61 Amendments of Ulla TØRNÆS related to 2014/0121(COD)
Amendment 86 #
Proposal for a directive
Recital 2
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.
Amendment 91 #
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 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 shareholderscourse 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.
Amendment 92 #
Proposal for a directive
Recital 6
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 histheir benefit.
Amendment 95 #
Proposal for a directive
Recital 9
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.
Amendment 104 #
Proposal for a directive
Recital 14
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 guaranteeensure 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.
Amendment 106 #
Proposal for a directive
Recital 15
Recital 15
Amendment 109 #
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, taking into account the differences in board structures applied by companies in the different Member States. __________________ 17Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms OJ L 176, 27.6.2013, p. 338.
Amendment 114 #
Proposal for a directive
Recital 16
Recital 16
Amendment 120 #
Proposal for a directive
Recital 17
Recital 17
Amendment 125 #
Proposal for a directive
Recital 17 a (new)
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.
Amendment 128 #
Proposal for a directive
Recital 18
Recital 18
Amendment 135 #
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 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 Statecourse 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.
Amendment 139 #
Proposal for a directive
Recital 21
Recital 21
Amendment 153 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 1
Article 9a – paragraph 1 – subparagraph 1
1. Member States shallmay take measures to ensure that shareholders have the right to vote on the remuneration policy as regards directors. CIn that case, companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The policy shall be submitted for approval by the shareholders at least every three years.
Amendment 165 #
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: 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 identity and contact details of the shareholdersnformation referred to in points (i) and (ii) shall be transmitted between intermediaries without undue delay.
Amendment 170 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – introductory part
Article 9b – paragraph 1 – introductory part
1. Member States shallmay take measures to ensure that the company draws up a clear and understandable remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, granted to individual directors, including to newly recruited and former directors, in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 173 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
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 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.
Amendment 177 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 3
Article 9b – paragraph 3
3. Member States shall ensure thamay grant 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 shallould identify why the shareholders voted against the report. Furthermore, it should explain in the next remuneration report whether or not and, if so, how, the vote of the shareholders has been taken into account.
Amendment 177 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 5
Article 3a – paragraph 5
Amendment 178 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 4
Article 9b – paragraph 4
Amendment 181 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1
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.
Amendment 182 #
Proposal for a directive
Article 1 – point 3
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:
Amendment 184 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3b – paragraph 5
Article 3b – paragraph 5
Amendment 188 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 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 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 approvals.
Amendment 191 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3 a (new)
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.
Amendment 195 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 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 or joint ventures of the group are wholly or partly owned by the company.
Amendment 197 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 2
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.
Amendment 199 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 2a (new)
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.
Amendment 201 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 3
Article 3c – paragraph 3
Amendment 209 #
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 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.
Amendment 216 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – introductory words
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 shallmay inter alia determine how institutional investors and asset managers conduct allny of the following actions:
Amendment 237 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 2 – introductory words
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 shallmay in particular be developed for all of the following situations:
Amendment 244 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 3
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.
Amendment 276 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 1
Article 3i – paragraph 1
1. Member States shall ensure that proxy advisors adopt and implement adequate measures to guaranteeensure 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.
Amendment 290 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a
Article 9a
Amendment 295 #
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 the remuneration policy as regards directorscompanies draw up a remuneration policy as regards directors and submit it for approval at the general meeting. Companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholdersat the general meeting. The policy shall be submitted for approval by the shareholders at least every three years or in the event of substantial changes.
Amendment 305 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Amendment 322 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 1
Article 9a – paragraph 3 – subparagraph 1
3. The policy shall explain how it contributes to the long-term interests and sustainability of the company without obliging companies to disclose business sensitive information. It shall setgive clear criteriaguidelines on the criteria applicable for the award of fixed and variable remuneration, including all benefits in whatever form.
Amendment 335 #
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 differentmay consist of components of both 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 take that can be awarded. If the remuneration policy allows for variable remuneration, Member States may request that the policy includes limits to the variable part of the total remuneration.
Amendment 343 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 3
Article 9a – paragraph 3 – subparagraph 3
For variable remuneration, the policy shall indicate theclude guidelines on the use of 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 theet guidelines on the use of deferral periods, vesting periods for share-based remuneration and retention of shares after vesting, and information on the possibility of the company to reclaim variable remuneration.
Amendment 348 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 4
Article 9a – paragraph 3 – subparagraph 4
The policy shall indicate the main terms of thegive guidelines on the duration of contracts ofwith directors, including its duration and the applicable notice periods and payments linked to termination of contracts.
Amendment 354 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 3 – subparagraph 5
Article 9a – paragraph 3 – subparagraph 5
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.
Amendment 363 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b
Article 9b
Amendment 364 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – introductory words
Article 9b – paragraph 1 – introductory words
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,directors either at individual level for each director or at an aggregate level for each type of board in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 378 #
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, and 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 387 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 3
Article 9b – paragraph 3
Amendment 402 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1
Article 9c – paragraph 1 – subparagraph 1
1. Member States shall ensure that companies, in case of publicly announce 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 immediately following the approval of the transaction. The announcement shall at least contain information on the nature of the related party relationship, the name of the related party, the amountvalue of the transaction and any other information necessary to assess the financial impartiality of the transaction.
Amendment 406 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1
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.
Amendment 415 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 2
Article 9c – paragraph 1 – subparagraph 2
Member States mayshall provide that companies can request their shareholders tomay exempt themcompanies from the requirement of subparagraph 1 to accompany the announcement of the transaction with a related party by a report from an independent third party in case of clearly defined types of recurrent transactions with an identified related party in a period of not longer than 12 months after granting the exemption. Where the related party transactions involve a shareholder, this shareholder shallmay be excluded from the vote on the advance exemption.
Amendment 421 #
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
Amendment 425 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
2007/36/EC
Article 9c – paragraph 2 – subparagraph 1
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 approvals.
Amendment 432 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36
Article 9c – paragraph 2 – subparagraph 2
Article 9c – paragraph 2 – subparagraph 2
Amendment 439 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 3
Article 9c – paragraph 3
Amendment 447 #
Proposal for a directive
Article 1 – point 4
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.
Amendment 452 #
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 company.
Amendment 455 #
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 excludeThe 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.
Amendment 462 #
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 ensure that paragraph 1 does not apply to transactions made in the ordinary course of business on market terms and transactions between the company and its subsidiaries when national law provides for adequate protection of the interests of minority shareholders.
Amendment 474 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive 2007/36/EC
Chapter IIa – title
Chapter IIa – title
Amendment 475 #
Proposal for a directive
Article 1 – point 5
Article 1 – point 5
Directive 2007/36/EC
Article 14a
Article 14a
Amendment 481 #
Proposal for a directive
Article 2 – paragraph -1 d (new)
Article 2 – paragraph -1 d (new)
Directive 2013/34/EU
Article 18 a (new)
Article 18 a (new)
Amendment 485 #
Proposal for a directive
Article 2 – point a
Article 2 – point a
Directive 2013/34/EC
Article 20 – paragraph 1 – point h
Article 20 – paragraph 1 – point h