31 Amendments of Giovanni TOTI related to 2014/0121(COD)
Amendment 110 #
Proposal for a directive
Recital 15
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..
Amendment 117 #
Proposal for a directive
Recital 16
Recital 16
(16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to approvvote 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. That remuneration policy should be publicly disclosed without delay.
Amendment 123 #
Proposal for a directive
Recital 17
Recital 17
(17) To ensure that the implementation of the remuneration policy is in line with the approved policy, shareholders should be granted, 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 reportand 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.
Amendment 133 #
Proposal for a directive
Recital 19
Recital 19
(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’ interests are of importance. For this reason Member States should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meetingshould 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 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. Member States should also be able to allow companies to request the advance approval by shareholders for certainving 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 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, for which national law provides for adequate protection of min order to facilitate the conclusion of such transactions by companieity shareholders.
Amendment 138 #
Proposal for a directive
Recital 20
Recital 20
(20) In view of Directive 95/46/EC of the European Parliament and of the Council of 24 October 199519 it is necessary to strike a balance between the facilitation of the exercise of shareholders' rights and the right to privacy and the protection of personal data. The identification information on shareholders should be limited to the name and contact details ofincluding 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).
Amendment 147 #
Proposal for a directive
Article 1 – point 2
Article 1 – point 2
Directive 2007/36/EC
Article 2 – point j a (new)
Article 2 – point j a (new)
(ja) "end investor" means a shareholder or other natural or legal person who holds shares for its own account, not including the holder of a unit in a UCITS (undertaking for collective investment in transferable securities)
Amendment 148 #
Proposal for a directive
Article 1 – point 2
Article 1 – point 2
Directive 2007/36/EC
Article 2 – point 1
Article 2 – point 1
(l) ”Director’ means: - any member of the administrative, management or supervisory bodies of a company; - chief executive officers even where they are not members of administrative, management or supervisory bodies.
Amendment 152 #
Proposal for a directive
Article 1 – point 2 a (new)
Article 1 – point 2 a (new)
Directive 2007/36/EC
Article 2 a (new)
Article 2 a (new)
(2a) The following article is inserted: Article 2a Data protection Member States shall ensure that any processing of personal data under this Directive is done in accordance with national laws transposing Directive 95/46/EC. Member States should also ensure that those national laws do not prevent effective shareholder identification.
Amendment 155 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 1
Article 3a – paragraph 1
1. Member States shall ensure that intermediaries offer to companies the possibility to havecompanies have the right to identify their shareholders identified.
Amendment 162 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 2
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 shareholders, whether or not they hold shares ofn 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 delair 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.
Amendment 169 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 3
Article 3a – paragraph 3
3. Shareholders shall be duly informed by their intermediary that their name and contact details maywhere 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 receiving itthe company has been reliably informed that the person has ceased to be a shareholder.
Amendment 183 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3b – paragraph 1 – subparagraph 1a (new)
Article 3b – paragraph 1 – subparagraph 1a (new)
Member States shall ensure that shareholders may waive their right to receive the information referred to in the first subparagraph.
Amendment 187 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 1
Article 3c – paragraph 1
1. Member States shall ensure that the intermediaryies facilitates the exercise of theshareholder 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:
Amendment 189 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – point a
Article 3c – point a
(a) the intermediary makes the necessary arrangements for the shareholder or a third person nominated by the shareholdeend investor to be able to exercise themselves the rights;
Amendment 191 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – point b
Article 3c – point b
(b) the intermediary exercises the rights flowing from the shares upon the explicit authorisation and instruction of the shareholdeend investor and for his benefit.
Amendment 193 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – point ba (new)
Article 3c – point ba (new)
(ba) at the request of the issuer, the intermediary shall forward the data of the end investor and, if their client is not the end investor, the data of their client(s) to the issuer.
Amendment 206 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3d – paragraph 2
Article 3d – paragraph 2
2. Member States shall ensure that any charges that may be levied by an intermediary on shareholders, companies and other intermediaries shall be non- discriminatory and proportional. Any differences in the charges levied between domestic and cross-border exercise of rights shall be duly justified.
Amendment 208 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3d – paragraph 2a (new)
Article 3d – paragraph 2a (new)
2a. Member States may provide that intermediaries cannot levy any charges on shareholders and/or companies and/or other intermediaries in respect of fulfilling their obligations under this chapter.
Amendment 211 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Article 3da Support for long-term shareholding Member States may put in place a mechanism in order to promote shareholding on a long-term basis and foster long-term shareholders. Members State may define the qualifying period in order to be considered a long-term shareholder. The mechanism referred to in the first subparagraph may include one or more of the following advantages for long term shareholders: - additional voting rights; - tax incentives; - loyalty dividends; - loyalty shares.
Amendment 299 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 1
Article 9a – paragraph 1 – subparagraph 1
1. Member States shall ensure that shareholders have the right to vote on thecompanies 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 shas been approved by shareholdersreholders 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 for approvalto a vote by the shareholders each time there is a material change to the policy and in any case at least every threfive years.
Amendment 309 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2
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 approvvoted 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 shareholdersis submitted to a vote by the shareholders at the following general meeting.
Amendment 331 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 2
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.
Amendment 359 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 4
Article 9a – paragraph 4
4. Member States shall ensure that after approvalthe 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.
Amendment 374 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point b
Article 9b – paragraph 1 – point b
(b) the relative change of the remuneration of directors over the last three financial years, its relation to the development of the value of the company and to change in the average remuneration of full time employees of the company other than directors;
Amendment 390 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 3
Article 9b – paragraph 3
3. Member States shall ensure thatmay 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 explain in the next remuneration report whether or not and, if so, how, the vote of the shareholders has been taken into account, 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.
Amendment 399 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
1. Member States shall ensure that companies, in case of material 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 inform. 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. This report is produced by an independent third party or the administrationve onr 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 transactionsupervisory body of the company or the audit committee or any committee the majority of which is composed by independent directors, provided that the related parties are prevented from having a role in the preparation of the report.
Amendment 422 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 – subparagraph 1
Article 9c – paragraph 2 – subparagraph 1
2. Member States shall ensure that material transactions with related parties arepresenting more than 5% of the companies’ assets or transactions which can have a significant impact on pr 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 or turnover are submitted to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder,position and provide adequate protection for the interests of shareholders who are not related parties, in particular minority shareholders. Member States may provide thisat 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 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.
Amendment 442 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3
Article 9c – paragraph 3
3. TMember States shall ensure that 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 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 aggrelgated party shall be submitted to a shareholder vote and may only be unconditionally concluded after shareholder approvalfor the purposes of those paragraphs.
Amendment 451 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4
Article 9c – paragraph 4
4. Member States may exclude transactions entered into between the company and one or more members of its group from the requirements in paragraphs 1, 2 and 3, provided that those members of the group are wholly owned by the companyParagraphs 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.
Amendment 460 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4a (new)
Article 9c – paragraph 4a (new)
4a. Member States shall exclude from the requirements in paragraphs 1 and 2: (a) intra-group transactions; (b) clearly defined types of transactions for which national law provides for adequate protection of minority shareholders, provided that the related party is subject to terms not more favourable than those to which other shareholders are subject.
Amendment 468 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4b (new)
Article 9c – paragraph 4b (new)