referral to associated committees announced in Parliament
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2014/10/20
Committee referral announced in Parliament, 1st reading/single reading
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2014/04/16
Committee referral announced in Parliament, 1st reading/single reading
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2014/04/09
Legislative proposal published
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COM(2014)0213
summary
PURPOSE: to revise Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies in order to contribute to their long-term sustainability. PROPOSED ACT: Directive of the European Parliament and the Council. ROLE OF THE EUROPEAN PARLIAMENT: the European Parliament decides in accordance with the ordinary legislative procedure and on an equal footing with the Council. BACKGROUND: Directive 2007/36/EC of the European Parliament and of the Council establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of companies which have their registered office in a Member State and whose shares are admitted to trading on a regulated market situated or operating within a Member State. The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking. Moreover, there is clear evidence that institutional investors and their asset managers do not sufficiently focus on the real (long-term) performance of companies, but often on share-price movements and the structure of capital market indexes, which leads to suboptimal return for the end beneficiaries of institutional investors and puts short-term pressure on companies. The past years have highlighted certain corporate governance shortcomings in European listed companies. These shortcomings relate to different actors: companies’ and their boards, shareholders (institutional investors and asset managers) and proxy advisors. Five main issues have been identified: insufficient engagement of institutional investors and asset managers; insufficient link between pay and performance of directors; lack of shareholder oversight on related party transactions; inadequate transparency of proxy advisors; difficult and costly exercise of rights flowing from securities for investors. Stakeholders were consulted on two Green Papers ("Corporate governance in financial institution" and "The EU corporate governance framework"). Based on these consultations and further analysis, the Commission's Action Plan: European company law and corporate governance - a modern legal framework for more engaged shareholders and sustainable companies provides the Commission’s roadmap in the area, based the two objectives of enhancing transparency and engaging shareholders. IMPACT ASSESSMENT: a range of options, including no policy change, have been considered to address each of the presented problems. The preferred option is the following: 1) mandatory transparency of institutional investors and asset managers on their voting and engagement and certain aspects of asset management arrangements; 2) disclosure of the remuneration policy and individual remunerations, combined with a shareholder vote; 3) additional transparency and an independent opinion on more important related party transactions and submission of the most substantial transactions to shareholder approval; 4) binding disclosure requirements on the methodology and conflicts of interests of proxy advisors; 5) creating a framework to allow listed companies to identify their shareholders and requiring intermediaries to rapidly transmit information related to shareholders and to facilitate the exercise of shareholder rights. CONTENT: the main objectives of the proposal are as follows: Improving engagement of institutional investors and asset managers: the proposal should increase the transparency of institutional investors and asset managers. They will be required to develop a policy on shareholder engagement, which should contribute to managing actual or potential conflicts of interests with regard to shareholder engagement. They should in principle disclose to the public their engagement policy, how it has been implemented and the results thereof. Where institutional investors or asset managers decide not to develop an engagement policy and/or decide not to disclose the implementation and results thereof, they shall give a clear and reasoned explanation as to why this is the case. Strengthening the link between pay and performance of directors: the proposal aims at creating more transparency on remuneration policy and the actual remuneration awarded to directors and creating a better link between pay and performance of directors by improving shareholder oversight of directors’ remuneration. Shareholders should have the right to approve the remuneration policy and to vote on the remuneration report. All benefits of directors in whatever form will be included in the remuneration policy and report. The proposal does not regulate the level of remuneration and leaves decisions on this to companies and their shareholders. Improving shareholder oversight on related party transactions: the proposal requires listed companies that related party transactions representing more than 5% of the companies’ assets or transactions which can have a significant impact on profits or turnover to submit these transactions to the approval of shareholders and may not unconditionally conclude it without their approval. For smaller related party transactions that represent more than 1% of their assets, listed companies shall 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. In order to target only transactions that could be most disadvantageous for minority shareholders and to keep administrative burden limited Member States should be allowed to exclude transactions entered into between the company and members of its group that are fully owned by the listed company. Enhancing transparency of proxy advisors: the proposal will require proxy advisors to 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 them and are not affected by any existing or potential conflict of interest or business relationship. Proxy advisors are required to publicly disclose certain key information related to the preparation of their voting recommendations. Facilitating the exercise of rights flowing from securities for investors: it is estimated that non-national shareholders hold some 44% of the shares in EU listed companies. The proposal requires Member States to ensure that intermediaries offer to listed companies the possibility to have their shareholders identified. Intermediaries should, on the request of such a company communicate without undue delay the name and contact details of the shareholders. The proposal also requires that intermediaries facilitate the exercise of the rights by the shareholder, including the right to participate and vote in general meetings and requires companies to confirm the votes cast in general meetings by or on behalf of shareholders.
- DG {'url': 'http://ec.europa.eu/enterprise/', 'title': 'Enterprise and Industry'}, BIEŃKOWSKA Elżbieta
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COM(2014)0213
summary
Documents
- Legislative proposal published: COM(2014)0213
- Committee report tabled for plenary, 1st reading/single reading: A8-0158/2015
| Amendments | Dossier |
| 543 |
2014/0121(COD)
2015/01/07
ECON
136 amendments...
Amendment 100 #
Proposal for a directive Article 1 – paragraph 1 – point 1 – point a This Directive establishes requirements in relation to the exercise of certain shareholder and shareholder association rights attaching to voting shares in relation to general meetings of companies which have their registered office in a Member State and whose shares are admitted to trading on a regulated market situated or operating within a Member State. It also establishes requirements for intermediaries used by shareholders to ensure that shareholders can be identified, creates transparency on the engagement policies of certain types of investors and creates additional rights for shareholders to oversee companies.
Amendment 101 #
Proposal for a directive Article 1 – paragraph 1 – point 1 – point a Directive 2007/36/EC Article 1 – paragraph 1 – subparagraph 2 It also establishes requirements for
Amendment 102 #
Proposal for a directive Article 1 – paragraph 1 – point 1 – point b Directive 2007/36/EC Article 1 – paragraph 4 4. Chapter Ib shall apply to proxy advisors, institutional investors and to asset managers to the extent that they invest, directly or through a collective investment undertaking, on behalf of institutional investors, in so far they invest in shares.
Amendment 103 #
Proposal for a directive Article 1 – paragraph 1 – point 2 Directive 2007/36/EC Article 2 – point h (h) ”shareholder engagement’
Amendment 104 #
Proposal for a directive Article 1 – paragraph 1 – point 2 Directive 2007/36/EC Article 2 – point h (h) ”shareholder engagement’ means the monitoring by a shareholder alone or together with other shareholders in a shareholder panel, of companies on matters such as strategy, performance, risk, capital structure and corporate governance, having a dialogue with companies on these matters and voting at the general meeting.
Amendment 105 #
Proposal for a directive Article 1 – paragraph 1 – point 2 Directive 2007/36/EC Article 2 – point j a (new) (ja) "stakeholder" means a person, group or local community that has interest or concerns or is directly affected by the company's decisions or strategy.
Amendment 106 #
Proposal for a directive Article 1 – paragraph 1 – point 2 Directive 2007/36/EC Article 2 – point j a (new) (ja) ‘stakeholder’ means any agent, person or group whose fate is strongly influenced by the company’s decisions, notably clients, suppliers, workers and the local community.
Amendment 107 #
Proposal for a directive Article 1 – paragraph 1 – point 2 Directive 2007/36/EC Article 2 – point j a (new) (ja) 'Contact details' should only include the actual physical address, e-mail address and the amount of shares and voting rights in the case of natural persons, and the actual physical address, e-mail address and the amount of shares and voting rights, and where available their unique identifier, in the case of legal persons.
Amendment 108 #
Proposal for a directive Article 1 – paragraph 1 – point 3 1. Member States shall ensure that
Amendment 109 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3a – paragraph 2 2. Member States shall
Amendment 110 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3a – paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article. 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 24 months after re
Amendment 111 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3a – paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article. 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
Amendment 112 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3a – paragraph 4 4. Member States shall ensure and specify in national legislation that an intermediary that reports the name and contact details of a shareholder is not considered in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or
Amendment 113 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3a – paragraph 5 Amendment 114 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3b – paragraph 1 – introductory part 1. Member States shall ensure that i
Amendment 115 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3b – paragraph 1 – introductory part 1. Member States shall ensure that if
Amendment 116 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3b – paragraph 5 Amendment 117 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3c – paragraph 2 2. Member States shall ensure that companies, at the request of shareholders, confirm the votes cast in general meetings by or on behalf of shareholders. In case the intermediary casts the vote, it shall transmit the requested voting confirmation to the shareholder. Where there is more than one intermediary in the holding chain the requested confirmation shall be transmitted between intermediaries without undue delay. Member States may provide that confirmation of the votes cast may be published by companies on their websites after the general meeting.
Amendment 118 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3c – paragraph 2 2. Member States
Amendment 119 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3c – paragraph 3 Amendment 120 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IA – article 3d – paragraph 1 1. Member States shall
Amendment 121 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 1 – point f a (new) (fa) to take account of the opinions and views of stakeholders in the company and where possible to include them in the discussion and decision-making process itself.
Amendment 122 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 2 – point a (a) the proxy advisor, the institutional investor or the asset manager, or other companies affiliated to them, offer financial products to or have other commercial relationships with the investee company;
Amendment 123 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 2 – point b (b) a director of the proxy advisor, the institutional investor or the asset manager is also a director of the investee company;
Amendment 124 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 2 – point c (c) a proxy advisor, an asset manager managing the assets of an institution for occupational retirement provision invests in a company that contributes to that institution;
Amendment 125 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 2 – point d (d) the proxy advisor, the institutional investor or asset manager is affiliated with a company for whose shares a takeover bid has been launched.
Amendment 126 #
Proposal for a directive Article 1 – paragraph 1 – point 3 3. Member States shall ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy, how it has been implemented and the results thereof. The information referred to in the first sentence shall at least be available
Amendment 127 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 3 3. Member States shall ensure that proxy advisors, institutional investors and asset managers publicly disclose on an annual basis their engagement policy, how it has been implemented and the results thereof. The information referred to in the first sentence shall a
Amendment 128 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 3 3. Member States
Amendment 129 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 3 3. Member States shall ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy, how it has been implemented and the results thereof. The information referred to in the first sentence shall at least be available on the company's website in real time and in a prominent position. Institutional investors and asset managers shall, for each company in which they hold shares, disclose if and how they cast their votes in the general meetings of the companies concerned and provide an explanation for their voting behaviour. Where an asset manager casts votes on behalf of an institutional investor, the institutional investor shall make a reference as to where such voting information has been published by the asset manager.
Amendment 130 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3f – paragraph 4 Amendment 131 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 1 1. Member States
Amendment 132 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 2 – introductory part 2. Where an asset manager invests on behalf of an institutional investor
Amendment 133 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 2 – point a Amendment 134 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 2 – point c Amendment 135 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 2 – point d Amendment 136 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 2 – point e Amendment 137 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3g – paragraph 2 – subparagraph 2 Amendment 138 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3h – paragraph 1 1. Member States shall ensure that asset managers disclose
Amendment 139 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3h – paragraph 1 1. Member States
Amendment 140 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3h – paragraph 2 – introductory part 2. Member States
Amendment 141 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 1 1. Member States shall ensure that proxy advisors
Amendment 142 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – 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
Amendment 143 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 2 – introductory part 2. Proxy advisors shall on an annual basis publicly disclose their voting policy and all of the following information in relation to the preparation of their voting recommendations:
Amendment 144 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 2 – point d (d)
Amendment 145 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 2 – point d (d) whether they have dialogues with the companies which are the object of their voting recommendations, and, if so, the extent and nature thereof, but in no conflict of interests;
Amendment 146 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 2 – point f (f) the total number of voting recommendations and identification of stakeholders provided in the last year.
Amendment 147 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 2 – subparagraph 2 That information shall be published on their website and remain available for at least
Amendment 148 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Chapter IB – article 3i – paragraph 3 3. Member States shall ensure that proxy advisors
Amendment 149 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Member States shall guarantee that an advisory or binding vote is held on the remuneration policy. Companies shall
Amendment 150 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with a
Amendment 151 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the general meeting on the remuneration policy as regards directors and the pay ratio between directors and employees. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders at the general meeting. The policy shall be submitted for approval by the shareholders at any change in the ratio and at least every
Amendment 152 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The policy shall be submitted for approval by the shareholders at least every three years. Member States shall ensure that the ratio between the remuneration of employees and the remuneration of directors (fixed and variable) shall on no account exceed 1 to 30.
Amendment 153 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States
Amendment 154 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Companies may, in case of recruitment of new board members, decide to pay remuneration to an individual director outside the
Amendment 155 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Companies may, in case of recruitment of new board members, decide to pay remuneration to an individual director outside the approved policy, where the remuneration package of the individual director has received prior approval by shareholders on the basis of information on the matters referred to in paragraph 3. The remuneration may be awarded provisionally pending approval by the vote in the general meeting by shareholders.
Amendment 156 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 a (new) In the event that an application for a change in the remuneration policy is rejected by shareholders, the company shall pursue the remuneration policy applied hitherto.
Amendment 157 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 1 The policy shall explain how it contributes to the company strategy and the long-term interests and sustainability of the company. It shall set
Amendment 158 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 Amendment 159 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC 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.
Amendment 160 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 The policy shall indicate the
Amendment 161 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC 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 remuneration of directors and the average annual adjustment of 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 162 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC 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 remuneration of directors and the average remuneration of full time employees of the company other than directors and why this ratio is considered appropriate.
Amendment 163 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC 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 remuneration of directors and the average remuneration of full time employees of the company other than directors and why this ratio is considered appropriate. The remuneration of directors may on no account be more than 30 times higher than the average remuneration of full- time employees. 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 164 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 3 Amendment 165 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 4 Amendment 166 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 Amendment 167 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 The policy shall explain the decision- making process leading to its determination. Where the policy is revised, it shall include an explanation of all significant changes and how it takes into account the v
Amendment 168 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 4 4. Member States shall ensure that after a
Amendment 169 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory part 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted or still due to individual directors, including to newly recruited and former directors, in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 170 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory part 1. Member States
Amendment 171 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point c (c) any remuneration received by or still due to directors of the company from any undertaking belonging to the same group;
Amendment 172 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point d (d) the number of shares and share options granted
Amendment 173 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point f (f) information on how the remuneration of directors was established in accordance to the published pay ratio between directors and employees and the gender pay ratio, including on the role of the remuneration committee.
Amendment 174 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point f (f) information on how the remuneration of directors was established, including on the role of the remuneration committee, where applicable.
Amendment 175 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point f a (new) (fa) descriptive elements concerning the distribution of total remuneration among all employees and directors so as to provide proof of compliance with the maximum ratio referred to in Article 9.
Amendment 176 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 3. Member States
Amendment 177 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 3. Member States
Amendment 178 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 4 Amendment 179 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of transactions with related parties that represent more than
Amendment 180 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of transactions that are not conducted on market terms with related parties that represent more than 1% of their assets, publicly announce such transactions at the time of the conclusion of the transaction
Amendment 181 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 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
Amendment 182 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States
Amendment 183 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 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
Amendment 184 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Amendment 185 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 Amendment 186 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that transactions that are not conducted on market terms with related parties representing more than 5% of the companies’ assets
Amendment 187 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States
Amendment 188 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that transactions with related parties representing more than 5% of the companies
Amendment 189 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall
Amendment 190 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 a (new) 3a. The provisions of paragraphs 1, 2 and 3 shall not apply to transactions carried out in the ordinary course of business on market terms.
Amendment 191 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 a (new) 3a. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market equivalents terms.
Amendment 192 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude transactions entered into between the company and one or more members of its group from the requirements in paragraphs 1, 2 and 3
Amendment 193 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude 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. Member States may also exclude transactions conducted on standard terms in the ordinary course of business.
Amendment 194 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude transactions entered into between the company and one or more members of its group from the requirements in paragraphs 1, 2 and 3
Amendment 195 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude 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 or joint ventures of the group are wholly or partly owned by the company.
Amendment 196 #
Proposal for a directive Article 1 – paragraph 1 – point 5 Directive 2007/36/EC Chapter IIA – article 14b – paragraph 1 Member States shall lay down the rules on penalties applicable to infringements of the fiduciary duty of non-executive directors, accountants, external auditors and any proxy advisors in addition to infringements of national provisions adopted pursuant to this Directive and shall take all measures necessary to ensure that they are implemented. The penalties provided for must be effective, proportionate and dissuasive. Member States shall notify those provisions to the Commission by [[date for transposition at the latest and shall notify it without delay of any subsequent amendment affecting them.
Amendment 197 #
Proposal for a directive Article 2 – paragraph -1(new) Directive 2013/34/EC Article 18 a (new) The following Article is inserted: “Article 18a Additional disclosure for large undertakings; In the notes to the financial statements, large undertakings shall, in addition to the information required under Articles 16, 17 18 and any other provisions of this Directive, disclose information in respect of the following matters, specifying by Member State and by third country in which it has a subsidiary: a) name(s), nature of activities and geographical location; b) turnover; c) number of employees and gender ratio on a full time equivalent basis; d) profit or loss before tax; e) tax on profit or loss; f) public subsidies received. g) the extent of stranded assets on the balance sheets of companies with whom they have made investments 2. Undertakings whose average number of employees on a consolidated basis during the financial year does not exceed 500 and, on their balance sheet dates, do not exceed on a consolidated basis either a balance sheet total of 86 million euros or a net turnover of 100 million euros shall be exempt from the obligation set out in paragraph 1 of this Article. 3. The obligation set out in paragraph 1 of this Article shall not apply to any undertaking governed by the law of a Member State whose parent undertaking is subject to the laws of a Member State and whose information is included in the information disclosed by that parent undertaking in accordance with paragraph 1 of this Article. 4. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC1a. 5. The Commission shall conduct a general assessment as regards potential economic consequences of the public disclosure of this type of information, including the impact on competitiveness and investment. The Commission shall submit its report to the Council and the European Parliament by 31 December 2015. __________________ 1a Directive2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87).
Amendment 198 #
Proposal for a directive Article 2 a (new) Directive 2004/109/EC Article 16 a (new) Amendment 63 #
Proposal for a directive Title 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
Amendment 64 #
Proposal for a directive Recital 2 (2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking. Moreover, there is clear evidence that the current level of ‘monitoring’ of investee companies and engagement by institutional investors and asset managers is inadequate, which may lead to suboptimal corporate governance and performance of listed companies. This specific proposal should have a broad focus to increase transparency and to respect and ensure active engagement from effected stakeholders, hence other actors such as employees, consumers and local communities are highly relevant in the overall context of stakeholder involvement.
Amendment 65 #
Proposal for a directive Recital 2 (2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking. Moreover, there is clear evidence that the current level of “monitoring” of investee companies and engagement by institutional investors and asset managers is inadequate, which may lead to suboptimal corporate governance and performance of listed companies. A further important aspect concerns the lack of engagement by workers and the local community in companies’ major strategic choices.
Amendment 66 #
Proposal for a directive Recital 3 (3) In the Action Plan on European company law and corporate governance16 the Commission announced a number of
Amendment 67 #
Proposal for a directive Recital 4 (4) In order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders, listed companies should have the possibility to have their shareholders identified and directly communicate with them. Therefore, this Directive should provide for a framework to ensure that shareholders can be identified, without discriminating between existing national systems.
Amendment 68 #
Proposal for a directive Recital 4 (4) In order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders, listed companies should have the possibility to have their shareholders identified and directly communicate with them. Therefore, this Directive should provide for a framework to ensure that shareholders can be identified to secure transparency and improve dialogue.
Amendment 69 #
Proposal for a directive Recital 5 (5) The effective exercise of their rights by shareholders depends to a large extent on the efficiency of the chain of intermediaries maintaining securities accounts for shareholders, especially in a cross-border context. This Directive aims at improving the transmission of information by intermediaries through the
Amendment 70 #
Proposal for a directive Recital 8 (8) Effective and sustainable shareholder engagement is one of the cornerstones of listed companies’ corporate governance model, which depends on checks and balances between the different organs and different stakeholders, alongside engagement by the various stakeholders: clients, suppliers, workers and the local community.
Amendment 71 #
Proposal for a directive Recital 11 (11) Therefore, institutional investors and asset managers should develop a policy on shareholder engagement, which determines, amongst others, how they integrate shareholder engagement in their investment strategy, monitor investee companies, conduct dialogues with
Amendment 72 #
Proposal for a directive Recital 11 a (new) (11a) To extend the idea of shareholder engagement companies should consider the creation of representative shareholder bodies (shareholder panels) to monitor the activities of fund managers. Such panels would consist of members elected by individual investors or current or future recipients of pensions managed by the asset manager of the company.
Amendment 73 #
Proposal for a directive Recital 12 (12) Institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. Where they make use of asset managers,
Amendment 74 #
Proposal for a directive Recital 12 (12) Institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. Where they make use of asset managers, either through discretionary mandates involving the management of assets on an individual basis or through pooled funds, they should disclose to the public the main elements of the arrangement with the asset manager with regard to a number of issues, such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor, whether it incentivises the asset manager to make investment decisions based on medium to long-term company performance and to engage with companies, how it evaluates the asset managers performance, the structure of the consideration for the asset management services and the targeted portfolio turnover. This would contribute to a proper alignment of interests between the final beneficiaries of institutional investors, the asset managers and the investee companies and potentially to the development of longer-term investment strategies and longer-term relationships with investee companies involving shareholder engagement
Amendment 75 #
Proposal for a directive Recital 12 (12) Institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. Where they make use of asset managers, either through discretionary mandates involving the management of assets on an individual basis or through pooled funds, they should disclose to the public the main elements of the arrangement with the asset manager with regard to a number of issues, such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor, whether it incentivises the asset manager to make investment decisions based on medium to long-term company performance and to engage with companies, how it evaluates the asset managers performance, the structure of the consideration for the asset management services and the targeted portfolio turnover. This would contribute to a proper alignment of interests between the final beneficiaries of institutional investors, the asset managers and the investee companies and potentially to the development of longer-term investment strategies and
Amendment 76 #
Proposal for a directive Recital 13 (13) Asset managers should be required to
Amendment 77 #
Proposal for a directive Recital 13 (13) Asset managers should be required to disclose to
Amendment 78 #
Proposal for a directive Recital 14 (14) In order to improve the information in the equity investment chain Member States should impose a fiduciary duty on non- executive directors, accountants and external auditors and ensure that proxy advisors adopt and implement adequate measures to guarantee that their voting recommendations are accurate
Amendment 79 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 listed companies and their
Amendment 80 #
Proposal for a directive Recital 15 a (new) (15a) The remuneration policy for company directors should also contribute to the long-term growth of the company so that it corresponds to a more effective practice of corporate governance and is not linked entirely or largely to short-term investment objectives.
Amendment 81 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration
Amendment 82 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to approve the remuneration policy, on the basis of a clear, understandable and comprehensive overview of the company's remuneration policy, which should be aligned with the business strategy, objectives, values and long-term interests of the company and should incorporate measures to avoid conflicts of interest. Any ratio addressing remuneration shall be based upon annual adjustments in remuneration which will provide a useful indicator of the development of remuneration across the company. Companies should only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The approved remuneration policy should be publicly disclosed without delay.
Amendment 83 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to a
Amendment 84 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders
Amendment 85 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of the remuneration policy is in line with the
Amendment 86 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of the remuneration policy is in line with the approved policy,
Amendment 87 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of the remuneration policy is in line with the approved policy, shareholders should be granted the right to vote on the company’s remuneration report in the general meeting. In order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year viewed in a clear table the pay ratio and gender pay ratio between directors and employees . Where the shareholders vote against the remuneration report, the company
Amendment 88 #
Proposal for a directive Recital 17 a (new) (17a) Increased transparency regarding the activities of large companies, and in particular regarding profits made, taxes on profit paid and subsidies received, is essential for ensuring the trust of shareholders and other EU citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate responsibility of companies to shareholders and society.
Amendment 89 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance.
Amendment 90 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should ensure that related party transactions which are not on market terms, representing more than 5 % of the companies’ assets or transactions
Amendment 91 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders
Amendment 92 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction. For transactions with related parties that represent more than 1% of their assets companies should 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 the transaction is
Amendment 93 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States
Amendment 94 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of
Amendment 95 #
Proposal for a directive Recital 20 (20) In view of Directive 95/46/EC of the European Parliament and of the Council of 24 October 199519 it is necessary to strike a balance between the facilitation of the exercise of shareholders' rights and the right to privacy and the protection of personal data. The identification information on shareholders should be limited to the name and contact details of the corresponding shareholders. This information should be accurate and kept up-to-date, kept safe and intermediaries as well as companies and their shareholders should allow for rectification or erasure of all incorrect or incomplete data. This identification information on shareholders should not be used for any other purpose than the facilitation of the exercise of shareholder rights. __________________ 19 Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (OJ L 281, 23.11.1995, p. 31).
Amendment 96 #
Proposal for a directive Recital 21 Amendment 97 #
Proposal for a directive Recital 22 (22) In order to ensure that the requirements set out in this Directive or the measures implementing this Directive are applied in practice, any infringement of those requirements should be subject to
Amendment 98 #
Proposal for a directive Recital 22 (22) In order to ensure that the requirements set out in this Directive or the measures implementing this Directive are applied in practice, any infringement of those requirements should be subject to penalties as included in national law. To that end, penalties should be sufficiently dissuasive and proportionate.
Amendment 99 #
Proposal for a directive Article 1 – paragraph 1 – point 1 – point a – introductory part (a)
source: 546.552
2015/02/06
JURI
206 amendments...
Amendment 100 #
Proposal for a directive Recital 12 (12)
Amendment 101 #
Proposal for a directive Recital 12 (12)
Amendment 102 #
Proposal for a directive Recital 13 (13) Asset managers should be required to publicly disclose to institutional investors how their investment strategy and the implementation thereof is in accordance with the asset management arrangement and how the investment strategy and decisions contributes to medium to long- term performance of the assets of the institutional investor. Moreover, they should disclose whether they make investment decisions on the basis of judgements about medium-to long-term performance of the investee company, how their portfolio was composed and the portfolio turnover, actual or potential conflicts of interest and whether the asset manager uses proxy advisors for the purpose of their engagement activities. This information would allow the institutional investor to better monitor the asset manager, provide incentives for a proper alignment of interests and for shareholder engagement.
Amendment 103 #
Proposal for a directive Recital 13 (13) Asset managers should be required to publicly disclose
Amendment 104 #
Proposal for a directive Recital 14 (14) In order to improve the information in the equity investment chain Member States should ensure that proxy advisors adopt and implement adequate measures to
Amendment 105 #
Proposal for a directive Recital 14 (14) In order to improve the information in the equity investment chain Member States should ensure that proxy advisors adopt and implement adequate measures to
Amendment 106 #
Proposal for a directive Recital 15 Amendment 107 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company, taking into account the differences in board structures applied by companies in the different Member States, in accordance with national law.
Amendment 108 #
Proposal for a directive Recital 15 Amendment 109 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company, taking into account the differences in board structures applied by companies in the different Member States. __________________ 17Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms OJ L 176, 27.6.2013, p. 338.
Amendment 110 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner.
Amendment 111 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the
Amendment 112 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 and while taking into account the differences in board structures applied by companies in the different Member States, listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company.
Amendment 113 #
Proposal for a directive Recital 15 (15) Since remuneration is one of the key instruments for companies to align their interests and those of their executives and directors and in view of the crucial role of
Amendment 114 #
Proposal for a directive Recital 16 Amendment 115 #
Proposal for a directive Recital 16 Amendment 116 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to approve the remuneration policy, on the basis of a clear, understandable and comprehensive overview of the company's remuneration policy, which should be aligned with the business strategy, objectives, values and long-term interests of the company and should incorporate measures to avoid conflicts of interest. Companies should only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. Employees should be engaged in the process of formulating remuneration policy via their representatives. The approved remuneration policy should be publicly disclosed without delay.
Amendment 117 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to
Amendment 118 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration
Amendment 119 #
Proposal for a directive Recital 16 (16) In order to ensure that shareholders have an effective say on the remuneration policy,
Amendment 120 #
Proposal for a directive Recital 17 Amendment 121 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of
Amendment 122 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of the remuneration policy
Amendment 123 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of the remuneration policy
Amendment 124 #
Proposal for a directive Recital 17 (17) To ensure that the implementation of the remuneration policy is in line with the approved policy,
Amendment 125 #
Proposal for a directive Recital 17 a (new) (17a) Increased transparency regarding the activities of large companies, and in particular regarding profits made, taxes on profit paid and subsidies received, is essential for ensuring the trust of shareholders and other Union citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate duty of companies to shareholders and society.
Amendment 126 #
Proposal for a directive Recital 17 a (new) (17a) Increased transparency regarding the activities of large companies, and in particular regarding profits made, taxes on profit paid and subsidies received, is essential for ensuring the trust of shareholders and other Union citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate duty of companies to shareholders and society.
Amendment 127 #
Proposal for a directive Recital 17 b (new) (17b) Increased transparency regarding the activities of large companies, and in particular regarding tax rulings, is essential for ensuring the trust of shareholders and other Union citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate duty of companies to shareholders and society.
Amendment 128 #
Proposal for a directive Recital 18 Amendment 129 #
Proposal for a directive Recital 18 (18) In order to provide stakeholders and shareholders easy access to all relevant corporate governance information the remuneration report should be part of the corporate governance statement that listed companies should
Amendment 130 #
Proposal for a directive Recital 18 a (new) (18a) There is a need to differentiate between procedures for establishing the remuneration of directors and systems of wage formation for employees. Consequently, the provisions on remuneration should be without prejudice to the full exercise of fundamental rights guaranteed by Article 153(5) Treaty on the Functioning of the European Union (TFEU), general principles of national contract and labour law, and the rights, where applicable, of the social partners to conclude and enforce collective agreements, in accordance with national law and customs.
Amendment 131 #
Proposal for a directive Recital 18 b (new) (18b) The provisions on remuneration should also, where applicable, be without prejudice to provisions on the representation of employees in the administrative, management or supervisory body as provided for by national law.
Amendment 132 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should ensure that
Amendment 133 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should ensure that related party transactions
Amendment 134 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders
Amendment 135 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders
Amendment 136 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should
Amendment 137 #
Proposal for a directive Recital 19 (19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders
Amendment 138 #
Proposal for a directive Recital 20 (20) In view of Directive 95/46/EC of the European Parliament and of the Council of 24 October 199519 it is necessary to strike a balance between the facilitation of the exercise of shareholders' rights and the right to privacy and the protection of personal data. The identification information on shareholders should be limited to the name and contact details
Amendment 139 #
Proposal for a directive Recital 21 Amendment 140 #
Proposal for a directive Recital 21 Amendment 141 #
Proposal for a directive Article 1 – point – 1 (new) Directive 2007/36/EC Title (-1) The title is replaced by the following: ‘DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, large companies and large groups’
Amendment 142 #
Proposal for a directive Article 1 – point 1 – sous-point a Directive 2007/36/EC Article 1 – paragraph 1 This Directive establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of large companies and large groups which have their registered office in a Member State or companies whose shares are admitted to trading on a regulated market situated or operating within a Member State. It also establishes requirements for intermediaries used by shareholders to ensure that shareholders
Amendment 143 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point d a (new) (da) ‘large company’ means a company which meets the criteria laid down in Article 3(4) of Directive 2013/34/EU;
Amendment 144 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point d b (new) (db) ‘large group’ means a group which meets the criteria laid down in Article 3(7) of Directive 2013/34/EU;
Amendment 145 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point h (h) ‘shareholder engagement’ means the monitoring by a shareholder alone or together with other shareholders, of companies on matters such as strategy, financial and non-financial performance, risk, capital structure, social and environmental impact and corporate governance, having a dialogue with companies and their stakeholders (in particular employees, local authorities and civil society) on these matters and voting at the general meetings.
Amendment 146 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point j a (new) (ja) 'assets' means the total asset value presented on the company's consolidated balance sheet prepared in accordance with international financial reporting standards.
Amendment 147 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point j a (new) (ja) "end investor" means a shareholder or other natural or legal person who holds shares for its own account, not including the holder of a unit in a UCITS (undertaking for collective investment in transferable securities)
Amendment 148 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point 1 (l) ”Director’ means: - any member of the administrative, management or supervisory bodies of a company; - chief executive officers even where they are not members of administrative, management or supervisory bodies.
Amendment 149 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point 1 (l)
Amendment 150 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point 1 (
Amendment 151 #
Proposal for a directive Article 1 – point 2 Directive 2007/36/EC Article 2 – point 1 (l) ”Director’ means any member of the administrative, management or supervisory bodies of a company
Amendment 152 #
Proposal for a directive Article 1 – point 2 a (new) Directive 2007/36/EC Article 2 a (new) (2a) The following article is inserted: Article 2a Data protection Member States shall ensure that any processing of personal data under this Directive is done in accordance with national laws transposing Directive 95/46/EC. Member States should also ensure that those national laws do not prevent effective shareholder identification.
Amendment 153 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Chapter I a – title Identification of shareholders,
Amendment 154 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 1 1. Member States shall ensure that asset managers disclose upon
Amendment 155 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 1 1. Member States shall ensure that
Amendment 156 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 1 1. Member States shall ensure that
Amendment 157 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 a – paragraph 1 1. Member States shall
Amendment 158 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 1 1. Member States shall ensure that
Amendment 159 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 1 1. Member States shall ensure that intermediaries offer to companies the possibility to have their shareholders identified, taking account of existing national systems.
Amendment 160 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 1a (new) 1a. Information required for identification of shareholders shall be used only with the purpose of communication between companies and their shareholders.
Amendment 161 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 2 Amendment 162 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 2 2. Member States shall ensure that, on the request of the company, the intermediary communicates without undue delay to the company the name
Amendment 163 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 2 2. Member States shall ensure that, on the request of the company, the intermediary communicates without undue delay to the company the name and contact details of the shareholders and, where the shareholders are legal persons, their unique identifier
Amendment 164 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 a – paragraph 2 2.
Amendment 165 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 2 2. Member States shall ensure that, on the request of the company, the intermediary communicates without undue delay to the company: i) the name and contact details of the shareholders and, where the shareholders are legal persons, their unique identifier where available
Amendment 166 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 2 2. Member States shall
Amendment 167 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 2 2. Member States shall ensure that, on the request of the company, the intermediary communicates without undue delay to the company the name and contact details of the shareholders and, where the shareholders are legal persons, their unique identifier where available. Where there is more than one intermediary in a holding chain, the request of the company and the identity and necessary contact details of the shareholders shall be transmitted between intermediaries without undue delay.
Amendment 168 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 a – paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article and, where applicable, that the information has actually been forwarded to the company. This information may only be used for the purpose of facilitation of the exercise of the rights of the
Amendment 169 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 3 3. Shareholders shall be duly informed by their intermediary
Amendment 170 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article. 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 and legal 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 24 months after receiving it.
Amendment 171 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 3 3.
Amendment 172 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 a – paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article. This information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder and dialogue between the company and its shareholders and to give third parties an overview of the shareholding structure of the company by disclosing the names of the main shareholders and the different shareholder categories. The company and the intermediary shall ensure that natural and legal 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
Amendment 173 #
Proposal for a directive Article 1 – point 3 2007/36/EC Article 3a – paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article.
Amendment 174 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 3 3. Shareholders shall be duly informed by their intermediary
Amendment 175 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – Paragraph 3 3. Shareholders shall be duly informed by their intermediary that their name and necessary contact details may be transmitted for the purpose of identification in accordance
Amendment 176 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 a – paragraph 4 4. Member States shall ensure that an intermediary that
Amendment 177 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 5 Amendment 178 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Article 3a – paragraph 5 Amendment 179 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 180 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 a – paragraph 5 5. The Commission shall be empowered to adopt
Amendment 181 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3b – paragraph 1 1. Member States shall ensure that if a company c
Amendment 182 #
Proposal for a directive Article 1 – point 3 1. Member States shall ensure that if a company chooses not to directly communicate with its shareholders, the information related to their shares shall be available online and transmitted to them or, in accordance with the instructions given by the shareholder, to a third party, by the intermediary without undue delay in all of the following cases:
Amendment 183 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3b – paragraph 1 – subparagraph 1a (new) Member States shall ensure that shareholders may waive their right to receive the information referred to in the first subparagraph.
Amendment 184 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3b – paragraph 5 Amendment 185 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3b – paragraph 5 Amendment 186 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 187 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 1 1. Member States shall ensure that the intermediar
Amendment 188 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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
Amendment 189 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – point a (a) the intermediary makes the necessary arrangements for the shareholder or a third person nominated by the
Amendment 190 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – point b Amendment 191 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – point b (b) the intermediary exercises the rights flowing from the shares upon the explicit authorisation and instruction of the
Amendment 192 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – point b b) the intermediary exercises the rights flowing from the shares
Amendment 193 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – point ba (new) (ba) at the request of the issuer, the intermediary shall forward the data of the end investor and, if their client is not the end investor, the data of their client(s) to the issuer.
Amendment 194 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 2 Amendment 195 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 2 Amendment 196 #
Proposal for a directive Article 1 – point 3 2. Member States shall ensure that companies
Amendment 197 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 2 2. Member States shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders when the vote is cast by electronic means. In case the intermediary casts the vote, it shall transmit the voting confirmation to the shareholder. Where there is more than one intermediary in the holding chain the confirmation shall be
Amendment 198 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 2 2. Member States shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders, provided the voting takes place electronically or in some other technically traceable form in respect of the individual vote and provided the shareholder desires such confirmation. In case the intermediary casts the vote, it shall transmit the voting confirmation to the shareholder. Where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay.
Amendment 199 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 2a (new) 2a. Member States shall guarantee the right of shareholders to associate for the collective defence of their interests in shareholder associations.
Amendment 200 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 3 Amendment 201 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 3 Amendment 202 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3c – paragraph 3 Amendment 203 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 1 1. Member States shall
Amendment 204 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 1 1. Member States shall allow intermediaries to charge
Amendment 205 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 1 1. Member States shall allow intermediaries to charge prices or fees for the service to be provided under
Amendment 206 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 2 2. Member States shall ensure that any charges that may be levied by an intermediary on
Amendment 207 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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-
Amendment 208 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 2a (new) 2a. Member States may provide that intermediaries cannot levy any charges on shareholders and/or companies and/or other intermediaries in respect of fulfilling their obligations under this chapter.
Amendment 209 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 2a (new) 2a. Member States shall ensure that no costs are charged on shareholders by an intermediary with regards to the communication of information which is necessary for the shareholders to exercise their rights at the general meeting.
Amendment 210 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3d – paragraph 2a (new) 2a. Member States shall ensure that when a beneficial individual investor holds shares through an intermediary, all costs of communicating with the intermediary must not be charged to the beneficial individual investor.
Amendment 211 #
Proposal for a directive Article 1 – point 3 Article 3da Support for long-term shareholding Member States may put in place a mechanism in order to promote shareholding on a long-term basis and foster long-term shareholders. Members State may define the qualifying period in order to be considered a long-term shareholder. The mechanism referred to in the first subparagraph may include one or more of the following advantages for long term shareholders: - additional voting rights; - tax incentives; - loyalty dividends; - loyalty shares.
Amendment 212 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 d a (new) – paragraph 2 Article 3da Support for long-term shareholding Member States shall put in place a mechanism in order to promote shareholding on a long-term basis and foster long-term shareholders. Members State shall define the qualifying period in order to be considered a long term shareholder, but this period shall not be less than five years. The mechanism referred to in the first subparagraph shall include one or more of the following advantages for long term shareholders: — additional voting rights; — tax incentives; — loyalty dividends; — loyalty shares.
Amendment 213 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Chapter Ib – Article 3e a (new) Article 3ea This chapter is without prejudice to the provisions laid down in sectorial legislation regulating asset managers and institutional investors to the extent that the requirements provided by this Chapter duplicate or contradict the requirements laid down in sectorial legislation. The provisions of sectorial legislation should be considered as lex specialis in relation to this chapter.
Amendment 214 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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
Amendment 215 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 f – paragraph 1 – subparagraphs 1 and 1a (new) 1. Member States shall ensure that institutional investors and asset managers
Amendment 216 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – introductory words 1. Member States shall, without prejudice to Article 3f(4), ensure that institutional investors and asset managers develop a policy on shareholder engagement (“engagement policy”) This engagement policy
Amendment 217 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – introductory words 1. Member States shall ensure that regulated institutional investors and asset managers not covered by the scope of Directives 2009/138/EC, 2013/36/EU, 2003/41/EC or 2011/61/EU 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:
Amendment 218 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – introductory words 1. Member States shall ensure that regulated institutional investors and asset managers
Amendment 219 #
Proposal for a directive Article 1 – point 3 Directive 2007/36 EC Article 3f – paragraph 1 – point a Amendment 220 #
Proposal for a directive Article 1 – point 3 (a)
Amendment 221 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point b Amendment 222 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 f – paragraph 1 – point b (b) to monitor investee companies, including on their non-financial performance and reduction of social and environmental risks;
Amendment 223 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point b (b) t
Amendment 224 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point c Amendment 225 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point c (c)
Amendment 226 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point d Amendment 227 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point b Amendment 228 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point d (d) t
Amendment 229 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point e Amendment 230 #
Proposal for a directive Article 1 - point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point e (e) t
Amendment 231 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point f Amendment 232 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 – point f (f)
Amendment 233 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 1 a (new) 1a. Member States shall ensure that institutional investors and asset managers either comply with the requirements set out in paragraph 1 or provide an explanation that is made available to the public as to why they have chosen not to comply with those requirements.
Amendment 234 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 2 Amendment 235 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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
Amendment 236 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 f – 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 shareholder engagement, for example by formulating rules regarding acceptance of gifts or advantages in kind, making sure that the financial interests of those concerned are known and keeping a register of conflicts of interests. Such policies shall in particular be developed for all of the following situations:
Amendment 237 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 2 – introductory words 2. Member States shall, without prejudice to Article 3f(4), ensure that the engagement policy includes policies to manage actual or potential conflicts of interests with regard to shareholder engagement. Such policies
Amendment 238 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 2 – point a Amendment 239 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 2 – point b Amendment 240 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 2 – point c Amendment 241 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 2 – point d Amendment 242 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 3 Amendment 243 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 3 Amendment 244 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 3 3. Member States shall, without prejudice to Article 3f( 4), ensure that institutional investors and asset managers
Amendment 245 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 3 3. Member States shall ensure that regulated institutional investors and asset managers
Amendment 246 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 3 a (new) 3a. Institutional investors and asset managers shall publicly disclose, for each company in which they hold shares, whether and how they cast their votes in the general meetings of the companies concerned and provide an explanation for their voting behaviour. Where an asset manager casts votes on behalf of an institutional investor, the institutional investor shall make a reference as to where such voting information has been published by the asset manager. The information referred to in this paragraph shall be available, free of charge, at least on the company's website.
Amendment 247 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 4 Amendment 248 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3f – paragraph 4 Amendment 249 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – Paragraph 1 1. Member States shall ensure that institutional investors disclose to the public
Amendment 250 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 1 1. Member States shall ensure that institutional investors either comply with the obligation to disclose to the public how their equity investment strategy (“investment strategy”) is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets or provide an explanation that is made available to the public as to why they have chosen not to comply with that obligation. 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 251 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 1 1. Member States shall ensure that regulated institutional investors
Amendment 252 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – introductory words 2. Where an asset manager invests on behalf of an institutional investor,
Amendment 253 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 annually disclose to the public, and the regulated institutional investor to the relevant supervisory authority, the main elements of the arrangement with the asset manager with regard to the following issues:
Amendment 254 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 g – paragraph 2 – subparagraph 1 – point a Amendment 255 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph 1– point a Amendment 256 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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
Amendment 257 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph 1 – point c Amendment 258 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph 1 – point c Amendment 259 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph – point d Amendment 260 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 g – paragraph 2 – subparagraph 1 – point d Amendment 261 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph – point d Amendment 262 #
Proposal for a directive Article 1 – point 3 Amendment 263 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 g – paragraph 2 – subparagraph 1 – point e Amendment 264 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph – point e Amendment 265 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3g – paragraph 2 – subparagraph – point e (e)
Amendment 266 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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
Amendment 267 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 1 1. Member States shall ensure that asset managers disclose on a
Amendment 268 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 1 1. Member States shall ensure that asset managers disclose upon
Amendment 269 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 2 – introductory words 2. Member States shall ensure that
Amendment 270 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 2 – introductory words 2. Member States shall ensure that asset managers disclose to the institutional investor upon
Amendment 271 #
Proposal for a directive Article 1 – paragraph 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 2 – introductory words 2. Member States shall ensure that asset managers disclose, upon request, to the institutional investor
Amendment 272 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3 h – paragraph 2 – point a (a)
Amendment 273 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 2 – point е е) whether or not, and if so, what actual or potential conflicts of interest have arisen in connection with engagement activities and
Amendment 274 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3h – paragraph 3 Amendment 275 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 1 1. Member States shall ensure that proxy advisors
Amendment 276 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 1 1. Member States shall ensure that proxy advisors adopt and implement adequate measures to
Amendment 277 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 them. The Member States shall ensure that proxy advisors prepare their voting recommendations taking into account national or European market, legal, regulatory and company-specific conditions and explain how they take these factors into account in their voting recommendations. The Member States shall ensure that proxy advisors, where they intend to a recommend voting against a proposed resolution on an agenda item at a general meeting, notify the company thereof without undue delay. Within three days of notification the company may inform the proxy advisor of the reasons underlying the resolution. Where the company sends the proxy advisor its reasons in writing, the proxy advisor shall refer to those reasons in its voting recommendation to shareholders, even if it still recommends voting against.
Amendment 278 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 1 1. Member States shall ensure that proxy advisors
Amendment 279 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 280 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 2 – subparagraph 1 – point a (a) the essential features of the methodologies and models they apply, provided this does not involve the disclosure of trade secrets;
Amendment 281 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 2 – subparagraph 1 – point b Amendment 282 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 2 – subparagraph 1 – point c (c)
Amendment 283 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 Directive 2007/36/EC 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 285 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 2 – subparagraph 1 – point d (d)
Amendment 286 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 Directive 2007/36/EC Article 3i – paragraph 2 – subparagraph 1 – point e Amendment 288 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC Article 3i – paragraph 2 – subparagraph 1 – point f Amendment 289 #
Proposal for a directive Article 1 – point 3 Directive 2007/36/EC 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 84 #
Proposal for a directive Title 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
Amendment 85 #
Proposal for a directive Recital 1 (1) Directive 2007/36/EC of the European Parliament and of the Council15 establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of companies which have their registered office in a Member State and whose shares are admitted to trading on a regulated market situated or operating within a Member State. This Directive should also cover large companies and large groups, as defined in Directive 2013/34/EU of the European Parliament and of the Council15a, which do not have shares admitted to trading on a regulated market, given that they also do business which has a major impact. __________________
Amendment 86 #
Proposal for a directive Recital 2 (2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking.
Amendment 87 #
Proposal for a directive Recital 2 (2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking, which leads to suboptimal corporate governance and performance in the long term. Moreover, there is clear evidence that the current level of “monitoring” of investee companies and engagement by institutional investors and asset managers is inadequate
Amendment 88 #
Proposal for a directive Recital 2 (2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking.
Amendment 89 #
Proposal for a directive Recital 2 a (new) (2a) Greater involvement of shareholders in companies' corporate governance is one of the levers that can help improve the financial and non-financial performance of those companies. Nevertheless, since shareholder rights are not the only long-term factor which needs to be taken into consideration in corporate governance, they should be accompanied by additional measures to ensure a greater involvement of all stakeholders, in particular employees, local authorities and civil society.
Amendment 90 #
Proposal for a directive Recital 4 (4) In order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders, listed companies should have the possibility to have their shareholders identified and directly communicate with them. Therefore, this Directive should provide for a framework to ensure that shareholders can be identified, while taking account of existing national systems.
Amendment 91 #
Proposal for a directive Recital 6 (6) In view of the important role of intermediaries they should be obliged to facilitate the exercise of rights by the shareholder both when he would like to exercise these rights himself or wants to nominate a third person to do so. When the shareholder does not want to exercise the rights himself and has nominated the intermediary as a third person, the latter should be obliged to exercise these rights
Amendment 92 #
Proposal for a directive Recital 6 (6) In view of the important role of intermediaries they should be obliged to facilitate the exercise of rights by the shareholder both when they would like to exercise these rights
Amendment 93 #
Proposal for a directive Recital 6 (6) In view of the important role of intermediaries they should be obliged to facilitate the exercise of rights by the shareholder both when he would like to exercise these rights himself or wants to nominate a third person to do so. When the shareholder does not want to exercise the rights himself and has nominated the intermediary, who is voluntarily offering to exercise shareholder rights by proxy, as a third person, the latter should be obliged to exercise these rights upon the explicit authorisation and instruction of the shareholder and for his benefit.
Amendment 94 #
Proposal for a directive Recital 8 (8) Effective and sustainable shareholder engagement as well as proper involvement of stakeholders, in particular employees, is one of the cornerstones of listed companies’ corporate governance model, which depends on checks and balances between the different organs and different stakeholders.
Amendment 95 #
Proposal for a directive Recital 9 (9) Institutional investors and asset managers are important shareholders of listed companies in the Union and therefore can play an important role in the corporate governance of these companies, but also more generally with regard to the strategy and long-term performance of these companies. However, the experience of the last years has shown that institutional investors and asset managers often do not engage with companies in which they hold shares
Amendment 96 #
Proposal for a directive Recital 9 (9) Institutional investors and asset managers are important shareholders of listed companies in the Union and therefore can play an important role in the corporate governance of these companies, but also more generally with regard to the strategy and long-term performance of these companies. However, the experience of the last years has shown that institutional investors and asset managers often do not engage with companies in which they hold shares
Amendment 97 #
Proposal for a directive Recital 11 (11) Therefore, institutional investors and asset managers should develop a policy on shareholder engagement, which determines, amongst others, how they integrate shareholder engagement in their investment strategy (including an impact assessment of social and environmental risks), monitor investee companies, conduct dialogues with
Amendment 98 #
Proposal for a directive Recital 11 (11) Therefore, institutional investors and asset managers should develop a policy on shareholder engagement, which determines, amongst others, how they integrate shareholder engagement in their investment strategy, monitor investee companies, conduct dialogues with investee companies and exercise voting rights. Such engagement policy should include policies to manage actual or potential conflicts of interests, such as the provision of financial services by the institutional investor or asset manager, or companies affiliated to them, to the investee company. This policy, its implementation and the results thereof should be publicly disclosed on an annual basis.
Amendment 99 #
Proposal for a directive Recital 11 (11) Therefore, institutional investors and asset managers should develop a policy on shareholder engagement
source: 549.129
2015/02/25
JURI
201 amendments...
Amendment 290 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a Amendment 291 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that
Amendment 292 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1. 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors and submit it for approval by the shareholders. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders.
Amendment 293 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders and on which the employees via their representatives have expressed their view. The policy shall be submitted for approval by the shareholders at least every
Amendment 294 #
Proposal for a directive Article 1 – point 4 Direttiva 2007/36/CE Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders.
Amendment 295 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that
Amendment 296 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders.
Amendment 297 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that
Amendment 298 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 1 – subparagraph 1 Member States shall ensure that
Amendment 299 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that
Amendment 300 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that
Amendment 301 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The policy shall be submitted for approval by the shareholders at least every three years. However, Member States may allow companies to submit the policy for approval by the general meeting only when there is a proposal for amendment.
Amendment 302 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 1 1. Member States shall ensure that
Amendment 303 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 1 – subparagraph 1 Member States shall ensure that shareholders have the right to vote on the remuneration policy as regards executives and directors. Companies shall only pay remuneration to their executives and directors in accordance with a remuneration policy that has been approved by shareholders.
Amendment 304 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Amendment 305 #
Proposal for a directive Article 1 – point 4 Amendment 306 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Amendment 307 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Amendment 308 #
Proposal for a directive Article 1 – point 4 Directive 2007 36/EC Article 9a – paragraph 1 – subparagraph 2 Companies may, in case of recruitment of
Amendment 309 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Companies may
Amendment 310 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Amendment 311 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 1 – subparagraph 2 Amendment 312 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Amendment 313 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Amendment 314 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2 Companies may, in case of recruitment of new board members, decide to pay remuneration to an individual director
Amendment 315 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2a (new) Member States may provide that the vote of the shareholders on the remuneration policy is advisory. However, Member States may decide to allow companies to establish an internal procedure defining the rules on remuneration for directors outside the general remuneration policy. Member States shall ensure that shareholders have the right to vote on the internal procedure. Member States shall provide for the consequences of a negative vote by the shareholders in their respective national laws.
Amendment 316 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 1 – subparagraph 2 a (new) Member States shall take the steps required to ensure that employees are entitled to express a view, via their representatives, on the remuneration policy before it is submitted to the shareholders.
Amendment 317 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2a (new) Where Member States provide for a binding vote by shareholders and the changes to the remuneration policy are rejected, the company shall pursue the remuneration policy applied hitherto.
Amendment 318 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 1 – subparagraph 2b (new) Member States may provide that companies are not bound by the result of the vote on the remuneration policy. In this case, where the shareholders vote against the remuneration policy, the administrative or supervisory body shall consider whether a revised remuneration policy that takes account of shareholders’ objections can be submitted to shareholders at the next general meeting.
Amendment 319 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 2 Amendment 320 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 2 2.
Amendment 321 #
Proposal for a directive 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 322 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 1 3. The policy shall explain how it contributes to the long-term interests and sustainability of the company without obliging companies to disclose business sensitive information. It shall
Amendment 323 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 3 – subparagraph 1 The policy shall explain how it contributes to the company’s strategy and to its long- term interests and sustainability
Amendment 324 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 1 3. The policy shall explain how it contributes to the long-term interests and sustainability of the company without obliging companies to disclose business sensitive information. It shall
Amendment 325 #
Proposal for a directive Article 1 – point 4 Directive 2007/35/EC Article 9a – paragraph 3 – subparagraph 1 3. The policy 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 bonuses and all benefits in whatever form.
Amendment 326 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 1 3. The policy shall explain how it contributes to the company strategy and long-term interests and sustainability of the company. It shall
Amendment 327 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 1 3. The policy shall explain how it contributes to the long-term interests and sustainability of the company. It shall
Amendment 328 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 Amendment 329 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 Amendment 330 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 Amendment 331 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 The policy shall indicate the
Amendment 332 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC 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 remuneration of executive directors and the average remuneration of
Amendment 333 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 The policy shall
Amendment 334 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC 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 335 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 The policy
Amendment 336 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC 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 ratios both between the average remuneration of executive directors and the average remuneration of
Amendment 337 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC 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 remuneration of
Amendment 338 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 3 – subparagraph 2 The policy shall indicate the
Amendment 339 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 Amendment 340 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 Amendment 341 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 2 The policy shall indicate the
Amendment 342 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 3 For variable remuneration, the policy shall indicate the financial and non-financial performance criteria to be used and explain how they contribute to the long-term interests and sustainability of the company, and the methods to be applied to determine to which extent the performance criteria have been fulfilled; it shall specify the deferral periods, vesting periods for share- based remuneration and retention of shares after vesting, and information on the possibility of the company to reclaim variable remuneration. The value of shares shall not play a predominant role in comparison with financial or management performance criteria in the calculation of variable remuneration. Member States shall ensure that the calculation also takes account of programmes relating to corporate social responsibility and the results achieved in this regard.
Amendment 343 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 3 For variable remuneration, the policy shall in
Amendment 344 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 3 For variable remuneration, the policy shall in
Amendment 345 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 3 For variable remuneration, the policy shall in
Amendment 346 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 3 – subparagraph 3 a (new) Member States shall ensure that the share value is neither the sole element nor a decisive component of the financial performance criteria. They shall ensure that share-based remuneration does not represent the most significant part of executives' variable remuneration.
Amendment 347 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 3 – subparagraph 4 The policy shall indicate the main
Amendment 348 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 4 The policy shall
Amendment 349 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 4 The policy shall
Amendment 350 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 3 – subparagraph 4 The policy shall indicate the main
Amendment 351 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 3 – subparagraph 4 The policy shall indicate the main terms of the contracts of directors, including its duration and the applicable notice periods and payments linked to termination of contracts
Amendment 352 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 4 The policy shall
Amendment 353 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 Amendment 354 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 The policy shall explain the decision- making process leading to its determination. Where the policy is revised, it shall include an explanation of all significant changes
Amendment 355 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 The policy shall explain the decision- making process leading to its determination. Where the policy is revised, it shall include an explanation of all significant changes and how it takes into account the views of shareholders on the policy and report in at least the previous three consecutive years.
Amendment 356 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 The policy shall explain the decision- making process leading to its determination. Where the policy is revised, it shall include an explanation of all significant changes
Amendment 357 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5 The policy shall explain the decision- making process leading to its determination. Where the policy is revised, it shall include an explanation of all significant changes
Amendment 358 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 3 – subparagraph 5a (new) Employees shall be entitled, via their representatives, to express a view on the remuneration policy before it is submitted to shareholders.
Amendment 359 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 4 4. Member States shall ensure that after
Amendment 360 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 a – paragraph 4 4. Member States shall ensure that after approval by the shareholders the policy is made public without delay and available, free of charge, on the company's website at least as long as it is applicable.
Amendment 361 #
Proposal for a directive Article 1 – point 4 4. Member States shall ensure that after a
Amendment 362 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9a – paragraph 4 4. Member States shall ensure that after
Amendment 363 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b Amendment 364 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory words 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted to
Amendment 365 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 1 – introductory words 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted, in accordance with the remuneration policy referred to in Article 9a, to individual directors, including to newly recruited and former directors, in the last financial year. It shall, where applicable, contain all of the
Amendment 366 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory words 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted to
Amendment 367 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory words 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted to
Amendment 368 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory words 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted to
Amendment 369 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory words 1. Member States
Amendment 370 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – introductory words 1. Member States shall ensure that the company draws up a clear and understandable remuneration report, providing a
Amendment 371 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 1 – point a (a) the total remuneration
Amendment 372 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point a (а) the total remuneration awarded or paid split out by component, the relative proportion of fixed and variable remuneration, an explanation how the total remuneration is linked to long-term performance and information on how the financial and non-financial performance criteria where applied;
Amendment 373 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point aa (new) (aa) the ratio between the average remuneration awarded, paid, or due to executive directors and the average remuneration of employees in the preceding financial year and the ratio between the average remuneration awarded, paid, or due to non-executive directors and the average remuneration of employees in the preceding financial year;
Amendment 374 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC 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
Amendment 375 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point b (b) the relative change of the remuneration of directors over the last three financial years
Amendment 376 #
Proposal for a directive Article 1 – point 4 Direttiva 2007/36/EC Article 9b – paragraph 1 – point b (b) the relative change of the remuneration of executive directors over the last three financial years
Amendment 377 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point b (b) the relative change of the remuneration of directors over the last three financial year
Amendment 378 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point b (b) the relative change of the remuneration of directors over the last three financial years
Amendment 379 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point b (b) the relative change
Amendment 380 #
Proposal for a directive Article 1 – point 4 Directive 200/36/EC Article 9 b – 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
Amendment 381 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 1 – point b (b) the relative change of the remuneration of directors over the last three financial years
Amendment 382 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point c (c) any remuneration received by or still due to directors of the company from any undertaking belonging to the same group;
Amendment 383 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 1 – point d (d) the number of shares and share options granted
Amendment 384 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 1 – point e (e) where appropriate, information on the use of the possibility to reclaim variable remuneration;
Amendment 385 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 1 – point f (f) information on how the remuneration of directors was established, including, where appropriate, on the role of the remuneration committee.
Amendment 386 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 Amendment 387 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 Amendment 388 #
Proposal for a directive Article 1 – point 4 3. Member States
Amendment 389 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 3 3. Member States shall ensure that shareholders have the right to vote on the remuneration report of the past financial year during the annual general meeting. Where the shareholders vote against the remuneration report the company shall explain in the next remuneration report whether or not and, if so, how, the vote of the shareholders has been taken into account.
Amendment 390 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 3. Member States
Amendment 391 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 3. Member States
Amendment 392 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3 3. Member States
Amendment 393 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 3a (new) 3a. Employees shall be entitled, via their representatives, to express a view on the remuneration report before it is submitted to shareholders.
Amendment 394 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 3b (new) 3b. Member States shall ensure that companies publicly announce the remuneration report either on their website or in another way in accordance with national law. Member States may provide for other forms of publishing the remuneration report provided that shareholders have free access to it.
Amendment 395 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 3 c (new) 3c. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market-equivalent terms.
Amendment 396 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 4 Amendment 397 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 b – paragraph 4 4. The Commission shall be empowered to adopt
Amendment 398 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c Amendment 399 #
Proposal for a directive Article 1 – point 4 1. Member States shall ensure that companies, in case of material transactions with related parties
Amendment 400 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 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 shareholders and in the social interests of the enterprise. 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 information necessary to assess the transaction.
Amendment 401 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of significant transactions with related parties
Amendment 402 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies
Amendment 403 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies
Amendment 404 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 c – paragraph 1 – subparagraph 1 Member States shall ensure that companies, in case of significant transactions with related parties
Amendment 405 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of significant transactions with related parties
Amendment 406 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 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
Amendment 407 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of significant transactions with related parties
Amendment 408 #
Proposal for a directive 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
Amendment 409 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of transactions with
Amendment 410 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 1. Member States shall ensure that companies, in case of significant transactions with related parties
Amendment 411 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 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
Amendment 412 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1 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
Amendment 413 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 1a (new) Member States may provide that the announcement to be published pursuant to paragraph 1 is accompanied by a report assessing whether or not the transaction is fair and reasonable from the perspective of the shareholders who are not related parties, in particular minority shareholders and explaining the assumptions it is based upon together with the methods used. This report shall be produced by: (a) an independent third party or; (a) the administrative or the supervisory body or the company or; (b) the audit committee or any committee the majority of which is composed of independent directors; provided that the related parties and the persons related to them are excluded from the preparation of the report.
Amendment 414 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Amendment 415 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Member States
Amendment 416 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Member States
Amendment 417 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Amendment 418 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Member States may provide that
Amendment 419 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 1 – subparagraph 2 Member States may provide that
Amendment 420 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that significant transactions with related parties
Amendment 421 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 Amendment 422 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that material transactions with related parties are
Amendment 423 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9b – paragraph 2 – subparagraph 1 2. Member States shall ensure that transactions with related parties representing more than 5% of the companies
Amendment 424 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that significant transactions with related parties
Amendment 425 #
Proposal for a directive Article 1 – point 4 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that transactions with related parties representing more than 5% of the companies
Amendment 426 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that material transactions with related parties are
Amendment 427 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that significant transactions with related parties are
Amendment 428 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that material transactions with related parties are
Amendment 429 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that significant transactions with related parties are
Amendment 430 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States shall ensure that transactions with related parties representing more than 5% of the companies
Amendment 431 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 1 2. Member States
Amendment 432 #
Proposal for a directive Article 1 – point 4 Directive 2007/36 Article 9c – paragraph 2 – subparagraph 2 Amendment 433 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 c – paragraph 2 – subparagraph 2 Amendment 434 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 2 Amendment 435 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 – subparagraph 2 Amendment 436 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 a (new) 2a. Paragraphs 1, 1a and 2 shall not apply to transactions entered into in the ordinary course of business and concluded on normal market terms, provided that the administrative or supervisory body of the company assesses whether these conditions are fulfilled. The related parties and the persons related to them shall be excluded from this assessment.
Amendment 437 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 2 a (new) 2a. Member States shall provide in national law for the definition of significant transactions. However Member States may provide for different factors for assessing the significance of transactions provided for in paragraphs 1 and 2.
Amendment 438 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 3. Transactions with the same related party that have been concluded during the previous 12 months period and have not been approved by shareholders shall be aggregated for the purposes of application of paragraph 2. If the value of these aggregated transactions exceeds
Amendment 439 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 Amendment 440 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 Amendment 441 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 Amendment 442 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 3.
Amendment 443 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 3. Transactions with the same related party that have been concluded during the
Amendment 444 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 c – paragraph 3 3.
Amendment 445 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 Amendment 446 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3a (new) 3a. Member States shall provide in national law for the definition of significant transactions.
Amendment 447 #
Proposal for a directive Article 1 – point 4 3a. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market equivalent terms.
Amendment 448 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3a (new) 3a. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or market equivalent terms.
Amendment 449 #
Proposal for a directive Article 1 – paragraph 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3a (new) 3a. The requirements in paragraphs 1 and 2 shall not apply to transactions entered into the ordinary course of business or concluded on market terms or market equivalent terms.
Amendment 450 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 3 a (new) 3a. The provisions of paragraphs 1, 2 and 3 shall not apply to transactions carried out in the ordinary course of business on market terms.
Amendment 451 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4.
Amendment 452 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude transactions entered into between the company and one or more members of its group from the
Amendment 453 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude from the requirements in paragraphs 1, 1a and 2 transactions entered into between the company and
Amendment 454 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 c – paragraph 4 4. Member States may exclude 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. Member States may also exclude certain types of clearly defined transactions in respect of which minority shareholders enjoy adequate protection under national law.
Amendment 455 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4.
Amendment 456 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4.
Amendment 457 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4.
Amendment 458 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4. Member States may exclude the following transactions from the requirements in paragraphs 1, 2 and 3: (a) transactions carried out in the ordinary course of business on market terms; (b) transactions entered into between the company and subsidiary companies and vice versa or between one or more members of its group
Amendment 459 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4 4.
Amendment 460 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4a (new) 4a. Member States shall exclude from the requirements in paragraphs 1 and 2: (a) intra-group transactions; (b) clearly defined types of transactions for which national law provides for adequate protection of minority shareholders, provided that the related party is subject to terms not more favourable than those to which other shareholders are subject.
Amendment 461 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4a (new) 4a. This Chapter is without prejudice to the provisions laid down in sectorial legislation regulating asset managers and institutional investors and credit institutions to the extent that the requirements provided by this Chapter duplicate or contradict the requirements laid down in sectorial legislation. The provisions of sectorial legislation should be considered as lex specialis in relation to this chapter.
Amendment 462 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4a (new) 4a. Member States shall ensure that paragraph 1 does not apply to transactions made in the ordinary course of business on market terms and transactions between the company and its subsidiaries when national law provides for adequate protection of the interests of minority shareholders.
Amendment 463 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4a (new) 4a. Member States shall ensure that the interests of the shareholders of the company who are not related parties, in particular minority shareholders are adequately protected in the case of transactions concluded between the related party of the company and that company's subsidiaries.
Amendment 464 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4a (new) 4a. Member States may provide that paragraphs 1 to 4 of Article 9c shall not apply where the Member State’s existing legal provisions provide adequate protection for minority shareholders by other means.
Amendment 465 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4a (new) 4a. Member States may, depending on national conditions and practices, decide that the requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market equivalent terms.
Amendment 466 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 c – paragraph 4 a (new) 4a. Member States shall encourage companies to adopt internal charters on the approval by shareholders of transactions with related parties.
Amendment 467 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9 c – paragraph 4 a (new) 4a. For the purposes of this Article, Member States shall take account of the following when defining significant transactions: (a) the nature of the transaction and the position of the related party; or (b) the impact of the transaction on the company’s results, assets, capitalisation or turnover; or (c) the risks which the transaction creates for the company and its shareholders.
Amendment 468 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4b (new) Amendment 469 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4b (new) 4b. For the purposes of this Article material transactions with related parties shall be defined by Member States taking into account: (a) the influence that the information about the transaction may have on the economic decisions of shareholders of the company; (b) the risk that the transaction creates for the company and its minority shareholders. When defining material transactions, Member States shall set one or more quantitative ratios based on the impact of the transaction on the revenues, assets, capitalisation or turnover of the company or take into account the nature of the transaction and the position of the related party. Member States may adopt materiality definitions for the application of paragraphs 1 and 1a that are different from those for the application of paragraph 2 and may differentiate the definitions according to the company size.
Amendment 470 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4b (new) 4b. For the purposes of this article, the Member States shall establish a definition of ‘significant transactions with related parties’ that shall include: - one or more quantitative thresholds based on criteria such as market capitalisation and assets or turnover and capable of taking account of the type of transaction with related parties. Member States may establish different thresholds to determine whether transactions are significant for the purposes of applying paragraphs 1, 2 and 3 and may differentiate the thresholds according to the size of the company. Member States may also lay down other criteria such as the type of transaction or the position of the related party.
Amendment 471 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4c (new) 4c. Member States shall ensure that transactions with the same related party that have been concluded in any 12 month period or in the same financial year and have not been subject to the obligations listed in paragraphs 1, 1a or 2 are aggregated for the purposes of those paragraphs.
Amendment 472 #
Proposal for a directive Article 1 – point 4 Directive 2007/36/EC Article 9c – paragraph 4d (new) Amendment 473 #
Proposal for a directive Article 1 – point 5 Amendment 474 #
Proposal for a directive Article 1 – paragraph 1 – point 5 Directive 2007/36/EC Chapter IIa – title Amendment 475 #
Proposal for a directive Article 1 – point 5 Directive 2007/36/EC Article 14a Amendment 476 #
Proposal for a directive Article 1 – point 5 Directive 2007/36/EC Article 14 b Member States shall lay down the rules on
Amendment 477 #
Proposal for a directive Article 2 – paragraph -1 (new) Directive 2013/34/EU Article 2 – point 17 (new) (-1) In Article 2 the following point is added: "(17) 'tax ruling' means any advance interpretation or application of a legal provision for a cross-border situation or transaction of a company which might lead to a loss of tax in Member States or which might lead to tax savings for the company resulting from artificial intra- group transfers of profits."
Amendment 478 #
Proposal for a directive Article 2 – paragraph -1 a (new) Directive 2013/34/EU Article 18 – paragraph 2 a (new) (-1a) In Article 18, the following paragraph is inserted after paragraph 2: '2a. In the notes to the financial statements large undertakings and public- interest entities shall also disclose, specifying by Member State and by third country in which they have an establishment, the following information on a consolidated basis for the financial year: (a) name(s), nature of activities and geographical location; (b) turnover; (c) number of employees on a full time equivalent basis; (d) value of assets and annual cost of maintaining those assets; (e) sales and purchases; (f) profit or loss before tax; (g) tax on profit or loss; (h) public subsidies received; (i) parent companies shall provide a list of subsidiaries operating in each Member State or third country alongside the relevant data.'
Amendment 479 #
Proposal for a directive Article 2 – point -1 b (new) (-1b) In Article 18, paragraph 3 is replaced by the following: '3. Member States may provide that point (b) of paragraph 1 and paragraph 2a are not to apply to the annual financial statements of an undertaking where that undertaking is included within the consolidated financial statements required to be drawn up under Article 22, provided that that information is given in the notes to the consolidated financial statement.
Amendment 480 #
Proposal for a directive Article 2 – paragraph -1 c (new) Directive 2013/34/EU Article 18 a (new) Amendment 481 #
Proposal for a directive Article 2 – paragraph -1 d (new) Directive 2013/34/EU Article 18 a (new) Amendment 482 #
Proposal for a directive Article 2 – paragraph -1 e (new) Directive 2013/34/EU Article 18 b (new) (-1e) The following Article 18b is inserted: "Article 18b Additional disclosure for large undertakings 1. In the notes to the financial statements, large undertakings shall, in addition to the information required under Articles 16, 17, 18 and any other provisions of this Directive, publicly disclose essential elements of and information regarding tax rulings, providing a break-down by Member State and by third country in which the large undertaking in question has a subsidiary. The Commission shall be empowered to set out, by means of delegated act in accordance with Article 49, the format and content of publication. 2. Undertakings whose average number of employees on a consolidated basis during the financial year does not exceed 500 and, on their balance sheet dates, do not exceed on a consolidated basis either a balance sheet total of 86 million euros or a net turnover of 100 million euros shall be exempt from the obligation set out in paragraph 1 of this Article. 3. The obligation set out in paragraph 1 of this Article shall not apply to any undertaking governed by the law of a Member State whose parent undertaking is subject to th laws of a Member State and whose information is included in the information disclosed by that parent undertaking in accordance with paragraph 1 of this Article. 4. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC.
Amendment 483 #
Proposal for a directive Article 2 – point a Directive 2013/34/EU Article 20 – paragraph 1 – point h Amendment 484 #
Proposal for a directive Article 2 – point a Directive 2013/34/EU Article 20 – paragraph 1 – point h Amendment 485 #
Proposal for a directive Article 2 – point a Directive 2013/34/EC Article 20 – paragraph 1 – point h Amendment 486 #
Proposal for a directive Article 2 a (new) – point 1 (new) Directive 2004/109/EC Article 2 – paragraph 1 – point r (new) (1) In paragraph 1 of Article 2 the following point (r) is added: "(r) 'tax ruling' means any advance interpretation or application of a legal provision for a cross border situation or transaction of a company which might lead to a loss of tax in Member States or which might lead to tax savings for the company resulting from artificial intra- group transfers of profits".
Amendment 487 #
Proposal for a directive Article 2 a (new) – point 2 (new) Directive 2004/109/EC Article 16 a (new) (2) The following article 16a is inserted: "Article 16a Additional disclosure for issuers 1. Member States shall require each issuer to publicly disclose annually, specifying by Member State and by third country in which it has a subsidiary, the following information on a consolidated basis for the financial year : (a) name(s), nature of activities and geographical location (b) turnover (c) number of employees on a full-time equivalent basis (d) profit or loss before tax (e) tax on profit or loss (f) public subsidies received 2. The obligation set out in paragraph 1 of this Article shall not apply to any issuer governed by the law of a Member State whose parent company is subject to the laws of a Member State and whose information is included in the information disclosed by that parent company in accordance with paragraph 1 of this Article. 3. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC and shall be published, where possible, as an annex to the annual financial statements or, where applicable, to the consolidated financial statements of the issuer concerned.
Amendment 488 #
Proposal for a directive Article 2 a (new) – point 3 (new) Directive 2004/109/EC Article 16 b (new) (3) The following Article 16b is inserted: "Article 16b Additional diclosure for issuers 1. Member States shall require each issuer to publicly disclose annually, on a consolidated basis for the financial year, essential elements of and information regarding tax rulings, providing a break- down by Member State and by third country in which it has a subsidiary. The Commission shall be empowered to set out, by means of delegated acts in accordance withArticle 27(2a), (2b) and (2c), the format and content of publication. 2. The obligation set out in paragraph 1 of this Article shall not apply to any issuer governed by the law of a Member State whose parent company is subject to the laws of a Member State and whose information is included in the information diclosed by that parent company in accordance with paragraph 1 of this article. 3. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC and shall be published, where possible, as an annex to the annual financial statements or, where applicable, to the consolidated financial statements of the issuer concerned.
Amendment 489 #
Proposal for a directive Article 2 a (new) – point 4 (new) Directive 2004/109/EC Article 27 – paragraph 2a (4) In Article 27, paragraph 2a is replaced by the following: "(2a) The power to adopt the delegated acts referred to in Article 2(3), Article 5(6), Article 9(7), Article 12(8), Article 13(2), Article 14(2), Article 16a(1), Article 17(4), Article 18(5), Article 19(4), Article 21(4), Article 23(4), Article 23(5) and Article 23(7) shall be conferred on the Commission for a period of 4 years from January 2011. The Commission shall draw up a report in respect of delegated power at the latest 6 months before the end of the four-year period. The delegation of power shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 27a."
Amendment 490 #
Proposal for a directive Article 3 – paragraph 1 – subparagraph 1 Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by [
source: 549.159
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