[ParlTrack]

Proposal for a directive
Recital 2

(2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking. Moreover, there is clear evidence that the current level of ‘monitoring’ of investee companies and engagement by institutional investors and asset managers is inadequate, which may lead to suboptimal corporate governance and performance of listed companies.

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Recital 9

(9) Institutional investors and asset managers are important shareholders of listed companies in the Union and therefore can play an important role in the corporate governance of these companies, but also more generally with regard to the strategy and long-term performance of these companies. However, the experience of the last years has shown that institutional investors and asset managers often do not engage with companies in which they hold shares 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.

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Recital 14

(14) In order to improve the information in the equity investment chain Member States should ensure that proxy advisors adopt and implement adequate measures to ~~guarantee~~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.

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Recital 15

(15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company. __________________ 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..deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Recital 16

(16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to approve the remuneration policy, on the basis of a clear, understandable and comprehensive overview of the company's remuneration policy, which should be aligned with the business strategy, objectives, values and long-term interests of the company and should incorporate measures to avoid conflicts of interest. Companies should only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The approved remuneration policy should be publicly disclosed without delay.deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Recital 21

(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’s exercise of implementing powers ( OJ L 55, 28.2.2011, p. 13).deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3a – paragraph 2

2. Member States shall ensure that, on the request of the company, the intermediary communicates without undue delay to the company the name and contact details of the shareholders and, where the shareholders are legal persons, their unique identifier where available. Where there is more than one intermediary in a holding chain, the request of the company and the identity and contact details of the shareholders shall be transmitted between intermediaries without undue delay.deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3f – paragraph 1 – point b

~~(d) to exercise voting rights;~~deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3f – paragraph 2

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.deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3f – paragraph 3

3. Member States shall ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy, how it has been implemented and the results thereof. The information referred to in the first sentence shall at least be available on the company's website. 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.deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph 1– point a

~~(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;~~deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph 1 – point c

(c) the method and time horizon of the evaluation of the asset manager’s 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;deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

(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;deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph – point e

~~(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;~~deleted

2015/02/06
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 4

Directive 2007 36/EC
Article 9a – paragraph 1 – subparagraph 2

Companies may, in case of recruitment of 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.

2015/02/25
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 4

Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 2

The policy shall indicate the maximum amounts of total remuneration that can be awarded, and the corresponding relative proportion of the different components of fixed and variable remuneration. It shall explain how the pay and employment conditions of employees of the company were taken into account when setting the policy or directors' remuneration by explaining the ratio between the average remuneration of 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.deleted

2015/02/25
Committee: JURI

Philippe DE BACKER

Proposal for a directive
Article 1 – point 4

Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1

1. Member States shall ensure that companies, in case of transactions with related parties that represent more than 1% of their assets, publicly announce such transactions at the time of the conclusion of the transaction, and accompany the announcement by a report from an independent third party assessing whether or not it is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholders. 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.

2015/02/25
Committee: JURI

Activities of Philippe DE BACKER related to 2014/0121(COD)

Plenary speeches (1)

Amendments (17)

ParlTrack - 2011-2024