Legal provisions of COM(2006)909 - Amendment of Directive 2004/109/EC relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market as regards the implementing powers conferred on the Commission

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dossier COM(2006)909 - Amendment of Directive 2004/109/EC relating to the harmonisation of transparency requirements in relation to information ...
document COM(2006)909 EN
date March 11, 2008

Contents

Article 1 - Amendments

Directive 2004/109/EC is hereby amended as follows:

1.Article 2(3) shall be replaced by the following:

‘3.   In order to take account of technical developments on financial markets and to ensure the uniform application of paragraph 1, the Commission shall, in accordance with the procedures referred to in Article 27(2) and (2a), adopt implementing measures concerning the definitions set out in paragraph 1.

The Commission shall, in particular:

(a)establish, for the purposes of paragraph 1(i)(ii), the procedural arrangements in accordance with which an issuer may make the choice of the home Member State;

(b)adjust, where appropriate for the purposes of the choice of the home Member State referred to in paragraph 1(i)(ii), the three-year period in relation to the issuer’s track record in the light of any new requirement under Community law concerning admission to trading on a regulated market; and

(c)establish, for the purposes of paragraph 1(l), an indicative list of means which are not to be considered as electronic means, thereby taking into account Annex V to Directive 98/34/EC of the European Parliament and of the Council of 22 June 1998 laying down a procedure for the provision of information in the field of technical standards and regulations and of rules on Information Society services (7) in accordance with the regulatory procedure referred to in Article 27(2).

The measures referred to in points (a) and (b) of the second subparagraph, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).

2.Article 5(6) shall be amended as follows:

(a)in the first subparagraph, the words ‘, in accordance with the procedure referred to in Article 27(2),’ shall be deleted;

(b)the third subparagraph shall be replaced by the following:

‘The measures referred to in point (a) shall be adopted in accordance with the regulatory procedure referred to in Article 27(2). The measures referred to in points (b) and (c), designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).

Where appropriate, the Commission may also adapt the five-year period referred to in paragraph 1. That measure, designed to amend non-essential elements of this Directive, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

3.Article 9(7) shall be replaced by the following:

‘7.   The Commission shall adopt implementing measures in order to take account of technical developments on financial markets and to ensure the uniform application of paragraphs 2, 4 and 5. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).

The Commission shall specify the maximum length of the ‘short settlement cycle’ referred to in paragraph 4 of this Article, as well as the appropriate control mechanisms by the competent authority of the home Member State. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).

In addition, the Commission may draw up a list of the events referred to in paragraph 2 of this Article, in accordance with the regulatory procedure referred to in Article 27(2).’;

4.Article 12(8) shall be amended as follows:

(a)the words ‘, in accordance with the procedure referred to in Article 27(2),’ shall be deleted;

(b)the following subparagraph shall be added:

‘Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

5.Article 13(2) shall be amended as follows:

(a)the words ‘, in accordance with the procedure referred to in Article 27(2),’ shall be deleted;

(b)the following subparagraph shall be added:

‘Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

6.Articles 14(2), 17(4) and 18(5) shall each be amended as follows:

(a)the words ‘, in accordance with the procedure referred to in Article 27(2),’ shall be deleted;

(b)the following sentence shall be added:

‘Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

7.Article 19(4) shall be amended as follows:

(a)in the first subparagraph, the words ‘, in accordance with the procedure referred to in Article 27(2),’ shall be deleted;

(b)the following subparagraph shall be added:

‘The measures referred to in the first and second subparagraphs, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

8.Article 21(4) shall be amended as follows:

(a)in the first subparagraph, the words ‘in accordance with the procedure referred to in Article 27(2)’ shall be deleted;

(b)the following subparagraph shall be added:

‘The measures referred to in the first, second and third subparagraphs, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

9.Article 23 shall be amended as follows:

(a)paragraph 4 shall be amended as follows:

(i)the following subparagraph shall be inserted after the first subparagraph:

‘In the context of point (ii) of the first subparagraph, the Commission shall also adopt implementing measures concerning the assessment of standards relevant to the issuers of more than one country. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

(ii)the following subparagraph shall be added:

‘In the context of the previous subparagraph, the Commission shall also adopt implementing measures aimed at establishing general equivalence criteria regarding accounting standards relevant to issuers of more than one country. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

(b)paragraph 5 shall be amended as follows:

(i)the words ‘, in accordance with the procedure referred to in Article 27(2),’ shall be deleted;

(ii)the following sentence shall be added:

‘Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

(c)in paragraph 7, the following subparagraph shall be added:

‘The Commission shall also adopt implementing measures aimed at establishing general equivalence criteria for the purpose of the first subparagraph. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 27(2a).’;

10.Article 27 shall be amended as follows:

(a)the following paragraph shall be inserted:

‘2a.   Where reference is made to this paragraph, Article 5a(1) to (4) and Article 7 of Decision 1999/468/EC shall apply, having regard to the provisions of Article 8 thereof.’;

(b)paragraphs 3 and 4 shall be replaced by the following:

‘3.   By 31 December 2010, and, thereafter, at least every three years, the Commission shall review the provisions concerning its implementing powers and present a report to the European Parliament and to the Council on the functioning of those powers. The report shall examine, in particular, the need for the Commission to propose amendments to this Directive in order to ensure the appropriate scope of the implementing powers conferred on the Commission. The conclusion as to whether or not amendment is necessary shall be accompanied by a detailed statement of reasons. If necessary, the report shall be accompanied by a legislative proposal to amend the provisions conferring implementing powers on the Commission’.

Article 2 - Entry into force

This Directive shall enter into force on the day following its publication in the Official Journal of the European Union.

Article 3 - Addressees

This Directive is addressed to the Member States.