29 Amendments of József SZÁJER related to 2014/0121(COD)
Amendment 111 #
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 122 #
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 report how the vote of the shareholders has been taken into account.
Amendment 134 #
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 shouldving 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 latest 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 certainMember 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 146 #
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) 'assets' means the total asset value presented on the company's consolidated balance sheet prepared in accordance with international financial reporting standards.
Amendment 149 #
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;, nominated by shareholders of the company in accordance with national law. However, Member States may extend the definition of director in order to comply with their existing national regulation.
Amendment 297 #
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 directors. companies 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 306 #
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
Amendment 324 #
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 339 #
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
Amendment 340 #
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
Amendment 344 #
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 349 #
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 356 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 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 366 #
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, accordance with national law in the last financial year. It shall, where applicable, contain all of the following elements:
Amendment 381 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9 b – paragraph 1 – point b
Article 9 b – 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 388 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
3. Member States shallmay ensure that shareholders have the right to vote on the remuneration report of the past financial year during the annual general meeting. Where the shareholders vote against the remuneration report the company shall explain in the next remuneration report whether or not and, if so, how, the vote of the shareholders has been taken into account.
Amendment 403 #
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 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 containthe latest at the time of the conclusion of the transaction. The announcement shall contain at least information on the nature of the related party relationship, the name of the related party, the amountdate and the value of the transaction and any other information necessary to assess the transaction.
Amendment 413 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 1 – subparagraph 1a (new)
Article 9c – paragraph 1 – subparagraph 1a (new)
Member States may provide that the announcement to be 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 parties, in particular minority shareholders and explaining the assumptions it is based upon together with the methods used. This report shall be produced by: (a) an independent third party or; (a) the administrative or the supervisory body or the company or; (b) the audit committee or any committee the majority of which is composed of independent directors; provided that the related parties and the persons related to them are excluded from the preparation of the report.
Amendment 416 #
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 tocan exempt them 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 426 #
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, 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 of shareholder approvalposition and provide adequate protection for the interests of shareholders who are not related parties, in particular minority shareholders. Where the related party transaction involves a director or a shareholder, the director or shareholder and the persons related to them shall be excluded from the vote.
Amendment 436 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 a (new)
Article 9c – paragraph 2 a (new)
2a. Paragraphs 1, 1a and 2 shall not apply to transactions entered into in the ordinary course of business and concluded on normal market terms, provided that the administrative or supervisory body of the company assesses whether these conditions are fulfilled. The related parties and the persons related to them shall be excluded from this assessment.
Amendment 440 #
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 453 #
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 from the requirements in paragraphs 1, 1a and 2 transactions entered into between the company and oits subsidiaries provided that they are wholly owned 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.that no other related party of the company has an interest in the subsidiary or that national law provides for adequate protection of the interests of shareholders who are not related parties, in particular minority shareholders in such transactions;
Amendment 463 #
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 the interests of the shareholders of the company who are not related parties, in particular minority shareholders are adequately protected in the case of transactions concluded between the related party of the company and that company's subsidiaries.
Amendment 469 #
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)
4b. For the purposes of this Article material transactions with related parties shall be defined by Member States taking into account: (a) the influence that the information about the transaction may have on the economic decisions of shareholders of the company; (b) the risk that the transaction creates for the company and its minority shareholders. When defining material transactions, Member States shall set one or more quantitative ratios based on the impact of the transaction on the revenues, assets, capitalisation or turnover of the company or take into account the nature of the transaction and the position of the related party. Member States may adopt materiality definitions for the application of paragraphs 1 and 1a that are different from those for the application of paragraph 2 and may differentiate the definitions according to the company size.
Amendment 471 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4c (new)
Article 9c – paragraph 4c (new)
4c. Member States shall ensure that transactions with the same related party that have been concluded in any 12 month period or in the same financial year and have not been subject to the obligations listed in paragraphs 1, 1a or 2 are aggregated for the purposes of those paragraphs.
Amendment 472 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 4d (new)
Article 9c – paragraph 4d (new)
Amendment 484 #
Proposal for a directive
Article 2 – point a
Article 2 – point a
Directive 2013/34/EU
Article 20 – paragraph 1 – point h
Article 20 – paragraph 1 – point h
Amendment 490 #
Proposal for a directive
Article 3 – paragraph 1 – subparagraph 1
Article 3 – paragraph 1 – subparagraph 1
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by [1824 months after entry into force] at the latest. They shall forthwith communicate to the Commission the text of those provisions.