European Union (Shareholdersâ Rights) Regulations 2020.
Statutory Instruments
Source: Statutory Instruments

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paragraphs: (1) These Regulations may be cited as the European Union (Shareholders’ Rights) Regulations 2020.
(2) These Regulations shall be read as one with the Companies Act 2014 (No. 38 of 2014).
(3) These Regulations shall come into operation on 30 March 2020.
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paragraphs: In these Regulations, “Principal Act” means the Companies Act 2014 .
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paragraphs: Section 1000 of the Principal Act is amended, in subsection (1) -
(a) by the substitution of the following definition for the definition of “regulated market”:
“ ‘regulated market’ has the meaning given to it by point (21) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)2 ;”,
and
(b) by the insertion of the following definition:
“ ‘Shareholders’ Rights Directive’ means Directive (EU) 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies3 , as amended by -
(a) Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No. 1093/2010 and (EU) No. 648/2012, of the European Parliament and of the Council4 , and
(b) 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 engagement1 ;”.
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paragraphs: Section 1092 of the Principal Act is amended -
(a) in subsection (1), by the substitution of “Subject to subsection (4), each” for “Each”,
(b) in subsection (2), by the substitution of “Subject to section 1110M, the remuneration of” for “The remuneration of”, and
(c) by the insertion of the following subsection:
“(4) Where Chapter 8C applies to a PLC, nothing in this section shall be read as disapplying, or allowing a PLC to disapply, a requirement under that Chapter.”.
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paragraphs: Section 1099 of the Principal Act is amended -
(a) by the substitution of the following subsection for subsection (1):
“(1) Sections 1100 to 1110 have effect in relation to -
(a) a notice of a general meeting given by a traded PLC, and
(b) otherwise in relation to a general meeting of a traded PLC.”,
(b) in subsection (3), by the insertion of “and Chapters 8A, 8B, 8C and 8D” after “1100 to 1110”, and
(c) by the insertion of the following subsection:
“(4) In this section, and sections 1100 to 1110, ‘traded PLC’ means a PLC -
(a) whose shares are admitted to trading on a regulated market in any Member State, and
(b) that is neither -
(i) an undertaking for collective investment in transferrable securities within the meaning of Article 1(2) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)5 , nor
(ii) a collective investment undertaking within the meaning of point (a) of Article 4(1) of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/20106 .”.
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paragraphs: The Principal Act is amended by the insertion of the following section after section 1102:
“1102A. In its application to a traded PLC, section 325(1) shall apply as if the following paragraph were inserted after paragraph (e):
‘(f) a remuneration report in accordance with section 1110N;’.”.
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paragraphs: Part 17 of the Principal Act is amended by the insertion of the following Chapters after Chapter 8:
1110A. (1) In this Chapter -
‘General Data Protection Regulation’ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)7 ;
‘intermediary’ means a person, whether situated in a Member State or elsewhere, that provides services, in relation to a traded PLC, of safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons, and includes -
(a) an investment firm as defined in Regulation 3 of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017),
(b) a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/20128 , and
(c) a central securities depository as defined in point (1) of Article 2(1) of Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No. 236/20129 ;
‘personal data’ has the meaning assigned to it in the General Data Protection Regulation;
‘traded PLC’ has the meaning assigned to it by section 1099(4).
(2) A word or expression that is used in this Chapter and is also used in the Shareholders’ Rights Directive has, unless the context otherwise requires, the same meaning in this Chapter as it has in that Directive.
(3) This Chapter shall be read in conjunction with any applicable provision of European Union law adopted by the European Commission as an implementing act in accordance with the Shareholders’ Rights Directive, including Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights10 .
(4) This section shall come into operation on 3 September 2020.
1110B. (1) (a) A traded PLC, or its nominee referred to in paragraph (c), may request, from an intermediary that provides services with respect to the shares of the traded PLC -
(i) information regarding shareholder identity that relates to shares held in that traded PLC, and
(ii) the details of the next intermediary, if any, in the chain of intermediaries.
(b) A requester may state, in a request, that the information to which the request relates is to be provided to the requester by the intermediary from whom it is requested.
(c) A traded PLC may nominate a third party to make a request on its behalf.
(d) In this section, ‘request’ means a request under paragraph (a), and ‘requester’ means the person making the request.
(2) (a) An intermediary that receives a request and is in possession or control of the information to which that request relates shall, as soon as practicable, provide the requester with that information.
(b) An intermediary that receives a request and is not in possession or control of the information to which that request relates shall, as soon as practicable -
(i) inform the requester that it is not in possession or control of the information,
(ii) where the intermediary is part of a chain of intermediaries, transmit the request to each other intermediary in the chain known to the first-mentioned intermediary as being part of the chain, and
(iii) provide the requester with the details of each intermediary, if any, to which the request has been transmitted under subparagraph (ii).
(3) (a) (i) Subparagraph (ii) applies to an intermediary that -
(I) receives a request transmitted to it under subsection (2)(b), and
(II) is in possession or control of the information to which that request relates.
(ii) An intermediary to which this subparagraph applies, shall, as soon as practicable, provide the information to which the request relates -
(I) where the requester has made a statement under subsection (1)(b), to the intermediary that transmitted the request in accordance with subsection (2)(b), or
(II) where a requester has not made a statement under subsection (1)(b), to the requester.
(b) An intermediary that receives information under subparagraph (a)(ii)(I) shall, as soon as practicable, provide the information to the requester.
(4) Subject to subsection (5), the personal data of shareholders may be processed by a requester, traded PLC or intermediary under this section, in so far as it is necessary to -
(a) enable a traded PLC to -
(i) identify its existing shareholders in accordance with this section, or
(ii) communicate with the shareholders directly, or
(b) facilitate the exercise of shareholder rights and shareholder engagement with the traded PLC.
(5) Without prejudice to any longer storage period laid down by European Union law, and subject to subsection (6), where a requester or intermediary receives or otherwise processes the personal data of a person who is a shareholder in accordance with this section, that personal data shall not be so processed for longer than 12 months after the requester or intermediary, as the case may be, has become aware that the person concerned has ceased to be a shareholder.
(6) Subject to compliance with the Data Protection Acts 1988 to 2018 and the General Data Protection Regulation, a traded PLC or intermediary may process the personal data of shareholders in so far as doing so is necessary for any of the following purposes:
(a) carrying out, or facilitating the carrying out of, an investigation into suspected or alleged offences in relation to the traded PLC;
(b) engaging in or facilitating litigation relating to the shareholder or shareholders to whom the personal data relates;
(c) maintaining records of, and otherwise dealing with, unclaimed dividend entitlements;
(d) disposing of, or otherwise dealing with, shares of untraced shareholders;
(e) dealing with queries from former or current shareholders relating to their shares, including queries regarding historic transactions;
(f) adducing evidence of transactions, changes in ownership or dispositions of shares having taken place;
(g) compliance with applicable accounting, regulatory or tax requirements;
(h) compliance with any direction, instruction or other request from a regulatory or supervisory body;
(i) compliance with any provision of this Act.
(7) An intermediary that discloses information regarding the identity of a shareholder in accordance with this section shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.
(8) This section shall come into operation on 3 September 2020.
1110C.(1) Subject to subsection (3), where a shareholder in a traded PLC requires information in order to exercise rights attaching to the shareholder’s shares, the traded PLC shall, as soon as practicable after becoming aware of that requirement, provide an intermediary that provides services in relation to that shareholder’s shares with -
(a) that information, or
(b) where the information is available on the traded PLC’s website, a notice indicating where on the website the information can be found.
(2) (a) Subject to paragraph (b) and subsection (3), an intermediary (in this subsection referred to as a ‘relevant intermediary’) who is provided with the relevant information shall, as soon as practicable, transmit the relevant information to the shareholder to whom it relates.
(b) Where a relevant intermediary cannot transmit the relevant information directly to the shareholder to whom it relates, and the relevant intermediary is part of a chain of intermediaries, the relevant intermediary shall, as soon as practicable, transmit the relevant information to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.
(c) An intermediary to whom relevant information is transmitted under paragraph (b) and who can transmit the relevant information directly to the shareholder to whom it relates shall, as soon as practicable, transmit the information directly to that shareholder.
(3) Where a traded PLC transmits relevant information directly to the shareholder to whom it relates, subsections (1) and (2) shall not apply in so far as that information is concerned.
(4) (a) Subject to paragraphs (b) and (c), where a shareholder in a traded PLC has given to an intermediary (in this subsection referred to as a ‘relevant intermediary’) an instruction relating to the exercise of rights attaching to the shareholder’s shares (in this subsection referred to as the ‘relevant instruction’), the intermediary shall, as soon as practicable and in accordance with the relevant instruction, transmit the information to which the relevant instruction relates to the traded PLC.
(b) Where the relevant intermediary cannot transmit the information to which the relevant instruction relates directly to the traded PLC in accordance with the relevant instruction, and the intermediary is part of a chain of intermediaries, the relevant intermediary shall, as soon as practicable, transmit the relevant instruction to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.
(c) An intermediary to whom the relevant instruction is transmitted under paragraph (b), and who can transmit the information to which the relevant instruction relates directly to the traded PLC, shall, as soon as practicable and in accordance with the relevant instruction, transmit that information directly to the traded PLC.
(5) A shareholder in a traded PLC may nominate a third party to be the person to receive information or notifications under this section on the shareholder’s behalf and, accordingly, references in this section to ‘shareholder’ shall be construed as including any such third party.
(6) In this section, ‘relevant information’ means, as appropriate, the information referred to in paragraph (a), or the notice referred to in paragraph (b), of subsection (1).
(7) This section shall come into operation on 3 September 2020.
1110D. (1) Where an intermediary provides services to a shareholder in relation to shares, the intermediary shall facilitate the exercise of the shareholder’s rights by -
(a) making the necessary arrangements for the shareholder to exercise the rights attaching to the shareholder’s shares, or
(b) exercising the rights attaching to the shareholder’s shares upon the explicit authorisation and instruction of the shareholder, and for the shareholder’s benefit.
(2) When votes in a general meeting of a traded PLC are cast electronically, the traded PLC shall send, as soon as practicable, to each person who has cast such a vote, an electronic confirmation of receipt of the vote.
(3) (a) Subject to paragraph (b), where a shareholder’s vote has been validly recorded and counted at a general meeting of a traded PLC, the traded PLC shall, upon request by the shareholder, provide the shareholder with a confirmation that the vote has been validly recorded and counted.
(b) Paragraph (a) shall not apply where information on whether or not a vote cast at a general meeting has been validly recorded and counted by the traded PLC is otherwise available to the person casting the vote or to the person on whose behalf the vote was cast, as the case may be.
(4) Subject to subsection (5), where an intermediary receives a confirmation under subsection (2) or (3), the intermediary shall, as soon as practicable, transmit the confirmation to the shareholder to whom the confirmation relates.
(5) (a) Subject to paragraph (b), an intermediary (in this subsection referred to as a ‘relevant intermediary’) who is provided with a confirmation under subsection (2) or (3) (in this subsection referred to as the ‘relevant confirmation’), shall, as soon as practicable, transmit the relevant confirmation to the shareholder to whom it relates.
(b) Where -
(i) it is not possible for the relevant intermediary to transmit the relevant confirmation directly to the shareholder to whom it relates, and
(ii) the relevant intermediary is part of a chain of intermediaries,
the relevant intermediary shall, as soon as practicable, transmit the relevant confirmation to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.
(c) An intermediary to whom a relevant confirmation is transmitted under paragraph (b) and who can transmit the relevant confirmation directly to the shareholder to whom it relates shall, as soon as practicable, transmit the relevant confirmation directly to that shareholder.
(6) A shareholder in a traded PLC may nominate a third party to exercise rights, make requests, receive confirmations and carry out any other functions under this section on the shareholder’s behalf, and, accordingly, references in this section to ‘shareholder’ shall be construed as including any such third party.
(7) This section shall come into operation on 3 September 2020.
1110E. (1) Where an intermediary charges a fee for providing a service under this Chapter, the intermediary shall publicly disclose the fee charged for such service.
(2) Subject to subsection (3), where an intermediary charges a shareholder, traded PLC or intermediary a fee for providing a service under this Chapter, the first-mentioned intermediary shall not charge a different fee for providing the service on a cross-border basis than the fee it charges for providing that service in the State.
(3) An intermediary may charge a different fee for providing a service on a cross-border basis than the fee it charges for providing the service in the State where the difference between the fees charged -
(a) is duly justified, and
(b) reflects the difference between -
(i) the actual costs incurred by the intermediary in providing the service on a cross-border basis, and
(ii) the actual costs incurred by the intermediary in providing the service in the State.
1110F. (1) In this Chapter -
‘engagement activity’ means any activity, action, plan or document that is carried out or made for the purpose of giving effect to an engagement policy;
‘relevant asset manager’ means an asset manager -
(a) that invests in shares traded on a regulated market on behalf of investors, and
(b) in respect of which the competent Member State, within the meaning of Article 1(2)(a) of the Shareholders’ Rights Directive, is the State;
‘relevant institutional investor’ means an institutional investor -
(a) that invests, whether directly or through an asset manager, in shares traded on a regulated market, and
(b) in respect of which the competent Member State, within the meaning of Article 1(2)(a) of the Shareholders’ Rights Directive, is the State.
(2) A word or expression that is used in this Chapter and is also used in the Shareholders’ Rights Directive has, unless the context otherwise requires, the same meaning in this Chapter as it has in that Directive.
1110G. (1) Subject to subsection (2), a relevant institutional investor shall develop and publicly disclose an engagement policy in accordance with this section.
(2) Where a relevant institutional investor does not develop and publicly disclose an engagement policy in accordance with this section, the relevant institutional investor shall publicly disclose a clear and reasoned explanation for its failure to do so.
(3) The engagement policy developed under subsection (1) shall describe how the relevant institutional investor -
(a) integrates shareholder engagement in its investment strategy,
(b) monitors investee companies on relevant matters, including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance,
(c) conducts dialogues with investee companies,
(d) exercises voting rights and other rights attached to shares,
(e) cooperates with other shareholders,
(f) communicates with relevant stakeholders of the investee companies, and
(g) manages actual and potential conflicts of interest in relation to its engagement.
(4) Subject to subsections (5) and (6), a relevant institutional investor that has developed an engagement policy in accordance with this section shall, on an annual basis, publicly disclose how its engagement policy has been implemented, in a manner that includes -
(a) a general description of voting behaviour,
(b) an explanation of the most significant votes taken,
(c) information on the use, if any, of the services of proxy advisors, and
(d) information on how it has cast votes in the general meetings of companies in which it holds shares.
(5) A disclosure under subsection (4) may exclude information regarding votes that are insignificant due to the subject matter of the vote or the size of the holding in the company in question.
(6) Where a relevant institutional investor does not, in a given year, publicly disclose how its engagement policy has been implemented in accordance with subsection (4), the relevant institutional investor shall publicly disclose a clear and reasoned explanation for its failure to do so.
(7) (a) Rules that apply to a relevant institutional investor regarding conflicts of interest shall also apply to a relevant institutional investor regarding the engagement activities.
(b) For the purposes of paragraph (a), rules that apply to a relevant institutional investor regarding conflicts of interest include the following:
(i) Article 14 of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/20106 ;
(ii) Articles 12(1)(b) and 14(1)(d) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)5 , and the relevant implementing rules and technical standards under that Directive;
(iii) Article 23 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)2 .
(8) Where an asset manager implements an engagement policy on behalf of a relevant institutional investor, and such implementation involves the casting of a vote by that asset manager on behalf of the relevant institutional investor, the relevant institutional investor shall publicly disclose where the asset manager has published information regarding the casting of that vote.
(9) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant institutional investor that is subject to the requirement.
1110H. (1) Subject to subsection (2), a relevant asset manager shall develop and publicly disclose an engagement policy in accordance with this section.
(2) A relevant asset manager who does not develop and publicly disclose an engagement policy in accordance with this section shall publicly disclose a clear and reasoned explanation for its failure to do so.
(3) The engagement policy developed under subsection (1) shall describe how the relevant asset manager -
(a) integrates shareholder engagement in its investment strategy,
(b) monitors investee companies on relevant matters, including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance,
(c) conducts dialogues with investee companies,
(d) exercises voting rights and other rights attached to shares,
(e) cooperates with other shareholders,
(f) communicates with relevant stakeholders of the investee companies, and
(g) manages actual and potential conflicts of interest in relation to its engagement.
(4) Subject to subsections (5) and (6), a relevant asset manager that has developed an engagement policy in accordance with this section shall, on an annual basis, publicly disclose how its engagement policy has been implemented, in a manner that includes -
(a) a general description of voting behaviour,
(b) an explanation of the most significant votes taken,
(c) information on the use, if any, of the services of proxy advisors, and
(d) information on how it has cast votes in the general meetings of companies in which it holds shares.
(5) A disclosure under subsection (4) may exclude information regarding votes that are insignificant due to the subject matter of the vote or the size of the holding in the company in question.
(6) Where a relevant asset manager does not, in a given year, publicly disclose how its engagement policy has been implemented in accordance with subsection (4), the relevant asset manager shall publicly disclose a clear and reasoned explanation for its failure to do so.
(7) (a) Rules that apply to a relevant asset manager regarding conflicts of interest shall also apply to a relevant asset manager regarding the engagement activities.
(b) For the purposes of paragraph (a), rules that apply to a relevant asset manager regarding conflicts of interest include the following:
(i) Article 14 of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/20106 ;
(ii) Article 12(1)(b) and 14(1)(d) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)5 , and the relevant implementing rules and technical standards under that Directive;
(iii) Article 23 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)2 .
(8) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant asset manager that is subject to the requirement.
1110I. (1) A relevant institutional investor shall publicly disclose how the main elements of its equity investment strategy are consistent with the profile and duration of its liabilities, in particular its long-term liabilities, and such disclosure shall include how those elements contribute to the medium to long-term performance of its assets.
(2) Where an asset manager invests on behalf of a relevant institutional investor, whether on a discretionary client-by-client basis or through a collective investment undertaking, the relevant institutional investor shall publicly disclose the following information regarding its arrangement with the asset manager:
(a) how that arrangement incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the relevant institutional investor, in particular long-term liabilities;
(b) how that arrangement incentivises the asset manager to -
(i) make investment decisions based on assessments about the medium to long-term financial and non-financial performance of the investee company, and
(ii) engage with investee companies in order to improve their performance in the medium to long term;
(c) how the method and time horizon of the evaluation of the asset manager’s performance and the remuneration for asset management services -
(i) are in line with the profile and duration of the liabilities of the relevant institutional investor, in particular the long-term liabilities, and
(ii) take absolute long-term performance into account;
(d) how the relevant institutional investor monitors portfolio turnover costs incurred by the asset manager and how it defines and monitors a targeted portfolio turnover or turnover range;
(e) the duration of the arrangement with the asset manager.
(3) Where the public disclosure under subsection (2) does not contain all of the elements specified in paragraphs (a) to (e) of that subsection, the relevant institutional investor shall publicly disclose a clear and reasoned explanation as to why such elements are not included.
(4) A requirement in this section to publicly disclose any matter shall be read as a requirement to -
(a) make the matter available free of charge on the website of the person that is subject to the requirement, and
(b) update the matter on an annual basis, unless there is no material change to the matter since it was last updated.
(5) An institutional investor that is regulated by Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast)11 may include the information referred to in subsections (1) and (2) in its report on solvency and financial condition under Chapter 3 of Part 4 of the European Union (Insurance and Reinsurance) Regulations 2015 ( S.I. No. 485 of 2015 ).
1110J. (1) Subject to subsection (4), where an asset manager that is a relevant asset manager has entered into an arrangement referred to in section 1110I(2), with an institutional investor, to invest on the institutional investor’s behalf, the relevant asset manager shall disclose, on an annual basis and complying with subsections (2) and (3), to the institutional investor how its investment strategy and implementation thereof -
(a) complies with that arrangement, and
(b) contributes to the medium to long-term performance of the assets of the institutional investor or of a fund managed by the institutional investor.
(2) The disclosure referred to in subsection (1) shall include reporting on -
(a) the key material medium to long-term risks associated with the investments,
(b) portfolio composition,
(c) turnover and turnover costs,
(d) the use of proxy advisors for the purpose of engagement activities, and
(e) the asset manager’s policy on securities lending and how it is applied to engagement activities, if applicable, particularly at the time of the general meeting of the investee companies.
(3) The disclosure referred to in subsection (1) shall also include information on -
(a) whether and, if so, how the relevant asset manager makes investments decisions based on its evaluation of medium to long-term performance of the investee company, including non-financial performance, and
(b) whether and, if so, which conflicts of interest have arisen in connection with engagement activities and how the asset manager has dealt with them.
(4) Where the information to be disclosed in accordance with subsections (1) to (3) is publicly available, the relevant asset manager shall not be required to provide that information to the institutional investor directly.
1110K. (1) Where a relevant proxy advisor applies a code of conduct, it shall publicly disclose, on an annual basis -
(a) a reference to the code of conduct, and
(b) a report on its application of the code of conduct.
(2) Where a relevant proxy advisor does not apply a code of conduct, the relevant proxy advisor shall, on an annual basis, publicly disclose a clear and reasoned explanation for its failure to do so.
(3) Where a relevant proxy advisor applies a code of conduct but departs from it, the relevant proxy advisor shall publicly disclose, on an annual basis -
(a) the ways in which the code of conduct was departed from,
(b) an explanation for the departure from the code of conduct, and
(c) any alternative measures adopted by the relevant proxy advisor.
(4) (a) Subject to paragraph (c), a relevant proxy advisor shall publicly disclose the following information in relation to the preparation of its research, advice and voting recommendations:
(i) the essential features of the methodologies and models applied;
(ii) the main information sources used;
(iii) the procedures put in place to ensure the quality of the research, advice and voting recommendations and qualifications of the staff involved;
(iv) whether and, if so, how the relevant proxy advisor took national market, legal, regulatory and company-specific conditions into account;
(v) the essential features of the voting policies applied for each market;
(vi) whether the relevant proxy advisor has dialogues with the companies, and the stakeholders of the companies, which are the object of the relevant proxy advisor’s research, advice or voting recommendations and the extent and nature of those dialogues;
(vii) the policy regarding the prevention and management of potential conflicts of interest.
(b) The information specified in this subsection shall be made publicly available throughout a period of at least 3 years from the date of publication.
(c) Where the information specified in this subsection forms part of a public disclosure under subsections (1) to (3), the relevant proxy advisor may elect not to disclose that information separately under this subsection.
(5) A relevant proxy advisor shall identify and, as soon as practicable, disclose to its clients -
(a) any actual or potential conflicts of interest or business relationships that may influence the preparation of the relevant proxy advisor’s research, advice or voting recommendations, and
(b) the actions the relevant proxy advisor has undertaken to eliminate, mitigate or manage the actual or potential conflicts of interest.
(6) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant proxy advisor that is subject to the requirement.
(7) In this section, ‘relevant proxy advisor’ means a proxy advisor -
(a) that provides services to shareholders with respect to shares that are admitted to trading on a regulated market in any Member State, and
(b) in respect of which the competent Member State, within the meaning of Article 1(2)(b) of the Shareholders’ Rights Directive, is the State.