{"change_dates":[],"dossier":{"amendments":[{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-63","location":[["Proposal for a directive","Title"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:30"},"new":["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, Directive","2013/34/EU and Directive 2004/109/EC as","regards certain elements of reporting","(Text with EEA relevance)"],"old":["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 and Directive","2013/34/EU as regards certain elements of","the corporate governance statement","(Text with EEA relevance)"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"63","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-64","location":[["Proposal for a directive","Recital 2"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:30"},"new":["(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 \u2018monitoring\u2019 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."],"old":["(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 \u2018monitoring\u2019 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.",""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"64","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-65","location":[[" Proposal for a directive","Recital 2"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:30"},"new":["(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 \u201cmonitoring\u201d 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\u2019 major strategic choices."],"old":["(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 \u201cmonitoring\u201d 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."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"65","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-66","location":[[" Proposal for a directive","Recital 3"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:30"},"new":["(3) In the Action Plan on European","company law and corporate governance16","the Commission announced a number of","actions in the area of corporate governance,","in particular to encourage long-term","shareholder engagement and to enhance","transparency between companies and","investors. Additional steps could be","envisaged, including further assessing the","way asset managers' incentives are","structured to take better account of long-","term considerations and requiring more","transparency from asset managers on the","fulfilment of their fiduciary duties. Ideas","have also been advanced to encourage","greater long-term shareholder","engagement, which could be subject to","further consideration, such as analysing","the possibility of options around granting","increased voting rights or dividends to","long-term investors.","__________________","16","COM/2012/0740 final."],"old":["(3) In the Action Plan on European","company law and corporate governance16","the Commission announced a number of","","actions in the area of corporate governance,","in particular to encourage long-term","shareholder engagement and to enhance","transparency between companies and","investors.","__________________","16","COM/2012/0740 final."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"66","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-67","justification":" Member States use different systems to identify shareholders. The directive should be\n compatible with existing structures and national company rules provided that the objective of\n identifying shareholders is achieved.","location":[["Proposal for a directive","Recital 4"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:30"},"new":["(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."],"old":["(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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"67","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-68","location":[[" Proposal for a directive","Recital 4"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:30"},"new":["(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."],"old":["(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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"68","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-69","location":[[" Proposal for a directive","Recital 5"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:30"},"new":["(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","equity holding chain to facilitate the","exercise of shareholder rights.","Shareholders may be identified by means","other than through intermediaries","provided that the objective of identifying","shareholders is achieved."],"old":["(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","","","equity holding chain to facilitate the","exercise of shareholder rights."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"69","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-70","location":[["Proposal for a directive","Recital 8"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:30"},"new":["(8) Effective and sustainable shareholder","engagement is one of the cornerstones of","listed companies\u2019 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."],"old":["(8) Effective and sustainable shareholder","engagement is one of the cornerstones of","listed companies\u2019 corporate governance","model, which depends on checks and","balances between the different organs and","different stakeholders."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"70","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-71","location":[["Proposal for a directive","Recital 11"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:30"},"new":["(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 insofar as disclosure does not","influence the competitive position of the","relevant company in a negative way.","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."],"old":["(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. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"71","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-72","location":[[" Proposal for a directive","Recital 11 a (new)"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:30"},"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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"72","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-73","location":[["Proposal for a directive","Recital 12"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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, through","discretionary mandates involving the","management of assets on an individual","basis, 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 make investment","decisions based on medium to long-term","company performance and to engage with","companies. 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."],"old":["(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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"73","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-74","location":[[" Proposal for a directive","Recital 12"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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 hereby encouraging","cooperative models of enterprise to align","ownership and employment incentives by","ensuring employees representation on","boards as mandatory and to set up an","stakeholder body to ensure","dialogue between corporate management","and shareholders on the investment","strategy and how to secure the","shareholder engagement plan."],"old":["(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.",""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"74","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-75","location":[["Proposal for a directive","Recital 12"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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. Public disclosure should only","take place insofar as this does not","influence the competitive position of the","relevant company in a negative way."],"old":["(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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"75","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-76","location":[[" Proposal for a directive","Recital 13"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:31"},"new":["(13) Asset managers should be required to","publicly disclose 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 publicly 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 stimulate and allow the institutional","investor to better monitor the asset","manager, provide incentives for a proper","alignment of interests and for shareholder","engagement. Public disclosure should only","take place insofar as this does not","influence the competitive position of the","relevant company in a negative way."],"old":["(13) Asset managers should be required to","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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"76","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-77","location":[["Proposal for a directive","Recital 13"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:31"},"new":["(13) Asset managers should be required to","disclose to the public 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 affected","stakeholders to better monitor the asset","manager, provide incentives for a proper","alignment of interests and for shareholder","engagement."],"old":["(13) Asset managers should be required to","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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"77","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-78","location":[["Proposal for a directive","Recital 14"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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, reliable","and in the best interest of the affected","stakeholders, 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. They should disclose certain","key information related to the preparation","of their voting recommendations and avoid","any actual or potential conflict of interest","or business relationships that may","influence the preparation of the voting","recommendations."],"old":["(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","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. They should disclose certain","key information related to the preparation","of their voting recommendations and any","actual or potential conflict of interest or","business relationships that may influence","the preparation of the voting","recommendations."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"78","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-79","location":[[" Proposal for a directive","Recital 15"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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 define the","remuneration policy of the directors of","their company and disclose in public the","pay ratio and gender pay ratio between","directors and employees in the company.","__________________","17","Directive 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.."],"old":["(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.","__________________","17","Directive 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.."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"79","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Georgios Kyrtsos","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-80","location":[["Proposal for a directive","Recital 15 a (new)"]],"meps":[125063],"meta":{"created":"2019-07-03T06:16:31"},"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."],"orig_lang":"el","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"80","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-81","location":[["Proposal for a directive","Recital 16"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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. The","remuneration policy should be designed","in such a way as to ensure sufficient room","for manoeuvre for company-specific","aspects. 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."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"81","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-82","location":[[" Proposal for a directive","Recital 16"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay.",""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"82","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-83","location":[["Proposal for a directive","Recital 16"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:31"},"new":["(16) In order to ensure that shareholders","have an effective say on the remuneration","policy, they should be granted the right to","an advisory or binding vote on 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 the remuneration policy","that has been submitted to shareholders.","The remuneration policy should be","publicly disclosed without delay after the","shareholders have voted."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"83","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-84","location":[["Proposal for a directive","Recital 16"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:31"},"new":["(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. The approved","remuneration policy and pay ratio should","be publicly disclosed without delay."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"84","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-85","location":[[" Proposal for a directive","Recital 17"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:32"},"new":["(17) To ensure that the implementation of","the remuneration policy is in line with the","policy following the vote taken by","shareholders, Member States should be","able to provide that shareholders are","granted the right to vote on the company\u2019s","remuneration report. 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 or still","pending. Where the shareholders vote","against the remuneration report, the","company should ask the shareholders for","an explanation in order to identify the","reasons for this rejection. The company","should explain in the next remuneration","report how the vote of the shareholders and","their explanation have been taken into","account."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account.",""],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"85","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-86","location":[["Proposal for a directive","Recital 17"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:32"},"new":["(17) To ensure that the implementation of","the remuneration policy is in line with the","approved policy, Member States should","have the possibility to grant shareholders","the right to vote on the company\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","identify why the shareholders voted","against the report. Furthermore, it should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"86","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-87","location":[["Proposal for a directive","Recital 17"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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\u2019s","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 need to","adjust the remuneration policy and report","how the vote of the shareholders has been","taken into account and incorporated into","the company's remuneration policy in the","next remuneration report to","the next general assembly."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"87","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-88","location":[[" Proposal for a directive","Recital 17 a (new)"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:32"},"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."],"old":[""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"88","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-89","location":[["Proposal for a directive","Recital 19"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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\u2019 interests are of importance.","For transactions with related parties that","represent more than 5% 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"89","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-90","location":[[" Proposal for a directive","Recital 19"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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\u2019 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\u2019 assets or","transactions, should be submitted to a vote","by the shareholders in a general meeting, if","these transactions are significant. 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\u2019","approval of the transaction. For","transactions with related parties which are","not on market terms that represent more","than 1% of their assets companies should","publicly announce such transactions at the","time of the conclusion of the transaction,","where these transactions are significant.","Member States should be allowed to","exclude transactions entered into between","the company and its subsidiaries. Member","States should also be able to allow","companies to request the advance approval","by shareholders for certain clearly defined","types of recurrent transactions above 5","percent of the assets, under certain","conditions, in order to facilitate the","conclusion of such transactions by","companies."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"90","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-91","justification":" It is undemocratic that not all shareholders\u00b4 could take part in a vote. Member States should\n also be allowed to exclude transactions entered into between the company and its partly\n owned subsidiaries or joint ventures to not jeopardize European companies' possibilities to\n do business around the world where different caps and rules regarding ownership can apply.","location":[["Proposal for a directive","Recital 19"]],"meps":[114268,124880],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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 should be","submitted either to a vote by the","shareholders in a general meeting or to the","approval of an administrative body of the","company such as independent directors","assessing whether the transaction is fair","and reasonable from the perspective of","the company and consequently its","shareholders. 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. Transactions","entered into in the ordinary course of","business or concluded on market terms or","market equivalent terms should be","excluded. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","or partly owned subsidiaries or joint","ventures. Member States should also be","able to allow companies to request the","advance approval by shareholders or an","independent administrative body for","certain clearly defined types of recurrent","transactions above 5 percent of the assets."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"91","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-92","justification":" It may not be possible to assess whether a transaction is made 'on market terms' as there may\n not be a 'market' per se in relation to a specific transaction.","location":[["Proposal for a directive","Recital 19"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 fair and reasonable from","the perspective of the shareholders,","including minority shareholders. Member","States should be allowed to exclude","transactions entered into between the","company and its wholly owned","subsidiaries, as well as transactions","conducted on standard terms in the","ordinary course of business. Member","States should also be able to allow","companies to request the advance approval","by shareholders for certain clearly defined","types of recurrent transactions above 5","percent of the assets, and to request from","shareholders an advance exemption from","the obligation to produce an independent","third party report for recurrent transactions","above 1 percent of the assets, under certain","conditions, in order to facilitate the","conclusion of such transactions by","companies."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"92","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-93","location":[[" Proposal for a directive","Recital 19"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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\u2019 interests are of importance.","For this reason Member States, depending","on national conditions and practices,","should decide whether the requirement to","hold a shareholder vote is proportionate","for all related party transactions of 5% or","more or whether it should apply only to","transactions which are not concluded on","market terms of the companies\u2019 assets or","transactions which can have a significant","impact on profits or turnover. 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\u2019","approval of the transaction. For","transactions with related parties that","represent more than 0.25 % 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"93","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-94","location":[["Proposal for a directive","Recital 19"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:32"},"new":["(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\u2019 interests are of importance.","For this reason Member States should have","the possibility to ensure that related party","transactions representing more than 5 % of","the companies\u2019 assets 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its group","companies. Member States should also be","able to allow companies to request the","advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies. Member States","should have the possibility to exempt from","the required shareholders' vote day-to-day","transactions that form part of a","company's ordinary business in view of","proportionality and administrative costs."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"94","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-95","location":[["Proposal for a directive","Recital 20"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:33"},"new":["(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)."],"old":["(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, and intermediaries as well as","companies 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)."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"95","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-96","location":[["Proposal for a directive","Recital 21"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:33"},"new":["deleted"],"old":["(21) In order to ensure uniform","conditions for the implementation of the","provisions on shareholder identification,","transmission of information, facilitation","of the exercise of shareholder rights and","the remuneration report, implementing","powers should be conferred on the","Commission. Those powers should be","exercised in accordance with Regulation","(EU) No 182/2011 of the European","Parliament and of the Council20","__________________","20Regulation (EU) No 182/2011 of the","European Parliament and of the Council","of 16 February 2011 laying down the","rules and general principles concerning","mechanisms for control by Member States","of the Commission\u2019s exercise of","implementing powers ( OJ L 55,","28.2.2011, p. 13)."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"96","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-97","location":[[" Proposal for a directive","Recital 22"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:33"},"new":["(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 a","harsher penalty regime by including the","introduction of individual sanctions,","individual fines and directors","disqualifications against the","company's executive directors and proxy","advisors. To that end, penalties should be","sufficiently dissuasive and proportionate."],"old":["(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. To that end, penalties should be","sufficiently dissuasive and proportionate.",""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"97","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-98","location":[["Proposal for a directive","Recital 22"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:33"},"new":["(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."],"old":["(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. To that end, penalties should be","sufficiently dissuasive and proportionate."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"98","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-99","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 \u2013 point a \u2013 introductory part"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:33"},"new":["(a) Paragraph 1 is amended as follows:"],"old":["(a) In Paragraph 1, the following sentence","is added:"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"99","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-100","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 \u2013 point a"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:33"},"new":["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."],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"100","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-101","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 \u2013 point a"],[" Directive 2007/36/EC","Article 1 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:33"},"new":["It also establishes requirements for the","identification of shareholders, the","transmission of information, the","facilitation of shareholder rights and","transparency rules for institutional","investors, asset managers and proxy","advisers and creates additional rights for","shareholders to oversee companies."],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"101","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-102","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 \u2013 point b"],["Directive 2007/36/EC","Article 1 \u2013 paragraph 4"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:33"},"new":["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."],"old":["4. Chapter Ib shall apply to 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"102","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-103","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point h"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:33"},"new":["(h) \u201dshareholder engagement\u2019 includes the","monitoring by a shareholder alone or","together with other shareholders, 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."],"old":["(h) \u201dshareholder engagement\u2019 means the","monitoring by a shareholder alone or","together with other shareholders, 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"103","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-104","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point h"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:33"},"new":["(h) \u201dshareholder engagement\u2019 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."],"old":["(h) \u201dshareholder engagement\u2019 means the","monitoring by a shareholder alone or","together with other shareholders, 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"104","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-105","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point j a (new)"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:33"},"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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"105","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-106","justification":"Including this definition is justified given the acknowledged importance of agents who are\nstrongly influenced by the company\u2019s decisions even though they do not own it.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point j a (new)"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:33"},"new":["(ja) \u2018stakeholder\u2019 means any agent,","person or group whose fate is strongly","influenced by the company\u2019s decisions,","notably clients, suppliers, workers and the","local community."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"106","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-107","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point j a (new)"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:33"},"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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"107","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-108","justification":" It should be possible for Member States to introduce an arrangement that enables\n shareholders to decide whether they wish to communicate with companies in which they\n invest or whether they prefer to remain passive.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 "]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:33"},"new":["1. Member States shall ensure that","companies have the possibility to identify","their shareholders.","Member States may provide that","companies can apply only to have those","shareholders identified who have not","explicitly declined to be identified."],"old":["1. Member States shall ensure that","intermediaries offer to companies the","possibility to have their shareholders","identified."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"108","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-109","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IA \u2013 article 3a \u2013 paragraph 2"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:33"},"new":["2. Member States shall provide and specify","in national legislation 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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"109","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-110","justification":"The automatic erasing of data 24 months after receiving it would significantly hamper the\nkeeping of share registers.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IA \u2013 article 3a \u2013 paragraph 3"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:33"},"new":["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","removal from the register."],"old":["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","receiving it."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"110","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-111","justification":" A conservation period of 24 months is too short. It should be possible for companies to retain\n information on shareholders for five years. A period of five years would also be more\n compatible with the concept of registered shares, where shareholders enter their name and\n address in the company\u2019s share register. A conservation period of only 24 months for\n registered shares would place an additional burden on shareholders, since they would have to\n enter their information repeatedly in order to be able to exercise their rights.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IA \u2013 article 3a \u2013 paragraph 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:33"},"new":["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 5 years after","receiving it."],"old":["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 receiving it."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"111","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-112","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IA \u2013 article 3a \u2013 paragraph 4"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["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 administrative provision."],"old":["4. Member States shall ensure 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","","","administrative provision."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"112","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-113","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IA \u2013 article 3a \u2013 paragraph 5"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["deleted"],"old":["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 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)."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"113","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-114","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IA \u2013 article 3b \u2013 paragraph 1 \u2013 introductory part"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["1. Member States shall ensure that insofar","as a company does not directly","communicate with its shareholders, the","information related to their shares shall be","transmitted to them or, in accordance with","the instructions given by the shareholder,","to a third party, by the intermediary","without undue delay in at least the","following cases:"],"old":["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","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:"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"114","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-115","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IA \u2013 article 3b \u2013 paragraph 1 \u2013 introductory part"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:34"},"new":["1. Member States shall ensure that if it is","not possible to identify shareholders in","accordance with Article 3a and a company","cannot directly communicate with its","shareholders, the information related to","their shares shall be made available online","and transmitted to them or, in accordance","with the instructions given by the","shareholder, to a third party, by the","intermediaries without undue delay in all","of the following cases:"],"old":["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","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:"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"115","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-116","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IA \u2013 article 3b \u2013 paragraph 5"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["deleted"],"old":["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. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a (2)."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"116","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-117","justification":"The costs and significant burden that would result from notifying all the shareholders who\nhad cast a vote would be disproportionately high, particularly in the case of general\nmeetings. Confirmation should therefore be transmitted only where shareholders request it.\nCompanies should also have the option of publishing confirmation of the votes cast on their\nwebsites.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IA \u2013 article 3c \u2013 paragraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:34"},"new":["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."],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","shareholders. 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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"117","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-118","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IA \u2013 article 3c \u2013 paragraph 2"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["2. Member States may take measures","to ensure that companies confirm the votes","cast in general meetings by or on behalf of","shareholders. 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."],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","shareholders. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"118","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-119","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IA \u2013 article 3c \u2013 paragraph 3"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["deleted"],"old":["3. The Commission shall be empowered to","adopt implementing acts to specify the","requirements to facilitate the exercise of","shareholder rights laid down in","paragraphs 1 and 2 of this Article","including as regards the type and content","of the facilitation, the form of the voting","confirmation 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)."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"119","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-120","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IA \u2013 article 3d \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:34"},"new":["1. Member States shall ensure that","intermediaries publicly disclose prices, fees","and any other charges separately for each","service referred to in this chapter."],"old":["1. Member States shall allow","intermediaries to charge prices or fees for","the service to be provided under this","chapter. Intermediaries shall publicly","disclose prices, fees and any other charges","separately for each service referred to in","this chapter."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"120","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-121","justification":" The directive mentions the importance of stakeholders but the text itself is not consistent with\n this statement. Moreover, the directive indicates that shareholders prefer immediate profits\n and thereby interfere with the long-term vision of undertakings. Involving stakeholders in the\n strategic management of companies is therefore vital in order to guarantee a sustainable\n long-term vision.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 1 \u2013 point f a (new)"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:34"},"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."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"121","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-122","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 2 \u2013 point a"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:34"},"new":["(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;"],"old":["(a) 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;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"122","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-123","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 2 \u2013 point b"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:34"},"new":["(b) a director of the proxy advisor, the","institutional investor or the asset manager","is also a director of the investee company;"],"old":["(b) a director of the institutional investor or","the asset manager is also a director of the","investee company;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"123","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-124","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 2 \u2013 point c"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:34"},"new":["(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;"],"old":["(c) an asset manager managing the assets","of an institution for occupational retirement","provision invests in a company that","contributes to that institution;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"124","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-125","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 2 \u2013 point d"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:34"},"new":["(d) the proxy advisor, the institutional","investor or asset manager is affiliated with","a company for whose shares a takeover bid","has been launched."],"old":["(d) the institutional investor or asset","manager is affiliated with a company for","whose shares a takeover bid has been","launched."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"125","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-126","justification":" If companies were obliged to publish such information on their websites, this would create a\n significant bureaucratic burden, since the engagement policies of individual institutional\n investors and asset managers would have to be published. Such a bureaucratic burden should\n be rejected. Consequently, this information should be made available on the websites of\n institutional investors and asset managers themselves.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:34"},"new":["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, free of charge,","on the institutional investor\u2019s and asset","manager's website. 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."],"old":["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. 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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"126","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-127","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 3"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:34"},"new":["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 also be available on the","company's website. Proxy advisors,","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 a proxy advisor or an","institutional investor, the proxy advisor","and the institutional investor shall make a","reference as to where such voting","information has been published by the","asset manager."],"old":["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. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"127","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-128","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 3"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:34"},"new":["3. Member States may take measures to","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","insofar as disclosure does not influence","the competitive position of the relevant","company in a negative way. The","information referred to in the first sentence","shall at least be available on the company's","website. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"128","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Georgios Kyrtsos","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-129","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 3"]],"meps":[125063],"meta":{"created":"2019-07-03T06:16:35"},"new":["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."],"old":["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. 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."],"orig_lang":"el","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"129","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-130","justification":"All institutional investors and asset managers should publish their engagement policy. To\nleave it to the individual firm to decide whether to comply or explain why they decided not to\ndevelop an engagement policy, undermine the effectiveness of this article and distort the level\nplaying field between the different asset managers and institutional investors.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3f \u2013 paragraph 4"]],"meps":[125020],"meta":{"created":"2019-07-03T06:16:35"},"new":["deleted"],"old":["4. Where institutional investors or asset","managers decide not to develop an","engagement policy 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"130","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-131","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 1"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:35"},"new":["1. Member States may take measures","to ensure that institutional investors","disclose to the public how their equity","investment strategy (\u201cinvestment strategy\u201d)","is aligned with the profile and duration of","their liabilities and how it contributes to the","medium to long-term performance of their","assets. This should only be done if","disclosure does not influence the","competitive position of the relevant","company in a negative way. The","information referred to in the first sentence","shall at least be available on the company's","website as long as it is applicable."],"old":["1. Member States shall ensure that","institutional investors disclose to the public","how their equity investment strategy","(\u201cinvestment strategy\u201d) is aligned with the","profile and duration of their liabilities and","how it contributes to the medium to long-","term performance of their assets. The","information referred to in the first sentence","","","shall at least be available on the company's","website as long as it is applicable."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"131","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-132","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 2 \u2013 introductory part"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:35"},"new":["2. Where an asset manager invests on","behalf of an institutional investor on a","discretionary client-by-client basis, the","institutional investor shall annually","disclose to the public the main elements of","the arrangement with the asset manager","with regard to the following issues:"],"old":["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 the main","elements of the arrangement with the asset","manager with regard to the following","issues:"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"132","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-133","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 2 \u2013 point a"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:35"},"new":["deleted"],"old":["(a) whether and to what extent it","incentivises the asset manager to align its","investment strategy and decisions with the","","profile and duration of its liabilities;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"133","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-134","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 2 \u2013 point c"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:35"},"new":["deleted"],"old":["(c) the method and time horizon of the","evaluation of the asset manager\u2019s","performance, and in particular whether,","and how this evaluation takes long-term","absolute performance into account as","opposed to performance relative to a","benchmark index or other asset managers","pursuing similar investment strategies;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"134","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-135","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 2 \u2013 point d"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:35"},"new":["deleted"],"old":["(d) how the structure of the consideration","for the asset management services","contributes to the alignment of the","investment decisions of the asset manager","with the profile and duration of the","liabilities of the institutional investor;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"135","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-136","justification":" Some parts of Article 3g reflect a misunderstanding of the relationship between institutional\n investors and asset managers. In addition, collective investment schemes should not be\n included because, due to the plurality of the funds an institutional investor invests in, this\n provision of Article 3g would be unworkable.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 2 \u2013 point e"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:35"},"new":["deleted"],"old":["(e) the targeted portfolio turnover or","turnover range, the method used for the","turnover calculation, and whether any","procedure is established when this is","exceeded by the asset manager;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"136","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Paul Tang","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-137","justification":"All institutional investors and asset managers should publish these aspects of their investment\nstrategy. To leave it to the individual firm to decide whether to comply or explain why they\ndecided not to publish certain aspects of their investment strategy undermines the\neffectiveness of this article and distorts the level playing field between the different asset\nmanagers and institutional investors.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3g \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[125020],"meta":{"created":"2019-07-03T06:16:35"},"new":["deleted"],"old":["Where the arrangement with the asset","manager does not contain one or more of","the elements referred to in points (a) to","(f), the institutional investor shall give a","clear and reasoned explanation as to why","this is the case."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"137","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-138","justification":"This article cannot be applied to collective investment schemes, only individual mandates.\nCollective investment schemes such as UCITS and AIF typically have a prospectus\nrequirement (UCITS Directive) or an information requirement (AIFMD), legally requiring\nthem to detail their investment strategy. It is up to the institutional investor to determine\nwhether this information is required more frequently than annually. Of course, when\nimportant changes occur, the asset manager has to inform clients.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3h \u2013 paragraph 1"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:35"},"new":["1. Member States shall ensure that asset","managers disclose annually and where","necessary to the institutional investor with","which they have entered into the","arrangement referred to in Article 3g(2) in","individual mandates how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"old":["1. Member States shall ensure that asset","managers disclose on a half-yearly basis to","the institutional investor with which they","have entered into the arrangement referred","to in Article 3g(2) how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"138","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-139","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3h \u2013 paragraph 1"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:35"},"new":["1. Member States may take measures to","ensure that asset managers disclose on a","half-yearly basis to the institutional","investor with which they have entered into","the arrangement referred to in Article 3g(2)","how their investment strategy and","implementation thereof complies with that","arrangement and how the investment","strategy and implementation thereof","contributes to medium to long-term","performance of the assets of the","institutional investor."],"old":["1. Member States shall ensure that asset","managers disclose on a half-yearly basis to","the institutional investor with which they","have entered into the arrangement referred","to in Article 3g(2) how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"139","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-140","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3h \u2013 paragraph 2 \u2013 introductory part"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:35"},"new":["2. Member States may take measures","to ensure that asset managers disclose to","the institutional investor on a half-yearly","basis all of the following information:"],"old":["2. Member States shall ensure that asset","managers disclose to the institutional","investor on a half-yearly basis all of the","following information:"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"140","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-141","justification":"It must be made clear that the proxy advisor\u2019s own interests must take second place. This\nprovision should therefore be strengthened and expanded.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:35"},"new":["1. Member States shall ensure that proxy","advisors make recommendations on the","exercise of voting rights on individual","items on the agenda available to","shareholders in good time. Advisors shall","be guided by the interests of the","shareholder and shall make","organisational arrangements to ensure","that they are not influenced by their own","interests. Proxy advisors shall point out","that they will exercise their voting rights","in accordance with their own proposals if","shareholders do not issue different","instructions in time.","Member States shall ensure that proxy","advisors adopt adequate measures to","guarantee accurate and reliable voting","recommendations that are based on a","thorough analysis of all the information","that is available to them."],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"141","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-142","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 1"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:35"},"new":["1. Member States shall ensure that proxy","advisors adopt and implement adequate","measures to guarantee that their voting","recommendations are accurate, reliable","and in the best interest of this client, based","on a thorough analysis of all the","information that is available to them."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"142","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-143","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 2 \u2013 introductory part"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:35"},"new":["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:"],"old":["2. Proxy advisors shall on an annual basis","publicly disclose all of the following","information in relation to the preparation of","their voting recommendations:"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"143","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-144","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 2 \u2013 point d"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:35"},"new":["(d) the extent and nature of dialogues with","the companies which are the object of their","voting recommendations;"],"old":["(d) whether they have dialogues with the","companies which are the object of their","voting recommendations, and, if so, the","","extent and nature thereof;"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"144","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-145","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 2 \u2013 point d"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:35"},"new":["(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;"],"old":["(d) whether they have dialogues with the","companies which are the object of their","voting recommendations, and, if so, the","extent and nature thereof;"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"145","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-146","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 2 \u2013 point f"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:35"},"new":["(f) the total number of voting","recommendations and identification of","stakeholders provided in the last year."],"old":["(f) the total number of voting","recommendations provided in the last year."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"146","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato","changes":{},"committee":["ECON"],"compromise":[" on behalf of the Verts/ALE Group"],"date":"2015-01-07T00:00:00","id":"PE546.552-147","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:35"},"new":["That information shall be published on","their website and remain available for at","least five years from the day of publication."],"old":["That information shall be published on","their website and remain available for at","least three years from the day of","publication."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"147","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-148","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter IB \u2013 article 3i \u2013 paragraph 3"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:35"},"new":["3. Member States shall ensure that proxy","advisors guarantee without undue delay to","their clients and the company concerned no","actual or potential conflict of interest or","business relationships that may influence","the preparation of the voting","recommendations and the actions they have","undertaken to eliminate or mitigate the","actual or potential conflict of interest.\u201c"],"old":["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","voting recommendations and the actions","they have undertaken to eliminate or","mitigate the actual or potential conflict of","interest.\u201c"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"148","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-149","justification":"Member States should be able to decide whether the vote will be legally binding or only\nadvisory. Given that both procedures are satisfactory in the Member States, it is difficult to\njudge which procedure is better. There is therefore no need for a uniform procedure at EU\nlevel. There is also no need for shareholders to vote on a remuneration policy that has\nalready been approved in the past. A vote should be held only where a change in the\nremuneration policy is proposed.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:36"},"new":["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 pay","remuneration to their directors in","accordance with this remuneration policy.","This remuneration policy shall be","submitted to a vote by the shareholders in","the event of a proposed change to the","policy."],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"149","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-150","justification":" In terms of remuneration a three year period is relatively long. By requiring yearly approval\n of the remuneration policy by shareholders, the content of the policy can be more concrete\n and is control by shareholders over remuneration effectively secured.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[125020],"meta":{"created":"2019-07-03T06:16:36"},"new":["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 every year."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"150","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-151","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:36"},"new":["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","second year."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"151","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-152","justification":"Once again the proposal is not consistent. It criticises wage disparities in companies but does\nnot put forward any truly substantial measures to reduce them. This ceiling is based on\nresearch that has found scandalous ratios of 1 to 86 on average in the European Union, and\nis also supported by opinion surveys that have revealed deep disquiet at this totally unjustified\ndegree of inequality.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:36"},"new":["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."],"old":["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."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"152","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-153","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[125019,124880],"meta":{"created":"2019-07-03T06:16:36"},"new":["1. Member States may take measures","to ensure that shareholders have the right to","vote on the remuneration policy as regards","directors. In that case, 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."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"153","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-154","justification":" Companies should be given greater flexibility in respect of remuneration policy.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:36"},"new":["Companies may, in case of recruitment of","new board members, decide to pay","remuneration to an individual director","outside the remuneration policy submitted","to the shareholders. The derogation from","and the related change in the","remuneration policy shall be presented for","approval at the next annual general","meeting."],"old":["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","shareholders."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"154","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-155","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:36"},"new":["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."],"old":["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","shareholders."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"155","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-156","justification":"In the event that a proposed policy is rejected by shareholders, the Directive should, for\nreasons of legal certainty, specify the consequences for the remuneration policy.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2 a (new)"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:36"},"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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"156","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-157","justification":" Companies should not be obliged to publish sensitive information that may be detrimental to\n their interests.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:36"},"new":["The policy shall explain how it contributes","to the company strategy and the long-term","interests and sustainability of the company.","It shall set out the essential components of","fixed and variable remuneration clearly","and comprehensively, without thereby","disclosing sensitive information."],"old":["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 benefits in","whatever form."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"157","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-158","justification":"In order to allow shareholders maximum discretion in deciding on remuneration, the relevant\nprovisions on the individual elements of the remuneration policy should not be too detailed.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:36"},"new":["deleted"],"old":["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","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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"158","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-159","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:36"},"new":["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."],"old":["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","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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"159","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-160","justification":" It is difficult to define effective or real \u2018average remuneration\u2019 in the case of cross-border\n companies. Simpler calculation methods should therefore be chosen. Furthermore, the\n usefulness of information about the ratio of average compensation is questionable. The ratio\n\nper se does not explain the reasons for the difference between the two levels. A qualitative\nexplanation on determining remuneration policy would be more useful. The important thing is\nthat shareholders should vote on the remuneration policy.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:36"},"new":["The policy shall indicate the 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."],"old":["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","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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"160","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-161","justification":"The aim is to better align the information provided with the objectives to improve long-term\nmanagement and investment in the company","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:36"},"new":["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."],"old":["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 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"161","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Paul Tang","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-162","justification":" The ratio between remuneration for directors and remuneration employees of a firm give\n essential insight in the remuneration policy. To be able to properly compare firms and\n industries on this metric, it should not be allowed to withhold this information.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[125020],"meta":{"created":"2019-07-03T06:16:36"},"new":["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."],"old":["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 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"162","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-163","justification":"Underpins the remarks made concerning Article 9.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:36"},"new":["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."],"old":["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 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."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"163","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-164","justification":" In order to allow shareholders maximum discretion in deciding on remuneration, the relevant\n provisions on the individual elements of the remuneration policy should not be too detailed.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 3"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:36"},"new":["deleted"],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"164","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-165","justification":" In order to allow shareholders maximum discretion in deciding on remuneration, the relevant\n provisions on the individual elements of the remuneration policy should not be too detailed.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:36"},"new":["deleted"],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"165","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-166","justification":"In order to allow shareholders maximum discretion in deciding on remuneration, the relevant\nprovisions on the individual elements of the remuneration policy should not be too detailed.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:36"},"new":["deleted"],"old":["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 the previous","years."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"166","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-167","justification":" It would be more appropriate to take into account votes by shareholders.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["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 votes of shareholders on the","policy and report in the previous years."],"old":["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 the previous years."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"167","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-168","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["4. Member States shall ensure that after a","vote by the shareholders the policy is made","public without delay and available on the","company's website at least as long as it is","applicable."],"old":["4. Member States shall ensure that after","approval by the shareholders the policy is","made public without delay and available on","the company's website at least as long as it","is applicable."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"168","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-169","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory part"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["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:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"169","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-170","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory part"]],"meps":[125019,124880],"meta":{"created":"2019-07-03T06:16:37"},"new":["1. Member States may take measures to","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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain the","following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"170","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-171","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point c"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["(c) any remuneration received by or still","due to directors of the company from any","undertaking belonging to the same group;"],"old":["(c) any remuneration received by directors","of the company from any undertaking","belonging to the same group;"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"171","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-172","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point d"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["(d) the number of shares and share options","granted, and the main conditions for the","exercise of the rights including the exercise","price and date and any change thereof;"],"old":["(d) the number of shares and share options","granted or offered, and the main conditions","for the exercise of the rights including the","exercise price and date and any change","thereof;"],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"172","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-173","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point f"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:37"},"new":["(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."],"old":["(f) information on how the remuneration of","directors was established, including on the","role of the remuneration committee."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"173","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-174","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point f"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["(f) information on how the remuneration of","directors was established, including on the","role of the remuneration committee, where","applicable."],"old":["(f) information on how the remuneration of","directors was established, including on the","role of the remuneration committee."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"174","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-175","justification":"Including the distribution of total remuneration among the undertaking\u2019s employees and\ndirectors offers a means of monitoring compliance with the rules laid down by the directive.\nAt the same time, it can also provide a means of promoting the values of equity in companies,\nfostering a vision of a fair company based on solidarity where the wealth created is more\nequitably distributed among all those who contributed to its creation.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point f a (new)"]],"meps":[125100],"meta":{"created":"2019-07-03T06:16:37"},"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."],"orig_lang":"pt","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"175","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-176","justification":" .As a vote has already been held on the remuneration policy, Member States should be free to\n decide whether they want to introduce an additional shareholder vote on the remuneration\n report. If the remuneration report is rejected, companies must be able to understand why the\n remuneration report has been rejected by the shareholders in order to change the next\n remuneration report accordingly.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["3. Member States may provide that","shareholders are given 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 request the shareholders to","issue a statement in order to identify the","reasons for the rejection. The company","shall explain in the next remuneration","report whether or not and, if so, how, the","vote and statement of the shareholders has","been taken into account."],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"176","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-177","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[125019,124880],"meta":{"created":"2019-07-03T06:16:37"},"new":["3. Member States may grant shareholders","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 should identify why the","shareholders voted against the report.","Furthermore, it should explain in the next","remuneration report whether or not and, if","so, how, the vote of the shareholders has","been taken into account."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"177","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-178","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 4"]],"meps":[125019,124880],"meta":{"created":"2019-07-03T06:16:37"},"new":["deleted"],"old":["4. The Commission shall be empowered to","adopt implementing acts to specify the","standardised presentation of the","information laid down in paragraph 1 of","this Article. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a (2)."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"178","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-179","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:37"},"new":["1. Member States shall ensure that","companies, in case of transactions with","related parties that represent more than 5%","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. 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."],"old":["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. 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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"179","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-180","justification":"This rule should be applied only to material transactions that are not conducted on market\nterms. The added value of the requirement that an independent third party should report on the\nwhether market terms obtained is questionable. This report only increases the company's costs\nfor transactions with related parties and persons. In addition, the costs of this report are\nunderestimated.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:37"},"new":["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 where these transactions","are material. 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."],"old":["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. 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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"180","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-181","justification":"Additional disclosure requirements related to an independent third party report would result\nin the publication of commercially sensitive information, placing the company at a\ncompetitive disadvantage, which would in turn have negative implications for the company\n\n\n and all its shareholders. Providing such a report also creates excessive administrative burden\n and costs to companies and its shareholders.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[114268,124880],"meta":{"created":"2019-07-03T06:16:37"},"new":["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. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"181","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-182","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:38"},"new":["1. Member States may take measures","to 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. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"182","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-183","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:38"},"new":["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 fair and reasonable from the","perspective of the shareholders, including","minority shareholders. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"183","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-184","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:38"},"new":["deleted"],"old":["Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions","with an identified related party in a period","of not longer than 12 months after","granting the exemption. Where the related","party transactions involve a shareholder,","","this shareholder shall be excluded from","the vote on the advance exemption."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"184","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Markus Ferber","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-185","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2"]],"meps":[1917],"meta":{"created":"2019-07-03T06:16:38"},"new":["deleted"],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval.","Member States may provide that","companies can request the advance","approval by shareholders of the","transactions referred to in subparagraph","1 in case of clearly defined types of","recurrent transactions with an identified","related party in a period of not longer","than 12 months after the advance","approval of the transactions. Where the","related party transactions involve a","shareholder, this shareholder shall be","excluded from the vote on the advance","approval."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"185","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-186","justification":"For reasons of legal certainty, the words \u2018or transactions which can have a significant impact\non profits or turnover\u2019 should be deleted. It is unclear what this significant impact might be.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:38"},"new":["2. Member States shall ensure that","transactions that are not conducted on","market terms with related parties","representing more than 5% of the","companies\u2019 assets, are submitted to a vote","by the shareholders in a general meeting,","where these transactions are material.","Where the related party transaction","involves a shareholder, this shareholder","shall be excluded from that vote. The","company shall not conclude the transaction","before the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"186","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-187","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:38"},"new":["2. Member States may take measures","to ensure that transactions with related","parties representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"187","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-188","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[114268,124880],"meta":{"created":"2019-07-03T06:16:38"},"new":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies' assets are either submitted to a","vote by the shareholders in a general","meeting or to the approval of an","administrative body of the company such","as the independent directors or the audit","committee or another committee the","majority of which is composed by","independent directors, assessing whether","or not the transaction is fair and","reasonable from the perspective of the","company and consequently its","shareholders."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"188","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-189","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:38"},"new":["2. Member States shall, depending on","national conditions and practices, decide","whether the requirement to hold a","shareholder vote is proportionate for all","transactions with related parties","representing more than 5% of the","companies\u2019 assets or whether it should","apply only to transactions which are not","concluded on market terms. Where the","related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"189","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-190","justification":" It would be very expensive and disproportionate if the Directive were to cover every\n transaction carried out in the ordinary course of business on market terms. If the Directive\n covers transactions carried out in the ordinary course of company business, this will have a\n negative impact because it will lead to greater uncertainty in the planning of company\n activities.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 3 a (new)"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:38"},"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."],"old":[""],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"190","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-191","justification":" It would be very cumbersome and disproportionate to cover every transaction, including\n those entered into in the ordinary course of business or concluded on market terms or on\n market equivalent terms. If the obligations are applied to companies\u2019 normal business\n operations, that also triggers uncertainty in the planning of business operations and opens up\n a possibility for malpractices.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3 a (new)"]],"meps":[114268,124880],"meta":{"created":"2019-07-03T06:16:38"},"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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"191","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-192","justification":"The exemption for transactions with members of the group that are wholly owned by the\ncompany should be extended. The Directive should also make it possible to exempt members\nthat are not wholly owned by the company from the provisions of this Article. The proposal is\nparticularly unsuitable for group structures with subsidiaries in which the latter play an\nessential role in the production chain of the group, especially where close economic relations\nexist between the companies belonging to the group.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:16:38"},"new":["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."],"old":["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."],"orig_lang":"de","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"192","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Ashley Fox","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-193","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[96957],"meta":{"created":"2019-07-03T06:16:38"},"new":["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."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"193","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Cora van Nieuwenhuizen","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-194","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[125019],"meta":{"created":"2019-07-03T06:16:38"},"new":["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.","Member States may exclude day-to-day","transactions that form part of a","company's ordinary business."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"194","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":" Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-195","justification":"Original wording only covers a very limited proportion of normal related-party transactions\nbetween companies in the same group. i.e. the exclusion would only be applicable for\ntransactions between a company and its wholly (100%) owned subsidiaries. The original\nwording is also problematic for joint ventures. In order to be useful, applicable and to reduce\nunnecessary administrative burdens it should have some flexibility so that the most relevant\nrelated-party transactions can be covered.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[114268,124880],"meta":{"created":"2019-07-03T06:16:38"},"new":["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."],"old":["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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"195","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-196","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive 2007/36/EC","Chapter IIA \u2013 article 14b \u2013 paragraph 1"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:38"},"new":["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."],"old":["Member States shall lay down the rules on","penalties applicable to infringements of the","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."],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"196","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-197","location":[[" Proposal for a directive","Article 2 \u2013 paragraph -1(new)"],[" Directive 2013/34/EC","Article 18 a (new)"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:38"},"new":["The following Article is inserted:","\u201cArticle 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)."],"old":[""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"197","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Molly Scott Cato on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2015-01-07T00:00:00","id":"PE546.552-198","location":[["Proposal for a directive","Article 2 a (new)"],["Directive 2004/109/EC","Article 16 a (new)"]],"meps":[124942],"meta":{"created":"2019-07-03T06:16:39"},"new":["Article 2a","Amendments to Directive 2004/109/EC","Directive 2004/109/EC is amended as","follows:","The following Article 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 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 with","companies with whom they have made","investments","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.","4. 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.\""],"old":["",""],"orig_lang":"en","peid":"PE546.552v01-00","reference":"2014/0121(COD)","seq":"198","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-546552_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-290","justification":"The provision in the commission proposal for article 9a are far too detailed. It would add\nhigh administrative burdens on companies with minimal benefit to society, markets or\nshareholders. The existing directive already gives (in article 6) the possibility for minority\nshareholders to place items on the agenda of the general meeting and this should be a\nsufficient safeguard.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:21"},"new":["deleted"],"old":["Article 9a","Right to vote on the remuneration policy","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.","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","shareholders.","2. Member States shall ensure that the","policy is clear, understandable, in line","with the business strategy, objectives,","values and long-term interests of the","company and that it incorporates","measures to avoid conflicts of interest.","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","benefits in whatever form.","","","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","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.","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 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.","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 the previous","","","years.","4. Member States shall ensure that after","approval by the shareholders the policy is","made public without delay and available","on the company's website at least as long","as it is applicable."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"290","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-291","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:21"},"new":["1. Member States shall ensure that","companies establish a 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."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"291","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-292","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1."]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:21"},"new":["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. Any","substantial change to the remuneration","policy shall be submitted for approval by","the shareholders."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"292","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-293","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[23704],"meta":{"created":"2019-07-03T06:54:21"},"new":["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 year."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"293","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Laura Ferrara","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-294","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Direttiva 2007/36/CE","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124833],"meta":{"created":"2019-07-03T06:54:21"},"new":["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. Any changes to","this policy shall be approved by","shareholders. The shareholders shall","confirm or amend the remuneration","policy at least every three years."],"old":["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."],"orig_lang":"it","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"294","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-295","justification":" In event of substantial changes before the three year deadline, the policy should be submitted\n to the shareholders when relevant.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:22"},"new":["1. Member States shall ensure that","companies draw up a remuneration policy","as regards directors and submit it for","approval at the general meeting.","Companies shall only pay remuneration to","their directors in accordance with a","remuneration policy that has been","approved at the general meeting. The","policy shall be submitted for approval by","the shareholders at least every three years","or in the event of substantial changes."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"295","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-296","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124742],"meta":{"created":"2019-07-03T06:54:22"},"new":["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. Any change in","that policy shall be subject to the approval","of the shareholders and the policy shall be","submitted for approval by the shareholders","at least every three years."],"old":["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."],"orig_lang":"pt","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"296","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-297","justification":"In event of substantial changes before the three year deadline, the policy should be submitted\nto the shareholders when relevant.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:22"},"new":["1. Member States shall ensure that","companies draw up a remuneration policy","as regards directors and submit it for","approval at the general meeting.","Companies shall only pay remuneration to","their directors in accordance with a","remuneration policy that has been","approved at the general meeting. The","policy shall be submitted for approval by","the shareholders at least every three years","or in the event of substantial changes."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"297","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-298","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:22"},"new":["Member States shall ensure that companies","draw up a remuneration policy as regards","directors. Companies shall only pay","remuneration to their directors in","accordance with that remuneration policy.","Member States shall ensure that","shareholders have the right to approve","either the remuneration policy as regards","directors or the remuneration report for","the previous year as provided for in","Article 9b.","If shareholders have the right to vote on","the remuneration policy, that policy must","be submitted to them for approval at least","every three years or every time it is","changed.","Member States may stipulate that the vote","by shareholders on the remuneration","policy is advisory, provided that, if the","shareholders reject the remuneration","policy, the board then reviews that policy","and notifies its conclusions to the","shareholders at the latest at the next","general meeting.","If shareholders have the right to vote only","on the remuneration report for the","previous year, and if they rejected that","report, the board shall review the","remuneration policy and notify its","conclusions to the shareholders at the","latest at the next general meeting."],"old":["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.","",""],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"298","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-299","justification":"This amendment gives Member States the option of allowing the ex ante shareholders\u2019 vote on\nremuneration policy also to be an advisory vote, in accordance with a principle-based\napproach. Indeed, as the experience of some Member States has shown, in which\nremuneration policy is subject to a non-binding vote, this is sufficiently effective, as it is\nunlikely that boards do not take into consideration the general meeting vote.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:22"},"new":["1. Member States shall ensure that","companies establish a remuneration policy","as regards directors. Companies shall only","pay remuneration to their directors in","accordance with a remuneration policy.","Member States shall ensure that","shareholders have the right to vote on the","remuneration policy. Such vote shall be","binding. However, Member States may","provide an advisory vote, provided that","where shareholders vote against the","remuneration policy and where the","company identifies the reasons for the","rejection, it shall explain in the next","general meeting whether or not and, if so,","how, the vote of the shareholders has been","taken into account. The policy shall be","submitted to a vote by the shareholders","each time there is a material change to","the policy and in any case at least every","five years."],"old":["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.",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"299","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-300","justification":" The proposed changes take account of the traditional structure of public limited liability\n companies and their supervisory mechanisms in many Member States. Enabling the general\n meeting (alone) to decide on remuneration policy would lead to a fundamental shift in\n supervisory and other powers.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:22"},"new":["1. Member States shall ensure that","companies draw up a remuneration policy","for corporate governance. This policy","shall ensure that shareholders have the","right to vote on the remuneration policy as","regards directors. The result of the vote at","the general meeting shall be","recommendatory in nature. The policy","shall be submitted for approval by the","shareholders at least every three years."],"old":["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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"300","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-301","justification":" It is unnecessary to make a vote mandatory at regular intervals, because shareholders\n according to the current shareholder rights directive already have a right both to demand\n such a vote and to demand a discussion on the current remuneration policy. It is therefore\n sufficient to require that the policy is submitted for approval by the general meeting when\n there is a proposal for amending the policy, regardless whether the proposal originates from\n the Board or from individual shareholders. At least this should be a Member State option.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:22"},"new":["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."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"301","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-302","justification":"In two-tier company law systems, Member States must continue to have the freedom to choose\nwhether a vote on remuneration issues in the general meeting will be binding or advisory in\nnature.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:22"},"new":["1. Member States shall ensure that","companies introduce a remuneration","policy as regards directors. Member States","shall also ensure that shareholders can","hold an advisory or binding vote on this","remuneration policy. Companies shall pay","remuneration to their directors in","accordance with this remuneration policy.","Changes in the remuneration policy shall","be submitted to an advisory or binding","vote by shareholders."],"old":["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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"302","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-303","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 a \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:22"},"new":["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. Any change in","the policy shall be approved by the","shareholders and the policy shall be","submitted for approval by the latter at least","every three years."],"old":["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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"303","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-304","justification":" Subparagraph 2 introduces uncertainty and unpredictability and may lead to conflict between\n newly recruited directors and a company, therefore it should be replaced by the provision\n allowing company to establish internal procedure","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:22"},"new":["deleted"],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"304","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-84","location":[["Proposal for a directive","Title"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:24"},"new":["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 in listed","companies, large companies and large","groups, Directive 2013/34/EU as regards","certain elements of the corporate","governance statement and Directive","2004/109/EC","(Text with EEA relevance)"],"old":["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 and Directive","2013/34/EU as regards certain elements of","the corporate governance statement","(Text with EEA relevance)"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"84","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-305","location":[[" Proposal for a directive","Article 1 \u2013 point 4"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:22"},"new":["deleted"],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"305","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-85","location":[["Proposal for a directive","Recital 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:24"},"new":["(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.","__________________","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 (OJ L","184, 14.7.2007, p. 17).","15a Directive2013/34/EU of the European","Parliament and of the Council of 26 June","2013 on the annual financial statements,","consolidated financial statements and","related reports of certain types of","undertakings, amending Directive","2006/43/EC of the European Parliament","and of the Council and repealing Council","Directives 78/660/EEC and 83/349/EEC","(OJ L 182, 29.6.2013, p. 19)."],"old":["(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.","","__________________","15Directive 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 (OJ L","184, 14.7.2007, p. 17)."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"85","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-306","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:22"},"new":["deleted"],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"306","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-86","location":[[" Proposal for a directive","Recital 2"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:24"},"new":["(2) The financial crisis has revealed that","shareholders in many cases supported","managers' excessive short-term risk taking."],"old":["(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 \u2018monitoring\u2019 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"86","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-307","justification":" The proposed flexibility in subparagraph 2 to pay outside the approved policy provides no\n real flexibility. Ex ante shareholder approval of the individual remuneration package is not\n more flexible than ex ante shareholder approval of a revised policy, and no director\n candidate would agree to a provisional agreement pending approval by the shareholders. The\n latter could take months, would be burdensome and \u2013 if shareholders are really to assess the\n justification of the remuneration package - would entail disclosure of the identity of the\n candidate. No candidate would endure that. Instead, the policy itself must be flexible.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:23"},"new":["deleted"],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"307","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-308","justification":"the reference to the individual remuneration package is unclear","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007 36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:23"},"new":["Companies may, in case of recruitment of","new board members, decide to pay","remuneration to an individual director","outside the approved policy, where the","basic elements of 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","shareholders."],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"308","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-87","location":[["Proposal for a directive","Recital 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:24"},"new":["(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 \u201cmonitoring\u201d of","investee companies and engagement by","institutional investors and asset managers","is inadequate."],"old":["(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 \u201cmonitoring\u201d 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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"87","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-309","justification":" The proposal provides that in case of recruitment of new board members, the company may\n pay them remuneration that is not included in the voted remuneration policy, where the latter\n has been approved by shareholders. This is not very clear and could persuade qualified\n professionals to move away from European companies. The provision should be replaced by a\n more flexible one, which allows the payment of remuneration which is not included in the\n remuneration policy adopted.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:23"},"new":["Companies may decide to pay","remuneration to an individual director","outside the voted policy, where the","remuneration package of the individual","director is submitted to a vote by the","shareholders at the following general","meeting."],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"309","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-88","location":[["Proposal for a directive","Recital 2"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:24"},"new":["(2) The financial crisis has revealed that","shareholders in many cases supported","managers' excessive short-term risk taking."],"old":["(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 \u2018monitoring\u2019 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"88","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Laura Ferrara","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-310","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[124833],"meta":{"created":"2019-07-03T06:54:23"},"new":["Where there is no remuneration policy, or","the draft remuneration policy submitted to","shareholders has not been approved,","remuneration of directors shall be","temporarily based on minimum levels","provided for under current practice, until","a new draft remuneration policy has been","approved."],"old":["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","shareholders."],"orig_lang":"it","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"310","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-89","location":[[" Proposal for a directive","Recital 2 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:24"},"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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"89","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-311","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:23"},"new":["If it previously had no remuneration","policy and the shareholders rejected the","draft remuneration policy submitted to","them, the company may, whilst","reconsidering the draft policy, remunerate","its executives in accordance with the","existing arrangements for a period which","may not exceed one year.","In cases where a remuneration policy has","been adopted and the shareholders have","rejected the draft new policy submitted to","them within the three-year period laid","down in the first subparagraph, the","company may, whilst reworking the draft","and for a period of no longer than one","year, pay remuneration to its executives in","accordance with the expired policy."],"old":["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","shareholders."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"311","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss, Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-90","justification":"Existing differences between national shareholder identification systems must not be\nneglected.","location":[[" Proposal for a directive","Recital 4"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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."],"old":["(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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"90","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-91","location":[["Proposal for a directive","Recital 6"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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","for the benefit of the shareholder, upon","receipt of the shareholder\u2019s explicit","authorisation and instruction in writing."],"old":["(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","upon the explicit authorisation and","instruction of the shareholder and for his","benefit."],"orig_lang":"bg","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"91","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-312","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:23"},"new":["deleted"],"old":["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","shareholders."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"312","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-92","location":[["Proposal for a directive","Recital 6"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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 themselves or want to","nominate a third person to do so. When","shareholders do not want to exercise the","rights themselves and have nominated the","intermediary as a third person, the latter","should be obliged to exercise these rights","upon the explicit authorisation and","instruction of the shareholders and for","their benefit."],"old":["(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","upon the explicit authorisation and","instruction of the shareholder and for his","benefit."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"92","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Axel Voss, Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-93","justification":" The intermediary should retain the option of exercising shareholders\u2019 rights by proxy.","location":[[" Proposal for a directive","Recital 6"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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."],"old":["(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","upon the explicit authorisation and","instruction of the shareholder and for his","benefit."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"93","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-94","location":[[" Proposal for a directive","Recital 8"]],"meps":[23704],"meta":{"created":"2019-07-03T06:54:25"},"new":["(8) Effective and sustainable shareholder","engagement as well as proper involvement","of stakeholders, in particular employees,","is one of the cornerstones of listed","companies\u2019 corporate governance model,","which depends on checks and balances","between the different organs and different","stakeholders."],"old":["(8) Effective and sustainable shareholder","engagement is one of the cornerstones of","listed companies\u2019 corporate governance","model, which depends on checks and","balances between the different organs and","different stakeholders."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"94","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-95","location":[["Proposal for a directive","Recital 9"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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."],"old":["(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 and evidence","shows that capital markets exert pressure","on companies to perform in the short","term, which may lead to a suboptimal","level of investments, for example in","research and development to the","detriment to long-term performance of","both the companies and the investor."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"95","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-313","justification":" The proposed changes take account of the traditional structure of public limited liability\n companies and their supervisory mechanisms in many Member States. Enabling the general\n meeting (alone) to decide on remuneration policy would lead to a fundamental shift in\n supervisory and other powers.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:23"},"new":["This Directive does not prevent Member","States from granting the general meeting","or the company\u2019s other administrative or","supervisory bodies binding powers of","assent in their national law in respect of","the company\u2019s remuneration policy."],"old":["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","shareholders."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"313","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-96","location":[[" Proposal for a directive","Recital 9"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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."],"old":["(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 and evidence","shows that capital markets exert pressure","on companies to perform in the short","term, which may lead to a suboptimal","level of investments, for example in","research and development to the","detriment to long-term performance of","both the companies and the investor."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"96","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-97","location":[[" Proposal for a directive","Recital 11"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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 investee companies","and their stakeholders, in particular","employees, local authorities and civil","society, 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."],"old":["(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. 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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"97","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-314","justification":"The role of the supervisory body in two-tier company law systems must not be downgraded by\nthe provisions laid down in the directive.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:23"},"new":["Companies may, in case of recruitment of","new board members, decide to pay","remuneration to an individual director","outside the remuneration policy. The","exception to the remuneration policy shall","be submitted to an advisory or binding","vote at the next general meeting."],"old":["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","shareholders."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"314","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jytte Guteland","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-98","location":[["Proposal for a directive","Recital 11"]],"meps":[124991],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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."],"old":["(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. 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"98","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-99","location":[[" Proposal for a directive","Recital 11"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:25"},"new":["(11) Therefore, institutional investors and","asset managers should develop a policy on","shareholder engagement and cooperation,","based on substantial exchanges. Such","cooperation should relate, inter alia, to","their investment strategy, to the","monitoring of investee companies, to the","dialogue with investee companies and to","the exercise of their 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","should be publicly disclosed. 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."],"old":["(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. 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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"99","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-315","justification":" Art. 9a does not reflect the fact that in EU two different systems of operating companies exists\n namely, the dualistic and monistic system of management and supervision. In monistic system\n exists only single administrative board (board of directors) directing the company\u2019s business\n and in the dualistic system two separated bodies, a management board responsible for the\n day-to-day business and, a supervisory board monitoring the management board.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2a (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:23"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"315","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-100","location":[["Proposal for a directive","Recital 12"]],"meta":{"created":"2019-07-03T06:54:25"},"new":["(12) Regulated institutional investors","should report to the relevant supervisory","body on 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. Non-regulated","investors should disclose this to the","public. 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 report on, or","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."],"old":["(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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"100","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-316","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 1 \u2013 subparagraph 2 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:23"},"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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"316","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-317","justification":"This paragraph will provide more legal security with regard to the consequences where\nMember States provide for a binding vote by shareholders and the changes to the\nremuneration policy are rejected by the general meeting.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2a (new)"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:23"},"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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"317","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-101","location":[[" Proposal for a directive","Recital 12"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:25"},"new":["(12) Regulated institutional investors","should report to the relevant supervisory","body on 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. Non-regulated","investors should disclose this to the","public. 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 report on, or","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, 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."],"old":["(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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"101","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-318","justification":"A binding decision on the remuneration policy by shareholders at the general meeting should\nbe rejected, particularly bearing in mind the particular status of the administrative or\nsupervisory body in two-tier systems.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 1 \u2013 subparagraph 2b (new)"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:23"},"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\u2019","objections can be submitted to","shareholders at the next general meeting."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"318","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-102","location":[["Proposal for a directive","Recital 13"]],"meps":[23704],"meta":{"created":"2019-07-03T06:54:25"},"new":["(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."],"old":["(13) Asset managers should be required to","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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"102","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-103","location":[["Proposal for a directive","Recital 13"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:25"},"new":["(13) Asset managers should be required to","publicly disclose 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."],"old":["(13) Asset managers should be required to","","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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"103","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-319","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:23"},"new":["deleted"],"old":["2. Member States shall ensure that the","policy is clear, understandable, in line","with the business strategy, objectives,","values and long-term interests of the","company and that it incorporates","measures to avoid conflicts of interest."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"319","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-104","location":[[" Proposal for a directive","Recital 14"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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","ensure to the best of their ability 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. They should disclose certain","key information related to the preparation","of their voting recommendations and any","actual or potential conflict of interest or","business relationships that may influence","the preparation of the voting","recommendations."],"old":["(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","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.","They should disclose certain key","information related to the preparation of","their voting recommendations and any","","actual or potential conflict of interest or","business relationships that may influence","the preparation of the voting","recommendations."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"104","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-320","justification":" Member States cannot be made responsible for the content of individual companies\u2019\n remuneration policies. The remuneration policy should nevertheless be subject to certain\n criteria.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:23"},"new":["2. The policy shall be clear,","understandable and in line with the","business strategy, objectives, values and","long-term interests of the company and","shall incorporate measures to avoid","conflicts of interest."],"old":["2. Member States shall ensure that the","policy is clear, understandable, in line with","the business strategy, objectives, values","and long-term interests of the company and","that it incorporates measures to avoid","conflicts of interest."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"320","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-321","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 "]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:24"},"new":["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."],"old":["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","benefits in whatever form."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"321","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-105","location":[["Proposal for a directive","Recital 14"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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","ensure to the best of their ability 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. They should disclose certain","key information related to the preparation","of their voting recommendations and any","actual or potential conflict of interest or","business relationships that may influence","the preparation of the voting","recommendations."],"old":["(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","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.","They should disclose certain key","information related to the preparation of","their voting recommendations and any","actual or potential conflict of interest or","business relationships that may influence","the preparation of the voting","recommendations."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"105","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-322","justification":"In companies with a two-tier board structure, setting a too detailed remuneration policy can\nhamper the shareholder influence as well as necessary business confidentiality. If the\nshareholder majority of the company is not satisfied with the level of detail proposed by the\nBoard, the policy will not be approved and thus must be amended until the shareholders are\nsatisfied. The proposed amendment would ensure that shareholders are empowered to have\nthe remuneration policy they find most suitable for their company, whereas a mandatory level\nof detail takes away the freedom for shareholders to decide.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:24"},"new":["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 give clear","guidelines on the criteria applicable for","the award of fixed and variable","remuneration."],"old":["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","benefits in whatever form."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"322","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-106","location":[["Proposal for a directive","Recital 15"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:26"},"new":["deleted"],"old":["(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.","__________________","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.."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"106","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-107","location":[[" Proposal for a directive","Recital 15"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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.","__________________","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."],"old":["(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.","","__________________","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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"107","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-323","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:24"},"new":["The policy shall explain how it contributes","to the company\u2019s strategy and to its long-","term interests and sustainability. It shall","outline the components of the fixed and","variable remuneration, including all","benefits in whatever form, paid to","directors."],"old":["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 benefits in","whatever form."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"323","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-108","location":[["Proposal for a directive","Recital 15"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:26"},"new":["deleted"],"old":["(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.","__________________","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.."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"108","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-324","justification":"In companies with a two-tier board structure, setting a too detailed remuneration policy can\nhamper the shareholder influence as well as necessary business confidentiality. If the\nshareholder majority of the company is not satisfied with the level of detail proposed by the\nBoard, the policy will not be approved and thus must be amended until the shareholders are\nsatisfied. The proposed amendment would ensure that shareholders are empowered to have\nthe remuneration policy they find most suitable for their company, whereas a mandatory level\nof detail takes away the freedom for shareholders to decide.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:24"},"new":["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 give clear","guidelines on the criteria applicable for","the award of fixed and variable","remuneration."],"old":["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","benefits in whatever form."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"324","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-109","location":[[" Proposal for a directive","Recital 15"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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."],"old":["(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.","__________________","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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"109","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-110","justification":"The additional information appears superfluous and possibly misleading and should therefore\nbe deleted.","location":[[" Proposal for a directive","Recital 15"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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."],"old":["(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.","__________________","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.."],"orig_lang":"xm","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"110","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sergio Gaetano Cofferati","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-325","justification":"Clarification deriving from Commission Recommendations on the remuneration of directors\nof listed companies.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/35/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[96915],"meta":{"created":"2019-07-03T06:54:24"},"new":["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."],"old":["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","benefits in whatever form."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"325","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-111","location":[["Proposal for a directive","Recital 15"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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.."],"old":["(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.","__________________","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.."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"111","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-112","location":[[" Proposal for a directive","Recital 15"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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.","__________________","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."],"old":["(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.","","__________________","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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"112","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-326","justification":" It is important to make sure European listed companies are not obligated to reveal business\n sensitive information that can hamper their operational flexibility or negotiation position. For\n instance, if the policy mentions all performance criteria to be used it could involve such\n detrimental disclosure, e.g. if a performance criterion is \u201cTake-over of company [X] at a cost\n not exceeding [Y] will be rewarded with a bonus of [Z]\u201d.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:24"},"new":["3. The policy shall explain how it","contributes to the company strategy","and long-term interests and sustainability","of the company. It shall indicate the","components of fixed and variable","remuneration that can be awarded and","give clear and comprehensive guidelines","on the criteria for the award of fixed and","variable remuneration, without thereby","disclosing sensitive information","detrimental to the interests of the","company."],"old":["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","benefits in whatever form."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"326","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-327","justification":"Companies should not be obliged to publish sensitive information that could hand unjustified\nadvantages to competitors. In two-tier company law systems, the supervisory body should be\ngranted sufficient flexibility properly to carry out its tasks. This means that only the essential\ncomponents of fixed and variable remuneration should be laid down in the remuneration\npolicy.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:24"},"new":["3. The policy shall explain how it","contributes to the long-term interests and","sustainability of the company. It shall lay","down the essential components of fixed","and variable remuneration, without","disclosing sensitive information whose","publication could be detrimental to the","company."],"old":["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","benefits in whatever form."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"327","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-113","location":[["Proposal for a directive","Recital 15"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:26"},"new":["(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","the latter 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. The performance of senior","employees should be assessed in","accordance with both financial and non-","financial criteria, in particular on the","basis of environmental, social and","governance-related criteria.","__________________","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."],"old":["(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.","__________________","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.."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"113","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-328","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:24"},"new":["Member States may provide that the","policy shall set the appropriate ratios","between the fixed and variable component","of the total remuneration."],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"328","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-114","location":[[" Proposal for a directive","Recital 16"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:26"},"new":["deleted"],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"114","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-329","justification":" It is not clear what is meant with exactly as it is too prescriptive. What is the added value for\n shareholders to report the remuneration ratio?","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:24"},"new":["deleted"],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"329","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-115","location":[[" Proposal for a directive","Recital 16"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:26"},"new":["deleted"],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"115","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-330","justification":"It is equally crucial that EU-legislation is sufficiently flexible to take into account that\ncompanies have different board structures, and that the owners of listed companies should\ndecide themselves how detailed a remuneration policy they want in their company. In\ncompanies with a two-tier board structure, setting a too detailed remuneration policy can\nhamper the ability of the upper-tier board to attract the best suitable candidates for the\nlower-tier board (e.g. the CEO). The remuneration policy should therefore provide a\ncomprehensive overview of the remuneration policy by requiring it to include guidelines on\nall issues of material importance for shareholders, but it should leave the level of detail in the\nguidelines for the shareholders of the individual company to decide. If the shareholder\nmajority is not satisfied with the level of detail proposed by the Board, the policy will not be\napproved and must be amended until the shareholders are satisfied. Similarly, if some\nshareholders are not happy within approved policy, they have the right according to the\nexisting shareholder rights directive to demand that the policy is put on the agenda of the\ngeneral meeting for the majority to decide; they can table draft resolutions; they can take the\nfloor and express their opinion; and they can ask questions for the management to answer etc.\nThe proposed amendment would ensure that shareholders are empowered to have the\nremuneration policy they find most suitable for their company, whereas a prescriptive level of\ndetail takes away freedom for shareholders.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:24"},"new":["deleted"],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"330","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-116","location":[["Proposal for a directive","Recital 16"]],"meps":[23704],"meta":{"created":"2019-07-03T06:54:27"},"new":["(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."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"116","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-331","justification":" It is technically very complicated for general meetings to set pay ceilings. Moreover,\n flexibility is a key aspect in the negotiation of remuneration for directors. To pre-establish the\n maximum amounts of that remuneration would seriously interfere with the contractual\n autonomy of the parties and would be liable to jeopardise companies\u2019 ability to attract the\n best professionals in keeping with their own requirements and strategies.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:24"},"new":["The policy shall indicate the 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."],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"331","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-117","justification":" Approval of remuneration policy by shareholders implies that the outcome of their vote is\n binding. Instead, Member States should be given the freedom to provide that this may take the\n form of consultation, in line with national laws and a principle-based approach.","location":[[" Proposal for a directive","Recital 16"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:27"},"new":["(16) In order to ensure that shareholders","have an effective say on the remuneration","policy, they should be granted the right","to vote 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 remuneration","policy should be publicly disclosed without","delay."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"xm","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"117","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Laura Ferrara","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-332","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[124833],"meta":{"created":"2019-07-03T06:54:24"},"new":["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 employees of the","company and why this ratio is considered","appropriate."],"old":["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 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."],"orig_lang":"it","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"332","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-118","location":[[" Proposal for a directive","Recital 16"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:27"},"new":["(16) In order to ensure that shareholders","have an effective say on the remuneration","policy, without forcing shareholders to","approve a level of detail in the policy that","could be detrimental to the interests of the","company in two-tier systems, 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 give indications on","inter alia the possible use of variable pay,","performance criteria, vesting-, retention-","and deferral periods and payments linked","to termination. The policy should be","aligned with the business strategy 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. The approved","remuneration policy should be publicly","disclosed without delay."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"118","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-333","justification":" The requirement to set a cap on the remuneration of directors, both fixed and variable\n components, goes far beyond the purpose of the proposal. The purpose behind the\n requirement of setting a ratio between an average remuneration of directors and an average\n remuneration of full-time employees other than directors is not clear.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:24"},"new":["The policy shall set the appropriate ratios","between the fixed and the variable","component of the total remuneration."],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"333","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-119","location":[["Proposal for a directive","Recital 16"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:27"},"new":["(16) In order to ensure that shareholders","have an effective say on the remuneration","policy, Member States should be able to","grant them the right to an advisory or","binding vote on 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 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."],"old":["(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. The approved","remuneration policy should be publicly","disclosed without delay."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"119","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-334","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:24"},"new":["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."],"old":["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 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"334","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-120","location":[[" Proposal for a directive","Recital 17"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:27"},"new":["deleted"],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"120","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-335","justification":" A ratio between the pay of directors and the pay of full time employees has nothing to do with\n shareholder rights and is not comparable between companies, nor is full time employees a\n fixed term in itself. Employees rights are protected by other legal instruments and employees\n have other ways of fighting for higher pay. The proposed ratio should therefore not be made\n mandatory this directive. A ratio between the pay of directors and the pay of full time\n employees has nothing to do with shareholders' rights and is not comparable between\n companies. Employees rights are protected by other legal instruments. The proposed ratio\n therefore has no value.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:24"},"new":["The policy may consist of components of","both fixed and variable remuneration that","can be awarded. If the remuneration policy","allows for variable remuneration, Member","States may request that the policy includes","limits to the variable part of the total","remuneration."],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"335","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-121","location":[[" Proposal for a directive","Recital 17"]],"meps":[23704],"meta":{"created":"2019-07-03T06:54:27"},"new":["(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\u2019s","remuneration report. 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.","Employees, via their representatives","should be granted the right to express","their view on the remuneration report.","Where the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"121","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-336","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[124742],"meta":{"created":"2019-07-03T06:54:25"},"new":["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\u2019 remuneration by","explaining the ratios both between the","average remuneration of executive","directors and the average remuneration of","employees and between the average","remuneration of non-executive directors","and the average remuneration of","employees and why those ratios are","considered appropriate."],"old":["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\u2019 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","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."],"orig_lang":"pt","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"336","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-122","location":[["Proposal for a directive","Recital 17"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:27"},"new":["(17) To ensure that the implementation of","the remuneration policy, Member States","should be able to provide that shareholders","have the right to vote on the company's","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"122","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-337","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:25"},"new":["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 executives and the average","remuneration of employees and why these","ratios are considered appropriate."],"old":["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","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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"337","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-338","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:25"},"new":["The policy shall indicate the 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","remuneration policy for directors."],"old":["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","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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"338","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-123","justification":" Member States should have the freedom to provide for a consultative vote on the\n remuneration report. Where shareholders vote against it, the company should be obliged to\n indicate whether and how it has taken account of this wherever possible. Shareholders are\n not obliged to justify their vote and it is often very difficult to know the reasons for their\n decisions. Alternatively, Member States should be able to provide for discussion of the\n remuneration report in the Annual General Assembly.","location":[[" Proposal for a directive","Recital 17"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:27"},"new":["(17) To ensure that the implementation of","the remuneration policy, Member States","should be able to provide that shareholders","have the right to vote on the company\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration and the company is able to","identify the reasons for the rejection, it","should explain in the next general meeting","whether or not and, if so, how the vote of","the shareholders has been taken into","account."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"xm","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"123","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-124","location":[["Proposal for a directive","Recital 17"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:27"},"new":["(17) To ensure that the implementation of","the remuneration policy is in line with the","approved policy, Member States should be","able to grant shareholders the right to vote","on the company\u2019s remuneration report. 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 or still due to","directors in the last financial year. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"old":["(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\u2019s","remuneration report. 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. Where","the shareholders vote against the","remuneration report, the company should","explain in the next remuneration report","how the vote of the shareholders has been","taken into account."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"124","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-339","justification":"A ratio between the pay of directors and the pay of full time employees has nothing to do with\nshareholder rights and is not comparable between companies, nor is full time employees a\nfixed term in itself. Employees rights are protected by other legal instruments and employees\nhave other ways of fighting for higher pay. The proposed ratio should therefore not be made\nmandatory this directive. A ratio between the pay of directors and the pay of full time\nemployees has nothing to do with shareholders' rights and is not comparable between\ncompanies. Employees rights are protected by other legal instruments. The proposed ratio\ntherefore has no value.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:25"},"new":["Member States may provide that 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."],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"339","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-125","location":[["Proposal for a directive","Recital 17 a (new)"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:27"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"125","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-340","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:25"},"new":["Member States may provide that 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 without prejudice to","Article 94 and the related provisions of","Directive 2013/36/EU* on the variable","elements of 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.","__________________","* Directive 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,","amending Directive 2002/87/EC and","repealing Directives"],"old":["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","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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"340","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand, Heidi Hautala, Philippe Lamberts on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-126","location":[[" Proposal for a directive","Recital 17 a (new)"]],"meps":[124693,2054,96648],"meta":{"created":"2019-07-03T06:54:28"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"126","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-341","justification":"\u2018Average remuneration\u2019 is difficult to establish, particularly in the case of international\ncompanies operating on a cross-border basis.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:25"},"new":["The policy shall indicate 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."],"old":["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","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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"341","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe Lamberts, Heidi Hautala, Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-127","location":[[" Proposal for a directive","Recital 17 b (new)"]],"meps":[96648,2054,124693],"meta":{"created":"2019-07-03T06:54:28"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"127","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Laura Ferrara","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-342","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 3"]],"meps":[124833],"meta":{"created":"2019-07-03T06:54:25"},"new":["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."],"old":["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."],"orig_lang":"it","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"342","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-128","location":[["Proposal for a directive","Recital 18"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:28"},"new":["deleted"],"old":["(18) In order to provide shareholders easy","access to all relevant corporate","governance information the remuneration","report should be part of the corporate","governance statement that listed","companies should publish in accordance","with article 20 of Directive 2013/34/EU of","the European Parliament and of the","Council of 26 June 201318 .","__________________","18Directive 2013/34/EU of the European","Parliament and of the Council of 26 June","2013 on the annual financial statements,","consolidated financial statements and","related reports of certain types of","undertakings, amending Directive","2006/43/EC of the European Parliament","and of the Council and repealing Council","Directives 78/660/EEC and 83/349/EEC","(OJ L 182, 29.6.2013, p. 19)"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"128","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-343","justification":" The policy needs to provide sufficient information, but should not require companies to\n disclose sensitive business information to the public (shareholders)","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 3"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:25"},"new":["For variable remuneration, the policy shall","include guidelines on the use of financial","and non-financial performance criteria and","the methods to be applied to determine to","which extent the performance criteria have","been fulfilled; it shall set guidelines on the","use of 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."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"343","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-129","location":[["Proposal for a directive","Recital 18"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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 publish in accordance","with article 20 of Directive 2013/34/EU."],"old":["(18) In order to provide shareholders easy","access to all relevant corporate governance","information the remuneration report should","be part of the corporate governance","statement that listed companies should","","publish in accordance with article 20 of","Directive 2013/34/EU of the European","Parliament and of the Council of 26 June","201318.","__________________","18Directive 2013/34/EU of the European","Parliament and of the Council of 26 June","2013 on the annual financial statements,","consolidated financial statements and","related reports of certain types of","undertakings, amending Directive","2006/43/EC of the European Parliament","and of the Council and repealing Council","Directives 78/660/EEC and 83/349/EEC","(OJ L 182, 29.6.2013, p. 19)"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"129","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-344","justification":"The policy needs to provide sufficient information, but should not require companies to\ndisclose sensitive business information to the public (shareholders)","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 3"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:25"},"new":["For variable remuneration, the policy shall","include guidelines on the use of financial","and non-financial performance criteria and","the methods to be applied to determine to","which extent the performance criteria have","been fulfilled; it shall set guidelines on the","use of 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."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"344","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jytte Guteland","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-130","location":[[" Proposal for a directive","Recital 18 a (new)"]],"meps":[124991],"meta":{"created":"2019-07-03T06:54:28"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"130","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jytte Guteland","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-131","location":[["Proposal for a directive","Recital 18 b (new)"]],"meps":[124991],"meta":{"created":"2019-07-03T06:54:28"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"131","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-132","location":[["Proposal for a directive","Recital 19"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that transactions with related","parties 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\u2019 approval of the transaction.","For significant transactions with related","parties 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 on market terms","and confirming that the transaction is fair","and reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"132","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-345","justification":"Setting a total maximum amount of pay is one such element of detail that should not be made\n\n\n mandatory since it could have adverse consequences for the company (revealing the\n negotiation position of the company can potentially raise the pay instead of reducing it and\n setting an inflexible limit can potentially reduce the possibility to attract the best suitable\n candidates for the company). Setting a maximum for every single pay component would\n increase the risk of adverse consequences even more.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 3"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:25"},"new":["For variable remuneration, the policy shall","include guidelines on the use of financial","and non-financial performance criteria, and","on the methods to be applied to determine","to which extent the performance criteria","have been fulfilled; it shall set guidelines","on the use of deferral periods, vesting","periods for share-based remuneration and","retention of shares after vesting, and it","shall provide information on the policy on","reclaiming variable remuneration."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"345","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-133","justification":"Corporate governance systems in Europe are very different and are tailored to companies\u2019\nnational environment. No single model from any jurisdiction for the respective roles of boards\nand shareholders should be imposed on others.","location":[[" Proposal for a directive","Recital 19"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","should be submitted to a vote by the","shareholders in a general meeting or to","the approval of the administrative or","supervisory body or the audit committee","or another committee the majority of","which is composed by independent","directors. Where the related party","transaction involves a shareholder or a","director, this shareholder or director","should be excluded from having a","determining role in the approval process.","Member States should ensure also that","companies, in case of material","transactions with related parties, publicly","announce such transactions at the time of","the conclusion of the transaction. Member","States should be allowed to exclude","transactions entered into in the ordinary","course of business and concluded on","normal market terms or on market","equivalent terms; transactions entered into","between the company and one or more","members of its group and clearly defined","types of transactions for which national","law provides for adequate protection of","minority shareholders."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"133","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-346","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 3 \u2013 subparagraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:25"},"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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"346","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-134","location":[[" Proposal for a directive","Recital 19"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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","should be submitted to a vote by the","shareholders in a general meeting or to","the approval of the administrative or","supervisory body or the audit committee","or another committee the majority of","which is composed by independent","directors. Where the related party","transaction involves a shareholder or a","director, this shareholder or director","should be excluded from having a","determining role in the approval process","Member States should ensure also that","companies, in case of material","transactions with related parties, publicly","announce such transactions at the latest at","the time of the conclusion of the","transaction, Member States should be","allowed to exclude transactions entered","into in the ordinary course of business","and concluded on normal market terms or","on market equivalent terms; transactions","entered into between the company and one","or more members of its group and clearly","defined types of transactions for which","national law provides for adequate","protection of minority shareholders."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"134","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Virginie Rozi\u00e8re","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-347","justification":"In some Member States company directors do not have contracts. The wording should be\nrevised accordingly.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[103845],"meta":{"created":"2019-07-03T06:54:25"},"new":["The policy shall indicate the main","procedures for the appointment, the","performance of the duties and the","dismissal of directors, including the","duration of their appointments and the","applicable notice periods and payments","linked to dismissal."],"old":["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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"347","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-348","justification":"The policy needs to provide sufficient information, but should not require companies to\ndisclose sensitive private or business information to the public (shareholders)","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:25"},"new":["The policy shall give guidelines on the","duration of contracts with directors, the","applicable notice periods and payments","linked to termination of contracts."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"348","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-135","justification":" It is undemocratic that not all shareholders\u00b4 could take part in a vote. Transactions entered\n into between the company and its partly owned subsidiaries or joint ventures should also be\n excluded to not jeopardize European companies\u2019 possibilities to do business around the world\n where different caps and rules regarding ownership can apply.","location":[["Proposal for a directive","Recital 19"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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 should be","submitted either to a vote by the","shareholders in a general meeting or to the","approval of an administrative body of the","company such as independent directors","assessing whether the transaction is fair","and reasonable from the perspective of","the company and consequently its","shareholders. 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. Transactions","entered into in the ordinary course of","business or concluded on market terms or","market equivalent terms should be","excluded. Transactions entered into","between the company and its wholly or","partly owned subsidiaries or joint ventures","should also be excluded. Member States","should also be able to allow companies to","request the advance approval by","shareholders or an independent","administrative body for certain clearly","defined types of recurrent transactions","above 5 percent of the assets."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"135","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-349","justification":" The policy needs to provide sufficient information, but should not require companies to\n disclose sensitive private or business information to the public (shareholders), and the right\n of the individuals for personal data protection is to consider as well.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:26"},"new":["The policy shall give guidelines on the","duration of contracts with directors, the","applicable notice periods and payments","linked to termination of contracts."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"349","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-350","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:26"},"new":["The policy shall indicate the main","conditions of employment of directors,","including the duration of their","appointment and the applicable notice","periods and payments linked to termination","of their duties."],"old":["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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"350","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-136","location":[[" Proposal for a directive","Recital 19"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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\u2019 interests are of importance.","For this reason Member States should be","allowed to provide that significant","transactions with related parties are to be","submitted to a vote by the shareholders in a","general meeting. Where the related party","transaction involves a shareholder or board","member, this shareholder or board","member should be excluded from that vote.","As an alternative to approval by","shareholders, there should be the option","of approval by the administrative or","supervisory body. The company should not","be allowed to conclude the transaction","before the approval of the transaction.","Furthermore, companies should publicly","announce significant transactions with","related parties as soon as reasons of","confidentiality no longer apply, and","accompany the announcement by a report","from an independent third party or the","administrative or supervisory body","assessing whether the transaction is fair","and reasonable from the perspective of the","company. Member States should be","allowed to exclude transactions entered","into between the company and its","subsidiaries and vice versa as well as","transactions between one or more","members of its group."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"136","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sergio Gaetano Cofferati","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-351","justification":"Clarification deriving from Commission Recommendations on the remuneration of directors\nof listed companies.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[96915],"meta":{"created":"2019-07-03T06:54:26"},"new":["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 and the characteristics of","supplementary pension or early","retirement schemes."],"old":["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.","",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"351","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Heidi Hautala","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-137","location":[["Proposal for a directive","Recital 19"]],"meps":[2054],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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, depending","on national conditions and practices,","should be able to decide whether the","requirement to hold a shareholder vote is","proportionate for all related party","transactions of 5% or more or whether it","should apply only to transactions which","are not concluded on market terms of the","companies' assets or transactions which","can have a significant impact on profits or","turnover. 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries, or that are entered","into in the ordinary course of business or","concluded on market terms or market","equivalent terms. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","transactions by companies."],"old":["(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\u2019 interests are of importance.","For this reason Member States should","ensure that related party transactions","representing more than 5 % of the","companies\u2019 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\u2019 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 on market terms and","confirming that the transaction is fair and","reasonable from the perspective of the","shareholders, including minority","shareholders. Member States should be","allowed to exclude transactions entered","into between the company and its wholly","owned subsidiaries. Member States should","also be able to allow companies to request","the advance approval by shareholders for","certain clearly defined types of recurrent","transactions above 5 percent of the assets,","and to request from shareholders an","advance exemption from the obligation to","produce an independent third party report","for recurrent transactions above 1 percent","of the assets, under certain conditions, in","order to facilitate the conclusion of such","","transactions by companies."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"137","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-352","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 4"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:26"},"new":["The policy shall give guidelines on the","duration of the contracts with directors, the","applicable notice periods and payments","linked to termination of contracts."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"352","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-138","justification":" Companies, in order to be able to comply with the spirit and discussed requirements of the\n revised directive need to know who their shareholders are to be able to engage with them. In\n order to achieve the goal of a connected digital single market, electronic means of\n communication should be promoted. Therefore email addresses should be the default method\n of communication. Companies need the information on the number of shares owned and\n voting rights held by respective shareholders for the purpose of the facilitation of the exercise\n of shareholder rights. However, facilitation of the exercise of shareholder rights should not\n be the sole purpose of shareholder identification, but should also include the promotion of\n better dialogue and engagement on both sides.","location":[["Proposal for a directive","Recital 20"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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","including full address, telephone and e-","mail address of, and the number of shares","owned and voting rights held by the","corresponding shareholders. This","information should be accurate and kept","up-to-date, and intermediaries as well as","companies 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.","__________________","19Directive 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)."],"old":["(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, and intermediaries as well as","companies 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.","__________________","19Directive 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)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"138","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-139","location":[[" Proposal for a directive","Recital 21"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:29"},"new":["deleted"],"old":["(21) In order to ensure uniform","conditions for the implementation of the","provisions on shareholder identification,","transmission of information, facilitation","of the exercise of shareholder rights and","the remuneration report, implementing","powers should be conferred on the","Commission. Those powers should be","exercised in accordance with Regulation","(EU) No 182/2011 of the European","Parliament and of the Council20","__________________","20Regulation (EU) No 182/2011 of the","European Parliament and of the Council","of 16 February 2011 laying down the","rules and general principles concerning","mechanisms for control by Member States","of the Commission\u2019s exercise of","implementing powers ( OJ L 55,","28.2.2011, p. 13)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"139","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-353","justification":" Unnecessary bureaucracy.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:26"},"new":["deleted"],"old":["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 the previous","years."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"353","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-140","location":[["Proposal for a directive","Recital 21"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:29"},"new":["deleted"],"old":["(21) In order to ensure uniform","conditions for the implementation of the","provisions on shareholder identification,","transmission of information, facilitation","of the exercise of shareholder rights and","the remuneration report, implementing","powers should be conferred on the","Commission. Those powers should be","exercised in accordance with Regulation","(EU) No 182/2011 of the European","Parliament and of the Council20","__________________","20Regulation (EU) No 182/2011 of the","European Parliament and of the Council","of 16 February 2011 laying down the","rules and general principles concerning","mechanisms for control by Member States","of the Commission\u2019s exercise of","implementing powers ( OJ L 55,","28.2.2011, p. 13)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"140","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-141","location":[["Proposal for a directive","Article 1 \u2013 point \u2013 1 (new)"],["Directive 2007/36/EC","Title"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["(-1) The title is replaced by the following:","\u2018DIRECTIVE 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\u2019"],"old":["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"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"141","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-354","justification":" Unnecessarily burdensome for companies to justify that the revised policy accommodates the\n views of shareholders. If shareholders are not entirely satisfied, they may request further\n changes.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:26"},"new":["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."],"old":["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 the previous years."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"354","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-355","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:26"},"new":["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."],"old":["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 the previous years."],"orig_lang":"bg","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"355","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-142","location":[[" Proposal for a directive","Article 1 \u2013 point 1 \u2013 sous-point a"],[" Directive 2007/36/EC","Article 1 \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["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 are more engaged","in the long term, creates transparency on","the engagement policies of certain types of","investors, asset managers and proxy","advisors and creates additional rights and","responsibilities for shareholders to oversee","companies."],"old":["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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"142","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-356","justification":"Unnecessarily burdensome for companies to justify that the revised policy accommodates the\nviews of shareholders. If shareholders are not entirely satisfied, they may request further\nchanges.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:26"},"new":["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."],"old":["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 the previous years."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"356","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-143","location":[["Proposal for a directive","Article 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point d a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["(da) \u2018large company\u2019 means a company","which meets the criteria laid down in","Article 3(4) of Directive 2013/34/EU;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"143","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-144","location":[["Proposal for a directive","Article 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point d b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["(db) \u2018large group\u2019 means a group which","meets the criteria laid down in Article 3(7)","of Directive 2013/34/EU;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"144","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-357","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:26"},"new":["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."],"old":["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 the previous years."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"357","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-358","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 3 \u2013 subparagraph 5a (new)"]],"meps":[124742],"meta":{"created":"2019-07-03T06:54:26"},"new":["Employees shall be entitled, via their","representatives, to express a view on the","remuneration policy before it is submitted","to shareholders."],"orig_lang":"pt","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"358","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-145","location":[["Proposal for a directive","Article 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point h"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["(h) \u2018shareholder engagement\u2019 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."],"old":["(h) \u2018shareholder engagement\u2019 means the","monitoring by a shareholder alone or","together with other shareholders, 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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"145","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-359","justification":"Member States must have the option of providing also for a non-binding ex-ante vote.\nAccordingly, the publication of the remuneration policy cannot be subject to the\nshareholders\u2019 approval but merely to the vote of the general meeting. The amendment\nnevertheless ensures that remuneration policy is transparent, by retaining the requirement to\nmake it public.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 4"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:26"},"new":["4. Member States shall ensure that after the","vote by the shareholders the policy is made","public without delay and available on the","company's website at least as long as it is","applicable."],"old":["4. Member States shall ensure that after","approval by the shareholders the policy is","made public without delay and available on","the company's website at least as long as it","is applicable."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"359","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-146","location":[[" Proposal for a directive","Article 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point j a (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:29"},"new":["(ja) 'assets' means the total asset value","presented on the company's consolidated","balance sheet prepared in accordance","with international financial reporting","standards."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"146","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-147","justification":"The definition of shareholder differs in national company laws. In some cases it is the end\ninvestor, in other cases his / her representative on the share register or share certificate (e.g.\ncustodian bank, asset manager). While we do not seek to harmonise those laws, we do wish to\nensure that the end investors whose money is invested are able to get the information about\nthe general meeting on time, even where there are complicated holding structures or cross-\nborder situations.","location":[[" Proposal for a directive","Article 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point j a (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:29"},"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)"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"147","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-360","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 a \u2013 paragraph 4"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:26"},"new":["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."],"old":["4. Member States shall ensure that after","approval by the shareholders the policy is","made public without delay and available on","the company's website at least as long as it","is applicable."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"360","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-148","justification":" The more detailed definition of \u2018director\u2019 better reflects the key role of the supervisory board\n in dualistic systems.","location":[["Proposal for a directive","Article 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point 1"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:29"},"new":["(l) \u201dDirector\u2019 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."],"old":["(l) \u201dDirector\u2019 means any member of the","administrative, management or supervisory","bodies of a company;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"148","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-361","location":[["Proposal for a directive","Article 1 \u2013 point 4 "]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:26"},"new":["4. Member States shall ensure that after an","advisory or binding vote by the","shareholders the policy is made public","without delay and available on the","company's website at least as long as it is","applicable.","Or. de","(In line with the amendment to Article 9a(1), first subparagraph)"],"old":["4. Member States shall ensure that after","approval by the shareholders the policy is","made public without delay and available on","the company's website at least as long as it","is applicable.","","",""],"peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"361","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-149","location":[[" Proposal for a directive","Article 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point 1"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:29"},"new":["(l) Director\" means any member of the","administrative, management or supervisory","bodies of a company, nominated by","shareholders of the company in","accordance with national law. However,","Member States may extend the definition","of director in order to comply with their","existing national regulation."],"old":["(l) \u201dDirector\u2019 means any member of the","administrative, management or supervisory","bodies of a company;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"149","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-362","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9a \u2013 paragraph 4"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:26"},"new":["4. Member States shall ensure that after the","vote referred to in paragraph 1 the policy","is made public without delay and available","on the company's website at least as long","as it is applicable."],"old":["4. Member States shall ensure that after","approval by the shareholders the policy is","made public without delay and available on","the company's website at least as long as it","is applicable."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"362","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-150","location":[[" Proposal for a directive","Article 1 \u2013 point 2"],[" Directive 2007/36/EC","Article 2 \u2013 point 1"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:29"},"new":["(j) 'Director' means any member of the","administrative, management or supervisory","bodies of a company, except with regard to","the application of Articles 9a and 9b, for","which \u2018director\u2019 means any member of","the management body of a company or","any person appointed by the","administrative body of a company to","perform a management role, or the chair","of the board or of the supervisory board;"],"old":["(l) \u2018Director\u2019 means any member of the","administrative, management or supervisory","bodies of a company;","",""],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"150","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-363","justification":" The provision in the commission proposal for article 9b are far too detailed. It would add\n high administrative burdens on companies with minimal benefit to society, markets or\n shareholders. The existing directive already gives (in article 6) the possibility for minority\n shareholders to place items on the agenda of the general meeting and this should be a\n sufficient safeguard.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:26"},"new":["deleted"],"old":["Article 9b","Information to be provided in the","remuneration report and right to vote on","the remuneration report","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 individual","directors, including to newly recruited","and former directors, in the last financial","year. It shall, where applicable, contain","all of the following elements:","(a) 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","performance criteria where applied;","(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","and to change in the average","remuneration of full time employees of","the company other than directors;","(c) any remuneration received by directors","of the company from any undertaking","belonging to the same group;","(d) the number of shares and share","options granted or offered, and the main","conditions for the exercise of the rights","including the exercise price and date and","any change thereof","(e) information on the use of the","possibility to reclaim variable","remuneration;","(f) information on how the remuneration","of directors was established, including on","","","the role of the remuneration committee.","2. Member States shall ensure that the","right to privacy of natural persons is","protected in accordance with Directive","95/46/EC when personal data of the","director are processed.","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.","4. The Commission shall be empowered to","adopt implementing acts to specify the","standardised presentation of the","information laid down in paragraph 1 of","this Article. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a (2)."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"363","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-151","location":[["Proposal for a directive","Article 1 \u2013 point 2"],["Directive 2007/36/EC","Article 2 \u2013 point 1"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:29"},"new":["(l) \u201dDirector\u2019 means any member of the","administrative, management or supervisory","bodies of a company who participates in","the determination or implementation of","the policy of a company and who is","appointed or elected by the shareholders","according to national law."],"old":["(l) \u201dDirector\u2019 means any member of the","administrative, management or supervisory","bodies of a company;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"151","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-364","justification":"Disclosure of individual salary can be considered a breach of the right to privacy. Secondly,\ndisclosure of individual salary can lead to an unintended race-to-the-top effect, as executive\ndirector candidates can see exactly what the predecessor received. However, disclosure at an\naggregate level provides the degree of transparency necessary to give the shareholders\ninsight to react, if they find it necessary, without risking the potential adverse consequences of\nindividual disclosure.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory words"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:27"},"new":["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 directors either","at individual level for each director or at","an aggregate level for each type of board","in the last financial year. It shall, where","applicable, contain all of the following","elements:"],"old":["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 individual","directors, including to newly recruited","and former directors, in the last financial","year. It shall, where applicable, contain all","of the following elements:"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"364","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-152","justification":" We have heard of examples where data protection laws may prevent effective communication.\n We agree that personal data should be protected, but we also believe that data protection\n laws should not be used to circumvent the provisions of the directive.","location":[["Proposal for a directive","Article 1 \u2013 point 2 a (new)"],["Directive 2007/36/EC","Article 2 a (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:29"},"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."],"old":[""],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"152","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-365","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 b \u2013 paragraph 1 \u2013 introductory words"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:27"},"new":["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","following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","","","following elements:"],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"365","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-153","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Chapter I a \u2013 title"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["Identification of shareholders, transmission","of information, facilitation of exercise of","shareholder rights and support for long-","term shareholding"],"old":["Identification of shareholders,","Transmission of information and","facilitation of exercise of shareholder rights"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"153","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-154","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 1"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that asset","managers disclose upon request to the","institutional investor with which they have","entered into the arrangement referred to in","Article 3g(2) how their investment strategy","and implementation thereof complies with","that arrangement and how the investment","strategy and implementation thereof","contributes to medium to long-term","performance of the assets of the","institutional investor."],"old":["1. Member States shall ensure that asset","managers disclose on a half-yearly basis to","the institutional investor with which they","have entered into the arrangement referred","","","to in Article 3g(2) how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"154","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-155","justification":"An efficient shareholder identification system should be based on the principle that\nshareholder identification system is a right for companies and should be initiated by the\ncompany (rather than being seen purely as a service for intermediaries). The aim should be to\npromote better dialogue between companies and shareholders, rather than to provide\nadditional charging opportunities for financial intermediaries.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 1"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies have the right to identify their","shareholders."],"old":["1. Member States shall ensure that","intermediaries offer to companies the","possibility to have their shareholders","identified."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"155","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-366","justification":" Disclosure of individual salary can be considered a breach of the right to privacy. Secondly,\n disclosure of individual salary can lead to an unintended race-to-the-top effect, as executive\n director candidates can see exactly what the predecessor received.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory words"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:27"},"new":["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 directors in","accordance with national law in the last","financial year. It shall, where applicable,","contain all of the following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"366","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-367","justification":"For reasons of data protection, the overview of the remuneration policy for directors should\ncover only directors as a group, and not individual directors.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory words"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:27"},"new":["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 directors,","including to newly recruited and former","directors, in the last financial year. It shall,","where applicable, contain all of the","following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"367","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-156","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies have the right to identify their","shareholders. Member States may provide","that companies having their registered","office in their territory can only request","identification with respect to shareholders","holding more than 0,5% of shares."],"old":["1. Member States shall ensure that","intermediaries offer to companies the","possibility to have their shareholders","identified."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"156","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda, Angel Dzhambazki","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-368","justification":" Disclosure of pay at an individual level is by many considered very personal information.\n Disclosure at the individual level can therefore dissuade suitable director candidates from\n joining the company. If made compulsory for all listed companies such candidates will prefer\n directorships in non-listed companies. Disclosure at the individual level can also lead to an\n unintended race-to-the-top effect, because executive director candidates can see exactly what\n his or her predecessor received. Moreover, since shareholders cannot monitor the\n performance of directors at an individual level anyway, it is questionable what added value\n disclosure at the individual level provides for shareholders compared to disclosure at the\n aggregate level. A comprehensive disclosure requirement at an aggregate level, on the other\n hand, provides a sufficient degree of transparency to give shareholders the necessary insight\n to react, if they find it necessary, without risking the potential adverse consequences of\n individual disclosure. If the shareholder majority in a company want individual disclosure in\n their company, they have the rights to enforce it already today, cf. the rights to table draft\n resolutions at the general meeting in the existing shareholder rights directive. For these\n reasons, many Member States do not prescribe disclosure at the individual director\u2019s level\n and it seems disproportionate for the EU to change this.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory words"]],"meps":[96663,124899,124873],"meta":{"created":"2019-07-03T06:54:27"},"new":["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 directors,","including to newly recruited and former","directors, in the last financial year.","Member States shall ensure that the","overview is either presented at the level of","individual directors or at an aggregated","level for each type of board or each type","of director. It shall, where applicable,","contain all of the following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"368","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-157","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3 a \u2013 paragraph 1"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. 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Member States may 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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"369","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-158","justification":"While shareholders identification improves direct communication between issuers and their\nshareholder, such a right shall be provided only for substantial holdings (e.g. 0,5 %).\nIdentification of every shareholder will be unproportionately costly for the companies.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 1"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies have the right to identify their","shareholders. Member States may provide","that companies having a registered office","on their territory can only request","identification with respect to shareholders","holding more than 0,5% of shares."],"old":["1. Member States shall ensure that","intermediaries offer to companies the","possibility to have their shareholders","identified.",""],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"158","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-370","justification":"The remuneration paid to individual directors is personal information and should not be\npublished individually.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 introductory words"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:27"},"new":["1. Member States shall ensure that the","company draws up a clear and","understandable remuneration report,","providing an overview of the","remuneration, including all benefits in","whatever form, granted to directors in the","last financial year or still due to them. It","shall, where applicable, contain all of the","following elements:"],"old":["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 individual","directors, including to newly recruited and","former directors, in the last financial year.","It shall, where applicable, contain all of the","following elements:"],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"370","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Axel Voss, Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-159","justification":"The distinctions under national law regarding identification by companies must be taken into\naccount when providing shareholder identification. 2007/36/EG","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","intermediaries offer to companies the","possibility to have their shareholders","identified, taking account of existing","national systems."],"old":["1. Member States shall ensure that","intermediaries offer to companies the","possibility to have their shareholders","identified."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"159","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-371","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 b \u2013 paragraph 1 \u2013 point a"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:27"},"new":["(a) the total remuneration paid or payable","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","performance criteria where applied;"],"old":["(a) 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","performance criteria where applied;"],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"371","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-160","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 1a (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:30"},"new":["1a. Information required for","identification of shareholders shall be","used only with the purpose of","communication between companies and","their shareholders."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"160","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-161","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 2"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:30"},"new":["deleted"],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"161","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-372","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point a"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:28"},"new":["(\u0430) 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;"],"old":["(\u0430) 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","performance criteria where applied;"],"orig_lang":"bg","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"372","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-373","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point aa (new)"]],"meps":[124742],"meta":{"created":"2019-07-03T06:54:28"},"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;"],"orig_lang":"pt","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"373","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-162","justification":"Empowering companies with a right to identify their shareholders together with an efficient\nsanction system, is the basis of an effective shareholder identification system. The sanction\nattached to the failure to provide companies with the identity of shareholders or\nintermediaries\u2019 clients should enable companies to suspend voting rights or/and dividend\npayments. This will also ensure that the company can enforce such rights against\nintermediaries who may not be domiciled in the EU.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 2"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:30"},"new":["2. Member States shall ensure that, on the","request of the company, the intermediary","communicates without undue delay to the","company the names of shareholders,","whether or not they hold shares on their","own behalf; if they hold on behalf of","another person, the name and, contact","details of that beneficiary, their own","contact details (including full address,","telephone number and e-mail address),","the number of shares owned and voting","rights held by them, and their unique","identifier where available. Where there is","more than one intermediary in a holding","chain, the request of the company shall be","transmitted between intermediaries","without undue delay.","Member States shall ensure that","companies have at least the right to","suspend voting rights and/or dividend","payments in the event of any violation of","the right.","Member States may provide that central","securities depositories (CSDs) are","amongst intermediaries responsible for","collecting the information referred to in","the first sentence of the first paragraph","and for providing it directly to the","company."],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"162","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-163","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 2"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:30"},"new":["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 or other identification data.","Where there is more than one intermediary","in a holding chain, the request of the","company and the identity and contact","details of the shareholders shall be","transmitted between intermediaries without","undue delay."],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"bg","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"163","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-374","justification":"Multinationals have a high number of employees and their remuneration is diversified on the\nbasis of their geographical area of origin; it would therefore be an unmanageable task to\nprocess this kind of data. In SMEs, pay policy depends on a number of factors (size, business\nactivity, strategy, organisation). The impact of such specific factors makes it particularly\ncomplex to calculate exact ratios and compare those of different companies, which casts\ndoubt on their usefulness.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point b"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:28"},"new":["(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;"],"old":["(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 and to change in the","average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"374","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-164","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3 a \u2013 paragraph 2"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:30"},"new":["2. This right includes the right to receive","from the intermediary without undue delay","the names of shareholders and, where","available, address and number of shares","and voting rights they hold and the unique","identifier of legal persons Where there is","more than one intermediary in a holding","chain, the request of the company and the","identity and contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"old":["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 contact details of the","","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"164","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-165","justification":" In order for the information on the name and contact details of the shareholders to be useful\n it needs to be complemented by the amount of shares and their voting powers.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 2"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:30"},"new":["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","ii) the amount of shares and the voting","power associated with those shares","Where there is more than one intermediary","in a holding chain, the request of the","company and the information referred to","in points (i) and (ii) shall be transmitted","between intermediaries without undue","delay."],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"165","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-375","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point b"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative change of the remuneration","of directors over the last three financial","years and its relation to the development of","the value of the company;"],"old":["(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 and to change in the","average remuneration of full time","","employees of the company other than","directors;"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"375","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-166","justification":" It needs to be made clearer that a company has the right to know the identity of the\n shareholder. The company should also be able to find out the number of shares held by the\n shareholder and of the attached the voting rights, so that it can obtain a better overview of the\n ownership structure of the company.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 2"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:30"},"new":["2. Member States shall provide that","companies have the right to know the","identity of the shareholders and that, on","the request of the company, the","intermediary communicates without undue","delay to the company the name and contact","details of the shareholders, the number of","shares they hold and of the attached the","voting rights, 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 contact details of the shareholders shall","be transmitted between intermediaries","without undue delay."],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"166","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Laura Ferrara","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-376","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Direttiva 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point b"]],"meps":[124833],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative change of the remuneration","of executive directors over the last three","financial years and its relation to both the","administrative and financial development","of the company and the change in the","average remuneration of employees of the","company;"],"old":["(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 and to change in the","average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"it","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"376","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss, Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-167","justification":"It needs to be ensured that the necessary contact details are available in order to contact the\nshareholder by post, telephone or electronically.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:30"},"new":["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."],"old":["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 contact details of the","shareholders shall be transmitted between","intermediaries without undue delay."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"167","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-377","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point b"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative change of the remuneration","of directors over the last three financial","year and the relative change in the average","remuneration of full time employees of the","company other than directors;"],"old":["(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 and to change in","the average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"377","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-378","justification":"full time employees are not a fixed or determinable size and thus there is no foundation for\ncomparison","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point b"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative change of the remuneration","of directors over the last three financial","years and its relation to the development of","the value of the company;"],"old":["(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 and to change in the","average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"378","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Virginie Rozi\u00e8re","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-168","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 a \u2013 paragraph 3"]],"meps":[103845],"meta":{"created":"2019-07-03T06:54:30"},"new":["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 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","12 months after the individual concerned","has ceased to be a shareholder."],"old":["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","receiving it."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"168","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-379","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point b"]],"meps":[124742],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative changes in the","remuneration both of executive directors","and of non-executive directors over the","last three financial years, their relation to","the development of the general","performance of the company and to","change in the average remuneration of","employees in the same period;"],"old":["(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 and to change in the","average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"pt","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"379","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-380","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 200/36/EC","Article 9 b \u2013 paragraph 1 \u2013 point b"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative change of the remuneration","of directors over the last three financial","years, its relation to the development of the","performance of the company and to","change in the average remuneration of full","time employees of the company other than","directors over the same period;"],"old":["(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 and to change in the","average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"380","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-169","justification":"A longer period for companies to keep shareholder identification data is required to allow\ncompanies to engage with investors to understand why e.g. remuneration policy was rejected.\nGiven the fact that it may currently take up to 8 weeks to obtain information on shareholders,\nand the fact that a shareholder may sell the company\u2019s share the day following the AGM, a\nperiod of 6 months may not be sufficient.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 3"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:30"},"new":["3. Shareholders shall be duly informed by","their intermediary where the information","on them referred to in paragraph 2 has","been transmitted to the company 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, of engagement and dialogue","between the company and 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","the company has been reliably informed","that the person has ceased to be a","shareholder."],"old":["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","receiving it."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"169","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-381","justification":"Full time employees are not a fixed or determinable size and thus there is no foundation for\ncomparison.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 b \u2013 paragraph 1 \u2013 point b"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:28"},"new":["(b) the relative change of the remuneration","of directors over the last three financial","years and its relation to the development of","the value of the company;"],"old":["(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 and to change in the","average remuneration of full time","employees of the company other than","directors;"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"381","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-170","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 3"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:31"},"new":["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."],"old":["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","receiving it."],"orig_lang":"bg","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"170","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-382","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point c"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:28"},"new":["(c) any remuneration received by or still","due to directors of the company from any","undertaking belonging to the same group;","Or. de","(Based on the amendment to Article 9b(1))"],"old":["(c) any remuneration received by directors","of the company from any undertaking","belonging to the same group;","","",""],"peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"382","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-171","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:31"},"new":["3. Member States shall ensure that","shareholders are duly informed by their","intermediary that the information","regarding their identity may be processed","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 is necessary,","and in any event not longer than 12","months after receiving it."],"old":["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","receiving it."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"171","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-383","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 1 \u2013 point d"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:29"},"new":["(d) the number of shares and share options","granted, and the main conditions for the","exercise of the rights including the exercise","price and date and any change thereof;"],"old":["(d) the number of shares and share options","granted or offered, and the main conditions","for the exercise of the rights including the","exercise price and date and any change","thereof;"],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"383","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-172","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3 a \u2013 paragraph 3"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:31"},"new":["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 6","months after the individual concerned has","ceased to be a shareholder."],"old":["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","receiving it.",""],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"172","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-384","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 b \u2013 paragraph 1 \u2013 point e"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:29"},"new":["(e) where appropriate, information on the","use of the possibility to reclaim variable","remuneration;"],"old":["(e) information on the use of the possibility","to reclaim variable remuneration;"],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"384","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-173","justification":"The proposed wording would seems too restrictive","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["2007/36/EC","Article 3a \u2013 paragraph 3"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:31"},"new":["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. 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","receiving it."],"old":["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","receiving it."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"173","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-385","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 b \u2013 paragraph 1 \u2013 point f"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:29"},"new":["(f) information on how the remuneration of","directors was established, including, where","appropriate, on the role of the","remuneration committee."],"old":["(f) information on how the remuneration of","directors was established, including on the","role of the remuneration committee."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"385","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-174","justification":" The directive should not select an inflexible deadline for the deletion of this information. The\n requirement to delete the information should rather be linked to the time when the shares\n were transferred to other persons.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 3"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:31"},"new":["3. Shareholders shall be duly informed by","their intermediary when information","concerning them pursuant to paragraph 2","has been 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 3 months after the shareholder","has relinquished ownership of the shares."],"old":["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","receiving it."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"174","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-386","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:29"},"new":["deleted"],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"386","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-175","justification":"It is not clear why the company must delete the data transmitted by the intermediary after 24\nmonths. This would mean the that company would have to go back to the intermediary to\nrequest the data. This can only refer to the deletion of obsolete data.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 Paragraph 3"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:31"},"new":["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 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 12 months after","removal from the share register."],"old":["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","receiving it."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"175","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-387","justification":"As shareholders have already voted on a binding remuneration policy, it is disproportionate\nto require a mandatory vote on the remuneration report.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:29"},"new":["deleted"],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"387","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-176","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 a \u2013 paragraph 4"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:31"},"new":["4. Member States shall ensure that an","intermediary that imparts to the company","information regarding shareholders","referred to in paragraph 2 is not","considered in breach of any restriction on","disclosure of information imposed by","contract or by any legislative, regulatory or","administrative provision."],"old":["4. Member States shall ensure 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","administrative provision."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"176","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-388","justification":" Member States may ensure the right of the shareholders to vote, if this possibility complies\n with the national regulation on companies.","location":[["Proposal for a directive","Article 1 \u2013 point 4"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:29"},"new":["3. Member States may 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."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"388","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-177","justification":" The suggested implementing act seems to be intended to supplement the basic act which is not\n acceptable. Furthermore there would not seem to be a need for more detailed rules than what\n is already provided for in the article.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 5"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:31"},"new":["deleted"],"old":["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 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)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"177","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-178","justification":"additional bureaucracy","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3a \u2013 paragraph 5"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:31"},"new":["deleted"],"old":["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 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)."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"178","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-389","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 b \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["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. Member States shall ensure that","employees are entitled to express a view,","via their representatives, on the","remuneration report before it is submitted","to the shareholders."],"old":["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.","",""],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"389","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-390","justification":"The vote on remuneration report may rise problems in terms of effects on the compensation\n\n which have been already paid. Furthermore it may rise certain operational difficulties in\n combination with a vote on remuneration policy (for ex. the two votes could be contradictory,\n in some case due to the high shareholder turnover). Therefore, it seems more appropriate to\n let Member States the alternative between an advisory vote and a discussion in the general\n meeting.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:29"},"new":["3. Member States may allow 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, where necessary,","enter into a dialogue with the","shareholders in order to identify the","reasons for the rejection. The company","shall explain in the next remuneration","report how the vote of the shareholders has","been taken into account.","Member States may also provide that","shareholders should submit to the","company a reason for any votes against","the resolution, together with the vote","itself.","However, Member States may provide, as","an alternative to the vote, that","remuneration report of the last financial","year is submitted to shareholders for","discussion in the annual general meeting","as a separate item of the agenda."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"390","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-179","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3a \u2013 paragraph 5"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:31"},"new":["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)."],"old":["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 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)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"179","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-391","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:29"},"new":["3. Member States may provide that","shareholders are given the right to hold an","advisory or binding 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."],"old":["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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"391","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-180","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 a \u2013 paragraph 5"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:31"},"new":["5. The Commission shall be empowered to","adopt delegated acts in accordance with","Article XXX, 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 and the","deadlines to be complied with."],"old":["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 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)."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"180","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-392","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 3"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:29"},"new":["3. Member States may 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."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"392","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-181","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3b \u2013 paragraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:31"},"new":["1. Member States shall ensure that if a","company cannot directly communicate","with its shareholders, the information","related to their shares shall be 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:"],"old":["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","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:"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"181","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-393","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 3a (new)"]],"meps":[124742],"meta":{"created":"2019-07-03T06:54:29"},"new":["3a. Employees shall be entitled, via their","representatives, to express a view on the","remuneration report before it is submitted","to shareholders."],"orig_lang":"pt","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"393","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-182","justification":"It would seem logical to have this information available online.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:31"},"new":["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:"],"old":["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","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:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"182","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-183","justification":"The Commission proposal does not take into account the shareholder\u2019s \u2018right not to receive\ninformation\u2019. In banking practice not all shareholders are interested in receiving the\nrespective information (e.g. in savings and retail banks, 90% of investors are retail, and for\ninstance in Germany only 10% have a secure email box which means that paper remains the\nmain medium (not taking into account online banking).","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3b \u2013 paragraph 1 \u2013 subparagraph 1a (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:31"},"new":["Member States shall ensure that","shareholders may waive their right to","receive the information referred to in the","first subparagraph."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"183","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-184","justification":" The suggested implementing act seems to be intended to supplement the basic act which is not\n acceptable. Furthermore there would not seem to be a need for more detailed rules than what\n is already provided for in the article.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3b \u2013 paragraph 5"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:31"},"new":["deleted"],"old":["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. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a (2)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"184","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-394","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 b \u2013 paragraph 3b (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:29"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"394","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-185","justification":"Unnecessary bureaucracy.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3b \u2013 paragraph 5"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:31"},"new":["deleted"],"old":["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. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a(2)."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"185","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-395","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 b \u2013 paragraph 3 c (new)"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:29"},"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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"395","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-186","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3b \u2013 paragraph 5"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:32"},"new":["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. 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Those implementing acts shall","be adopted in accordance with the","examination procedure referred to in","Article 14a (2)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"186","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-396","justification":"Additional implementing acts to further specify a presentation that is already standardised\nwould lead to unnecessary bureaucracy.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9b \u2013 paragraph 4"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:29"},"new":["deleted"],"old":["4. The Commission shall be empowered to","adopt implementing acts to specify the","standardised presentation of the","information laid down in paragraph 1 of","this Article. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a(2)."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"396","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-187","justification":" In some national company laws, the shareholder on the register is an intermediary rather\n than the end investor. The end investors should be able to exercise their rights over the\n intermediaries, as well as towards the company. The end investors may still trade their shares\n after the transmission of such information from the intermediary to the company, so that the\n information may not be effective for legal registration or trading purposes.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 paragraph 1"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:32"},"new":["1. Member States shall ensure that the","intermediaries facilitate the exercise of","shareholder rights by both the shareholder","under national law and by the end","investor, including the right to participate","and vote in general meetings. Such","facilitation shall comprise at least either of","the following:"],"old":["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 either of the following:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"187","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-397","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 b \u2013 paragraph 4"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:29"},"new":["4. The Commission shall be empowered to","adopt delegated acts, in accordance with","Article XXX, to specify the standardised","presentation of the information laid down","in paragraph 1 of this Article."],"old":["4. The Commission shall be empowered to","adopt implementing acts to specify the","standardised presentation of the","information laid down in paragraph 1 of","this Article. Those implementing acts","shall be adopted in accordance with the","examination procedure referred to in","Article 14a (2)."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"397","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-188","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:32"},"new":["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 both of the following:"],"old":["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 either of the following:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"188","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-398","justification":"Transactions between parent and subsidiary undertakings are a daily occurrence. An\nobligation to call a general meeting to approve such transactions would make it virtually\nimpossible for the undertaking to take short-term action on the transactions market. It would\nalso mean that trade secrets would have to be disclosed so that the general meeting could\ntake an informed decision.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:29"},"new":["deleted"],"old":["Article 9c","Right to vote on related party transactions","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. 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.","Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions","with an identified related party in a period","of not longer than 12 months after","granting the exemption. Where the related","party transactions involve a shareholder,","this shareholder shall be excluded from","the vote on the advance exemption.","2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval.","Member States may provide that","companies can request the advance","approval by shareholders of the","transactions referred to in subparagraph","1 in case of clearly defined types of","recurrent transactions with an identified","","related party in a period of not longer","than 12 months after the advance","approval of the transactions. Where the","related party transactions involve a","shareholder, this shareholder shall be","excluded from the vote on the advance","approval.","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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval.","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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"398","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-189","justification":"In some national company laws, the shareholder on the register is an intermediary rather\nthan the end investor. The end investors should be able to exercise their rights over the\nintermediaries, as well as towards the company. The end investors may still trade their shares\nafter the transmission of such information from the intermediary to the company, so that the\ninformation may not be effective for legal registration or trading purposes.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 point a"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:32"},"new":["(a) the intermediary makes the necessary","arrangements for the shareholder or a third","person nominated by the end investor to be","able to exercise themselves the rights;"],"old":["(a) the intermediary makes the necessary","arrangements for the shareholder or a third","person nominated by the shareholder to be","able to exercise themselves the rights;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"189","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-190","justification":" An intermediary cannot be required to exercise the voting rights of the shareholder at a\n general meeting. This might result in intermediaries having to attend all general meetings.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 point b"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["(b) the intermediary exercises the rights","flowing from the shares upon the explicit","authorisation and instruction of the","shareholder and for his benefit."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"190","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-399","justification":" The amendment redefines the materiality thresholds of related party transactions, in\n compliance with transparency requirements, rather than using solely the asset parameter.\n Secondly, the amendment changes the provision requiring a report to be drafted by an\n independent third party, making it more flexible and preventing the risk of an overlapping of\n\nroles, as in some legal systems the role of expert is performed by committees of independent\ndirectors on boards.","location":[["Proposal for a directive","Article 1 \u2013 point 4 "]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies, in case of material transactions","with related parties, publicly announce","such transactions at the time of the","conclusion of the transaction. The","announcement shall contain information","on the nature of the related party","relationship, the name of the related","party, the value of the transaction and any","other information necessary to assess the","transaction.","Member States may provide that the","announcement 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 party,","in particular minority shareholders. 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The end investors may still trade their shares\n after the transmission of such information from the intermediary to the company, so that the\n information may not be effective for legal registration or trading purposes.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 point b"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:32"},"new":["(b) the intermediary exercises the rights","flowing from the shares upon the explicit","authorisation and instruction of the end","investor and for his benefit."],"old":["(b) the intermediary exercises the rights","flowing from the shares upon the explicit","authorisation and instruction of the","shareholder and for his benefit."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"191","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-400","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[23704],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. 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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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"400","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-192","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 point b"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:32"},"new":["b) the intermediary exercises the rights","flowing from the shares for the benefit of","the shareholder, upon receipt of the","shareholder\u2019s explicit authorisation and","instruction in writing."],"old":["b) the intermediary exercises the rights","flowing from the shares upon the explicit","authorisation and instruction of the","","shareholder and for his benefit."],"orig_lang":"bg","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"192","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-401","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies, in case of","significant transactions with related","parties, publicly announce such","transactions at the time of the conclusion of","the transaction, and accompany the","announcement by a report from the","administrative or supervising body","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. 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. Member States may","provide that report may be prepared by an","independent third party."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"401","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-193","justification":"In some national company laws, the shareholder on the register is an intermediary rather\nthan the end investor. The end investors should be able to exercise their rights over the\nintermediaries, as well as towards the company. The end investors may still trade their shares\nafter the transmission of such information from the intermediary to the company, so that the\ninformation may not be effective for legal registration or trading purposes.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 point ba (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:32"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"193","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-402","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies publicly announce transactions","with related parties that represent more","than 1% of their assets immediately","following the approval of the transaction.","The announcement shall at least contain","information on the nature of the related","party relationship, the name of the related","party, the value of the transaction and any","other information necessary to assess the","financial impartiality of the transaction."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"402","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-194","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 paragraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","","","shareholders. 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"194","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-403","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies publicly announce material","transactions with related parties at the","latest at the time of the conclusion of the","transaction. The announcement shall","contain at least information on the nature","of the related party relationship, the name","of the related party, the date and the value","of the transaction and any other","information necessary to assess the","transaction."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"403","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss, Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-195","justification":" Unnecessary red tape.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 paragraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","shareholders. 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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"195","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-404","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:30"},"new":["Member States shall ensure that","companies, in case of significant","transactions with related parties, publicly","announce such transactions at the time of","the conclusion of the transaction. Member","States may stipulate that this","announcement is accompanied by a report","from an independent third party which","provides the information needed to assess","the significance of the transaction for the","company. 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."],"old":["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. 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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"404","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-196","location":[[" Proposal for a directive","Article 1 \u2013 point 3 "]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:32"},"new":["2. Member States shall ensure that","companies disclose the results of votes in","general meetings. Member States shall,","within a period of five years after the date","of entry into force of this Directive, take","all the necessary measures to ensure that","companies confirm the votes cast on behalf","of the shareholder in a general meeting at","the request of the Council or of the","intermediary who has cast the vote on his","behalf, whether electronically or by any","other means. They may provide that a","reasonable charge be made for","confirmation. When the vote has been","cast by an intermediary, 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."],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","shareholders. 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."],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"196","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-405","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies, in case of significant","transactions with related parties 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. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"405","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-197","justification":" This adjustment is needed in order to have a more proportional approach which is\n manageable for companies.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 paragraph 2"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:32"},"new":["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","transmitted between intermediaries without","undue delay."],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","shareholders. 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"197","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-406","justification":" Additional disclosure requirements related to an independent third party report would result\n in the publication of commercially sensitive information, placing the company at a\n competitive disadvantage, which would in turn have negative implications for the company\n and all its shareholders. Providing such a report also creates excessive administrative burden\n and costs to companies and its shareholders.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:30"},"new":["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. 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 material information","necessary to assess the financial","impartiality of the transaction."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"406","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-198","justification":" The vote can only be confirmed if it took place in a technically traceable \u2013 i.e. in most cases\n electronic \u2013 form.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 paragraph 2"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:32"},"new":["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."],"old":["2. Member States shall ensure that","companies confirm the votes cast in","general meetings by or on behalf of","shareholders. 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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"198","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-407","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies, in case of significant","transactions with related parties, publicly","announce such transactions. The","announcement shall contain information on","the nature of the related party relationship,","the name of the related party and the","amount of the transaction."],"old":["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. 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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"407","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-199","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 paragraph 2a (new)"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:32"},"new":["2a. Member States shall guarantee the","right of shareholders to associate for the","collective defence of their interests in","shareholder associations."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"199","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-408","location":[[" Proposal for a directive","Article 1 \u2013 point 4"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:30"},"new":["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 entry into","the transaction.","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 material information necessary","to assess the economic fairness of the","transaction from the perspective of the","company."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"408","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-200","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3c \u2013 paragraph 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["3. The Commission shall be empowered to","adopt implementing acts to specify the","requirements to facilitate the exercise of","shareholder rights laid down in","paragraphs 1 and 2 of this Article","including as regards the type and content","of the facilitation, the form of the voting","confirmation 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)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"200","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sirpa Pietik\u00e4inen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-409","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[40599],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies, in case of transactions with","related parties that represent more than 5%","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. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"409","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-201","justification":" The suggested implementing act seems to be intended to supplement the basic act which is not\n acceptable. Furthermore there would not seem to be a need for more detailed rules than what\n is already provided for in the article.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 paragraph 3"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:33"},"new":["deleted"],"old":["3. The Commission shall be empowered to","adopt implementing acts to specify the","requirements to facilitate the exercise of","shareholder rights laid down in","paragraphs 1 and 2 of this Article","including as regards the type and content","of the facilitation, the form of the voting","confirmation 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)."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"201","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-410","justification":"The obligation for companies to request a report from an independent third party for each\ntransaction representing more than 1% of their assets would represent an enormous\nbureaucratic and financial burden for companies. It should therefore also be possible to fulfil\ndisclosure obligations by presenting a report from the administrative or supervisory body\nassessing whether the transaction is on market terms and is fair and reasonable from the\nperspective of the company.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:30"},"new":["1. Member States shall ensure that","companies, in case of significant","transactions with related parties, publicly","announce such transactions as soon as","reasons of confidentiality no longer apply.","The announcement shall be accompanied","by a report from an independent third party","or the administrative or supervisory body","assessing whether or not the transaction is","fair and reasonable from the perspective of","the company. The announcement shall","contain information on the nature of the","related party relationship, the name of the","related party and the main information","necessary to assess the transaction."],"old":["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. 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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"410","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-202","justification":"Unnecessary red tape.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3c \u2013 paragraph 3"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:33"},"new":["deleted"],"old":["3. The Commission shall be empowered to","adopt implementing acts to specify the","requirements to facilitate the exercise of","shareholder rights laid down in","paragraphs 1 and 2 of this Article","including as regards the type and content","","","of the facilitation, the form of the voting","confirmation 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)."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"202","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-411","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96663,124899],"meta":{"created":"2019-07-03T06:54:30"},"new":["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. 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 material information","necessary to assess the economic fairness","of the transaction from the perspective of","the company."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"411","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-203","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3d \u2013 paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:33"},"new":["1. Member States shall require","intermediaries to publicly disclose prices,","fees and any other charges separately for","each service referred to in this chapter."],"old":["1. Member States shall allow","intermediaries to charge prices or fees for","the service to be provided under this","chapter. Intermediaries shall publicly","disclose prices, fees and any other charges","separately for each service referred to in","this chapter."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"203","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-412","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:30"},"new":["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. 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"412","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-413","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 1a (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:30"},"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."],"old":[""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"413","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-204","justification":" The performance of the services listed in Articles 3a to 3c is in the interest of the company, so\n it should bear the costs.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3d \u2013 paragraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:33"},"new":["1. Member States shall allow","intermediaries to charge the costs of the","service to be provided by the companies","under this chapter. Intermediaries shall","publicly disclose prices, fees and any other","charges separately for each service referred","to in this chapter."],"old":["1. Member States shall allow","intermediaries to charge prices or fees for","the service to be provided under this","chapter. Intermediaries shall publicly","disclose prices, fees and any other charges","separately for each service referred to in","this chapter."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"204","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-414","justification":" The provisions in the second subparagraph are disproportionate.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:30"},"new":["deleted","Or. de","subparagraph has been adopted!)"],"old":["Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions","with an identified related party in a period","of not longer than 12 months after","granting the exemption. Where the related","party transactions involve a shareholder,","this shareholder shall be excluded from","the vote on the advance exemption.","","","","","","(To be put to the vote only if the corresponding amendment by A. Niebler to Article 9c(1), first"],"peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"414","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sergio Gaetano Cofferati","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-205","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3d \u2013 paragraph 1"]],"meps":[96915],"meta":{"created":"2019-07-03T06:54:33"},"new":["1. Member States shall allow","intermediaries to charge prices or fees for","the service to be provided under Articles","3b and 3c of this chapter. Member States","may allow intermediaries to charge prices","or fees for the service to be provided","under Article 3a of this chapter.","Member States shall ensure that prices","and fees for the services to be provided","under this chapter are affordable and","reasonable. Intermediaries shall publicly","disclose, separately for each service,","prices, fees and any other charges for the","services referred to in this chapter."],"old":["1. Member States shall allow","intermediaries to charge prices or fees for","the service to be provided under this","chapter. Intermediaries shall publicly","disclose prices, fees and any other charges","separately for each service referred to in","this chapter."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"205","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-206","justification":"The directive should prevent that shareholders who do not make use of the services provided\nby the intermediaries have to pay for these services (for instance by having to pay an\nincreased overall charge). Also, the intermediaries cannot influence content, quality or\nfrequency of the information which they are supposed to receive from the companies. The\ncompanies which issue the information to the intermediaries are the ones responsible for\ncontent and quality of the information.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3d \u2013 paragraph 2"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:33"},"new":["2. Member States shall ensure that any","charges that may be levied by an","intermediary on companies and other","intermediaries shall be non-discriminatory","and proportional. Any differences in the","charges levied between domestic and","cross-border exercise of rights shall be","duly justified."],"old":["2. Member States shall ensure that any","charges that may be levied by an","intermediary on shareholders, companies","and other intermediaries shall be non-","discriminatory and proportional. Any","differences in the charges levied between","domestic and cross-border exercise of","rights shall be duly justified."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"206","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-415","justification":" In order to provide for the necessary flexibility of everyday business, shareholders need to\n have the option to exempt certain transactions from para 1, in case these transactions are\n recurrent.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:30"},"new":["Member States shall provide that","shareholders may exempt companies from","the requirement of paragraph 1 in case of","clearly defined types of recurrent","transactions with an identified related party","in a period of not longer than 12 months","after granting the exemption. Where the","related party transactions involve a","shareholder, this shareholder may be","excluded from the vote on the advance","exemption."],"old":["Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions with","an identified related party in a period of not","longer than 12 months after granting the","exemption. Where the related party","transactions involve a shareholder, this","shareholder shall be excluded from the","vote on the advance exemption."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"415","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-207","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3d \u2013 paragraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:33"},"new":["2. Member States shall ensure that any","charges that may be levied by an","intermediary on shareholders, companies","and other intermediaries shall be non-","discriminatory and proportional. Any","differences in the charges levied between","domestic and cross-border exercise of","rights shall only be permitted where duly","justified."],"old":["2. Member States shall ensure that any","charges that may be levied by an","intermediary on shareholders, companies","and other intermediaries shall be non-","","discriminatory and proportional. Any","differences in the charges levied between","domestic and cross-border exercise of","rights shall be duly justified."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"207","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-416","justification":"In order to provide for the necessary flexibility of everyday business, shareholders need to\nhave the option to exempt certain transactions from para 1, in case these transactions are\nrecurrent.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:30"},"new":["Member States shall provide that","shareholders can exempt from the","requirement of paragraph 1 in case of","clearly defined types of recurrent","transactions with an identified related party","in a period of not longer than 12 months","after granting the exemption. Where the","related party transactions involve a","shareholder, this shareholder may be","excluded from the vote on the advance","exemption."],"old":["Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions with","an identified related party in a period of not","longer than 12 months after granting the","exemption. Where the related party","transactions involve a shareholder, this","shareholder shall be excluded from the","vote on the advance exemption."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"416","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-208","justification":" Intermediaries would be free to charge for meeting their obligations under this chapter, and\n might put such charges at such a level as to discourage companies from communicating with\n their shareholders. Member States should have discretion over this issue.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3d \u2013 paragraph 2a (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"208","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-417","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:31"},"new":["deleted"],"old":["Member States may provide that","companies can request their shareholders","","","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions","with an identified related party in a period","of not longer than 12 months after","granting the exemption. Where the related","party transactions involve a shareholder,","this shareholder shall be excluded from","the vote on the advance exemption."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"417","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-209","justification":"Although the costs for services should be partitioned on the free market it would seem\nreasonable to ensure that shareholders are not unduly hindered from exercising their rights\nat general meetings.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3d \u2013 paragraph 2a (new)"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"209","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-418","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:31"},"new":["Member States may provide that the","announcement published pursuant to","paragraph 1 is accompanied by a report","assessing whether or not the transaction","is fair from the perspective of the","shareholders, including minority","shareholders, and explaining the","assumptions the report based upon","together with the methods used.","The report shall be produced by an","independent third party. Member States","may provide that this report can be","produced by:","(a) the independent directors of the","company; or","(b) the audit committee or any committee","the majority of which is composed of","independent directors;","provided that the related parties are","prevented from influencing the","preparation of the report."],"old":["Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions","with an identified related party in a period","of not longer than 12 months after","granting the exemption. Where the related","party transactions involve a shareholder,","this shareholder shall be excluded from","the vote on the advance exemption.",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"418","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand, Philippe Lamberts","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-210","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3d \u2013 paragraph 2a (new)"]],"meps":[124693,96648],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"210","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-419","justification":" Disclosure is one of the key measures in safeguarding against abusive related party\n transactions and should be the measure in focus at the EU-level balanced against the risk of\n unnecessary disclosure of business sensitive information to competitors. Member States\n supplement disclosure requirements with a range of other measures to safeguard against the\n risk of abuse, including inter alia control by independent directors, auditors and tax\n authorities. These supplementary measures fit into the specific national setting of the\n individual Member and works well in many Member States without the additional measures\n proposed by the Commission. It would go against the subsidiarity and proportionality\n principles if EU-level legislation makes prescriptive \u201cone-size-fits-all\u201d solutions that\n undermine well-functioning national systems. EU-regulation against abusive related party\n transaction, other than disclosure requirements, must therefore be principles-based and\n flexible enough to allow for national differences.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96663,124899],"meta":{"created":"2019-07-03T06:54:31"},"new":["Member States may provide that the","announcement published pursuant to","paragraph 1 is accompanied by a report","assessing whether or not the transaction","is fair from the perspective of the","company, including minority","shareholders, and explaining the","assumptions the report is based upon","together with the methods used.","The report shall be produced by:","(a) an independent third party;","(b) the administrative or supervisory body;","(c) the audit committee or any other","committee the majority of which is","composed of directors with no conflict of","interest in the transaction; or","(d) any other qualified people in the","company with no conflict of interest in the","transaction","provided that the related parties are","prevented from influencing the","preparation of the report."],"old":["Member States may provide that","companies can request their shareholders","to exempt them from the requirement of","subparagraph 1 to accompany the","announcement of the transaction with a","related party by a report from an","independent third party in case of clearly","defined types of recurrent transactions","with an identified related party in a period","of not longer than 12 months after","granting the exemption. Where the related","party transactions involve a shareholder,","this shareholder shall be excluded from","the vote on the advance exemption.",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"419","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-211","justification":" The encouragement of long-term shareholdings should not be imposed at EU level, but rather\n left to the individual Member States.","location":[["Proposal for a directive","Article 1 \u2013 point 3 "]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:33"},"new":["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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"211","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-420","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that","significant transactions with related parties","are submitted to a vote by the shareholders.","Where the related party transaction","involves a shareholder, this shareholder","shall be excluded from that vote. The","company shall not conclude the transaction","before the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"420","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-212","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3 d a (new) \u2013 paragraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:33"},"new":["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:","\u2014 additional voting rights;","\u2014 tax incentives;","\u2014 loyalty dividends;","\u2014 loyalty shares."],"old":[""],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"212","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-421","justification":"Introducing an EU one-size-fits-all approach to deal with Related Party Transactions\ninterferes unnecessarily with the national set-ups and therefore disrespects the subsidiarity\nand proportionality principles. It will lead to unnecessary burdens in Member States where\nwell-functioning less rigorist safeguards are already in place.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:31"},"new":["deleted"],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"421","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-213","justification":" New rules for asset managers and institutional investors proposed in Chapter 1B overlap with\n requirements asset managers and institutional investors are already subject to in AIFMD,\n UCITS Directive and MIFID, Directive 2009/138/EC, Directive 2003/41/EC.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Chapter Ib \u2013 Article 3e a (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"213","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-214","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 introductory words"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:34"},"new":["1. Member States shall ensure that","institutional investors and asset managers","develop a policy on shareholder","engagement (\u201cengagement policy\u201d) This","engagement policy shall explain how","institutional investors and asset managers","integrate shareholder engagement in their","investment strategy and conduct","engagement activities as set out in Article","2(h).","Institutional investors and asset managers","shall publicly disclose how this","engagement policy has been implemented","in an annual statement, including a","general overview of their voting behaviour","and their use of proxy advisors. A general","overview of voting behaviour shall include","disclosure of how votes were cast for each","company in which they hold at least 0,3%","of the voting rights, either individually or","in aggregate where voting rights are held","in funds managed by the same asset","manager or institutional investor.","Information referred to in this paragraph","shall be published by institutional","investors and asset managers on their","websites, or made available where they do","not have a website."],"old":["1. Member States shall ensure that","institutional investors and asset managers","develop a policy on shareholder","engagement (\u201cengagement policy\u201d) This","engagement policy shall determine how","institutional investors and asset managers","conduct all of the following actions:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"214","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-422","justification":" Involvement of shareholders in the general meeting should be on an exceptional basis only, in\n the case of a prior negative opinion on a related party transaction by a board committee of\n non-executive directors.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that material","transactions with related parties are","approved by the shareholders or by the","administrative or supervisory body of the","company in accordance with procedures","which prevent a related party from taking","advantage of its position and provide","adequate protection for the interests of","shareholders who are not related parties,","in particular minority shareholders.","Member States may provide that","shareholders have the right to vote on","material transactions approved by the","administrative or supervisory body of the","company.","Member States may provide that where","the related party transaction involves a","director or a shareholder, the director or","shareholder and the persons related to","them shall be prevented from having a","determining role in the approval process."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"422","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-215","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 f \u2013 paragraph 1 \u2013 subparagraphs 1 and 1a (new)"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:34"},"new":["1. Member States shall ensure that","institutional investors and asset managers","either comply with the provisions of the","following subparagraph or make public","their reasons for non-compliance.","Institutional investors and asset managers","shall formulate a shareholder","engagement policy ('engagement policy')","to determine how they:"],"old":["1. Member States shall ensure that","institutional investors and asset managers","develop a policy on shareholder","engagement (\u201cengagement policy\u201d) This","engagement policy shall determine how","institutional investors and asset managers","conduct all of the following actions:"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"215","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-216","justification":" As the engagement policy is proposed under a comply or explain measure it would not seem\n necessary or proportional to force all companies to include the same exact information. An\n additional provision is added to ensure that the article is clearly subject to comply or explain.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 introductory words"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:34"},"new":["1. Member States shall, without prejudice","to Article 3f(4), ensure that institutional","investors and asset managers develop a","policy on shareholder engagement","(\u201cengagement policy\u201d) This engagement","policy may inter alia determine how","institutional investors and asset managers","conduct any of the following actions:"],"old":["1. Member States shall ensure that","institutional investors and asset managers","develop a policy on shareholder","engagement (\u201cengagement policy\u201d) This","engagement policy shall determine how","institutional investors and asset managers","conduct all of the following actions:","",""],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"216","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-423","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9b \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies' assets or transactions which can","have a significant impact on profits or","turnover are compulsorily submitted to a","vote by the shareholders in a general","meeting. Where the related party","transaction involves a shareholder, this","shareholder shall be excluded from that","vote. The company shall not conclude the","transaction before the shareholders\u2019","approval of the transaction. The company","may however conclude the transaction","under the condition of shareholder","approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"bg","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"423","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-217","justification":" Regulated institutional investors and asset managers are already subject to a very wide\n variety of requirements and reporting obligations towards the relevant supervisory body.\n Accordingly these should be excluded from the development of any engagement policy.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 introductory words"]],"meta":{"created":"2019-07-03T06:54:34"},"new":["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","(\u201cengagement policy\u201d). This engagement","policy shall determine how institutional","investors and asset managers conduct all of","the following actions:"],"old":["1. Member States shall ensure that","institutional investors and asset managers","develop a policy on shareholder","engagement (\u201cengagement policy\u201d) This","engagement policy shall determine how","institutional investors and asset managers","conduct all of the following actions:"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"217","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-218","justification":"The wording here is too complex and imprecise.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 introductory words"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["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 cooperate","with shareholders, on the basis of","substantial exchanges. This cooperation","shall be put into practice in:"],"old":["1. Member States shall ensure that","institutional investors and asset managers","develop a policy on shareholder","engagement (\u201cengagement policy\u201d) This","engagement policy shall determine how","institutional investors and asset managers","conduct all of the following actions:"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"218","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-424","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that","significant transactions with related parties","are submitted to a vote by the","administrative body or supervising body","or the shareholders in a general meeting.","Where the related party transaction","involves a shareholder, this shareholder","shall be excluded from that vote. The","company shall not conclude the transaction","before the shareholders' approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"424","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-219","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36 EC","Article 3f \u2013 paragraph 1 \u2013 point a"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:34"},"new":["deleted"],"old":["(a) to integrate shareholder engagement","in their investment strategy;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"219","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-425","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies' assets are either submitted to a","vote by the shareholders in a general","meeting or to the approval of an","administrative or supervisory body of the","company or a committee within such a","body, assessing whether or not the","transaction is fair and reasonable from the","perspective of the company and","consequently its shareholders."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"425","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-220","location":[["Proposal for a directive","Article 1 \u2013 point 3 "]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["(a) their investment strategy;"],"old":["(a) to integrate shareholder engagement","in their investment strategy;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"220","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-426","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that material","transactions with related parties are","approved by the shareholders or by the","administrative or supervisory body of the","company in accordance with procedures","which prevent a related party from taking","advantage of its position and provide","adequate protection for the interests of","shareholders who are not related parties,","in particular minority shareholders.","Where the related party transaction","involves a director or a shareholder, the","director or shareholder and the persons","related to them shall be excluded from the","vote."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"426","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-221","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point b"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:34"},"new":["deleted"],"old":["(b) to monitor investee companies,","including on their non-financial","performance;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"221","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-427","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that","significant transactions with related parties","are confirmed by shareholders or an","administrative or other supervisory body","of the company. The intention is to","prevent related parties from gaining an","advantage from a special position and to","provide proper protection for the minority","of the shareholders. In the event of a","conflict of interests, the shareholder or","member of the administrative or other","supervisory body shall be excluded from","the corresponding vote."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"427","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-428","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:31"},"new":["2. Member States shall ensure that material","transactions with related parties are","approved at the latest immediately before","the time of their completion by the","shareholders or by the administrative or","supervisory bodies of the company in","accordance with procedures which","prevent a related party from taking","advantage of its position and provide","adequate protection for the minority","shareholders' interests."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"428","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-222","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3 f \u2013 paragraph 1 \u2013 point b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:34"},"new":["(b) to monitor investee companies,","including on their non-financial","performance and reduction of social and","environmental risks;"],"old":["(b) to monitor investee companies,","including on their non-financial","performance;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"222","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-429","justification":"A binding shareholder vote in a general meeting before the transaction is concluded could\nlead to a delay that would be detrimental to the company, given the amount of time that might\nelapse before the next general meeting and the difficulty of rapidly calling an extraordinary\ngeneral meeting. It should therefore also be permissible for approval to be given by the\nadministrative or supervisory body and for the transaction to be referred subsequently to the\ngeneral meeting.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:32"},"new":["2. Member States shall ensure that","significant transactions with related parties","are submitted to a vote by the shareholders","in a general meeting. Alternatively,","approval by the administrative or","supervisory body, that shall take account","of the special nature of the transaction,","may take the place of approval by the","shareholders. In this case, the","transactions shall be discussed with the","shareholders in the next general meeting.","Where the related party transaction","involves a member of the administrative","or supervisory body, this member of the","administrative or supervisory body shall","be excluded from that decision on","approval. The company shall not conclude","the transaction before the approval of the","transaction. The company may however","conclude the transaction under the","condition of approval."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"429","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-223","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point b"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["(b) the monitoring of investee companies,","including on their non-financial","performance;"],"old":["(b) to monitor investee companies,","including on their non-financial","performance;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"223","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-224","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point c"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:34"},"new":["deleted"],"old":["(c) to conduct dialogues with investee","companies;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"224","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-225","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point c"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["(c) dialogue with investee companies'","stakeholders;"],"old":["(c) to conduct dialogues with investee","companies;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"225","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Morten Messerschmidt, Andrzej Duda","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-430","justification":" Excluding a shareholder from making use of his/her right to vote at the general meeting is a\n very intrusive measure taking away a fundamental shareholder right. Such intrusive measure\n should only be put in place if other less rigorous safeguards are not sufficient to protect\n against abuse (proportionality). A report fulfilling the requirements in our proposal for a new\n paragraph 1, subparagraph 2, concluding that the transaction is fair from the perspective of\n the company, including the interests of minority shareholders, provides such alternative\n safeguard. Many Member States also have additional safeguards in place, e.g. the right for\n minority shareholders to demand that the district court or a public authority appoint a special\n\ninvestigator to be paid for by the company with the duty to examine specific circumstances\n(e.g. related party transactions) and the right to sue the management for damages on behalf\nof the company.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[96663,124899],"meta":{"created":"2019-07-03T06:54:32"},"new":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies' assets or transactions which","can have a significant impact on profits or","turnover are approved by the shareholders","in a general meeting or by the","administrative or supervisory body of the","company in accordance with procedures","which prevent a related party from taking","advantage of its position and provide","adequate protection of the interests of","shareholders who are not related parties.","Where the related party is a shareholder,","the related party and other shareholders","controlled by the related party shall be","excluded from voting on the approval of","the transaction, unless a report fulfilling","the requirements in paragraph 1,","subparagraph 2, concludes that the","transaction is fair from the perspective of","the company, including the interests of","minority shareholders.","Where the related party is a director, the","director and any other person having a","conflict of interest shall be excluded from","the vote in the administrative or","supervisory body."],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"430","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-226","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point d"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:34"},"new":["deleted"],"old":["(d) to exercise voting rights;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"226","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heidi Hautala","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-431","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[2054],"meta":{"created":"2019-07-03T06:54:32"},"new":["2. Member States may, depending on","national conditions and practices, decide","whether the requirement to hold a","shareholder vote is proportionate for all","transactions with related parties","representing more than 5% of the","companies' assets or whether it should","apply only to transactions which are not","concluded on market terms. Where the","related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders' approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval"],"old":["2. Member States shall ensure that","transactions with related parties","representing more than 5% of the","companies\u2019 assets or transactions which","can have a significant impact on profits or","turnover are submitted to a vote by the","shareholders in a general meeting. Where","the related party transaction involves a","shareholder, this shareholder shall be","excluded from that vote. The company","shall not conclude the transaction before","the shareholders\u2019 approval of the","transaction. The company may however","conclude the transaction under the","condition of shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"431","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-432","justification":" Introducing an EU one-size-fits-all approach to deal with Related Party Transactions\n interferes unnecessarily with the national set-ups and therefore disrespects the subsidiarity\n and proportionality principles. It will lead to unnecessary burdens in Member States where\n well-functioning less rigorist safeguards are already in place.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36","Article 9c \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["Member States may provide that","companies can request the advance","approval by shareholders of the","transactions referred to in subparagraph","1 in case of clearly defined types of","recurrent transactions with an identified","related party in a period of not longer","than 12 months after the advance","approval of the transactions. Where the","related party transactions involve a","shareholder, this shareholder shall be","excluded from the vote on the advance","approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"432","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-227","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point b"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:34"},"new":["deleted"],"old":["(d) to exercise voting rights;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"227","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-433","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 c \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["Member States may provide that","companies can request the advance","approval by shareholders of the","transactions referred to in subparagraph","1 in case of clearly defined types of","recurrent transactions with an identified","related party in a period of not longer","than 12 months after the advance","approval of the transactions. Where the","","","related party transactions involve a","shareholder, this shareholder shall be","excluded from the vote on the advance","approval."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"433","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-228","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point d"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["(d) the exercise of voting rights;"],"old":["(d) to exercise voting rights;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"228","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-434","justification":"These rules are disproportionate. Moreover, many Member States already have rules in place\nto prevent abuse.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted","Or. de","subparagraph has been adopted!)"],"old":["Member States may provide that","companies can request the advance","approval by shareholders of the","transactions referred to in subparagraph","1 in case of clearly defined types of","recurrent transactions with an identified","related party in a period of not longer","than 12 months after the advance","approval of the transactions. Where the","related party transactions involve a","shareholder, this shareholder shall be","excluded from the vote on the advance","approval.","","","","(To be put to the vote only if the corresponding amendment by A. Niebler to Article 9c(1), first"],"peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"434","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-229","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point e"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:34"},"new":["deleted"],"old":["(e) to use services provided by proxy","advisors;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"229","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-435","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["Member States may provide that","companies can request the advance","approval by shareholders of the","transactions referred to in subparagraph","1 in case of clearly defined types of","recurrent transactions with an identified","related party in a period of not longer","than 12 months after the advance","approval of the transactions. Where the","related party transactions involve a","shareholder, this shareholder shall be","excluded from the vote on the advance","approval."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"435","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-436","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 2 a (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:32"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"436","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-230","location":[["Proposal for a directive","Article 1 - point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point e"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:35"},"new":["(e) the use of services provided by proxy","advisors;"],"old":["(e) to use services provided by proxy","advisors;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"230","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-437","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 2 a (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:32"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"437","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-438","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:32"},"new":["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","significance under national law, the","transaction by which this threshold is","exceeded and any subsequent transactions","with the same related party shall be","submitted to a shareholder vote and may","only be unconditionally concluded after","shareholder approval."],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"438","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-231","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point f"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(f) to cooperate with other shareholders."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"231","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-439","justification":" Introducing an EU one-size-fits-all approach to deal with Related Party Transactions\n interferes unnecessarily with the national set-ups and therefore disrespects the subsidiarity\n and proportionality principles. It will lead to unnecessary burdens in Member States where\n well-functioning less rigorist safeguards are already in place.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"439","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-232","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 \u2013 point f"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:35"},"new":["(f) cooperation with other shareholders."],"old":["(f) to cooperate with other shareholders."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"232","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-440","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"440","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-233","justification":"In some cases publication of engagement policy and on relationship between institutional\ninvestors and asset managers may lead to disclosure of Trade Secrets and Confidential\nBusiness Information. Additionally asset managers and institutional investors often have\nadopted other arrangements than those stipulated in Chapter 1b which have a similar effect.\nTherefore flexibility should be offered to asset managers and institutional investors by\nproviding \u201ccomply or explain\u201d mechanism.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 1 a (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:35"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"233","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-441","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:32"},"new":["deleted"],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"441","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-234","justification":" duplication UCITS and AIFM","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 2"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["2. Member States shall ensure that the","engagement policy includes policies to","manage actual or potential conflicts of","interests with regard to shareholder","engagement. Such policies shall in","particular be developed for all of the","following situations:","(a) 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;","(b) a director of the institutional investor","or the asset manager is also a director of","the investee company;","(c) an asset manager managing the assets","of an institution for occupational","retirement provision invests in a company","that contributes to that institution;","(d) the institutional investor or asset","manager is affiliated with a company for","whose shares a takeover bid has been","launched."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"234","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-442","justification":" The amendment removes the 5% threshold while retaining the aggregation requirement for\n related party transactions concluded in the same financial year. The aim is to avoid the\n circumvention of provisions relating to transparency and to the requirement to inform\n shareholders.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:33"},"new":["3. Member States shall ensure that","transactions with the same related party","that have been concluded in any 12 months","period or in the same financial year and","have not been subject to the obligations","listed in paragraphs 1 or 2 are aggregated","for the purposes of those paragraphs."],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"442","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-235","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 2 \u2013 introductory words"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["2. Member States shall ensure that the","engagement policy includes policies to","manage actual or potential conflicts of","interests with regard to their engagements."],"old":["2. Member States shall ensure that the","engagement policy includes policies to","manage actual or potential conflicts of","interests with regard to shareholder","engagement. Such policies shall in","particular be developed for all of the","following situations:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"235","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-443","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:33"},"new":["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 the","significance set under paragraph 2, the","transaction by which this threshold is","exceeded and any subsequent transactions","with the same related party shall be","submitted to a shareholder vote and may","only be unconditionally concluded after","shareholder approval."],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"443","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-444","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 c \u2013 paragraph 3"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:33"},"new":["3. Member States shall ensure that","significant transactions with related","parties are put to a vote of shareholders at","the general meeting or by the","administrative or supervisory body. If the","transaction with a related party involves a","shareholder or a director, that","shareholder or director shall not be","allowed to vote."],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"444","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-236","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3 f \u2013 paragraph 2 \u2013 introductory words"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:35"},"new":["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:"],"old":["2. Member States shall ensure that the","engagement policy includes policies to","manage actual or potential conflicts of","interests with regard to shareholder","engagement. Such policies shall in","particular be developed for all of the","following situations:","",""],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"236","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-445","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:33"},"new":["deleted"],"old":["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 5% of the","assets, the transaction by which this","threshold is exceeded and any subsequent","transactions with the same related party","shall be submitted to a shareholder vote","and may only be unconditionally","concluded after shareholder approval."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"445","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-446","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3a (new)"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:33"},"new":["3a. Member States shall provide in","national law for the definition of","significant transactions."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"446","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-237","justification":"As the engagement policy is proposed under a comply or explain measure it would not seem\nnecessary or proportional to force all companies to include the same exact information. An\nadditional provision is added to ensure that the article is clearly subject to comply or explain.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 2 \u2013 introductory words"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:35"},"new":["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 may in particular be developed for","all of the following situations:"],"old":["2. Member States shall ensure that the","engagement policy includes policies to","manage actual or potential conflicts of","interests with regard to shareholder","engagement. Such policies shall in","particular be developed for all of the","following situations:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"237","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-447","justification":"It would be very cumbersome and disproportionate to cover every transaction, including\nthose entered into in the ordinary course of business or concluded on market terms or on\nmarket equivalent terms. If the obligations are applied to companies\u2019 normal business\noperations, that also triggers uncertainty in the planning of business operations and opens up\na possibility for malpractices.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:33"},"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 equivalent terms."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"447","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-238","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 2 \u2013 point a"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(a) 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;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"238","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-448","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 3a (new)"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"448","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-449","justification":" Art. 9c as it is proposed could will create a heavy administrative burden and high costs for\n companies, as it gives could give minority shareholders more control rights over transactions\n with related parties. There should be a proper balance between requirements of protecting\n the rights of shareholders and administrative burdens. Regulation on relating party\n transactions should also reflect local economic situation.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3a (new)"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"449","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-239","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 2 \u2013 point b"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(b) a director of the institutional investor","or the asset manager is also a director of","the investee company;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"239","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-240","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 2 \u2013 point c"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(c) an asset manager managing the assets","of an institution for occupational","retirement provision invests in a company","that contributes to that institution;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"240","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-241","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 2 \u2013 point d"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(d) the institutional investor or asset","manager is affiliated with a company for","whose shares a takeover bid has been","launched."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"241","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sirpa Pietik\u00e4inen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-450","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 3 a (new)"]],"meps":[40599],"meta":{"created":"2019-07-03T06:54:33"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"450","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-242","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["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. 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"242","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-243","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 3"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["3. 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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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"243","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-451","justification":"The procedural and information requirements described should not be applied to ordinary\ntransactions concluded on normal market terms or on market equivalent terms, for which\nthere is a minimal risk of malpractice on the part of related parties. The amendment enables\nMember States to identify a range of transactions that can be excluded from the rules, to\ncomply with existing provisions of a number of national laws.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:33"},"new":["4. Paragraphs 1, 2 and 3 shall not apply to","transactions entered into in the ordinary","course of business and concluded on","normal market terms or on market","equivalent terms.","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.","Member States may also exclude clearly","defined types of transactions in relation to","which national law provides for adequate","protection of minority shareholders."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"451","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-244","justification":"It would not seem appropriate or proportional to demand this level of detail in the reporting.\nAn additional provision is added to ensure that the article is clearly subject to comply or\nexplain.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 3"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:35"},"new":["3. Member States shall, without prejudice","to Article 3f( 4), 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."],"old":["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. 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"244","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Angelika Niebler","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-245","justification":" Regulated companies have their compliance with statutory capital investment requirements\n monitored by the relevant supervisory body. That being so there is no need, at least for\n supervised institutional investors, to be required to disclose their equity investment strategy.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 3"]],"meta":{"created":"2019-07-03T06:54:35"},"new":["3. 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 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."],"old":["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. 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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"245","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-452","justification":" According to previous amendments - awaiting final correction","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:33"},"new":["4. Member States may exclude transactions","entered into between the company and one","or more members of its group from the","requirements in paragraph 1 provided that","those members of the group are wholly","owned by the company."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"452","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sergio Gaetano Cofferati","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-246","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3f \u2013 paragraph 3 a (new)"]],"meps":[96915],"meta":{"created":"2019-07-03T06:54:35"},"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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"246","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-247","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 4"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["4. 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Member States may exclude from the","requirements in paragraphs 1, 1a and 2","transactions entered into between the","company and its subsidiaries provided that","they are wholly owned or that no other","related party of the company has an","interest in the subsidiary or that national","law provides for adequate protection of","the interests of shareholders who are not","related parties, in particular minority","shareholders in such transactions;"],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"453","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jytte Guteland","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-248","justification":" In order to make sure that the legislation is reasonably efficient and that there is a level\n playing field, all institutional investors and asset managers should be obliged to develop an\n engagement policy and to be transparent about its application. This is a very basic demand\n which can easily be met by all actors which already run a solid and well-organised business\n operation.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3f \u2013 paragraph 4"]],"meps":[124991],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["4. Where institutional investors or asset","managers decide not to develop an","engagement policy 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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"248","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-454","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 c \u2013 paragraph 4"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:33"},"new":["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."],"old":["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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"454","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-249","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 Paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:36"},"new":["1. Member States shall ensure that","institutional investors disclose to the public","whether and if so how the principles","underlying their equity investment strategy","(\u201cinvestment strategy\u201d) and the","arrangements with asset managers who","invest on their behalf, either on a","discretionary client-by-client basis or","through a collective investment","undertaking, are aligned with the profile","and duration of their liabilities and how","they contribute to the medium to long-","term performance of their assets."],"old":["1. Member States shall ensure that","institutional investors disclose to the public","how their equity investment strategy","(\u201cinvestment strategy\u201d) is aligned with the","profile and duration of their liabilities and","how it contributes to the medium to long-","term performance of their assets. The","information referred to in the first","sentence shall at least be available on the","company's website as long as it is","applicable."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"249","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-455","justification":"Original wording only covers a very limited proportion of normal related-party transactions\nbetween companies in the same group. i.e. the exclusion would only be applicable for\ntransactions between a company and its wholly (100%) owned subsidiaries. The original\nwording is also problematic for joint ventures. In order to be useful, applicable and to reduce\nunnecessary administrative burdens it should have some flexibility so that the most relevant\nrelated-party transactions can be covered.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:33"},"new":["4. The requirements in paragraphs 1, 2","and 3 shall not apply to transactions","entered into between the company and one","or more members of its group provided that","those members or joint ventures of the","group are wholly or partly owned by the","company."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"455","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-250","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 1"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:36"},"new":["1. Member States shall ensure that","institutional investors either comply with","the obligation to disclose to the public how","their equity investment strategy","(\u201cinvestment strategy\u201d) 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."],"old":["1. Member States shall ensure that","institutional investors disclose to the public","how their equity investment strategy","(\u201cinvestment strategy\u201d) is aligned with the","profile and duration of their liabilities and","how it contributes to the medium to long-","term performance of their assets. The","information referred to in the first sentence","shall at least be available on the company's","website as long as it is applicable."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"250","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-456","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:33"},"new":["4. By way of derogation from paragraph","1, transactions entered into between the","company and one or more members of its","group shall not constitute related party","transactions for the purposes of this","Article where the transactions are:","(a) conducted on standard terms in the","ordinary course of business;","(b) concluded on market terms, provided","that the administrative or supervisory","body, without influence from the related","party, has sanctioned what constitutes","market terms in the particular type of","case; or","transactions entered into between the","company and its subsidiary undertakings","provided that no other related party of the","company has an interest in the subsidiary","undertaking or provided that national law","provides for adequate protection of","interests of minority shareholders of the","company and of its subsidiary","undertakings in such transactions;","(c) clearly defined types of transactions","which are not disadvantageous to","minority shareholders, such as issuance","of shares on a pre-emptive basis or","payment of dividends, provided that the","related party is offered or granted terms","not more favourable than those terms","offered or granted to the other","shareholders.","Member States may exclude from the","requirements in paragraphs 1 and 2","transactions entered into between the","company and any of its subsidiaries that","are not wholly owned if national law","provides for adequate protection of the","interests of shareholders who are not a","related party."],"old":["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.","","",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"456","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-251","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3g \u2013 paragraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:36"},"new":["1. Member States shall ensure that","regulated institutional investors report to","the relevant supervisory authority how","their equity investment strategy","(\u201cinvestment strategy\u201d) is aligned with the","profile and duration of their liabilities and","how it contributes to the medium to long-","term performance of their assets. Non-","regulated institutional investors shall","disclose this information to the public.","The information referred to in the first","sentence shall at least be available on the","company's website as long as it is","applicable."],"old":["1. Member States shall ensure that","institutional investors disclose to the public","how their equity investment strategy","(\u201cinvestment strategy\u201d) is aligned with the","profile and duration of their liabilities and","how it contributes to the medium to long-","term performance of their assets. The","information referred to in the first sentence","shall at least be available on the company's","website as long as it is applicable."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"251","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-457","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:33"},"new":["4. The requirements in paragraphs 1, 2","and 3 shall not apply to the following","transactions:","(a) normal business activities and","transactions based on standard market","conditions;","(b) transactions entered into between the","company and its subsidiaries or between","undertakings in the same group, in so far","as national law provides adequate","protection for the interests of the minority","of shareholders of a subsidiary company.","Member States may establish exemptions","from the requirements in paragraphs 1, 2","and 3 for clearly defined types of","transactions for which national law","provides adequate protection for the","interests of the minority of shareholders","of a subsidiary company."],"old":["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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"457","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-252","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 introductory words"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:36"},"new":["2. Where an asset manager invests on","behalf of an institutional investor, the","institutional investor shall publicly disclose","whether and if so how the agreement","between the institutional investor and the","asset manager addresses the following","issues:"],"old":["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 the main","elements of the arrangement with the","asset manager with regard to the following","issues:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"252","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-253","justification":"Disclosure to the relevant supervisory authority is sufficient for regulated institutional\ninvestors.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 introductory words"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:36"},"new":["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:"],"old":["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 the main","elements of the arrangement with the asset","manager with regard to the following","issues:"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"253","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-458","justification":" The Commission proposal for Article 9c takes no account of the fact that most Member States\n already have functioning mechanisms to protect minority shareholders against abuse, and\n that transactions between parent and subsidiary companies in particular may be a daily\n occurrence. Ordinary business transactions should therefore not be subject to the provisions\n of paragraphs 1, 2 and 3 of Article 9c.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["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, on condition that no","other related parties have a substantial","interest in the subsidiary company or the","member of the group, or on condition that","national law provides adequate protection","for minority shareholders."],"old":["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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"458","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-254","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 g \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point a"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["(a) whether and to what extent it","incentivises the asset manager to align its","investment strategy and decisions with the","profile and duration of its liabilities;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"254","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Morten Messerschmidt, Andrzej Duda","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-459","justification":"Transactions conducted on standard terms in the ordinary course of business, transactions on\nmarket terms and transactions with wholly owned subsidiaries offer no risk of abuse and\nshould therefore not be covered by the requirements in the proposal. Several Member States\nalready have a well-functioning framework in relation to intra-group transactions regardless\nwhether the entities are wholly owned or not, e.g. protection transfer pricing rules or group\nlaw.","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4"]],"meps":[96663,124899],"meta":{"created":"2019-07-03T06:54:34"},"new":["4. Paragraphs 1 and 2 shall not apply to","transactions:","(a) conducted on standard terms in the","ordinary course of business,","(b) concluded on market terms, provided","that the administrative or supervisory","body, without influence from the related","party, has sanctioned what constitutes","market terms in the particular type of","case, or","(c) transactions entered into between the","company and one or more wholly owned","members of its group.","Member States may exclude from the","requirements in paragraphs 1 and 2","transactions entered into between the","company and any of its subsidiaries that","are not wholly owned if national law","provides for adequate protection of the","interests of shareholders who are not a","related party."],"old":["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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"459","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-255","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph 1\u2013 point a"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["(a) whether and to what extent it","incentivises the asset manager to align its","investment strategy and decisions with the","profile and duration of its liabilities;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"255","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-460","justification":" This amendment is made to be consistent with the changes suggested to improve the\n Commission proposal on related party transactions.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4a (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:34"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"460","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-256","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point b"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:36"},"new":["(b) whether and to what extent it","incentivises the asset manager to make","investment decisions based on medium to","long-term interest of the institutional","investor;"],"old":["(b) whether and to what extent it","incentivises the asset manager to make","investment decisions based on medium to","long-term company performance,","including non-financial performance, and","to engage with companies as a means of","improving company performance to","deliver investment returns;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"256","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-461","justification":"New rules for asset managers and institutional investors proposed in Chapter 1B overlap with\nrequirements asset managers and institutional investors are already subject to in AIFMD,\nUCITS Directive and MIFID, Directive 2009/138/EC, Directive 2003/41/EC. The proposed\nrules overlap with Directive 2013/36/EU on credit institutions as well.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4a (new)"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:34"},"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."],"old":[""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"461","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Bendt Bendtsen, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-462","justification":"These transactions should be excluded as a minimum, as these form a vital part of several\ncompanies' basic business model","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4a (new)"]],"meps":[96705,124880],"meta":{"created":"2019-07-03T06:54:34"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"462","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-257","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point c"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["(c) the method and time horizon of the","evaluation of the asset manager\u2019s","performance, and in particular whether,","and how this evaluation takes long-term","absolute performance into account as","opposed to performance relative to a","benchmark index or other asset managers","pursuing similar investment strategies;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"257","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-463","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4a (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:34"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"463","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-258","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point c"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["(c) the method and time horizon of the","evaluation of the asset manager\u2019s","performance, and in particular whether,","and how this evaluation takes long-term","absolute performance into account as","opposed to performance relative to a","benchmark index or other asset managers","pursuing similar investment strategies;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"258","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-464","justification":" The rules set out in Article 9c are intended to prevent companies from losing significant\n corporate assets to the detriment of (minority) shareholders without their consent. In some\n Member States, existing company law already provides adequate and appropriate regulation\n\nfor possible conflicts relating to internal transactions.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4a (new)"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["4a. Member States may provide that","paragraphs 1 to 4 of Article 9c shall not","apply where the Member State\u2019s existing","legal provisions provide adequate","protection for minority shareholders by","other means."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"464","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-259","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph \u2013 point d"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["(d) how the structure of the consideration","for the asset management services","contributes to the alignment of the","investment decisions of the asset manager","with the profile and duration of the","liabilities of the institutional investor;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"259","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Heidi Hautala","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-465","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4a (new)"]],"meps":[2054],"meta":{"created":"2019-07-03T06:54:34"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"465","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-260","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 g \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point d"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:36"},"new":["deleted"],"old":["(d) how the structure of the consideration","for the asset management services","contributes to the alignment of the","investment decisions of the asset manager","with the profile and duration of the","liabilities of the institutional investor;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"260","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Virginie Rozi\u00e8re","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-466","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9 c \u2013 paragraph 4 a (new)"]],"meps":[103845],"meta":{"created":"2019-07-03T06:54:34"},"new":["4a. Member States shall encourage","companies to adopt internal charters on","the approval by shareholders of","transactions with related parties."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"466","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-261","justification":" A general disclosure requirement would be incompatible with the rules on the confidentiality\n of trade secrets and would mean in particular disclosing the structure of the consideration for\n asset management services and the methods for assessing their performance.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph \u2013 point d"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:37"},"new":["deleted"],"old":["(d) how the structure of the consideration","for the asset management services","contributes to the alignment of the","investment decisions of the asset manager","with the profile and duration of the","liabilities of the institutional investor;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"261","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-467","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9 c \u2013 paragraph 4 a (new)"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:34"},"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\u2019s results, assets, capitalisation","or turnover; or","(c) the risks which the transaction creates","for the company and its shareholders."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"467","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-262","location":[[" Proposal for a directive","Article 1 \u2013 point 3 "]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:37"},"new":["deleted"],"old":["(d) how the structure of the consideration","for the asset management services","contributes to the alignment of the","investment decisions of the asset manager","with the profile and duration of the","liabilities of the institutional investor;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"262","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Jean-Marie Cavada","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-263","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 g \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point e"]],"meps":[28206],"meta":{"created":"2019-07-03T06:54:37"},"new":["deleted"],"old":["(e) the targeted portfolio turnover or","turnover range, the method used for the","turnover calculation, and whether any","procedure is established when this is","exceeded by the asset manager;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"263","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Giovanni Toti","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-468","justification":"This amendment seeks to make the definition of materiality thresholds for related party\ntransactions more flexible, to comply with transparency requirements and with the approval\nprocedure, allowing Member States to draw up such definitions, in compliance with existing\nnational laws.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4b (new)"]],"meps":[124764],"meta":{"created":"2019-07-03T06:54:34"},"new":["4b. For the purpose of this Article,","material transactions are defined by","Member States taking into account:","(a) the influence that the information","about the transaction may have on the","decisions of the subjects involved in the","approval process;","(b) the risks that the transaction creates","for the company and its minority","shareholders.","When defining material transactions,","Member States may set one or more","quantitative ratios based on the impact of","the transaction on the revenues, assets,","capitalization 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","quantitative ratios materiality definitions","for the application of paragraphs 1 and 1a","different from those for the application of","paragraph 2 and may differentiate the","ratio definitions according to the company","size."],"old":["",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"468","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Philippe De Backer","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-264","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph \u2013 point e"]],"meps":[109337],"meta":{"created":"2019-07-03T06:54:37"},"new":["deleted"],"old":["(e) the targeted portfolio turnover or","turnover range, the method used for the","","turnover calculation, and whether any","procedure is established when this is","exceeded by the asset manager;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"264","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-265","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph \u2013 point e"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:37"},"new":["(e) whether and to what extent portfolio","turnover costs are monitored, and whether","any procedure is established related to","those costs;"],"old":["(e) the targeted portfolio turnover or","turnover range, the method used for the","turnover calculation, and whether any","procedure is established when this is","exceeded by the asset manager;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"265","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-469","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4b (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:34"},"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."],"old":[""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"469","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-266","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3g \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:37"},"new":["Where the arrangement with the asset","manager does not contain one or more of","the elements referred to in this paragraph,","the institutional investor shall explain why","this is the case."],"old":["Where the arrangement with the asset","manager does not contain one or more of","the elements referred to in points (a) to (f),","the institutional investor shall give a clear","and reasoned explanation as to why this is","the case."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"266","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-267","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3h \u2013 paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:37"},"new":["1. Member States shall ensure that asset","managers disclose on an annual basis to","the institutional investor with which they","have entered into the arrangement referred","to in Article 3g(2) how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"old":["1. Member States shall ensure that asset","managers disclose on a half-yearly basis to","the institutional investor with which they","have entered into the arrangement referred","to in Article 3g(2) how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"267","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-268","justification":" Information should be transmitted on the explicit request of the institutional investor. The\n proposed change is neutral from the perspective of investors interests (by giving them access\n to specific information), and could help asset manager to avoid unnecessary burdens,\n including financial, which in practice, will be passed to the final beneficiaries.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3h \u2013 paragraph 1"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:37"},"new":["1. Member States shall ensure that asset","managers disclose upon request to the","institutional investor with which they have","entered into the arrangement referred to in","Article 3g(2) how their investment strategy","and implementation thereof complies with","that arrangement and how the investment","strategy and implementation thereof","contributes to medium to long-term","performance of the assets of the","institutional investor."],"old":["1. Member States shall ensure that asset","managers disclose on a half-yearly basis to","the institutional investor with which they","have entered into the arrangement referred","to in Article 3g(2) how their investment","strategy and implementation thereof","complies with that arrangement and how","the investment strategy and","implementation thereof contributes to","medium to long-term performance of the","assets of the institutional investor."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"268","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-470","justification":"Many Member States already have an effective system to protect against abuse. Member\nStates should therefore be granted enough flexibility to adapt the need for further regulation\nto their specific situation.","location":[[" Proposal for a directive","Article 1 \u2013 point 4"],[" Directive 2007/36/EC","Article 9c \u2013 paragraph 4b (new)"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:34"},"new":["4b. For the purposes of this article, the","Member States shall establish a definition","of \u2018significant transactions with related","parties\u2019 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."],"orig_lang":"de","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"470","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-269","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3h \u2013 paragraph 2 \u2013 introductory words"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:37"},"new":["2. Member States shall ensure that the","annual disclosure referred to in","paragraph 1 contains at least the","following information:"],"old":["2. Member States shall ensure that asset","managers disclose to the institutional","investor on a half-yearly basis all of the","following information:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"269","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-270","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3h \u2013 paragraph 2 \u2013 introductory words"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:37"},"new":["2. Member States shall ensure that asset","managers disclose to the institutional","investor upon request all of the following","information:"],"old":["2. Member States shall ensure that asset","managers disclose to the institutional","investor on a half-yearly basis all of the","following information:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"270","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-471","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4c (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:34"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"471","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Tadeusz Zwiefka","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-271","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3h \u2013 paragraph 2 \u2013 introductory words"]],"meps":[28301],"meta":{"created":"2019-07-03T06:54:37"},"new":["2. Member States shall ensure that asset","managers disclose, upon request, to the","institutional investor all of the following","information:"],"old":["2. Member States shall ensure that asset","managers disclose to the institutional","investor on a half-yearly basis all of the","following information:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"271","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-272","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3 h \u2013 paragraph 2 \u2013 point a"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:37"},"new":["(a) the way in which they take account of","medium-to long-term performance of the","investee company, including non-financial","performance, in making investment","decisions;"],"old":["(a) whether or not, and if so how, they","make investment decisions on the basis of","judgements about medium-to long-term","performance of the investee company,","including non-financial performance;"],"orig_lang":"fr","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"272","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-472","location":[["Proposal for a directive","Article 1 \u2013 point 4"],["Directive 2007/36/EC","Article 9c \u2013 paragraph 4d (new)"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:34"},"new":["4d. This Article is without prejudice to the","rules on public disclosure of inside","information laid down in Article 17 of","Regulation (EU) No 596/2014 of the","European Parliament and of the","Council.*","__________________","*Regulation (EU) No 596/2014 of the","European Parliament and of the Council","of 16 April 2014 on market abuse (market","abuse regulation) and repealing Directive","2003/6/EC of the European Parliament","and of the Council and Commission","Directives 2003/124/EC, 2003/125/EC and","2004/72/EC OJ L 173, 12.6.2014, p. 1."],"old":["",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"472","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-273","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3h \u2013 paragraph 2 \u2013 point \u0435"]],"meps":[124850],"meta":{"created":"2019-07-03T06:54:37"},"new":["\u0435) whether or not, and if so, what actual or","potential conflicts of interest have arisen in","connection with engagement activities and","which of them the asset manager has dealt","with and how;"],"old":["\u0435) whether or not, and if so, what actual or","potential conflicts of interest have arisen in","connection with engagement activities and","how the asset manager has dealt with them;"],"orig_lang":"bg","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"273","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-274","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3h \u2013 paragraph 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:37"},"new":["deleted"],"old":["3. The information disclosed pursuant to","paragraph 2 shall be provided free of","charge and, in case the asset manager","does not manage the assets on a","discretionary client-by-client basis, it shall","also be provided to other investors on","request."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"274","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-473","location":[[" Proposal for a directive","Article 1 \u2013 point 5"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:34"},"new":["Delegated acts and penalties"],"old":["Implementing acts and penalties"],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"473","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-275","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["1. Member States shall ensure that proxy","advisors make public reference to a code","of conduct which they apply and report on","the application of that code of conduct.","Where the proxy advisors depart from any","recommendation of the code of conduct","which they apply, they shall explain which","parts they depart from, provide reasons","for doing so and indicate, where","appropriate, what alternative measures","have been adopted.","Where proxy advisors decide not to apply","a code of conduct, they should explain","their reasons for doing so.","Information referred to in this paragraph","shall be published by proxy advisors on","their websites, or made available where","they do not have a website, and updated","on an annual basis."],"old":["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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"275","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-474","justification":"Deletion in order to correspond to the deletion of all proposed implementing acts","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive 2007/36/EC","Chapter IIa \u2013 title"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:34"},"new":["Penalties"],"old":["Implementing acts and penalties"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"474","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-475","justification":"Deletion in order to correspond to the deletion of all proposed implementing acts","location":[["Proposal for a directive","Article 1 \u2013 point 5"],["Directive 2007/36/EC","Article 14a"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["Article 14a","Committee procedure","1. The Commission shall be assisted by","the European Securities Committee","established by Commission Decision","2001/528/EC . That committee shall be a","committee within the meaning of","Regulation (EU) No 182/2011.","2. Were reference is made to this","paragraph, Article 5 of Regulation (EU)","No 182/2011 shall apply."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"475","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-276","justification":"It would seem reasonable to have a slightly more flexible wording here.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 1"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:38"},"new":["1. Member States shall ensure that proxy","advisors adopt and implement adequate","measures to ensure to the best of their","ability that their voting recommendations","are accurate and reliable, based on a","thorough analysis of all the information","that is available to them."],"old":["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."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"276","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-476","location":[["Proposal for a directive","Article 1 \u2013 point 5"],["Directive 2007/36/EC","Article 14 b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:54:35"},"new":["Member States shall lay down the rules on","penalties applicable to infringements of the","national provisions adopted pursuant to this","Directive and shall take all measures","necessary to ensure that they are","implemented. The penalties provided for,","which must be effective, proportionate and","dissuasive, may involve the suspension of","payment or the repayment of State aid","granted. 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."],"old":["Member States shall lay down the rules on","","penalties applicable to infringements of the","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."],"orig_lang":"fr","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"476","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand, Philippe Lamberts on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-477","location":[[" Proposal for a directive","Article 2 \u2013 paragraph -1 (new)"],[" Directive 2013/34/EU","Article 2 \u2013 point 17 (new)"]],"meps":[124693,96648],"meta":{"created":"2019-07-03T06:54:35"},"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.\""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"477","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-277","justification":" Proxy advisors should be required to take into account market conditions and legal\n requirements. This is to prevent major proxy advisors from issuing voting recommendations\n without looking in detail at the specific circumstances. Particularly when it proposes to\n\nrecommend voting against, proxy advisors should be required to hear the company\u2019s reasons\nfor a given measure or resolution.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 1"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:38"},"new":["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."],"old":["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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"277","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Evelyn Regner, Sylvia-Yvonne Kaufmann, Mary Honeyball, Jytte Guteland, Virginie Rozi\u00e8re, Dietmar K\u00f6ster","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-478","location":[["Proposal for a directive","Article 2 \u2013 paragraph -1 a (new)"],["Directive 2013/34/EU","Article 18 \u2013 paragraph 2 a (new)"]],"meps":[96998,1849,5846,124991,103845,124822],"meta":{"created":"2019-07-03T06:54:35"},"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.'"],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"478","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-278","justification":"Proxy advisors must first and foremost represent the interests of the shareholders.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 1"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:38"},"new":["1. Member States shall ensure that proxy","advisors make recommendations on the","exercise of voting rights available to","shareholders in good time. Advisors shall","be guided by the interests of the","shareholder and shall ensure that they are","not influenced by their own interests.","Proxy advisors shall point out that they","will exercise their voting rights in","accordance with their own proposals if","shareholders do not issue different","instructions in time. Member States shall","ensure that proxy advisors adopt adequate","measures to guarantee accurate and","reliable voting recommendations that are","based on a thorough analysis of all the","information that is available to them."],"old":["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."],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"278","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Evelyn Regner, Jytte Guteland, Sylvia-Yvonne Kaufmann, Dietmar K\u00f6ster, Mary Honeyball, Virginie Rozi\u00e8re","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-479","location":[["Proposal for a directive","Article 2 \u2013 point -1 b (new) "]],"meps":[96998,124991,1849,124822,5846,103845],"meta":{"created":"2019-07-03T06:54:35"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"479","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-279","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 introductory words"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["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:"],"old":["Proxy advisors shall on an annual basis","publicly disclose all of the following","information in relation to the preparation of","their voting recommendations:"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"279","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand, Heidi Hautala, Philippe Lamberts on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-480","location":[[" Proposal for a directive","Article 2 \u2013 paragraph -1 c (new)"],[" Directive 2013/34/EU","Article 18 a (new)"]],"meps":[124693,2054,96648],"meta":{"created":"2019-07-03T06:54:35"},"new":["(-1c)The following Article 18a is inserted:","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, publically 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 on a full time","equivalent basis;","(d) profit or loss before tax;","(e) tax on profit or loss;","(f) public subsidies received.","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 EUR 86 million or a","net turnover of EUR 100 million 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/EC."],"old":["",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"480","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Angelika Niebler, Axel Voss","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-280","justification":" The obligation to disclose models should not compromise the competitive position of the\n proxy advisors. It needs to be ensured that trade secrets can continue to be protected.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point a"]],"meps":[96761],"meta":{"created":"2019-07-03T06:54:38"},"new":["(a) the essential features of the","methodologies and models they apply,","provided this does not involve the","disclosure of trade secrets;"],"old":["(a) the essential features of the","methodologies and models they apply;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"280","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-281","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point b"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["deleted"],"old":["(b) the main information sources they","use;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"281","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-481","location":[["Proposal for a directive","Article 2 \u2013 paragraph -1 d (new)"],["Directive 2013/34/EU","Article 18 a (new)"]],"meps":[96677,114268,124880],"meta":{"created":"2019-07-03T06:54:35"},"new":["(-1d)The following Article 18a is inserted","\"Article 18a 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, 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 on a full time","equivalent basis;","(d) profit or loss before tax;","(e) tax on profit or loss;","(f) public subsidies received.","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 EUR 86 million or a","net turnover of EUR 100 million 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/EC."],"old":["",""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"481","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-282","justification":"Alignment with amendment to paragraph 1.","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point c"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:38"},"new":["(c) how they take national market, legal,","regulatory and company-specific","conditions into account;"],"old":["(c) whether and, if so, how they take","national market, legal and regulatory","conditions into account;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"282","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-283","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point ca (new)"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["(ca) the essential features of the research","undertaken and voting policies applied for","each market;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"283","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Pascal Durand, Heidi Hautala, Philippe Lamberts on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-482","location":[["Proposal for a directive","Article 2 \u2013 paragraph -1 e (new)"],["Directive 2013/34/EU","Article 18 b (new)"]],"meps":[124693,2054,96648],"meta":{"created":"2019-07-03T06:54:35"},"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."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"482","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-284","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point d"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["(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;"],"old":["(d) whether they have dialogues with the","companies which are the object of their","voting recommendations, and, if so, the","extent and nature thereof;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"284","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Therese Comodini Cachia","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-483","justification":" The remuneration report cannot form the part of the corporate governance code as\n technically it doesn't belong there.","location":[[" Proposal for a directive","Article 2 \u2013 point a"],[" Directive 2013/34/EU","Article 20 \u2013 paragraph 1 \u2013 point h"]],"meps":[124968],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(a) In paragraph 1, the following point (h)","is added:","(h) the remuneration report referred to in","Article 9b of Directive 2007/36/EC."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"483","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Heinz K. Becker","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-285","justification":" The dialogue between proxy advisors and the company should be stepped up in the interests\n of shareholders.","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point d"]],"meps":[107041],"meta":{"created":"2019-07-03T06:54:38"},"new":["(d) the nature and extent of their dialogue","with the companies which are the object of","their voting recommendations;"],"old":["(d) whether they have dialogues with the","companies which are the object of their","voting recommendations, and, if so, the","extent and nature thereof;"],"orig_lang":"de","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"285","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-484","justification":"The remuneration report shall not form the part of the remuneration policy, since it doesn't\nbelong there.","location":[[" Proposal for a directive","Article 2 \u2013 point a"],[" Directive 2013/34/EU","Article 20 \u2013 paragraph 1 \u2013 point h"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(a) In paragraph 1, the following point (h)","is added:","(h) the remuneration report referred to in","Article 9b of Directive 2007/36/EC."],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"484","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-286","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point d"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["(da) the policy regarding prevention and","management of potential conflicts of","interest;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"286","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Cecilia Wikstr\u00f6m, Nils Torvalds, Ulla T\u00f8rn\u00e6s, Cora van Nieuwenhuizen","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-485","justification":"The deletion is a consequence of deleting the introduction of a mandatory vote on a\nremuneration report in article 9b in 2007/36/EC.","location":[["Proposal for a directive","Article 2 \u2013 point a"],["Directive 2013/34/EC","Article 20 \u2013 paragraph 1 \u2013 point h"]],"meps":[96677,114268,124880,125019],"meta":{"created":"2019-07-03T06:54:35"},"new":["deleted"],"old":["(a) In paragraph 1, the following point (h)","is added:","(h) the 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artificial intra-","group transfers of profits\"."],"old":[""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"486","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-287","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point e"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["deleted"],"old":["(e) the total number of staff involved in","the preparation of the voting","recommendations;"],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"287","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-288","location":[["Proposal for a directive","Article 1 \u2013 point 3"],["Directive 2007/36/EC","Article 3i \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point f"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["deleted"],"old":["(f) the total number of voting","recommendations provided in the last","year."],"orig_lang":"en","peid":"PE549.129v01-00","reference":"2014/0121(COD)","seq":"288","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549129_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2015-02-06T00:00:00","id":"PE549.129-289","location":[[" Proposal for a directive","Article 1 \u2013 point 3"],[" Directive 2007/36/EC","Article 3i \u2013 paragraph 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:54:38"},"new":["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.\u201c"],"old":["3. 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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."],"old":[""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"487","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"Pascal Durand, Heidi Hautala, Philippe Lamberts on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-488","location":[["Proposal for a directive","Article 2 a (new) \u2013 point 3 (new)"],["Directive 2004/109/EC","Article 16 b (new)"]],"meps":[124693,2054,96648],"meta":{"created":"2019-07-03T06:54:36"},"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."],"old":[""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"488","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":" Pascal Durand, Heidi Hautala, Philippe Lamberts","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-489","location":[[" Proposal for a directive","Article 2 a (new) \u2013 point 4 (new)"],[" Directive 2004/109/EC","Article 27 \u2013 paragraph 2a"]],"meps":[124693,2054,96648],"meta":{"created":"2019-07-03T06:54:36"},"new":["(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.\""],"orig_lang":"en","peid":"PE549.159v02-00","reference":"2014/0121(COD)","seq":"489","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-549159_EN.pdf"},{"authors":"J\u00f3zsef Sz\u00e1jer","changes":{},"committee":["JURI"],"date":"2015-02-25T00:00:00","id":"PE549.159-490","location":[["Proposal for a directive","Article 3 \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[23821],"meta":{"created":"2019-07-03T06:54:36"},"new":["Member States shall bring into force the","laws, regulations and administrative","provisions necessary to comply with this","Directive by [24 months after entry into","force] at the latest. 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PURPOSE: to revise Directive 2007/36/EC on the\nexercise of certain rights of shareholders in listed companies in\norder to contribute to their long-term sustainability.
\nPROPOSED ACT: Directive of the European Parliament and\nthe Council.
\nROLE OF THE EUROPEAN PARLIAMENT: the European\nParliament decides in accordance with the ordinary legislative\nprocedure and on an equal footing with the Council.
\nBACKGROUND: Directive 2007/36/EC of the European\nParliament and of the Council establishes requirements in relation\nto the exercise of certain shareholder rights attaching to voting\nshares in relation to general meetings of companies which have\ntheir registered office in a Member State and whose shares are\nadmitted to trading on a regulated market situated or operating\nwithin a Member State.
\nThe financial crisis has revealed that shareholders in\nmany cases supported managers' excessive short-term risk\ntaking. Moreover, there is clear evidence that institutional\ninvestors and their asset managers do not sufficiently focus on the\nreal (long-term) performance of companies, but often on share-price\nmovements and the structure of capital market indexes, which leads\nto suboptimal return for the end beneficiaries of institutional\ninvestors and puts short-term pressure on companies.
\nThe past years have highlighted certain corporate\ngovernance shortcomings in European listed companies. These\nshortcomings relate to different actors: companies and their\nboards, shareholders (institutional investors and asset managers)\nand proxy advisors.
\nFive main issues have been identified:
\nStakeholders were consulted on two Green Papers\n(\"Corporate governance in financial\ninstitution\" and \"The EU corporate governance\nframework\").
\nBased on these consultations and further analysis, the\nCommission's Action Plan:\nEuropean company law and corporate governance - a modern legal\nframework for more engaged shareholders and sustainable\ncompanies provides the Commissions\nroadmap in the area, based the two objectives of enhancing\ntransparency and engaging shareholders.
\nIMPACT ASSESSMENT: a range of options, including no\npolicy change, have been considered to address each of the\npresented problems. The preferred option is the\nfollowing:
\n1) mandatory transparency of institutional investors\nand asset managers on their voting and engagement and certain\naspects of asset management arrangements;
\n2) disclosure of the remuneration policy and\nindividual remunerations, combined with a shareholder\nvote;
\n3) additional transparency and an independent opinion\non more important related party transactions and submission of the\nmost substantial transactions to shareholder approval;
\n4) binding disclosure requirements on the methodology\nand conflicts of interests of proxy advisors;
\n5) creating a framework to allow listed companies to\nidentify their shareholders and requiring intermediaries to rapidly\ntransmit information related to shareholders and to facilitate the\nexercise of shareholder rights.
\nCONTENT: the main objectives of the proposal are as\nfollows:
\nImproving engagement of institutional investors and\nasset managers: the proposal should\nincrease the transparency of institutional investors and asset\nmanagers. They will be required to develop a policy on\nshareholder engagement, which should contribute to managing\nactual or potential conflicts of interests with regard to\nshareholder engagement. They should in principle disclose to\nthe public their engagement policy, how it has been implemented and\nthe results thereof. Where institutional investors or asset\nmanagers decide not to develop an engagement policy and/or decide\nnot to disclose the implementation and results thereof, they shall\ngive a clear and reasoned explanation as to why this is the\ncase.
\nStrengthening the link between pay and performance of\ndirectors: the proposal aims at\ncreating more transparency on remuneration policy and the actual\nremuneration awarded to directors and creating a better link\nbetween pay and performance of directors by improving shareholder\noversight of directors remuneration.
\nShareholders should have the right to approve the\nremuneration policy and to vote on the remuneration report. All\nbenefits of directors in whatever form will be included in the\nremuneration policy and report. The proposal does not regulate the\nlevel of remuneration and leaves decisions on this to companies and\ntheir shareholders.
\nImproving shareholder oversight on related party\ntransactions: the proposal requires\nlisted companies that related party transactions representing\nmore than 5% of the companies assets or transactions\nwhich can have a significant impact on profits or turnover to\nsubmit these transactions to the approval of shareholders and may\nnot unconditionally conclude it without their approval.
\nFor smaller related party transactions that represent\nmore than 1% of their assets, listed companies shall\npublicly announce such transactions at the time of the conclusion\nof the transaction, and accompany the announcement by a report from\nan independent third party.
\nIn order to target only transactions that could be\nmost disadvantageous for minority shareholders and to keep\nadministrative burden limited Member States should be allowed to\nexclude transactions entered into between the company and members\nof its group that are fully owned by the listed company.
\nEnhancing transparency of proxy\nadvisors: the proposal will require\nproxy advisors to adopt and implement adequate measures to\nguarantee that their voting recommendations are accurate and\nreliable, based on a thorough analysis of all the information\nthat is available to them and are not affected by any existing or\npotential conflict of interest or business relationship. Proxy\nadvisors are required to publicly disclose certain key\ninformation related to the preparation of their voting\nrecommendations.
\nFacilitating the exercise of rights flowing from\nsecurities for investors: it is\nestimated that non-national shareholders hold some 44% of the\nshares in EU listed companies. The proposal requires Member\nStates to ensure that intermediaries offer to listed companies the\npossibility to have their shareholders identified.\nIntermediaries should, on the request of such a company communicate\nwithout undue delay the name and contact details of the\nshareholders.
\nThe proposal also requires that intermediaries\nfacilitate the exercise of the rights by the shareholder,\nincluding the right to participate and vote in general meetings and\nrequires companies to confirm the votes cast in general meetings by\nor on behalf of shareholders.
\nPURPOSE: to revise Directive 2007/36/EC on the\nexercise of certain rights of shareholders in listed companies in\norder to contribute to their long-term sustainability.
\nPROPOSED ACT: Directive of the European Parliament and\nthe Council.
\nROLE OF THE EUROPEAN PARLIAMENT: the European\nParliament decides in accordance with the ordinary legislative\nprocedure and on an equal footing with the Council.
\nBACKGROUND: Directive 2007/36/EC of the European\nParliament and of the Council establishes requirements in relation\nto the exercise of certain shareholder rights attaching to voting\nshares in relation to general meetings of companies which have\ntheir registered office in a Member State and whose shares are\nadmitted to trading on a regulated market situated or operating\nwithin a Member State.
\nThe financial crisis has revealed that shareholders in\nmany cases supported managers' excessive short-term risk\ntaking. Moreover, there is clear evidence that institutional\ninvestors and their asset managers do not sufficiently focus on the\nreal (long-term) performance of companies, but often on share-price\nmovements and the structure of capital market indexes, which leads\nto suboptimal return for the end beneficiaries of institutional\ninvestors and puts short-term pressure on companies.
\nThe past years have highlighted certain corporate\ngovernance shortcomings in European listed companies. These\nshortcomings relate to different actors: companies and their\nboards, shareholders (institutional investors and asset managers)\nand proxy advisors.
\nFive main issues have been identified:
\nStakeholders were consulted on two Green Papers\n(\"Corporate governance in financial\ninstitution\" and \"The EU corporate governance\nframework\").
\nBased on these consultations and further analysis, the\nCommission's Action Plan:\nEuropean company law and corporate governance - a modern legal\nframework for more engaged shareholders and sustainable\ncompanies provides the Commissions\nroadmap in the area, based the two objectives of enhancing\ntransparency and engaging shareholders.
\nIMPACT ASSESSMENT: a range of options, including no\npolicy change, have been considered to address each of the\npresented problems. The preferred option is the\nfollowing:
\n1) mandatory transparency of institutional investors\nand asset managers on their voting and engagement and certain\naspects of asset management arrangements;
\n2) disclosure of the remuneration policy and\nindividual remunerations, combined with a shareholder\nvote;
\n3) additional transparency and an independent opinion\non more important related party transactions and submission of the\nmost substantial transactions to shareholder approval;
\n4) binding disclosure requirements on the methodology\nand conflicts of interests of proxy advisors;
\n5) creating a framework to allow listed companies to\nidentify their shareholders and requiring intermediaries to rapidly\ntransmit information related to shareholders and to facilitate the\nexercise of shareholder rights.
\nCONTENT: the main objectives of the proposal are as\nfollows:
\nImproving engagement of institutional investors and\nasset managers: the proposal should\nincrease the transparency of institutional investors and asset\nmanagers. They will be required to develop a policy on\nshareholder engagement, which should contribute to managing\nactual or potential conflicts of interests with regard to\nshareholder engagement. They should in principle disclose to\nthe public their engagement policy, how it has been implemented and\nthe results thereof. Where institutional investors or asset\nmanagers decide not to develop an engagement policy and/or decide\nnot to disclose the implementation and results thereof, they shall\ngive a clear and reasoned explanation as to why this is the\ncase.
\nStrengthening the link between pay and performance of\ndirectors: the proposal aims at\ncreating more transparency on remuneration policy and the actual\nremuneration awarded to directors and creating a better link\nbetween pay and performance of directors by improving shareholder\noversight of directors remuneration.
\nShareholders should have the right to approve the\nremuneration policy and to vote on the remuneration report. All\nbenefits of directors in whatever form will be included in the\nremuneration policy and report. The proposal does not regulate the\nlevel of remuneration and leaves decisions on this to companies and\ntheir shareholders.
\nImproving shareholder oversight on related party\ntransactions: the proposal requires\nlisted companies that related party transactions representing\nmore than 5% of the companies assets or transactions\nwhich can have a significant impact on profits or turnover to\nsubmit these transactions to the approval of shareholders and may\nnot unconditionally conclude it without their approval.
\nFor smaller related party transactions that represent\nmore than 1% of their assets, listed companies shall\npublicly announce such transactions at the time of the conclusion\nof the transaction, and accompany the announcement by a report from\nan independent third party.
\nIn order to target only transactions that could be\nmost disadvantageous for minority shareholders and to keep\nadministrative burden limited Member States should be allowed to\nexclude transactions entered into between the company and members\nof its group that are fully owned by the listed company.
\nEnhancing transparency of proxy\nadvisors: the proposal will require\nproxy advisors to adopt and implement adequate measures to\nguarantee that their voting recommendations are accurate and\nreliable, based on a thorough analysis of all the information\nthat is available to them and are not affected by any existing or\npotential conflict of interest or business relationship. Proxy\nadvisors are required to publicly disclose certain key\ninformation related to the preparation of their voting\nrecommendations.
\nFacilitating the exercise of rights flowing from\nsecurities for investors: it is\nestimated that non-national shareholders hold some 44% of the\nshares in EU listed companies. The proposal requires Member\nStates to ensure that intermediaries offer to listed companies the\npossibility to have their shareholders identified.\nIntermediaries should, on the request of such a company communicate\nwithout undue delay the name and contact details of the\nshareholders.
\nThe proposal also requires that intermediaries\nfacilitate the exercise of the rights by the shareholder,\nincluding the right to participate and vote in general meetings and\nrequires companies to confirm the votes cast in general meetings by\nor on behalf of shareholders.
\nPURPOSE: to revise Directive 2007/36/EC on the\nexercise of certain rights of shareholders in listed companies in\norder to contribute to their long-term sustainability.
\nPROPOSED ACT: Directive of the European Parliament and\nthe Council.
\nROLE OF THE EUROPEAN PARLIAMENT: the European\nParliament decides in accordance with the ordinary legislative\nprocedure and on an equal footing with the Council.
\nBACKGROUND: Directive 2007/36/EC of the European\nParliament and of the Council establishes requirements in relation\nto the exercise of certain shareholder rights attaching to voting\nshares in relation to general meetings of companies which have\ntheir registered office in a Member State and whose shares are\nadmitted to trading on a regulated market situated or operating\nwithin a Member State.
\nThe financial crisis has revealed that shareholders in\nmany cases supported managers' excessive short-term risk\ntaking. Moreover, there is clear evidence that institutional\ninvestors and their asset managers do not sufficiently focus on the\nreal (long-term) performance of companies, but often on share-price\nmovements and the structure of capital market indexes, which leads\nto suboptimal return for the end beneficiaries of institutional\ninvestors and puts short-term pressure on companies.
\nThe past years have highlighted certain corporate\ngovernance shortcomings in European listed companies. These\nshortcomings relate to different actors: companies and their\nboards, shareholders (institutional investors and asset managers)\nand proxy advisors.
\nFive main issues have been identified:
\nStakeholders were consulted on two Green Papers\n(\"Corporate governance in financial\ninstitution\" and \"The EU corporate governance\nframework\").
\nBased on these consultations and further analysis, the\nCommission's Action Plan:\nEuropean company law and corporate governance - a modern legal\nframework for more engaged shareholders and sustainable\ncompanies provides the Commissions\nroadmap in the area, based the two objectives of enhancing\ntransparency and engaging shareholders.
\nIMPACT ASSESSMENT: a range of options, including no\npolicy change, have been considered to address each of the\npresented problems. The preferred option is the\nfollowing:
\n1) mandatory transparency of institutional investors\nand asset managers on their voting and engagement and certain\naspects of asset management arrangements;
\n2) disclosure of the remuneration policy and\nindividual remunerations, combined with a shareholder\nvote;
\n3) additional transparency and an independent opinion\non more important related party transactions and submission of the\nmost substantial transactions to shareholder approval;
\n4) binding disclosure requirements on the methodology\nand conflicts of interests of proxy advisors;
\n5) creating a framework to allow listed companies to\nidentify their shareholders and requiring intermediaries to rapidly\ntransmit information related to shareholders and to facilitate the\nexercise of shareholder rights.
\nCONTENT: the main objectives of the proposal are as\nfollows:
\nImproving engagement of institutional investors and\nasset managers: the proposal should\nincrease the transparency of institutional investors and asset\nmanagers. They will be required to develop a policy on\nshareholder engagement, which should contribute to managing\nactual or potential conflicts of interests with regard to\nshareholder engagement. They should in principle disclose to\nthe public their engagement policy, how it has been implemented and\nthe results thereof. Where institutional investors or asset\nmanagers decide not to develop an engagement policy and/or decide\nnot to disclose the implementation and results thereof, they shall\ngive a clear and reasoned explanation as to why this is the\ncase.
\nStrengthening the link between pay and performance of\ndirectors: the proposal aims at\ncreating more transparency on remuneration policy and the actual\nremuneration awarded to directors and creating a better link\nbetween pay and performance of directors by improving shareholder\noversight of directors remuneration.
\nShareholders should have the right to approve the\nremuneration policy and to vote on the remuneration report. All\nbenefits of directors in whatever form will be included in the\nremuneration policy and report. The proposal does not regulate the\nlevel of remuneration and leaves decisions on this to companies and\ntheir shareholders.
\nImproving shareholder oversight on related party\ntransactions: the proposal requires\nlisted companies that related party transactions representing\nmore than 5% of the companies assets or transactions\nwhich can have a significant impact on profits or turnover to\nsubmit these transactions to the approval of shareholders and may\nnot unconditionally conclude it without their approval.
\nFor smaller related party transactions that represent\nmore than 1% of their assets, listed companies shall\npublicly announce such transactions at the time of the conclusion\nof the transaction, and accompany the announcement by a report from\nan independent third party.
\nIn order to target only transactions that could be\nmost disadvantageous for minority shareholders and to keep\nadministrative burden limited Member States should be allowed to\nexclude transactions entered into between the company and members\nof its group that are fully owned by the listed company.
\nEnhancing transparency of proxy\nadvisors: the proposal will require\nproxy advisors to adopt and implement adequate measures to\nguarantee that their voting recommendations are accurate and\nreliable, based on a thorough analysis of all the information\nthat is available to them and are not affected by any existing or\npotential conflict of interest or business relationship. Proxy\nadvisors are required to publicly disclose certain key\ninformation related to the preparation of their voting\nrecommendations.
\nFacilitating the exercise of rights flowing from\nsecurities for investors: it is\nestimated that non-national shareholders hold some 44% of the\nshares in EU listed companies. The proposal requires Member\nStates to ensure that intermediaries offer to listed companies the\npossibility to have their shareholders identified.\nIntermediaries should, on the request of such a company communicate\nwithout undue delay the name and contact details of the\nshareholders.
\nThe proposal also requires that intermediaries\nfacilitate the exercise of the rights by the shareholder,\nincluding the right to participate and vote in general meetings and\nrequires companies to confirm the votes cast in general meetings by\nor on behalf of shareholders.
\nThe Committee on Legal Affairs adopted the report by\nSergio Gaetano COFFERATI (S&D, IT) on the proposal for a\ndirective of the European Parliament and of the Council amending\nDirective 2007/36/EC as regards the encouragement of long-term\nshareholder engagement and Directive 2013/34/EU as regards certain\nelements of the corporate governance statement.
\nThe Committee on Economic and Monetary Affairs,\nexercising its prerogatives as an associated committee under\nParliaments Rule\n54 of the Rules of Procedure was consulted to give an opinion\non the report.
\nPurpose: Members\nstipulated that the amended Directive shall: (i) establish specific\nrequirements in order to facilitate shareholders' engagement in the\nlong term, including the identification of shareholders, the\ntransmission of information and the facilitation of the exercise of\nshareholder rights; (ii) create transparency on the engagement\npolicies of institutional investors and asset managers and on the\nactivities of proxy advisors and; (iii) lay down certain\nrequirements with regard to directors' remuneration and related\nparty transaction.
\nSupport for long-term shareholding: in order to provide more stability for\ncompanies, Member States shall put in place a mechanism in order to\npromote shareholding on a long-term basis and foster long-term\nshareholders. The qualifying period in order to be considered a\nlong term shareholder shall not be less than two\nyears.
\nThe mechanism shall include one or more of the\nfollowing advantages for long term shareholders: additional\nvoting rights; tax incentives; loyalty dividends; loyalty\nshares.
\nTransparency of asset managers: asset managers should be required to publicly\ndisclose annually how their investment strategy and the\nimplementation thereof is in accordance with the asset management\narrangement and how the investment strategy and decisions\ncontributes to medium to long-term performance of the assets of the\ninstitutional investor. Moreover, information on the portfolio\ncomposition, on the portfolio turnover costs, on conflicts of\ninterest which have arisen and how they have been dealt with should\nbe disclosed.
\nTransparency of proxy advisors: proxy advisors should adopt and follow a code of\nconduct. Departures from the code should be declared and\nexplained, together with any alternative solutions which have been\nadopted. Proxy advisors should report on the application of their\ncode of conduct on a yearly basis.
\nApproval of the remuneration policy by\nstakeholders: the remuneration policy\nfor company directors should also contribute to the long-term\ngrowth of the company so that it corresponds to a more\neffective practice of corporate governance and is not linked\nentirely or largely to short-term investment objectives. Companies\nshould establish a remuneration policy as regards directors and\nsubmit it to a binding vote of the general meeting of\nshareholders. Any change to the policy shall be voted on at the\ngeneral meeting of shareholders and the policy shall be\nsubmitted in any case for approval by the general meeting at\nleast every three years.
\nDirectors performance should be assessed using\nboth financial and non-financial performance criteria,\nincluding environmental, social and governance factors.
\nThe remuneration policy shall set clear criteria\nfor the award of fixed and variable remuneration, including all\nbonuses and all benefits in whatever form.
\nFor variable remuneration, the criteria also include\nconsideration of programmes relating to corporate social\nresponsibility and the results achieved in this regard should\nbe taken into consideration. Member States shall ensure that\nshare-based remuneration does not represent the most significant\npart of directors' variable remuneration.
\nIn addition, the remuneration policy shall:
\nMember States shall ensure that relevant stakeholders,\nin particular employees, are entitled, via their\nrepresentatives, to express a view on the remuneration report\nbefore it is submitted to the shareholders.
\nAdditional disclosure for large\nundertakings: in the notes to the\nfinancial statements, large undertakings shall, in addition to the\ninformation required under the Directive, publicly disclose\nnon-essential information in respect of the following matters,\nspecifying by Member State and by third country in which it has\na subsidiary.
\nUndertakings whose average number of employees on a\nconsolidated basis during the financial year does not exceed 500\nand, on their balance sheet dates, do not exceed on a consolidated\nbasis either a balance sheet total of 86 million or a net\nturnover of 100 million shall be exempt from the\nobligation.
\nAdditional disclosure for issuers: Member States shall require each issuer to publicly\ndisclose annually, specifying by Member State and by third country\nin which it has a subsidiary, the following information on a\nconsolidated basis for the financial year: (i) name(s), (ii) nature\nof activities and geographical location; (iii) turnover; (iv)\nnumber of employees on a full time equivalent basis; (v) tax on\nprofit or loss; (vii) public subsidies received.
\nThe European Parliament adopted amendments to\nthe proposal for a directive of the European Parliament and of the\nCouncil amending Directive 2007/36/EC as regards the encouragement\nof long-term shareholder engagement and Directive 2013/34/EU as\nregards certain elements of the corporate governance\nstatement.
\nThe matter had been sent back for consideration to\nthe competent committee. The vote had been set back for a later\nsession.
\nThe main amendments adopted in plenary were as\nfollows:
\nPurpose: Members felt\nthat the amended directive should:
\nTransparency and dialogue: Member States shall ensure that companies\nhave the right to identify their shareholders,\ntaking account of existing national systems. On the request of the\ncompany, the intermediary must communicate without undue delay to\nthe company the information regarding shareholder\nidentity. Companies shall in any case be allowed to give\nthird parties an overview of the shareholding structure of the\ncompany by disclosing the different shareholder\ncategories.
\nThe companies and the intermediaries must not\nstore the information regarding shareholder\nidentity transmitted to for longer than necessary.
\nIntermediaries must facilitate the exercise\nof shareholder rights by the latter, including the\nright to participate and vote in general meetings.\nCompanies must publicly disclose, via their website, the\nminutes of the general meetings and the results of\nvotes.
\nFurthermore, Member States may allow\nintermediaries to charge the costs of the service\nto be provided by the companies. Intermediaries shall\npublicly disclose prices, fees and any other charges\nseparately for each service
\nAny differences in the charges levied between domestic\nand cross-border exercise of rights\nshall only be permitted where duly\njustified and shall reflect the variation in actual costs\nincurred for delivering the services.
\nEngagement policy: institutional investors and asset managers must\ndevelop a policy on shareholder engagement which shall determine\nhow they conduct the following actions: (i) integrate shareholder\nengagement in their investment strategy; (ii) monitor investee\ncompanies, including on their non-financial performance, and\nreduction of social and environmental risks; (iii) conduct\ndialogue and cooperate with other stakeholders of the investee\ncompanies; (iv) exercise voting rights.
\nTransparency of asset managers: institutional investors must disclose to the public\nhow their investment strategy is aligned with the profile and\nduration of their liabilities and how it contributes to the\nmedium to long-term performance of their assets. Moreover,\nasset managers should publicly disclose the\nportfolio turnover, whether they make investment\ndecisions on the basis of judgements about medium to long-term\nperformance of the investee company, and whether they use proxy\nadvisors for the purpose of their engagement\nactivities. Further information should be disclosed by the\nasset managers directly to the institutional investors, including\ninformation on the portfolio composition, on the portfolio turnover\ncosts, on conflicts of interest that have arisen and how they have\nbeen dealt with.
\nRight to vote on the remuneration policy:\ncompanies must establish a remuneration policy\nas regards directors and submit it to a binding vote of the\ngeneral meeting of shareholders. Any change to the\npolicy shall be voted on at the general\nmeeting of shareholders and the policy shall be\nsubmitted in any case for approval by the general\nmeeting at least every three years.
\nHowever, Member States may provide that the votes by\nthe general meeting on the remuneration policy are\nadvisory.
\nDirectors remuneration policy must:
\nMember States shall ensure that (i) the value of\nshares does not play a dominant role in the financial performance\ncriteria; (ii) share-based remuneration does not represent the\nmost significant part of directors' variable\nremuneration.
\nThe remuneration policy shall also:
\nRelated party transactions: in order to ensure adequate safeguards for the\nprotection of companies interests Member States\nshould ensure that material related party\ntransactions should be approved by the shareholders or\nby the administrative or supervisory body of the companies, in\naccordance with procedures which prevent a related party from\ntaking advantage of its position and provide adequate protection\nfor the interest of the company and of shareholders which are not\nrelated parties, including minority\nshareholders . Related parties companies should publicly\nannounce such transactions at the latest at the time of\nconclusion.
\nAdditional disclosure for large\nundertakings: Members added large\nundertakings must provide a report by country on their\nbusinesses. This includes turnover; number of employees on a full\ntime equivalent basis; value of assets and annual cost of\nmaintaining those assets; sales and purchases; profit or loss\nbefore tax; tax on profit or loss; public subsidies\nreceived;
\nLarge undertakings shall, In the notes to the\nfinancial statements, publicly disclose essential elements of\nand information regarding tax rulings, providing a breakdown by\nMember State and by third country in which the large undertaking in\nquestion has a subsidiary.
\nUndertakings of which the\naverage number of employees on a consolidated basis during the\nfinancial year does not exceed 500 and which, on their balance\nsheet dates, have on a consolidated basis either a balance sheet\nwhich does not exceed a total of 86 million euros or a net turnover\nwhich does not exceeds EUR 100 million shall be exempt from this\nobligation.
\nThe European Parliament adopted amendments to\nthe proposal for a directive of the European Parliament and of the\nCouncil amending Directive 2007/36/EC as regards the encouragement\nof long-term shareholder engagement and Directive 2013/34/EU as\nregards certain elements of the corporate governance\nstatement.
\nThe matter had been sent back for consideration to\nthe competent committee. The vote had been set back for a later\nsession.
\nThe main amendments adopted in plenary were as\nfollows:
\nPurpose: Members felt\nthat the amended directive should:
\nTransparency and dialogue: Member States shall ensure that companies\nhave the right to identify their shareholders,\ntaking account of existing national systems. On the request of the\ncompany, the intermediary must communicate without undue delay to\nthe company the information regarding shareholder\nidentity. Companies shall in any case be allowed to give\nthird parties an overview of the shareholding structure of the\ncompany by disclosing the different shareholder\ncategories.
\nThe companies and the intermediaries must not\nstore the information regarding shareholder\nidentity transmitted to for longer than necessary.
\nIntermediaries must facilitate the exercise\nof shareholder rights by the latter, including the\nright to participate and vote in general meetings.\nCompanies must publicly disclose, via their website, the\nminutes of the general meetings and the results of\nvotes.
\nFurthermore, Member States may allow\nintermediaries to charge the costs of the service\nto be provided by the companies. Intermediaries shall\npublicly disclose prices, fees and any other charges\nseparately for each service
\nAny differences in the charges levied between domestic\nand cross-border exercise of rights\nshall only be permitted where duly\njustified and shall reflect the variation in actual costs\nincurred for delivering the services.
\nEngagement policy: institutional investors and asset managers must\ndevelop a policy on shareholder engagement which shall determine\nhow they conduct the following actions: (i) integrate shareholder\nengagement in their investment strategy; (ii) monitor investee\ncompanies, including on their non-financial performance, and\nreduction of social and environmental risks; (iii) conduct\ndialogue and cooperate with other stakeholders of the investee\ncompanies; (iv) exercise voting rights.
\nTransparency of asset managers: institutional investors must disclose to the public\nhow their investment strategy is aligned with the profile and\nduration of their liabilities and how it contributes to the\nmedium to long-term performance of their assets. Moreover,\nasset managers should publicly disclose the\nportfolio turnover, whether they make investment\ndecisions on the basis of judgements about medium to long-term\nperformance of the investee company, and whether they use proxy\nadvisors for the purpose of their engagement\nactivities. Further information should be disclosed by the\nasset managers directly to the institutional investors, including\ninformation on the portfolio composition, on the portfolio turnover\ncosts, on conflicts of interest that have arisen and how they have\nbeen dealt with.
\nRight to vote on the remuneration policy:\ncompanies must establish a remuneration policy\nas regards directors and submit it to a binding vote of the\ngeneral meeting of shareholders. Any change to the\npolicy shall be voted on at the general\nmeeting of shareholders and the policy shall be\nsubmitted in any case for approval by the general\nmeeting at least every three years.
\nHowever, Member States may provide that the votes by\nthe general meeting on the remuneration policy are\nadvisory.
\nDirectors remuneration policy must:
\nMember States shall ensure that (i) the value of\nshares does not play a dominant role in the financial performance\ncriteria; (ii) share-based remuneration does not represent the\nmost significant part of directors' variable\nremuneration.
\nThe remuneration policy shall also:
\nRelated party transactions: in order to ensure adequate safeguards for the\nprotection of companies interests Member States\nshould ensure that material related party\ntransactions should be approved by the shareholders or\nby the administrative or supervisory body of the companies, in\naccordance with procedures which prevent a related party from\ntaking advantage of its position and provide adequate protection\nfor the interest of the company and of shareholders which are not\nrelated parties, including minority\nshareholders . Related parties companies should publicly\nannounce such transactions at the latest at the time of\nconclusion.
\nAdditional disclosure for large\nundertakings: Members added large\nundertakings must provide a report by country on their\nbusinesses. This includes turnover; number of employees on a full\ntime equivalent basis; value of assets and annual cost of\nmaintaining those assets; sales and purchases; profit or loss\nbefore tax; tax on profit or loss; public subsidies\nreceived;
\nLarge undertakings shall, In the notes to the\nfinancial statements, publicly disclose essential elements of\nand information regarding tax rulings, providing a breakdown by\nMember State and by third country in which the large undertaking in\nquestion has a subsidiary.
\nUndertakings of which the\naverage number of employees on a consolidated basis during the\nfinancial year does not exceed 500 and which, on their balance\nsheet dates, have on a consolidated basis either a balance sheet\nwhich does not exceed a total of 86 million euros or a net turnover\nwhich does not exceeds EUR 100 million shall be exempt from this\nobligation.
\nThe European Parliament adopted by 556 votes to 67,\nwith 80 abstentions, amendments to the proposal for a\ndirective of the European Parliament and of the Council amending\nDirective 2007/36/EC as regards the encouragement of long-term\nshareholder engagement and Directive 2013/34/EU as regards certain\nelements of the corporate governance statement.
\nThe matter had been sent back for consideration to\nthe competent committee. The vote had been set back for a later\nsession.
\nThe main amendments adopted in plenary were as\nfollows:
\nPurpose: Members felt\nthat the amended directive should:
\nTransparency and dialogue: Member States shall ensure that companies\nhave the right to identify their shareholders,\ntaking account of existing national systems. On the request of the\ncompany, the intermediary must communicate without undue delay to\nthe company the information regarding shareholder\nidentity. Companies shall in any case be allowed to give\nthird parties an overview of the shareholding structure of the\ncompany by disclosing the different shareholder\ncategories.
\nThe companies and the intermediaries must not\nstore the information regarding shareholder\nidentity transmitted to for longer than necessary.
\nIntermediaries must facilitate the exercise\nof shareholder rights by the latter, including the\nright to participate and vote in general meetings.\nCompanies must publicly disclose, via their website, the\nminutes of the general meetings and the results of\nvotes.
\nFurthermore, Member States may allow\nintermediaries to charge the costs of the service\nto be provided by the companies. Intermediaries shall\npublicly disclose prices, fees and any other charges\nseparately for each service
\nAny differences in the charges levied between domestic\nand cross-border exercise of rights\nshall only be permitted where duly\njustified and shall reflect the variation in actual costs\nincurred for delivering the services.
\nEngagement policy: institutional investors and asset managers must\ndevelop a policy on shareholder engagement which shall determine\nhow they conduct the following actions: (i) integrate shareholder\nengagement in their investment strategy; (ii) monitor investee\ncompanies, including on their non-financial performance, and\nreduction of social and environmental risks; (iii) conduct\ndialogue and cooperate with other stakeholders of the investee\ncompanies; (iv) exercise voting rights.
\nTransparency of asset managers: institutional investors must disclose to the public\nhow their investment strategy is aligned with the profile and\nduration of their liabilities and how it contributes to the\nmedium to long-term performance of their assets. Moreover,\nasset managers should publicly disclose the\nportfolio turnover, whether they make investment\ndecisions on the basis of judgements about medium to long-term\nperformance of the investee company, and whether they use proxy\nadvisors for the purpose of their engagement\nactivities. Further information should be disclosed by the\nasset managers directly to the institutional investors, including\ninformation on the portfolio composition, on the portfolio turnover\ncosts, on conflicts of interest that have arisen and how they have\nbeen dealt with.
\nRight to vote on the remuneration policy:\ncompanies must establish a remuneration policy\nas regards directors and submit it to a binding vote of the\ngeneral meeting of shareholders. Any change to the\npolicy shall be voted on at the general\nmeeting of shareholders and the policy shall be\nsubmitted in any case for approval by the general\nmeeting at least every three years.
\nHowever, Member States may provide that the votes by\nthe general meeting on the remuneration policy are\nadvisory.
\nDirectors remuneration policy must:
\nMember States shall ensure that (i) the value of\nshares does not play a dominant role in the financial performance\ncriteria; (ii) share-based remuneration does not represent the\nmost significant part of directors' variable\nremuneration.
\nThe remuneration policy shall also:
\nRelated party transactions: in order to ensure adequate safeguards for the\nprotection of companies interests Member States\nshould ensure that material related party\ntransactions should be approved by the shareholders or\nby the administrative or supervisory body of the companies, in\naccordance with procedures which prevent a related party from\ntaking advantage of its position and provide adequate protection\nfor the interest of the company and of shareholders which are not\nrelated parties, including minority\nshareholders . Related parties companies should publicly\nannounce such transactions at the latest at the time of\nconclusion.
\nAdditional disclosure for large\nundertakings: Members added large\nundertakings must provide a report by country on their\nbusinesses. This includes turnover; number of employees on a full\ntime equivalent basis; value of assets and annual cost of\nmaintaining those assets; sales and purchases; profit or loss\nbefore tax; tax on profit or loss; public subsidies\nreceived;
\nLarge undertakings shall, In the notes to the\nfinancial statements, publicly disclose essential elements of\nand information regarding tax rulings, providing a breakdown by\nMember State and by third country in which the large undertaking in\nquestion has a subsidiary.
\nUndertakings of which the\naverage number of employees on a consolidated basis during the\nfinancial year does not exceed 500 and which, on their balance\nsheet dates, have on a consolidated basis either a balance sheet\nwhich does not exceed a total of 86 million euros or a net turnover\nwhich does not exceeds EUR 100 million shall be exempt from this\nobligation.
\nThe European Parliament adopted by 646 votes to 39,\nwith 13 abstentions, a legislative resolution on the proposal for a\ndirective of the European Parliament and of the Council amending\nDirective 2007/36/EC as regards the encouragement of long-term\nshareholder engagement and Directive 2013/34/EU as regards certain\nelements of the corporate governance statement.
\nParliaments position adopted at first reading\nfollowing the ordinary legislative procedure amended the Commission\nproposal.
\nThis proposed Directive establishes requirements in\nrelation to the exercise of certain shareholder rights attached to\nvoting shares in relation to general meetings of companies which\nhave their registered office in a Member State and the shares of\nwhich are admitted to trading on a regulated market situated or\noperating within a Member State.
\nThe amended text reinforced the specific\nrequirements which apply to the following\nprovisions:
\nIdentification of shareholders: listed companies shall have the right to\nidentify their shareholders in order to be able to communicate with\nthem directly and to facilitate the exercise of shareholder rights\nand shareholder engagement, notably long-term. Member States shall\nensure that the company is able to obtain information regarding\nshareholder identity from any intermediary in the chain that holds\nthe information. They shall also ensure that companies and\nintermediaries do not store the personal data of\nshareholders transmitted to them for longer than 12 months\nafter they have become aware that the person concerned has ceased\nto be a shareholder.
\nTransmission of information: the intermediaries are required to transmit\ninformation, without delay, from the company to the shareholder or\nto a third party nominated by the shareholder to enable the\nshareholder to exercise rights flowing from its shares.
\nFacilitation of the exercise of shareholder\nrights: Member States shall ensure\nthat when votes are cast electronically an electronic\nconfirmation of receipt of the votes is sent to the person\nthat casts the vote. Member States may establish a deadline for\nrequesting such confirmation. Such a deadline shall not be longer\nthan three months from the date of the vote. When votes are cast\nelectronically, an electronic confirmation of receipt of the votes\nis sent to the person that casts the vote.
\nRemuneration of Directors: companies shall establish a remuneration\npolicy as regards directors and that shareholders have the\nright to vote on the remuneration policy at the general meeting.\nMember States shall ensure that the vote by the shareholders at the\ngeneral meeting on the remuneration policy is binding. Companies\nshall pay remuneration to their directors only in accordance with a\nremuneration policy that has been approved by the general\nmeeting.
\nTransparency of institutional investors, asset\nmanagers and proxy advisors:\ninstitutional investors and asset managers shall:
\nInstitutional investors shall publicly disclose how the main elements of their\nequity investment strategy are consistent with the profile and\nduration of their liabilities, in particular long-term liabilities,\nand how they contribute to the medium to long-term performance of\ntheir assets.
\nAsset managers shall:
\nMember States shall ensure that proxy advisors\npublicly disclose reference to a code of conduct which they apply\nand report on the application of that code of conduct. They shall\nalso ensure that, in order to adequately inform their clients about\nthe accuracy and reliability of their activities, proxy advisors\npublicly disclose, on an annual basis at least, information in\nrelation to the procedures put in place to ensure quality of the\nresearch, advice and voting recommendations and qualifications of\nthe staff involved.
\nPURPOSE: to revise Directive 2007/36/EC on the\nexercise of certain rights of shareholders in listed companies in\norder to contribute to their long-term sustainability.
\nPROPOSED ACT: Directive of the European Parliament and\nthe Council.
\nROLE OF THE EUROPEAN PARLIAMENT: the European\nParliament decides in accordance with the ordinary legislative\nprocedure and on an equal footing with the Council.
\nBACKGROUND: Directive 2007/36/EC of the European\nParliament and of the Council establishes requirements in relation\nto the exercise of certain shareholder rights attaching to voting\nshares in relation to general meetings of companies which have\ntheir registered office in a Member State and whose shares are\nadmitted to trading on a regulated market situated or operating\nwithin a Member State.
\nThe financial crisis has revealed that shareholders in\nmany cases supported managers' excessive short-term risk\ntaking. Moreover, there is clear evidence that institutional\ninvestors and their asset managers do not sufficiently focus on the\nreal (long-term) performance of companies, but often on share-price\nmovements and the structure of capital market indexes, which leads\nto suboptimal return for the end beneficiaries of institutional\ninvestors and puts short-term pressure on companies.
\nThe past years have highlighted certain corporate\ngovernance shortcomings in European listed companies. These\nshortcomings relate to different actors: companies and their\nboards, shareholders (institutional investors and asset managers)\nand proxy advisors.
\nFive main issues have been identified:
\nStakeholders were consulted on two Green Papers\n(\"Corporate governance in financial\ninstitution\" and \"The EU corporate governance\nframework\").
\nBased on these consultations and further analysis, the\nCommission's Action Plan:\nEuropean company law and corporate governance - a modern legal\nframework for more engaged shareholders and sustainable\ncompanies provides the Commissions\nroadmap in the area, based the two objectives of enhancing\ntransparency and engaging shareholders.
\nIMPACT ASSESSMENT: a range of options, including no\npolicy change, have been considered to address each of the\npresented problems. The preferred option is the\nfollowing:
\n1) mandatory transparency of institutional investors\nand asset managers on their voting and engagement and certain\naspects of asset management arrangements;
\n2) disclosure of the remuneration policy and\nindividual remunerations, combined with a shareholder\nvote;
\n3) additional transparency and an independent opinion\non more important related party transactions and submission of the\nmost substantial transactions to shareholder approval;
\n4) binding disclosure requirements on the methodology\nand conflicts of interests of proxy advisors;
\n5) creating a framework to allow listed companies to\nidentify their shareholders and requiring intermediaries to rapidly\ntransmit information related to shareholders and to facilitate the\nexercise of shareholder rights.
\nCONTENT: the main objectives of the proposal are as\nfollows:
\nImproving engagement of institutional investors and\nasset managers: the proposal should\nincrease the transparency of institutional investors and asset\nmanagers. They will be required to develop a policy on\nshareholder engagement, which should contribute to managing\nactual or potential conflicts of interests with regard to\nshareholder engagement. They should in principle disclose to\nthe public their engagement policy, how it has been implemented and\nthe results thereof. Where institutional investors or asset\nmanagers decide not to develop an engagement policy and/or decide\nnot to disclose the implementation and results thereof, they shall\ngive a clear and reasoned explanation as to why this is the\ncase.
\nStrengthening the link between pay and performance of\ndirectors: the proposal aims at\ncreating more transparency on remuneration policy and the actual\nremuneration awarded to directors and creating a better link\nbetween pay and performance of directors by improving shareholder\noversight of directors remuneration.
\nShareholders should have the right to approve the\nremuneration policy and to vote on the remuneration report. All\nbenefits of directors in whatever form will be included in the\nremuneration policy and report. The proposal does not regulate the\nlevel of remuneration and leaves decisions on this to companies and\ntheir shareholders.
\nImproving shareholder oversight on related party\ntransactions: the proposal requires\nlisted companies that related party transactions representing\nmore than 5% of the companies assets or transactions\nwhich can have a significant impact on profits or turnover to\nsubmit these transactions to the approval of shareholders and may\nnot unconditionally conclude it without their approval.
\nFor smaller related party transactions that represent\nmore than 1% of their assets, listed companies shall\npublicly announce such transactions at the time of the conclusion\nof the transaction, and accompany the announcement by a report from\nan independent third party.
\nIn order to target only transactions that could be\nmost disadvantageous for minority shareholders and to keep\nadministrative burden limited Member States should be allowed to\nexclude transactions entered into between the company and members\nof its group that are fully owned by the listed company.
\nEnhancing transparency of proxy\nadvisors: the proposal will require\nproxy advisors to adopt and implement adequate measures to\nguarantee that their voting recommendations are accurate and\nreliable, based on a thorough analysis of all the information\nthat is available to them and are not affected by any existing or\npotential conflict of interest or business relationship. Proxy\nadvisors are required to publicly disclose certain key\ninformation related to the preparation of their voting\nrecommendations.
\nFacilitating the exercise of rights flowing from\nsecurities for investors: it is\nestimated that non-national shareholders hold some 44% of the\nshares in EU listed companies. The proposal requires Member\nStates to ensure that intermediaries offer to listed companies the\npossibility to have their shareholders identified.\nIntermediaries should, on the request of such a company communicate\nwithout undue delay the name and contact details of the\nshareholders.
\nThe proposal also requires that intermediaries\nfacilitate the exercise of the rights by the shareholder,\nincluding the right to participate and vote in general meetings and\nrequires companies to confirm the votes cast in general meetings by\nor on behalf of shareholders.
\nThe Committee on Legal Affairs adopted the report by\nSergio Gaetano COFFERATI (S&D, IT) on the proposal for a\ndirective of the European Parliament and of the Council amending\nDirective 2007/36/EC as regards the encouragement of long-term\nshareholder engagement and Directive 2013/34/EU as regards certain\nelements of the corporate governance statement.
\nThe Committee on Economic and Monetary Affairs,\nexercising its prerogatives as an associated committee under\nParliaments Rule\n54 of the Rules of Procedure was consulted to give an opinion\non the report.
\nPurpose: Members\nstipulated that the amended Directive shall: (i) establish specific\nrequirements in order to facilitate shareholders' engagement in the\nlong term, including the identification of shareholders, the\ntransmission of information and the facilitation of the exercise of\nshareholder rights; (ii) create transparency on the engagement\npolicies of institutional investors and asset managers and on the\nactivities of proxy advisors and; (iii) lay down certain\nrequirements with regard to directors' remuneration and related\nparty transaction.
\nSupport for long-term shareholding: in order to provide more stability for\ncompanies, Member States shall put in place a mechanism in order to\npromote shareholding on a long-term basis and foster long-term\nshareholders. The qualifying period in order to be considered a\nlong term shareholder shall not be less than two\nyears.
\nThe mechanism shall include one or more of the\nfollowing advantages for long term shareholders: additional\nvoting rights; tax incentives; loyalty dividends; loyalty\nshares.
\nTransparency of asset managers: asset managers should be required to publicly\ndisclose annually how their investment strategy and the\nimplementation thereof is in accordance with the asset management\narrangement and how the investment strategy and decisions\ncontributes to medium to long-term performance of the assets of the\ninstitutional investor. Moreover, information on the portfolio\ncomposition, on the portfolio turnover costs, on conflicts of\ninterest which have arisen and how they have been dealt with should\nbe disclosed.
\nTransparency of proxy advisors: proxy advisors should adopt and follow a code of\nconduct. Departures from the code should be declared and\nexplained, together with any alternative solutions which have been\nadopted. Proxy advisors should report on the application of their\ncode of conduct on a yearly basis.
\nApproval of the remuneration policy by\nstakeholders: the remuneration policy\nfor company directors should also contribute to the long-term\ngrowth of the company so that it corresponds to a more\neffective practice of corporate governance and is not linked\nentirely or largely to short-term investment objectives. Companies\nshould establish a remuneration policy as regards directors and\nsubmit it to a binding vote of the general meeting of\nshareholders. Any change to the policy shall be voted on at the\ngeneral meeting of shareholders and the policy shall be\nsubmitted in any case for approval by the general meeting at\nleast every three years.
\nDirectors performance should be assessed using\nboth financial and non-financial performance criteria,\nincluding environmental, social and governance factors.
\nThe remuneration policy shall set clear criteria\nfor the award of fixed and variable remuneration, including all\nbonuses and all benefits in whatever form.
\nFor variable remuneration, the criteria also include\nconsideration of programmes relating to corporate social\nresponsibility and the results achieved in this regard should\nbe taken into consideration. Member States shall ensure that\nshare-based remuneration does not represent the most significant\npart of directors' variable remuneration.
\nIn addition, the remuneration policy shall:
\nMember States shall ensure that relevant stakeholders,\nin particular employees, are entitled, via their\nrepresentatives, to express a view on the remuneration report\nbefore it is submitted to the shareholders.
\nAdditional disclosure for large\nundertakings: in the notes to the\nfinancial statements, large undertakings shall, in addition to the\ninformation required under the Directive, publicly disclose\nnon-essential information in respect of the following matters,\nspecifying by Member State and by third country in which it has\na subsidiary.
\nUndertakings whose average number of employees on a\nconsolidated basis during the financial year does not exceed 500\nand, on their balance sheet dates, do not exceed on a consolidated\nbasis either a balance sheet total of 86 million or a net\nturnover of 100 million shall be exempt from the\nobligation.
\nAdditional disclosure for issuers: Member States shall require each issuer to publicly\ndisclose annually, specifying by Member State and by third country\nin which it has a subsidiary, the following information on a\nconsolidated basis for the financial year: (i) name(s), (ii) nature\nof activities and geographical location; (iii) turnover; (iv)\nnumber of employees on a full time equivalent basis; (v) tax on\nprofit or loss; (vii) public subsidies received.
\nThe European Parliament adopted by 556 votes to 67,\nwith 80 abstentions, amendments to the proposal for a\ndirective of the European Parliament and of the Council amending\nDirective 2007/36/EC as regards the encouragement of long-term\nshareholder engagement and Directive 2013/34/EU as regards certain\nelements of the corporate governance statement.
\nThe matter had been sent back for consideration to\nthe competent committee. The vote had been set back for a later\nsession.
\nThe main amendments adopted in plenary were as\nfollows:
\nPurpose: Members felt\nthat the amended directive should:
\nTransparency and dialogue: Member States shall ensure that companies\nhave the right to identify their shareholders,\ntaking account of existing national systems. On the request of the\ncompany, the intermediary must communicate without undue delay to\nthe company the information regarding shareholder\nidentity. Companies shall in any case be allowed to give\nthird parties an overview of the shareholding structure of the\ncompany by disclosing the different shareholder\ncategories.
\nThe companies and the intermediaries must not\nstore the information regarding shareholder\nidentity transmitted to for longer than necessary.
\nIntermediaries must facilitate the exercise\nof shareholder rights by the latter, including the\nright to participate and vote in general meetings.\nCompanies must publicly disclose, via their website, the\nminutes of the general meetings and the results of\nvotes.
\nFurthermore, Member States may allow\nintermediaries to charge the costs of the service\nto be provided by the companies. Intermediaries shall\npublicly disclose prices, fees and any other charges\nseparately for each service
\nAny differences in the charges levied between domestic\nand cross-border exercise of rights\nshall only be permitted where duly\njustified and shall reflect the variation in actual costs\nincurred for delivering the services.
\nEngagement policy: institutional investors and asset managers must\ndevelop a policy on shareholder engagement which shall determine\nhow they conduct the following actions: (i) integrate shareholder\nengagement in their investment strategy; (ii) monitor investee\ncompanies, including on their non-financial performance, and\nreduction of social and environmental risks; (iii) conduct\ndialogue and cooperate with other stakeholders of the investee\ncompanies; (iv) exercise voting rights.
\nTransparency of asset managers: institutional investors must disclose to the public\nhow their investment strategy is aligned with the profile and\nduration of their liabilities and how it contributes to the\nmedium to long-term performance of their assets. Moreover,\nasset managers should publicly disclose the\nportfolio turnover, whether they make investment\ndecisions on the basis of judgements about medium to long-term\nperformance of the investee company, and whether they use proxy\nadvisors for the purpose of their engagement\nactivities. Further information should be disclosed by the\nasset managers directly to the institutional investors, including\ninformation on the portfolio composition, on the portfolio turnover\ncosts, on conflicts of interest that have arisen and how they have\nbeen dealt with.
\nRight to vote on the remuneration policy:\ncompanies must establish a remuneration policy\nas regards directors and submit it to a binding vote of the\ngeneral meeting of shareholders. Any change to the\npolicy shall be voted on at the general\nmeeting of shareholders and the policy shall be\nsubmitted in any case for approval by the general\nmeeting at least every three years.
\nHowever, Member States may provide that the votes by\nthe general meeting on the remuneration policy are\nadvisory.
\nDirectors remuneration policy must:
\nMember States shall ensure that (i) the value of\nshares does not play a dominant role in the financial performance\ncriteria; (ii) share-based remuneration does not represent the\nmost significant part of directors' variable\nremuneration.
\nThe remuneration policy shall also:
\nRelated party transactions: in order to ensure adequate safeguards for the\nprotection of companies interests Member States\nshould ensure that material related party\ntransactions should be approved by the shareholders or\nby the administrative or supervisory body of the companies, in\naccordance with procedures which prevent a related party from\ntaking advantage of its position and provide adequate protection\nfor the interest of the company and of shareholders which are not\nrelated parties, including minority\nshareholders . Related parties companies should publicly\nannounce such transactions at the latest at the time of\nconclusion.
\nAdditional disclosure for large\nundertakings: Members added large\nundertakings must provide a report by country on their\nbusinesses. This includes turnover; number of employees on a full\ntime equivalent basis; value of assets and annual cost of\nmaintaining those assets; sales and purchases; profit or loss\nbefore tax; tax on profit or loss; public subsidies\nreceived;
\nLarge undertakings shall, In the notes to the\nfinancial statements, publicly disclose essential elements of\nand information regarding tax rulings, providing a breakdown by\nMember State and by third country in which the large undertaking in\nquestion has a subsidiary.
\nUndertakings of which the\naverage number of employees on a consolidated basis during the\nfinancial year does not exceed 500 and which, on their balance\nsheet dates, have on a consolidated basis either a balance sheet\nwhich does not exceed a total of 86 million euros or a net turnover\nwhich does not exceeds EUR 100 million shall be exempt from this\nobligation.
\nThe European Parliament adopted by 646 votes to 39,\nwith 13 abstentions, a legislative resolution on the proposal for a\ndirective of the European Parliament and of the Council amending\nDirective 2007/36/EC as regards the encouragement of long-term\nshareholder engagement and Directive 2013/34/EU as regards certain\nelements of the corporate governance statement.
\nParliaments position adopted at first reading\nfollowing the ordinary legislative procedure amended the Commission\nproposal.
\nThis proposed Directive establishes requirements in\nrelation to the exercise of certain shareholder rights attached to\nvoting shares in relation to general meetings of companies which\nhave their registered office in a Member State and the shares of\nwhich are admitted to trading on a regulated market situated or\noperating within a Member State.
\nThe amended text reinforced the specific\nrequirements which apply to the following\nprovisions:
\nIdentification of shareholders: listed companies shall have the right to\nidentify their shareholders in order to be able to communicate with\nthem directly and to facilitate the exercise of shareholder rights\nand shareholder engagement, notably long-term. Member States shall\nensure that the company is able to obtain information regarding\nshareholder identity from any intermediary in the chain that holds\nthe information. They shall also ensure that companies and\nintermediaries do not store the personal data of\nshareholders transmitted to them for longer than 12 months\nafter they have become aware that the person concerned has ceased\nto be a shareholder.
\nTransmission of information: the intermediaries are required to transmit\ninformation, without delay, from the company to the shareholder or\nto a third party nominated by the shareholder to enable the\nshareholder to exercise rights flowing from its shares.
\nFacilitation of the exercise of shareholder\nrights: Member States shall ensure\nthat when votes are cast electronically an electronic\nconfirmation of receipt of the votes is sent to the person\nthat casts the vote. Member States may establish a deadline for\nrequesting such confirmation. Such a deadline shall not be longer\nthan three months from the date of the vote. When votes are cast\nelectronically, an electronic confirmation of receipt of the votes\nis sent to the person that casts the vote.
\nRemuneration of Directors: companies shall establish a remuneration\npolicy as regards directors and that shareholders have the\nright to vote on the remuneration policy at the general meeting.\nMember States shall ensure that the vote by the shareholders at the\ngeneral meeting on the remuneration policy is binding. Companies\nshall pay remuneration to their directors only in accordance with a\nremuneration policy that has been approved by the general\nmeeting.
\nTransparency of institutional investors, asset\nmanagers and proxy advisors:\ninstitutional investors and asset managers shall:
\nInstitutional investors shall publicly disclose how the main elements of their\nequity investment strategy are consistent with the profile and\nduration of their liabilities, in particular long-term liabilities,\nand how they contribute to the medium to long-term performance of\ntheir assets.
\nAsset managers shall:
\nMember States shall ensure that proxy advisors\npublicly disclose reference to a code of conduct which they apply\nand report on the application of that code of conduct. They shall\nalso ensure that, in order to adequately inform their clients about\nthe accuracy and reliability of their activities, proxy advisors\npublicly disclose, on an annual basis at least, information in\nrelation to the procedures put in place to ensure quality of the\nresearch, advice and voting recommendations and qualifications of\nthe staff involved.
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