Activities of Axel VOSS related to 2014/0121(COD)
Legal basis opinions (0)
Amendments (52)
Amendment 90 #
Proposal for a directive
Recital 4
Recital 4
(4) In order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders, listed companies should have the possibility to have their shareholders identified and directly communicate with them. Therefore, this Directive should provide for a framework to ensure that shareholders can be identified, while taking account of existing national systems.
Amendment 93 #
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 he would like to exercise these rights himself or wants to nominate a third person to do so. When the shareholder does not want to exercise the rights himself and has nominated the intermediary, who is voluntarily offering to exercise shareholder rights by proxy, as a third person, the latter should be obliged to exercise these rights upon the explicit authorisation and instruction of the shareholder and for his benefit.
Amendment 99 #
Proposal for a directive
Recital 11
Recital 11
(11) Therefore, institutional investors and asset managers should develop a policy on shareholder engagement, which determines, amongst others, how they integrate share and cooperation, based on substantial exchanges. Such cooperation shoulder engagement in relate, inter alia, to their investment strategy, to the monitoring of investee companies, conductto the dialogues with investee companies and to the exercise of their voting rights. Such engagement policy should include policies to manage actual or potential conflicts of interests, such as the provision of financial services by the institutional investor or asset manager, or companies affiliated to them, to the investee company. This policy, its implementation and the results thereof should be publicly disclosed on an annual basis. Where institutional investors or asset managers decide not to develop an engagement policy and/or decide not to disclose the implementation and results thereof, they shall give a clear and reasoned explanation as to why this is the case.
Amendment 101 #
Proposal for a directive
Recital 12
Recital 12
(12) IRegulated institutional investors should annually disclose to the publicreport to the relevant supervisory body on how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. Non-regulated investors should disclose this to the public. Where they make use of asset managers, either through discretionary mandates involving the management of assets on an individual basis or through pooled funds, they should report on, or disclose to the public, the main elements of the arrangement with the asset manager with regard to a number of issues, such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor, whether it incentivises the asset manager to make investment decisions based on medium to long-term company performance and to engage with companies, how it evaluates the asset managers performance, the structure of the consideration for the asset management services and the targeted portfolio turnover. This would contribute to a proper alignment of interests between the final beneficiaries of institutional investors, the asset managers and the investee companies and potentially to the development of longer-term investment strategies and longer-term relationships with investee companies involving shareholder engagement.
Amendment 119 #
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 approveMember States should be able to grant them the right to an advisory or binding vote on 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.
Amendment 124 #
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 grantedMember States should be able to grant shareholders 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 individualor still due to 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 136 #
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 shouldbe allowed to provide that significant transactions with related parties are to be submitted to a vote by the shareholders in a general meeting. Where the related party transaction involves a shareholder or board member, this shareholder or board member should be excluded from that vote. As an alternative to approval by shareholders, there should be the option of approval by the administrative or supervisory body. 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 assetsurthermore, companies should publicly announce suchignificant transactions at the time of the conclusion of the transactionwith related parties as soon as reasons of confidentiality no longer apply, and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming thator the administrative or supervisory body assessing whether the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholderscompany. 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 certain clearly defined types of recurrentsubsidiaries and vice versa as well as transactions above 5 percbetweent 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, in order to facilitate the conclusion of such transactions by companiesne or more members of its group.
Amendment 159 #
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 have their shareholders identified, taking account of existing national systems.
Amendment 167 #
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 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 necessary contact details of the shareholders shall be transmitted between intermediaries without undue delay.
Amendment 175 #
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 necessary 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 124 months after receiving itmoval from the share register.
Amendment 178 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2007/36/EC
Article 3a – paragraph 5
Article 3a – paragraph 5
Amendment 181 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3b – paragraph 1
Article 3b – paragraph 1
1. Member States shall ensure that if a company chooses not toannot directly communicate with its shareholders, the information related to their shares shall be 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 185 #
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 190 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – point b
Article 3c – point b
Amendment 195 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3c – paragraph 2
Article 3c – paragraph 2
Amendment 202 #
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 204 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3d – paragraph 1
Article 3d – paragraph 1
1. Member States shall allow intermediaries to charge prices or fees forthe costs of the service to be provided by the companies under this chapter. Intermediaries shall publicly disclose prices, fees and any other charges separately for each service referred to in this chapter.
Amendment 218 #
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 ensure that regulated institutional investors and asset managers develop a policy on shareholder engagement (“engagement policy”) This engagement policy shall determine how institutional investors and asset mnot covered by the scope of Directives 2009/138/EC, 2013/36/EU, 2003/41/EC or 2011/61/EU cooperate with shareholders, on the basis of substantial exchanagers conduct all of the following actionss. This cooperation shall be put into practice in:
Amendment 220 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
(a) to integrate shareholder engagement in their investment strategy;
Amendment 223 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point b
Article 3f – paragraph 1 – point b
(b) tohe monitoring of investee companies, including on their non-financial performance;
Amendment 225 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point c
Article 3f – paragraph 1 – point c
(c) to conduct dialogues with investee companies' stakeholders;
Amendment 228 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point d
Article 3f – paragraph 1 – point d
(d) tohe exercise of voting rights;
Amendment 230 #
Proposal for a directive
Article 1 - point 3
Article 1 - point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point e
Article 3f – paragraph 1 – point e
(e) tohe use of services provided by proxy advisors;
Amendment 232 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3f – paragraph 1 – point f
Article 3f – paragraph 1 – point f
(f) to cooperateion with other shareholders.
Amendment 251 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 1
Article 3g – paragraph 1
1. Member States shall ensure that regulated institutional investors disclose to the publicreport to the relevant supervisory authority how their equity investment strategy (“investment strategy”) is aligned with the profile and duration of their liabilities and how it contributes to the medium to long- term performance of their assets. Non- regulated institutional investors shall disclose this information to the public. The information referred to in the first sentence shall at least be available on the company's website as long as it is applicable.
Amendment 253 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 introductory words
Article 3g – paragraph 2 introductory words
2. Where an asset manager invests on behalf of an institutional investor, either on a discretionary client-by-client basis or through a collective investment undertaking, the institutional investor shall annually disclose to the public, and the regulated institutional investor to the relevant supervisory authority, the main elements of the arrangement with the asset manager with regard to the following issues:
Amendment 261 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3g – paragraph 2 – subparagraph – point d
Article 3g – paragraph 2 – subparagraph – point d
Amendment 278 #
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 anmake recommendations on the exercise of voting rights available to shareholders in good timplement adequate measures to guarantee that their voting recommendations are accurate and reliable,e. Advisors shall be guided by the interests of the shareholder and shall ensure that they are not influenced by their own interests. Proxy advisors shall point out that they will exercise their voting rights in accordance with their own proposals if shareholders do not issue different instructions in time. Member States shall ensure that proxy advisors adopt adequate measures to guarantee accurate and reliable voting recommendations that are based on a thorough analysis of all the information that is available to them.
Amendment 280 #
Proposal for a directive
Article 1 – point 3
Article 1 – point 3
Directive 2007/36/EC
Article 3i – paragraph 2 – subparagraph 1 – point a
Article 3i – paragraph 2 – subparagraph 1 – point a
(a) the essential features of the methodologies and models they apply, provided this does not involve the disclosure of trade secrets;
Amendment 302 #
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 tocompanies introduce a remuneration policy as regards directors. Member States shall also ensure that shareholders can hold an advisory or binding vote on theis remuneration policy as regards directors. Companies shall only pay remuneration to their directors in accordance with athis remuneration policy that has been approved by shareholders. The policy shall be submitted for approval by the shareholders at least every three yea. Changes in the remuneration policy shall be submitted to an advisory or binding vote by shareholders.
Amendment 314 #
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 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 approved policy, where the remuneration package of the individual director has received prior approvaremuneration policy. The exception to the remuneration policy shall bye shareholders on the basis of information on thubmitted to an advisory or binding vote matters referred to in paragraph 3. The remuneration may be awarded provisionally pending approval by the shareholders the next general meeting.
Amendment 317 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2a (new)
Article 9a – paragraph 1 – subparagraph 2a (new)
Where Member States provide for a binding vote by shareholders and the changes to the remuneration policy are rejected, the company shall pursue the remuneration policy applied hitherto.
Amendment 318 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 1 – subparagraph 2b (new)
Article 9a – paragraph 1 – subparagraph 2b (new)
Member States may provide that companies are not bound by the result of the vote on the remuneration policy. In this case, where the shareholders vote against the remuneration policy, the administrative or supervisory body shall consider whether a revised remuneration policy that takes account of shareholders’ objections can be submitted to shareholders at the next general meeting.
Amendment 320 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9a – paragraph 2
Article 9a – paragraph 2
2. Member States shall ensure that tThe policy ishall be clear, understandable, and in line with the business strategy, objectives, values and long-term interests of the company and tshat itll incorporates measures to avoid conflicts of interest.
Amendment 327 #
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. It shall set clear criteria for the awardlay down the essential components of fixed and variable remuneration, including all benefits in whatever formwithout disclosing sensitive information whose publication could be detrimental to the company.
Amendment 341 #
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 353 #
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
Amendment 361 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
4. Member States shall ensure that after approvaln advisory or binding 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. Or. de (In line with the amendment to Article 9a(1), first subparagraph)
Amendment 370 #
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 comprehensiven overview of the remuneration, including all benefits in whatever form, granted to individual directors, including to newly recruited and former directors,directors in the last financial year or still due to them. It shall, where applicable, contain all of the following elements:
Amendment 382 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point c
Article 9b – paragraph 1 – point c
(c) any remuneration received by or still due to directors of the company from any undertaking belonging to the same group; Or. de (Based on the amendment to Article 9b(1))
Amendment 383 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 1 – point d
Article 9b – paragraph 1 – point d
(d) the number of shares and share options granted or offered, and the main conditions for the exercise of the rights including the exercise price and date and any change thereof;
Amendment 391 #
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 ensurmay provide that shareholders hare given the right to hold an advisory or binding 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 396 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9b – paragraph 4
Article 9b – paragraph 4
Amendment 398 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2007/36/EC
Article 9c
Article 9c
Amendment 410 #
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 significant transactions with related parties that represent more than 1% of their assets, publicly announce such transactions at the time of the conclusis soon as reasons 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 thaconfidentiality no longer apply. The announcement shall be accompanied by a report from an independent third party or the administrative or supervisory body assessing whether or not the transaction is fair and reasonable from the perspective of the shareholders, including minority shareholderscompany. 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 and the main information necessary to assess the transaction.
Amendment 414 #
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
Amendment 429 #
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 significant transactions with related parties arepresenting more than 5% of the companies’ assets or transactions which can have a significant imp submitted to a vote by the shareholders in a general meeting. Alternatively, approval by the administrative or supervisory body, that shall take account of the special nature of the transaction, may take the placte on profits or turnover are submitted to a vote byf approval by the shareholders. In this case, the transactions shall be discussed with the shareholders in athe next general meeting. Where the related party transaction involves a shareholder, this shareholdermember of the administrative or supervisory body, this member of the administrative or supervisory body shall be excluded from that votedecision on approval. 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 approval.
Amendment 434 #
Proposal for a directive
Article 1 – point 4
Article 1 – point 4
Directive 2007/36/EC
Article 9c – paragraph 2 – subparagraph 2
Article 9c – paragraph 2 – subparagraph 2
Amendment 441 #
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 458 #
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 the following transactions from the requirements in paragraphs 1, 2 and 3: (a) transactions carried out in the ordinary course of business on market terms; (b) transactions entered into between the company and subsidiary companies and vice versa or between one or more members of its group from , on condition that no other requirements in paragraphs 1, 2 and 3, provided thatlated parties have a substantial interest in the subsidiary company or those members of the group are wholly owned by the company, or on condition that national law provides adequate protection for minority shareholders.
Amendment 464 #
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 may provide that paragraphs 1 to 4 of Article 9c shall not apply where the Member State’s existing legal provisions provide adequate protection for minority shareholders by other means.
Amendment 470 #
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, the Member States shall establish a definition of ‘significant transactions with related parties’ that shall include: - one or more quantitative thresholds based on criteria such as market capitalisation and assets or turnover and capable of taking account of the type of transaction with related parties. Member States may establish different thresholds to determine whether transactions are significant for the purposes of applying paragraphs 1, 2 and 3 and may differentiate the thresholds according to the size of the company. Member States may also lay down other criteria such as the type of transaction or the position of the related party.