[ParlTrack]

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 2

(2) The financial crisis has revealed that shareholders in many cases supported managers' excessive short-term risk taking. Moreover, there is clear evidence that the current level of ‘monitoring’ of investee companies and engagement by institutional investors and asset managers is inadequate, which may lead to suboptimal corporate governance and performance of listed companies.

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 6

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

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 9

(9) Institutional investors and asset managers are important shareholders of listed companies in the Union and therefore can play an important role in the corporate governance of these companies, but also more generally with regard to the strategy and long-term performance of these companies. However, the experience of the last years has shown that institutional investors and asset managers often do not engage with companies in which they hold shares and evidence shows that capital markets exert pressure on companies to perform in the short term, which may lead to a suboptimal level of investments, for example in research and development to the detriment to long-term performance of both the companies and the investor.

2015/02/06
Committee: JURI

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

Proposal for a directive
Recital 14

(14) In order to improve the information in the equity investment chain Member States should ensure that proxy advisors adopt and implement adequate measures to ~~guarantee~~ensure to the best of their ability that their voting recommendations are accurate and reliable, based on a thorough analysis of all the information that is available to them and are not affected by any existing or potential conflict of interest or business relationship. They should disclose certain key information related to the preparation of their voting recommendations and any actual or potential conflict of interest or business relationships that may influence the preparation of the voting recommendations.

2015/02/06
Committee: JURI

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

Proposal for a directive
Recital 15

(15) Since remuneration is one of the key instruments for companies to align their interests and those of their directors and in view of the crucial role of directors in companies, it is important that the remuneration policy of companies is determined in an appropriate manner. Without prejudice to the provisions on remuneration of Directive 2013/36/EU of the European Parliament and of the Council17 listed companies and their shareholders should have the possibility to define the remuneration policy of the directors of their company. __________________ 17Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms OJ L 176, 27.6.2013, p. 338..deleted

2015/02/06
Committee: JURI

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

Proposal for a directive
Recital 16

(16) In order to ensure that shareholders have an effective say on the remuneration policy, they should be granted the right to approve the remuneration policy, on the basis of a clear, understandable and comprehensive overview of the company's remuneration policy, which should be aligned with the business strategy, objectives, values and long-term interests of the company and should incorporate measures to avoid conflicts of interest. Companies should only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders. The approved remuneration policy should be publicly disclosed without delay.deleted

2015/02/06
Committee: JURI

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

Proposal for a directive
Recital 17

(17) To ensure that the implementation of the remuneration policy is in line with the approved policy, shareholders should be granted the right to vote on the company’s remuneration report. In order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year. Where the shareholders vote against the remuneration report, the company should explain in the next remuneration report how the vote of the shareholders has been taken into account.deleted

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 17 a (new)

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

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS

Proposal for a directive
Recital 18

(18) In order to provide shareholders easy access to all relevant corporate governance information the remuneration report should be part of the corporate governance statement that listed companies should publish in accordance with article 20 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 201318 . __________________ 18Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19)deleted

2015/02/06
Committee: JURI

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

Proposal for a directive
Recital 19

(19) Transactions with related parties may cause prejudice to companies and their shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders’' interests are of importance. For this reason Member States should ensure that related party transactions representing more than 5 % of the companies’' assets or transactions ~~which can have a significant impact on profits or turnover~~ should be submitted either to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder, this shareholder should be excluded from that vote. The company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction or to the approval of an administrative body of the company such as independent directors assessing whether the transaction is fair and reasonable from the perspective of the company and consequently its shareholders. For transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction~~, and accompany the announcement by a report from an independent third p~~. Transactions entered into in the ordinarty ~~assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholders. Member State~~course of business or concluded on market terms or market equivalent terms should be ~~allowed to~~ exclude td. Transactions entered into between the company and its wholly or partly owned subsidiaries or joint ventures should also be excluded. Member States should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets, and to request from shareholders an advance exemption from the obligation to produce an independent third party report foran independent administrative body for certain clearly defined types of recurrent transactions above 15 percent of the assets~~, under certain conditions, in order to facilitate the conclusion of such transactions by companies~~.

2015/02/06
Committee: JURI

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

Proposal for a directive
Recital 21

(21) In order to ensure uniform conditions for the implementation of the provisions on shareholder identification, transmission of information, facilitation of the exercise of shareholder rights and the remuneration report, implementing powers should be conferred on the Commission. Those powers should be exercised in accordance with Regulation (EU) No 182/2011 of the European Parliament and of the Council20 __________________ 20Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers ( OJ L 55, 28.2.2011, p. 13).deleted

2015/02/06
Committee: JURI

Cecilia WIKSTRÖM, Nils TORVALDS, Ulla TØRNÆS