Directive 2017/828 - Amendment of Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement - Main contents
Please note
This page contains a limited version of this dossier in the EU Monitor.
Contents
official title
Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement| Legal instrument | Directive |
|---|---|
| Number legal act | Directive 2017/828 |
| Original proposal | COM(2014)213  |
| CELEX number i | 32017L0828 |
| Document | 17-05-2017; Date of signature |
|---|---|
| Publication in Official Journal | 20-05-2017; OJ L 132 p. 1-25 |
| Signature | 17-05-2017 |
| Effect | 09-06-2017; Entry into force Date pub. +20 See Art 3 |
| End of validity | 31-12-9999 |
| Transposition | 10-06-2019; See Art 2 |
20.5.2017 |
EN |
Official Journal of the European Union |
L 132/1 |
DIRECTIVE (EU) 2017/828 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 17 May 2017
amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Articles 50 and 114 thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Economic and Social Committee (1),
Acting in accordance with the ordinary legislative procedure (2),
Whereas:
(1) |
Directive 2007/36/EC of the European Parliament and of the Council (3) establishes requirements in relation to the exercise of certain shareholder rights attached to voting shares in relation to general meetings of companies which have their registered office in a Member State and the shares of which are admitted to trading on a regulated market situated or operating within a Member State. |
(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 often inadequate and focuses too much on short-term returns, which may lead to suboptimal corporate governance and performance. |
(3) |
In its communication of 12 December 2012 entitled ‘Action Plan: European company law and corporate governance — a modern legal framework for more engaged shareholders and sustainable companies’, the Commission announced a number of actions in the area of corporate governance, in particular to encourage long-term shareholder engagement and to enhance transparency between companies and investors. |
(4) |
Shares of listed companies are often held through complex chains of intermediaries which render the exercise of shareholder rights more difficult and may act as an obstacle to shareholder engagement. Companies are often unable to identify their shareholders. The identification of shareholders is a prerequisite to direct communication between the shareholders and the company and therefore essential to facilitating the exercise of shareholder rights and shareholder engagement. This is particularly relevant in cross-border situations and when using electronic means. Listed companies should therefore have the right to identify their shareholders in order to be able to communicate with them directly. Intermediaries should be required, upon the request of the company, to communicate to the company the information regarding shareholder identity. However, Member States should be allowed to exclude from the identification requirement shareholders holding only a small number of shares. |
(5) |
In order to achieve that objective, a certain level of information on shareholder identity needs to be transmitted to the company. That information should include at least the name and contact details of the shareholder and, where the shareholder is a legal person, its registration number or, if no registration number is available, a unique identifier, such as the Legal Entity Identifier (LEI code), and the number of shares held by the shareholder as well as, if requested by the company, the categories or classes of shares held and the date of their acquisition. The transmission of less information would be insufficient to allow the company to identify its shareholders in order to communicate with them. |
(6) |
Under this Directive, the personal data of shareholders should be processed to enable the company to identify its existing shareholders in... |
More
This text has been adopted from EUR-Lex.
This dossier is compiled each night drawing from aforementioned sources through automated processes. We have invested a great deal in optimising the programming underlying these processes. However, we cannot guarantee the sources we draw our information from nor the resulting dossier are without fault.
This page is also available in a full version containing the legal context, de Europese rechtsgrond, other dossiers related to the dossier at hand, the related cases of the European Court of Justice and finally consultations relevant to the dossier at hand.
The full version is available for registered users of the EU Monitor by ANP and PDC Informatie Architectuur.
The EU Monitor enables its users to keep track of the European process of lawmaking, focusing on the relevant dossiers. It automatically signals developments in your chosen topics of interest. Apologies to unregistered users, we can no longer add new users.This service will discontinue in the near future.