72 Amendments of Giovanni TOTI
Amendment 5 #
2014/2256(INI)
Motion for a resolution
Citation 1
Citation 1
– having regard to Articles 4, 26, 34, 114, 118 and 11867 of the Treaty on the Functioning of the European Union (TFEU),
Amendment 12 #
2014/2256(INI)
Motion for a resolution
Citation 2
Citation 2
– having regard to Articles 11, 13, 14, 16, 17, 22 and 52 of the Charter of Fundamental Rights of the European Union,
Amendment 16 #
2014/2256(INI)
Motion for a resolution
Citation 4
Citation 4
– having regard to the Berne Convention for the Protection of Literary and Artistic Works, and expressly to the Three Steps Test,
Amendment 18 #
2014/2256(INI)
Motion for a resolution
Citation 5 a (new)
Citation 5 a (new)
– having regard to the UNESCO Convention on the Protection and Promotion of the Diversity of Cultural Expressions of the 20th October 2005,
Amendment 27 #
2014/2256(INI)
Motion for a resolution
Citation 9
Citation 9
Amendment 37 #
2014/2256(INI)
Motion for a resolution
Citation 17 a (new)
Citation 17 a (new)
- having regard to the Green Paper of the Commission on the online distribution of audiovisual works in the European Union: opportunities and challenges towards a digital single market (COM(2011)427)),
Amendment 40 #
2014/2256(INI)
Motion for a resolution
Citation 17 b (new)
Citation 17 b (new)
- having regard to its resolution of 11 September 2012 on the online distribution of audiovisual works in the European Union (2011/2313(INI)),
Amendment 55 #
2014/2256(INI)
Motion for a resolution
Recital A
Recital A
A. whereas the European legal framework for copyright and related rights is central to the promotion of creativity and innovation, cultural diversity, economic growth and to access to knowledge and information;
Amendment 65 #
2014/2256(INI)
Motion for a resolution
Recital B
Recital B
B. whereas Directive 2001/29/EC on the harmonisation of certain aspects of copyright and related rights in the information society was aimed at adapting legislation on copyright and related rights to reflect technological developments, while providing for a high level of protection of intellectual property to foster investment in creativity and innovation and creative developments, and to safeguard employment and encourage job creation;
Amendment 100 #
2014/2256(INI)
Motion for a resolution
Recital D
Recital D
Amendment 111 #
2014/2256(INI)
Motion for a resolution
Recital E
Recital E
Amendment 118 #
2014/2256(INI)
Motion for a resolution
Recital E a (new)
Recital E a (new)
Ea. Whereas measures that contribute to the further development of cultural interchange and improve legal certainty in the sector need to be considered;
Amendment 124 #
2014/2256(INI)
Motion for a resolution
Recital E b (new)
Recital E b (new)
Eb. whereas the Directive 2011/77/EU of the European Parliament and of the Council of 27 September 2011 and the Directive 2006/116/EC of 12 December 2006 on the term of protection of copyright and certain related rights harmonised the terms of protection of copyright and neighbouring rights by establishing a complete harmonisation of the period of protection for each type of work and each related right in the Member States;
Amendment 147 #
2014/2256(INI)
Motion for a resolution
Paragraph 1
Paragraph 1
1. Welcomes the Commission’s initiative of conducting a consultation on copyright, which attracted great interest from civil society with more than 9 500 replies, 58.7 % of which came from end users11 all relevant stakeholders; __________________ 11 Commission, DG MARKT, Report on the responses to the Public Consultation on the Review of the EU Copyright Rules, July 2014, p. 5.
Amendment 163 #
2014/2256(INI)
Motion for a resolution
Paragraph 2 a (new)
Paragraph 2 a (new)
2a. Emphasizes that any reform of the copyright framework needs to find the right balance between user access and fair remuneration for creators and other rightholders and should take as a basis a high level of protection, and develop an evidence-based approach taking into consideration the interest of small and medium-sized enterprises, since rights are crucial to intellectual creation and provide a stable, clear and flexible legal base that fosters investment and growth in the creative and cultural sector, whilst removing legal uncertainties and inconsistencies that adversely affect the functioning of the internal market to the prejudice of consumers and rightholders;
Amendment 214 #
2014/2256(INI)
Motion for a resolution
Paragraph 4
Paragraph 4
Amendment 243 #
2014/2256(INI)
Motion for a resolution
Paragraph 5
Paragraph 5
Amendment 256 #
2014/2256(INI)
Motion for a resolution
Paragraph 6
Paragraph 6
Amendment 271 #
2014/2256(INI)
Motion for a resolution
Paragraph 7
Paragraph 7
Amendment 297 #
2014/2256(INI)
Motion for a resolution
Paragraph 9
Paragraph 9
9. Notes that technological changes have led to renewed interest in exceptions and limitations, especially their role in the digital environment should be enjoyed without any unequal treatment as compared withand considers that the rights enjoyed by the creators of work in the digital world should be identical to those enjoyed in the analogue world, subject to the exceptions and limitations set out. Recognises that further analysis of the exceptions and limitations is sought so as to consider how thoese granted in the analogue worldcan serve the public in the digital age;
Amendment 317 #
2014/2256(INI)
Motion for a resolution
Paragraph 10
Paragraph 10
10. Views with concern the increasing impact of differences among Member States in the implementation of exceptions, which creates legal uncertainty and has direct negative effects onNotes the importance of European cultural diversity, which provides opportunities rather than obstacles to the Single Market, and notes that the possible differences in the implementation of exceptions may be handled on a case-by- case basis and market driven solutions , to avoid legal uncertainty and to protect the functioning of the digital single market, in view of the development of cross-border activities;
Amendment 343 #
2014/2256(INI)
Motion for a resolution
Paragraph 11
Paragraph 11
11. Calls on the Commission to make mandatoryensure the proper implementation of all the exceptions and limitations referred to in Directive 2001/29/EC, to allowand to provide all necessary information to promote an equal access to cultural diversity across borders within the internal market and to improve legal certainty, while ensuring respect for the principle of subsidiarity, cultural diversity and evidence of clear cross-border impact;
Amendment 361 #
2014/2256(INI)
Motion for a resolution
Paragraph 12
Paragraph 12
12. Notes with interest the development of new forms of use of works on digital networks, in particular transformative uses, and stresses that these should be subject to the same level of copyright protection while keeping the best balance between an efficient protection that provides for a proper remuneration for creators and the objective of the public interest for access to cultural goods and knowledge;
Amendment 375 #
2014/2256(INI)
Motion for a resolution
Paragraph 13
Paragraph 13
13. CRecalls for the adoption of an open norm introducing flexibility in the interpretation of exceptions and limitations in certain special cases that dothat the exceptions and limitations should not conflict with the normal exploitation of the work and do not unreasonably prejudice the legitimate interests of the author or rightholder, while keeping the interpretation of exceptions and limitations on the level of Member States to permit the adaptation of the copyright system to different national circumstances and social needs;
Amendment 392 #
2014/2256(INI)
Motion for a resolution
Paragraph 14
Paragraph 14
14. Urges the European legislator to ensure the technological neutrality and future- compatibility of exceptions and limitations by taking due account of the effects of media convergence; considers, in particular, that the exception for quotation should expressly include audio- visual quotations in its swhile serving the public interest by fostering incentives to create, finance and distribute new works and to make those works available to the public in new, innovative and compelling ways;
Amendment 407 #
2014/2256(INI)
Motion for a resolution
Paragraph 15
Paragraph 15
15. StressNotes that the ability to freely link from one resource to another is one of the fundamental building blocks of the internet; calls on the EU legislator to make it clear that reference to works by means of a hyperlink is not subject to exclusive rights, as it does not consist in a communication to a new public12 ; __________________ 12 Order of the Court of Justice of 21 October 2014 in Case C-348/13, BestWater International GmbH v Michael Mebes and Stefan Potsch (request for a preliminary ruling from Germany’s Bundesge and underlines that any further legislation must accurately reflect the existing definitions and principles set in the European case law stating that when the hyperlink allows the recipients to circumvent the restrictions on access to the protected work so that can access the protected work which was otherwise unavailable to them, then this constitutes a communication to a new public and it is subject to exclusive ricghtshof).. __________________ 12
Amendment 422 #
2014/2256(INI)
Motion for a resolution
Paragraph 16
Paragraph 16
16. Calls onInvites the EU legislator to ensurrecognise that the use of photographs, video footage or other images of works which are permanently located in public places is permitted; shall considered to be in the public domain, where that use is for a non-commercial purpose or scale.
Amendment 439 #
2014/2256(INI)
Motion for a resolution
Paragraph 17
Paragraph 17
17. Emphasises that the existing limitation on the exception for caricature, parody and pastiche should apply regardless of the purposemust be kept to strike a fair balance between the interests and rights of the creators and original characters and the freedom of expression of the user of a protected work who is relying ofn the parodic use; exception for parody, and to avoid uncontrolled abuse12 a ; __________________ 12 a Order of the Court of Justice of 3 September 2014 in Case C-201/13 (J. Deckmyn)
Amendment 443 #
2014/2256(INI)
Motion for a resolution
Paragraph 18
Paragraph 18
18. StreInvites the Commission to assess the need to enable automated analytical techniques for text and data (e.g. ‘text and data mining’) for all purposeswhether data analysis activities could be covered by the exception for scientific research contained in Article 5.3.a) of the current Directive, which provides for an exception to the right of reproduction (Article 2) when the protected work is used, and whether it enables automated analytical techniques for text and data, provided that permission to read the work has been acquired;
Amendment 469 #
2014/2256(INI)
Motion for a resolution
Paragraph 19
Paragraph 19
19. Calls for a broad exception for research and education purposes, which should cover not only educational establishments but any kind oflso educational or research activity, including non-formal educationies linked to an educational establishment or institution recognised by national authorities or legislation or within the purview of an educational programme;
Amendment 478 #
2014/2256(INI)
Motion for a resolution
Paragraph 20
Paragraph 20
20. Calls for the adoption of a mandatory exception allowing libraries to lend books to the public in digital formats, irrespective of the place of accesRecognizes the importance of libraries for access to knowledge and encourages the rightholders to identify appropriate market-based solutions to enable libraries to realise their potential in the digital environment while respecting the interests of all stakeholders included consumers;
Amendment 495 #
2014/2256(INI)
Motion for a resolution
Paragraph 21
Paragraph 21
21. Calls on the EU legislator to preclude Member States from introducing statutory licences for thInvites the Commission to analyse the necessity of measures, if any, to be implemented by Member States so as to provide compensation tof rightholders for the harm caused by acts made permissible by an exception while they should ensure that rightholders receive fair compensation and that the exceptions or limitations do not conflict with a normal exploitation of the work or subject-matter and do not unreasonably prejudice the legitimate interests of the rightholder;
Amendment 517 #
2014/2256(INI)
Motion for a resolution
Paragraph 22
Paragraph 22
22. Calls for Notes that further adoption of harmonised criteria for defining the harm caused tonalysis is necessary on the viability of measures to the fair compensation of rightholders in respect of reproductions made by a natural persons for private use, and for harmonised transparency measures as regards the private copying levies put in place in some Member States13 ; __________________ 13 As stated in António Vitorino’s recommendations of 31 January 2013 resulting from the latest mediation process conducted by the Commission in respect of private copying and reprography levies.in particular in regard to more transparency and better optimalisation for the existing measures as digital levies to safeguard rightholder and consumer rights;
Amendment 548 #
2014/2256(INI)
Motion for a resolution
Paragraph 24
Paragraph 24
Amendment 199 #
2014/0402(COD)
Proposal for a directive
Article 4 – paragraph 2 – point c
Article 4 – paragraph 2 – point c
Amendment 212 #
2014/0402(COD)
Proposal for a directive
Article 4 – paragraph 2 – point d
Article 4 – paragraph 2 – point d
Amendment 216 #
2014/0402(COD)
Proposal for a directive
Article 4 – paragraph 2 – point e
Article 4 – paragraph 2 – point e
Amendment 291 #
2014/0402(COD)
Proposal for a directive
Article 9 – paragraph 2
Article 9 – paragraph 2
Amendment 298 #
2014/0402(COD)
Proposal for a directive
Article 10 – paragraph 1
Article 10 – paragraph 1
1. Member States shall ensure that where the application is granted, the competent judicial authorities shave, in respect of the measures referred to in Article 9, the authority to require the applicant to provide evidence that may reasonably be considered available in order to satisfy themselves that a tradll be required to assess the proportionality of the decision taking into account the specret exists, that the applicant is the legitimate trade secret holder and that the trade secret has been acquired unlawfully, that the trade secret is being unlawfully used or disclosed, or that an unlawful acquisition, use or disclosure of the trade secret is imminenific circumstances of the case, such as the value of the trade secret and the measures taken to protect it.
Amendment 320 #
2014/0402(COD)
Proposal for a directive
Article 12 – paragraph 3 – subparagraph 1 – introductory part
Article 12 – paragraph 3 – subparagraph 1 – introductory part
Member States shallmay provide that, at the request of the person liable to be subject to the measures provided for in Article 11, the competent judicial authority may order pecuniary compensation to be paid to the injured party instead of applying those measures if all the following conditions are met:
Amendment 110 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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 #
2014/0121(COD)
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)
Amendment 164 #
2013/0402(COD)
Proposal for a directive
Article 4 – paragraph 1 – point d
Article 4 – paragraph 1 – point d