[ParlTrack]

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

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

Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 19

(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’' interests are of importance. For this reason Member States should ensure that related party transactions representing more than 5 % of the companies’' assets or transactions ~~which can have a significant impact on profits or turnover~~ should be submitted either to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction 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~~, and accompany the announcement by a report from an independent third p~~. Transactions entered into in the ordinarty ~~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~~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 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 foran independent administrative body for certain clearly defined types of recurrent transactions above 15 percent of the assets~~, under certain conditions, in order to facilitate the conclusion of such transactions by companies~~.

2015/01/07
Committee: ECON

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 6

(6) In view of the important role of intermediaries they should be obliged to facilitate the exercise of rights by the shareholder both when they would like to exercise these rights hithemselfves or wants to nominate a third person to do so. When ~~the~~ shareholders does not want to exercise the rights hithemselfves and hasve 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 ~~his~~their benefit.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

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

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

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

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

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

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

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

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Recital 17

(17) To ensure that the implementation of the remuneration policy is in line with the approved policy, shareholders should be granted the right to vote on the company’s remuneration report. In 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.deleted

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 17 a (new)

(17a) Increased transparency regarding the activities of large companies, and in particular regarding profits made, taxes on profit paid and subsidies received, is essential for ensuring the trust of shareholders and other Union citizens in companies. Mandatory reporting in this area can therefore be seen as an important element of the corporate duty of companies to shareholders and society.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 18

(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)deleted

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Recital 19

(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’' interests are of importance. For this reason Member States should ensure that related party transactions representing more than 5 % of the companies’' assets or transactions ~~which can have a significant impact on profits or turnover~~ should be submitted either to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction 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~~, and accompany the announcement by a report from an independent third p~~. Transactions entered into in the ordinarty ~~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 State~~course of business or concluded on market terms or market equivalent terms should be ~~allowed to~~ exclude td. 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 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 foran independent administrative body for certain clearly defined types of recurrent transactions above 15 percent of the assets~~, under certain conditions, in order to facilitate the conclusion of such transactions by companies~~.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

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

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

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

2. Member States shall ensure that, on the request of the company, the intermediary communicates without undue delay to the company: i) the name and contact details of the shareholders and, where the shareholders are legal persons, their unique identifier where available. 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 i~~dentity and contact details of the shareholders~~nformation referred to in points (i) and (ii) shall be transmitted between intermediaries without undue delay.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

2007/36/EC
Article 3a – paragraph 3

3. Shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article. ~~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.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3a – paragraph 5

5. The Commission shall be empowered to adopt implementing acts to specify the requirements to transmit the information laid down in paragraphs 2 and 3 including as regards the information to be transmitted, the format of the request and the transmission 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).deleted

2015/02/06
Committee: JURI

Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – paragraph 1 – point 4

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

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

2015/01/07
Committee: ECON

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

1. Member States shall ensure that if a company chooses not to directly communicate with its shareholders, the information related to their shares shall be available online and transmitted to them or, in accordance with the instructions given by the shareholder, to a third party, by the intermediary without undue delay in all of the following cases:

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3b – paragraph 5

5. The Commission shall be empowered to adopt implementing acts to specify the requirements to transmit information laid down in paragraphs 1 to 4 including as regards the content to be transmitted, the deadlines to be complied with and the types and format of information to be transmitted. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 14a (2).deleted

2015/02/06
Committee: JURI

Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – paragraph 1 – point 4

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

2. Member States shall ensure that transactions with related parties representing more than 5% of the companies’' 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’ approval of the transaction. The company may however conclude the transaction under the condition ofare 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 shareholder ~~approval~~s.

2015/01/07
Committee: ECON

Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – paragraph 1 – point 4

Directive 2007/36/EC
Article 9c – paragraph 3 a (new)

3a. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market equivalents terms.

2015/01/07
Committee: ECON

Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – paragraph 1 – point 4

Directive 2007/36/EC
Article 9c – paragraph 4

4. Member States may exclude transactions entered into between the company and one or more members of its group from the requirements in paragraphs 1, 2 and 3, provided that those members or joint ventures of the group are wholly or partly owned by the company.

2015/01/07
Committee: ECON

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

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

2. Member States shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders when the vote is cast by electronic means. In case the intermediary casts the vote, it shall transmit the voting confirmation to the shareholder. Where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3c – paragraph 2a (new)

2a. Member States shall guarantee the right of shareholders to associate for the collective defence of their interests in shareholder associations.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 3

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

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).deleted

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3d – paragraph 2a (new)

2a. Member States shall ensure that no costs are charged on shareholders by an intermediary with regards to the communication of information which is necessary for the shareholders to exercise their rights at the general meeting.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3f – paragraph 1 – introductory words

1. Member States shall, without prejudice to Article 3f(4), ensure that institutional investors and asset managers develop a policy on shareholder engagement (“engagement policy”) This engagement policy ~~shall~~may inter alia determine how institutional investors and asset managers conduct allny of the following actions:

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

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

2. Member States shall, without prejudice to Article 3f(4), ensure that the engagement policy includes policies to manage actual or potential conflicts of interests with regard to shareholder engagement. Such policies ~~shall~~may in particular be developed for all of the following situations:

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 3

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

3. Member States shall, without prejudice to Article 3f( 4), ensure that institutional investors and asset managers 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.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 3

Directive 2007/36/EC
Article 3i – paragraph 1

1. Member States shall ensure that proxy advisors adopt and implement adequate measures to ~~guarantee~~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.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 4

Directive 2007/36/EC
Article 9a

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.deleted

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 4

Directive 2007/36/EC
Article 9b

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).deleted

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

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 material information necessary to assess the financial impartiality of the transaction.

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 4

2007/36/EC
Article 9c – paragraph 2 – subparagraph 1

2. Member States shall ensure that transactions with related parties representing more than 5% of the companies’' 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’ approval of the transaction. The company may however conclude the transaction under the condition ofare 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 shareholder ~~approval~~s.

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 4

3a. The requirements in paragraphs 1, 2 and 3 shall not apply to transactions entered into in the ordinary course of business or concluded on market terms or on market equivalent terms.

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 1 – point 4

Directive 2007/36/EC
Article 9c – paragraph 4

4. ~~Member States may exclude~~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 ~~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.

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – paragraph 1 – point 5

Directive 2007/36/EC
Chapter IIa – title

~~Implementing acts and p~~Penalties

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 1 – point 5

Directive 2007/36/EC
Article 14a

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.deleted

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Article 2 – paragraph -1 d (new)

Directive 2013/34/EU
Article 18 a (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.

2015/02/25
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS, Cora van NIEUWENHUIZEN

Proposal for a directive
Article 2 – point a

Directive 2013/34/EC
Article 20 – paragraph 1 – point h

~~(a) In paragraph 1, the following point (h) is added: (h) the remuneration report referred to in Article 9b of Directive 2007/36/EC.~~deleted

2015/02/25
Committee: JURI

39 Amendments of Nils TORVALDS related to 2014/0121(COD)

ParlTrack - 2011-2024