### member states shall establish the necessary mechanisms to assess the appropriateness of the measures referred to in paragraphs 2 and 3 taken by video - sharing platform providers . member states shall entrust this task to the authorities designated in accordance with article 30 . ### member states , in cooperation with the commission and erga , shall facilitate the development of a union code of conduct which shall include guidelines on the terms and conditions applicable to the removal of content referred to in points and of paragraph 1 of this article , in accordance with union law and the charter of fundamental rights . member states shall establish the necessary mechanisms to assess the appropriateness of the measures referred to in paragraphs 2 and 3 of this article taken by video - sharing platform providers in particular concerning freedom of expression and information . member states shall entrust this task to the authorities designated in accordance with article 30 .


### member states shall encourage co - regulation and self - regulation through codes of conduct adopted at national level in the fields coordinated by this directive to the extent permitted by their legal systems . those codes shall be such that they are broadly accepted by the main stakeholders in the member states concerned . the codes of conduct shall clearly and unambiguously set out their objectives . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective enforcement , including when appropriate effective and proportionate sanctions . ### the european commission shall encourage and facilitate co - regulation and self - regulation through codes of conduct in the fields coordinated by this directive to the extent permitted by national legal systems . those codes shall be such that they are broadly accepted by the main stakeholders concerned . the codes of conduct shall clearly and unambiguously set out their objectives . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective and transparent enforcement , including when appropriate effective and proportionate sanctions are applied .


### there are new challenges , in particular in connection with video - sharing platforms , on which users - particularly minors - increasingly consume audiovisual content . in this context , harmful content and hate speech stored on video - sharing platforms have increasingly given rise to concern . it is necessary , in order to protect minors from harmful content and all citizens from content containing incitement to violence or hatred , to set out proportionate rules on those matters . ### there are new challenges , in particular in connection with video - sharing platforms , on which users - particularly minors - increasingly consume audiovisual content . illegal , harmful , racist and xenophobic content and hate speech hosted on video - sharing platforms , have increasingly given rise to concern . in addition , the decision to remove such content , being often dependent on a subjective interpretation , can undermine the freedom of expression and information . in this context , it is necessary , in order to protect minors from harmful content and all citizens from content containing incitement to violence or hatred hosted on video - sharing platforms , but also to protect and guarantee the fundamental rights of users , to set out common and proportionate rules on those matters . such rules should , in particular , further define at union level the characteristics of ' harmful content ' and ' incitement to violence and hatred ' , taking into account the intention and effect of such content . self - regulatory and co - regulatory measures implemented or approved by member states or by the commission should fully respect the obligations of the charter of fundamental rights of the european union , in particular article 52 thereof . national regulatory bodies or authorities should retain effective enforcement powers .


### establishing and operating age verification systems for users of video - sharing platforms with respect to content which may impair the physical , mental or moral development of minors ; ### establishing and operating efficient age verification systems for users of video - sharing platforms with respect to content which may impair the physical or mental development of minors . such systems shall not lead to any additional processing of personal data and shall be without prejudice to article 8 of regulation 2016 / 679 ;


### this directive is without prejudice to the ability of member states to impose obligations to ensure discoverability and accessibility of content of general interest under defined general interest objectives such as media pluralism , freedom of speech and cultural diversity . such obligations should only be imposed where they are necessary to meet general interest objectives clearly defined by member states in conformity with union law . in this respect , member states should in particular examine the need for regulatory intervention against the results of the outcome of market forces . where member states decide to impose discoverability rules , they should only impose proportionate obligations on undertakings , in the interest of legitimate public policy considerations . ### this directive is without prejudice to the ability of member states to take measures to ensure non - discriminatory discoverability and access to content of general interest under defined general interest objectives such as media pluralism , freedom of speech and cultural diversity . such obligations should only be introduced where they are necessary and proportionate to meet general interest objectives clearly defined by member states in conformity with union law . in this respect , member states should in particular examine the need for regulatory intervention against the results of the outcome of market forces . where member states decide to introduce discoverability rules , they should only take proportionate measures with regard to undertakings , in the interest of legitimate public policy considerations .


### establishing and operating mechanisms for users of video - sharing platforms to report or flag to the video - sharing platform provider concerned the content referred to in paragraph 1 stored on its platform ; ### establishing and operating transparent and user - friendly mechanisms for users of video - sharing platforms to report or flag to the video - sharing platform provider concerned the content referred to in paragraph 1 hosted on its platform ;


### media service providers to whom the provisions of paragraph 3 are not applicable shall be deemed to be under the jurisdiction of a member state in the following cases : they use a satellite up - link situated in that member state ; although they do not use a satellite up - link situated in that member state , they use satellite capacity appertaining to that member state . ### in article 2 , paragraph 4 is amended as follows : 4 . media service providers to whom the provisions of paragraph 3 are not applicable shall be deemed to be under the jurisdiction of a member state in the following cases : they use a satellite up - link situated in that member state ; or they use satellite capacity appertaining to that member state .


### there are new challenges , in particular in connection with video - sharing platforms , on which users - particularly minors - increasingly consume audiovisual content . in this context , harmful content and hate speech stored on video - sharing platforms have increasingly given rise to concern . it is necessary , in order to protect minors from harmful content and all citizens from content containing incitement to violence or hatred , to set out proportionate rules on those matters . ### there are new challenges , in particular in connection with video - sharing platforms , on which users - particularly minors - increasingly consume audiovisual content . in this context , illegal content hosted by video - sharing platforms has increasingly given rise to concern . it is necessary to set out proportionate rules in order to protect citizens from illegal content and illegal activities , including arbitrary content removals without effective revenues for redress , without prejudice to articles 14 and 15 of the directive 2000 / 31 / ec of the european parliament and of the council 33a . __________________ 33a directive 2000 / 31 / ec of the european parliament and of the council of 8 june 2000 on certain legal aspects of information society services , in particular electronic commerce , in the internal market .


### media service providers to whom the provisions of paragraph 3 are not applicable shall be deemed to be under the jurisdiction of a member state in the following cases : they use a satellite up - link situated in that member state ; although they do not use a satellite up - link situated in that member state , they use satellite capacity appertaining to that member state . ### in article 2 , paragraph 4 is amended as follows : 4 . media service providers to whom the provisions of paragraph 3 are not applicable shall be deemed to be under the jurisdiction of a member state in the following cases : they use a satellite capacity appertaining to that member state ; although they do not use a satellite capacity appertaining to a member state , they use a satellite up - link situated in that member state .


### defining and applying in the terms and conditions of the video - sharing platform providers the concepts of incitement to violence or hatred as referred to in point of paragraph 1 and of content which may impair the physical , mental or moral development of minors , in accordance with articles 6 and 12 respectively ; ### defining and applying in the terms and conditions of the video - sharing platform providers the concepts of incitement to violence or hatred , of illegal content , and of content which may impair the physical , mental or moral development of minors , in accordance with articles 6 and 12 respectively ;


### in article 5 , point is replaced by the following : the member state having jurisdiction over the media service providers and the competent regulatory authorities or supervisory bodies . ; ### article 5 is deleted ;


### for the purposes of the implementation of the measures referred to in paragraphs 1 and 2 , member states shall encourage co - regulation as provided for in article 4 . ### for the purposes of the implementation of the measures referred to in paragraphs 1 and 2 , member states shall encourage self - regulation .


### establishing jurisdiction requires an assessment of factual situations against the criteria laid down in directive 2010 / 13 / eu . the assessment of such factual situations might lead to conflicting results . in the application of the cooperation procedures provided for in articles 3 and 4 of directive 2010 / 13 / eu , it is important that the commission can base its findings on reliable facts . the european regulators group for audiovisual media services should therefore be empowered to provide opinions on jurisdiction upon the commission ' s request . ### establishing jurisdiction requires an assessment of factual situations against the criteria laid down in directive 2010 / 13 / eu . the assessment of such factual situations might lead to conflicting results . in the application of the cooperation procedures provided for in articles 3 and 4 of directive 2010 / 13 / eu , it is important that the commission can base its findings on reliable facts . the commission should be able to ask the european regulators group for audiovisual media services , which is to be composed of national independent regulatory authorities in the field of audiovisual media services , to provide non - binding opinions on jurisdiction in order to facilitate coordination with the law of the member states .


### sponsorship represents an important means of financing audiovisual media services or programmes while promoting a legal or physical person ' s name , trade mark , image , activities or products . as such , for sponsorship to constitute a valuable form of advertising technique for advertisers and audiovisual media service providers , sponsorship announcements can contain promotional references to the goods or services of the sponsor , while not directly encouraging the purchase of the goods and services . sponsorship announcements should continue to clearly inform the viewers of the existence of a sponsorship agreement . the content of sponsored programmes should not be influenced in such a way as to affect the audiovisual media service provider ' s editorial independence . ### sponsorship represents an important means of financing audiovisual media services , video - sharing platforms , user - generated videos or programmes while promoting a legal or physical person ' s name , trade mark , image , activities or products . as such , for sponsorship to constitute a valuable form of advertising technique for advertisers , users generating videos , video - sharing platforms providers and audiovisual media service providers , sponsorship announcements can contain promotional references to the goods or services of the sponsor , while not directly encouraging the purchase of the goods and services . sponsorship announcements should continue to clearly inform the viewers of the existence of a sponsorship agreement . the content of sponsored programmes should not be influenced in such a way as to affect the audiovisual media service provider ' s editorial independence .


### member states shall waive the requirements laid down in paragraphs 1 and 2 for providers with a low turnover or low audience or if they are small and micro enterprises . member states may also waive such requirements in cases where they would be impracticable or unjustified by reason of the nature or theme of the on - demand audiovisual media services . ### member states shall waive the requirements laid down in paragraphs 1 and 2 for providers with a low turnover or low audience or if they are small and micro enterprises . member states may also waive such requirements in cases where they would be impracticable or unjustified by reason of the nature or theme of the audiovisual media services .


### member states shall encourage co - regulation and self - regulation through codes of conduct adopted at national level in the fields coordinated by this directive to the extent permitted by their legal systems . those codes shall be such that they are broadly accepted by the main stakeholders in the member states concerned . the codes of conduct shall clearly and unambiguously set out their objectives . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective enforcement , including when appropriate effective and proportionate sanctions . ### the commission shall encourage and facilitate co - regulation and self - regulation through codes of conduct in the fields coordinated by this directive to the extent permitted by national legal systems . those codes shall be such that they are broadly accepted by the main stakeholders concerned and approved by the national regulatory body or authority . the codes of conduct shall clearly and unambiguously set out their objectives and measures . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective and transparent enforcement , including when appropriate , effective and proportionate sanctions are applied . member states shall ensure that in the event co - regulation fails to achieve the desired level of protection , national regulatory bodies or authorities have effective enforcement powers , including through issuing binding codes of conduct and applying administrative sanctions .


### an important share of the content stored on video - sharing platforms is not under the editorial responsibility of the video - sharing platform provider . however , those providers typically determine the organisation of the content , namely programmes or user - generated videos , including by automatic means or algorithms . therefore , those providers should be required to take appropriate measures to protect minors from content that may impair their physical , mental or moral development and protect all citizens from incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , race , colour , religion , descent or national or ethnic origin . ### an important share of the content hosted on video - sharing platforms is not under the editorial responsibility of the video - sharing platform provider . however , those providers typically determine the organisation of the content , namely programmes or user - generated videos , including by automatic means or algorithms . therefore , those providers should be required to take appropriate measures to protect minors from content that may impair their physical or mental development and protect all users from incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to race , colour , ethnic or social origin , genetic features , language , religion or belief , political or any other opinion , membership of a national minority , property , birth , disability , age , gender , gender expression , gender identity , sexual orientation , residence status or health . these grounds are intended to further specify the characteristics of ' publicly inciting to violence or hatred ' but should not alone be considered as a basis for restricting the making available of audio - visual content .


### member states shall not impose on video - sharing platform providers measures that are stricter than the measures referred to in paragraph 1 and 2 . member states shall not be precluded from imposing stricter measures with respect to illegal content . when adopting such measures , they shall respect the conditions set by applicable union law , such as , where appropriate , those set in articles 14 and 15 of directive 2000 / 31 / ec or article 25 of directive 2011 / 93 / eu . ### member states shall not impose on video - sharing platform providers measures that are stricter than the measures referred to in paragraph 1 and 2 . when adopting such measures , they shall respect the conditions set by applicable union law , such as , where appropriate , those set in articles 14 and 15 of directive 2000 / 31 / ec or article 25 of directive 2011 / 93 / eu .


### it shall be composed of national independent regulatory authorities in the field of audiovisual media services . they shall be represented by the heads or by nominated high level representatives of the national regulatory authority with primary responsibility for overseeing audiovisual media services , or in cases where there is no national regulatory authority , by other representatives as chosen through their procedures . a commission representative shall participate in the group meetings . ### it shall be composed of national independent regulatory authorities in the field of audiovisual media services , including sub - state independent regulatory authorities that are fully competent for audiovisual media services . they shall be represented by the heads or by nominated high level representatives of the national regulatory authority with primary responsibility for overseeing audiovisual media services , or in cases where there is no national regulatory authority , by other representatives as chosen through their procedures . a commission representative shall participate in the group meetings .


### member states may require providers of on - demand audiovisual media services under their jurisdiction to contribute financially to the production of european works , including via direct investment in content and contributions to national funds . member states may require providers of on - demand audiovisual media services , targeting audiences in their territories , but established in other member states to make such financial contributions . in this case , the financial contribution shall be based only on the revenues earned in the targeted member states . if the member state where the provider is established imposes a financial contribution , it shall take into account any financial contributions imposed by targeted member states . any financial contribution shall comply with union law , in particular with state aid rules . ### member states may require providers of audiovisual media services under their jurisdiction to contribute financially to the production of european works , including via direct investment in content and contributions to national funds . member states may require providers of audiovisual media services , targeting audiences in their territories , but established in other member states to make such financial contributions . in this case , the financial contribution shall be based only on the revenues earned in the targeted member states . if the member state where the provider is established imposes a financial contribution , it shall take into account any financial contributions imposed by targeted member states . furthermore , member states may not impose a levy on an ancillary on - demand audiovisual media service if it has already imposed a levy on the corresponding broadcasting service . any financial contribution shall comply with union law , in particular with state aid rules .


### it shall be composed of national independent regulatory authorities in the field of audiovisual media services . they shall be represented by the heads or by nominated high level representatives of the national regulatory authority with primary responsibility for overseeing audiovisual media services , or in cases where there is no national regulatory authority , by other representatives as chosen through their procedures . a commission representative shall participate in the group meetings . ### it shall be composed of national independent regulatory bodies or authorities in the field of audiovisual media services , which may include those regional independent regulatory bodies and authorities with full competence in the field of audiovisual media services . they shall be represented by the heads or by nominated high level representatives of the national regulatory body or authority with primary responsibility for overseeing audiovisual media services , or in cases where there is no national regulatory body or authority , by other representatives as chosen through their procedures . a commission representative shall participate in the group meetings .


### directive 2010 / 13 / eu should remain applicable only to those services the principal purpose of which is the provision of programmes in order to inform , entertain or educate . the principal purpose requirement should be also considered to be met if the service has audiovisual content and form which is dissociable from the main activity of the service provider , such as stand - alone parts of online newspapers featuring audiovisual programmes or user - generated videos where those parts can be considered dissociable from their main activity . social media services are not included , except if they provide a service that falls under the definition of a video - sharing platform . a service should be considered to be merely an indissociable complement to the main activity as a result of the links between the audiovisual offer and the main activity . as such , channels or any other audiovisual services under the editorial responsibility of a provider may constitute audiovisual media services in themselves , even if they are offered in the framework of a video - sharing platform which is characterised by the absence of editorial responsibility . in such cases , it will be up to the providers with editorial responsibility to abide by the provisions of this directive . ### directive 2010 / 13 / eu should remain applicable only to those services the principal purpose of which is the provision of programmes in order to inform , entertain or educate . the principal purpose requirement should be also considered to be met when a video subsection of a media service is independent from the rest of the service and not indissociably complementary4a . as social media services represent an important access point to information for consumers and rely increasingly on audiovisual content generated or made available by their users , it is necessary to include them within this directive when their services meet the criterias defining a video - sharing platform . a service should be considered to be merely an indissociable complement to the main activity as a result of the links between the audiovisual offer and the main activity . as such , channels or any other audiovisual services under the editorial responsibility of a provider may constitute audiovisual media services in themselves , even if they are offered in the framework of a video - sharing platform which is characterised by the absence of editorial responsibility . in such cases , it will be up to the providers with editorial responsibility to abide by the provisions of this directive . __________________ 4a judgment of the court of justice of 21 october 2015 , new media online gmbh v bundeskommunikationssenat , c - 347 / 14 , ecli : eu : c : 2015 : 709 .


### it is appropriate to involve the video - sharing platform providers as much as possible when implementing the appropriate measures to be taken pursuant to this directive . co - regulation should therefore be encouraged . with a view to ensuring a clear and consistent approach in this regard across the union , member states should not be entitled to require video - sharing platform providers to take stricter measures to protect minors from harmful content and all citizens from content containing incitement to violence or hatred than the ones provided for in this directive . however , it should remain possible for member states to take such stricter measures where that content is illegal , provided that they comply with articles 14 and 15 of directive 2000 / 31 / ec , and to take measures with respect to content on websites containing or disseminating child pornography , as required by and allowed under article 25 of directive 2011 / 93 / eu of the european parliament and the council35 . it should also remain possible for video - sharing platform providers to take stricter measures on a voluntary basis __________________ 35 directive 2011 / 93 / eu of the european parliament and of the council of 13 december 2011 on combating the sexual abuse and sexual exploitation of children and child pornography , and replacing council framework decision 2004 / 68 / jha , oj l 335 , 17 . 12 . 2011 , p . 1 . ### it is appropriate to involve the video - sharing platform providers that manage social networking platforms and similar services as much as possible when implementing the appropriate measures to be taken pursuant to this directive . co - regulation and self - regulation should therefore be encouraged . with a view to ensuring a clear and consistent approach in this regard across the union , member states should not be entitled to require video - sharing platform providers that manage social networking platforms and similar services to take stricter measures to protect minors from harmful content and all citizens from content containing incitement to violence or hatred than the ones provided for in this directive . however , it should remain possible for member states to take such stricter measures where that content is illegal , provided that they comply with articles 14 and 15 of directive 2000 / 31 / ec , and to take measures with respect to content on websites containing or disseminating child pornography , as required by and allowed under article 25 of directive 2011 / 93 / eu of the european parliament and the council35 . it should also remain possible for video - sharing platform providers to take stricter measures on a voluntary basis __________________ 35 directive 2011 / 93 / eu of the european parliament and of the council of 13 december 2011 on combating the sexual abuse and sexual exploitation of children and child pornography , and replacing council framework decision 2004 / 68 / jha , oj l 335 , 17 . 12 . 2011 , p . 1 .


### in order to empower viewers , including parents and minors , in making informed decisions about the content to be watched , it is necessary that audiovisual media service providers provide sufficient information about content that may impair minors ' physical , mental or moral development . this could be done , for instance , through a system of content descriptors indicating the nature of the content . content descriptors could be delivered through written , graphical or acoustic means . ### in order to empower viewers , in particular parents and minors , in making informed decisions about the content to be watched , it is necessary that audiovisual media service providers and video - sharing platform providers provide all necessary information about content that may impair minors ' physical , mental or moral development . this could be done , for instance , through a system of content descriptors indicating the nature of the content . content descriptors could be delivered through written , graphical or acoustic means .


### what constitutes an appropriate measure for the purposes of paragraph 1 shall be determined in light of the nature of the content in question , the harm it may cause , the characteristics of the category of persons to be protected as well as the rights and legitimate interests at stake , including those of the video - sharing platform providers and the users having created and / or uploaded the content as well as the public interest . ### what constitutes an appropriate measure for the purposes of paragraph 1 shall be determined in light of actions taken upon valid and adequately substantiated notifications , the nature of the content in question , the harm it may cause , the characteristics of the category of persons to be protected as well as the rights and legitimate interests at stake , including those of the video - sharing platform providers and the users having created and / or uploaded the content as well as the public interest , including the protection of freedom of expression and information . restrictive measures implemented by providers of video - sharing platforms that are not specifically required by national law shall only be permitted if procedural rules provide a possibility for internet users to assert their rights before a relevant public authority once the implementing measures taken by the internet service provider are known .


### establishing and operating mechanisms for users of video - sharing platforms to report or flag to the video - sharing platform provider concerned the content referred to in paragraph 1 stored on its platform ; ### establishing and operating transparent and user - friendly mechanisms for users of video - sharing platforms to report or flag to the video - sharing platform provider concerned the content referred to in paragraph 1 hosted on its platform ;


### it is appropriate to involve the video - sharing platform providers as much as possible when implementing the appropriate measures to be taken pursuant to this directive . co - regulation should therefore be encouraged . with a view to ensuring a clear and consistent approach in this regard across the union , member states should not be entitled to require video - sharing platform providers to take stricter measures to protect minors from harmful content and all citizens from content containing incitement to violence or hatred than the ones provided for in this directive . however , it should remain possible for member states to take such stricter measures where that content is illegal , provided that they comply with articles 14 and 15 of directive 2000 / 31 / ec , and to take measures with respect to content on websites containing or disseminating child pornography , as required by and allowed under article 25 of directive 2011 / 93 / eu of the european parliament and the council35 . it should also remain possible for video - sharing platform providers to take stricter measures on a voluntary basis . __________________ 35 directive 2011 / 93 / eu of the european parliament and of the council of 13 december 2011 on combating the sexual abuse and sexual exploitation of children and child pornography , and replacing council framework decision 2004 / 68 / jha . ### it is appropriate to involve relevant stakeholders , including civil society organisations , and the video - sharing platform providers as much as possible when implementing the appropriate measures to be taken pursuant to this directive . transparent and accountable co - regulation should therefore be encouraged . with a view to ensuring a clear and consistent approach in this regard across the union , member states should not be entitled to require video - sharing platform providers to take stricter measures to protect minors from harmful content and all citizens from content containing incitement to violence or hatred than the ones provided for in this directive . however , it should remain possible for member states to take such stricter measures where that content is illegal , provided that they comply with articles 14 and 15 of directive 2000 / 31 / ec , and to take measures with respect to content on websites containing or disseminating child pornography , as required by and allowed under article 25 of directive 2011 / 93 / eu of the european parliament and the council35 . it should also remain possible for video - sharing platform providers to take stricter measures on a voluntary basis . __________________ 35 directive 2011 / 93 / eu of the european parliament and of the council of 13 december 2011 on combating the sexual abuse and sexual exploitation of children and child pornography , and replacing council framework decision 2004 / 68 / jha .


### the commission should be free to consult erga on any matter relating to audiovisual media services and video - sharing platforms . erga should assist the commission by providing its expertise and advice and by facilitating exchange of best practices . in particular , the commission should consult erga in the application of directive 2010 / 13 / eu with a view to facilitating its convergent implementation across the digital single market . upon the commission ' s request , erga should provide opinions , including on jurisdiction and union codes of conduct in the area of protection of minors and hate speech as well as audiovisual commercial communications for foods high in fat , salt / sodium and sugars . ### the commission should be free to consult erga on any matter relating to audiovisual media services and video - sharing platforms . erga should assist the commission by providing its expertise and advice and by facilitating exchange of best practices . in particular , the commission should consult erga in the application of directive 2010 / 13 / eu with a view to facilitating its convergent implementation across the digital single market . upon the commission ' s request , erga should provide opinions , including on jurisdiction and union rules and codes of conduct in the area of protection of minors , racism , xenophobia and hate speech as well as audiovisual commercial communications for foods high in fat , salt / sodium and sugars .


### an important share of the content stored on video - sharing platforms is not under the editorial responsibility of the video - sharing platform provider . however , those providers typically determine the organisation of the content , namely programmes or user - generated videos , including by automatic means or algorithms . therefore , those providers should be required to take appropriate measures to protect minors from content that may impair their physical , mental or moral development and protect all citizens from incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , race , colour , religion , descent or national or ethnic origin . ### an important share of the content hosted by video - sharing platforms is not under the editorial responsibility of the video - sharing platform provider . those providers should be encouraged , if the size or nature of their audience merits this , to take appropriate measures to protect minors from content that may impair their physical , mental or moral development and protect all citizens from incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , race , colour , religion , descent or national or ethnic origin in accordance with guidelines regularly issued by appropriate authorities to ensure the protection of user ' s fundamental rights .


### in light of the nature of the providers ' involvement with the content stored on video - sharing platforms , those appropriate measures should relate to the organisation of the content and not to the content as such . the requirements in this regard as set out in this directive should therefore apply without prejudice to article 14 of directive 2000 / 31 / ec of the european parliament and of the council34 , which provides for an exemption from liability for illegal information stored by certain providers of information society services . when providing services covered by article 14 of directive 2000 / 31 / ec , those requirements should also apply without prejudice to article 15 of that directive , which precludes general obligations to monitor such information and to actively seek facts or circumstances indicating illegal activity from being imposed on those providers , without however concerning monitoring obligations in specific cases and , in particular , without affecting orders by national authorities in accordance with national legislation . __________________ 34 directive 2000 / 31 / ec of the european parliament and of the council of 8 june 2000 on certain legal aspects of information society services , in particular electronic commerce , in the internal market . ### in light of the nature of the providers ' involvement with the content hosted on video - sharing platforms , those appropriate measures should relate to the organisation of the content and not to the content as such . the requirements in this regard as set out in this directive should therefore apply without prejudice to article 14 of directive 2000 / 31 / ec of the european parliament and of the council34 , which provides for an exemption from liability for illegal information stored by certain providers of information society services . when providing services covered by article 14 of directive 2000 / 31 / ec , those requirements should also apply without prejudice to article 15 of that directive , which precludes general obligations to monitor such information and to actively seek facts or circumstances indicating illegal activity from being imposed on those providers , without however concerning monitoring obligations in specific cases and , in particular , without affecting judicial orders by national authorities in accordance with national legislation . __________________ 34 directive 2000 / 31 / ec of the european parliament and of the council of 8 june 2000 on certain legal aspects of information society services , in particular electronic commerce , in the internal market .


### where , in applying articles 3 and 4 of this directive , the member states concerned do not agree on which member state has jurisdiction , they shall bring the matter to the commission ' s attention without undue delay . the commission may request the european regulators group for audiovisual media services to provide an opinion on the matter within 15 working days from submission of the commission ' s request . if the commission requests an opinion from erga , the time - limits set out in articles 3 and 4 shall be suspended until erga has adopted an opinion . ### where the member states concerned do not agree on which member state has jurisdiction , they shall bring the matter to the commission ' s attention without undue delay . the commission may request the european regulators group for audiovisual media services to provide an opinion on the matter within 15 working days from submission of the commission ' s request .


### ‘ programme’ means a set of moving images with or without sound constituting an individual item within a schedule or a catalogue established by a media service provider , including feature - length films , videos of short duration , sports events , situation comedies , documentaries , children’s programmes and original drama ; ' ; ### ‘ programme’ means a set of moving images with or without sound constituting an individual item within a schedule or a catalogue established by a media service provider , including feature - length films , videos of short duration , sports events , situation comedies , documentaries , children’s programmes , entertainment and reality programmes , and original drama ;


### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . in particular , this directive seeks to ensure full respect for the right to freedom of expression , the freedom to conduct a business , the right to judicial review and to promote the application of the rights of the child enshrined in the charter of fundamental rights of the european union . ### member states , when implementing this directive , are under the obligation to respect fundamental rights and observe the principles recognised in particular by the charter of fundamental rights of the european union . in particular , member states should ensure that no measure adopted for the transposition of this directive directly or indirectly undermines the right to freedom of expression , the freedom to conduct a business , the right to judicial review and to promote the application of the rights of the child enshrined in the charter of fundamental rights of the european union .


### member states shall encourage co - regulation and self - regulation through codes of conduct adopted at national level in the fields coordinated by this directive to the extent permitted by their legal systems . those codes shall be such that they are broadly accepted by the main stakeholders in the member states concerned . the codes of conduct shall clearly and unambiguously set out their objectives . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective enforcement , including when appropriate effective and proportionate sanctions . ### the commission shall encourage and facilitate co - regulation and self - regulation through codes of conduct in the fields coordinated by this directive to the extent permitted by national legal systems . those codes shall be such that they are broadly accepted by the main stakeholders concerned and approved by the national regulatory body or authority . the codes of conduct shall clearly and unambiguously set out their objectives and measures . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective and transparent enforcement , including when appropriate , effective and proportionate sanctions are applied . member states shall ensure that in the event co - regulation fails to achieve the desired level of protection , national regulatory bodies or authorities have effective enforcement powers , including through issuing binding codes of conduct and applying administrative sanctions .


### member states may require providers of on - demand audiovisual media services under their jurisdiction to contribute financially to the production of european works , including via direct investment in content and contributions to national funds . member states may require providers of on - demand audiovisual media services , targeting audiences in their territories , but established in other member states to make such financial contributions . in this case , the financial contribution shall be based only on the revenues earned in the targeted member states . if the member state where the provider is established imposes a financial contribution , it shall take into account any financial contributions imposed by targeted member states . any financial contribution shall comply with union law , in particular with state aid rules . ### member states may require providers of on - demand audiovisual media services established under their jurisdiction to contribute financially to the production of european works within their territory , including via direct investment in content or contributions to national funds .


### sponsorship represents an important means of financing audiovisual media services or programmes while promoting a legal or physical person ' s name , trade mark , image , activities or products . as such , for sponsorship to constitute a valuable form of advertising technique for advertisers and audiovisual media service providers , sponsorship announcements can contain promotional references to the goods or services of the sponsor , while not directly encouraging the purchase of the goods and services . sponsorship announcements should continue to clearly inform the viewers of the existence of a sponsorship agreement . the content of sponsored programmes should not be influenced in such a way as to affect the audiovisual media service provider ' s editorial independence . ### sponsorship represents an important means of financing audiovisual media services , video - sharing platforms , user - generated videos or programmes while promoting a legal or physical person ' s name , trade mark , image , activities or products . as such , for sponsorship to constitute a valuable form of advertising technique for advertisers , users generating videos , video - sharing platforms providers and audiovisual media service providers , sponsorship announcements can contain promotional references to the goods or services of the sponsor , while not directly encouraging the purchase of the goods and services . sponsorship announcements should continue to clearly inform the viewers of the existence of a sponsorship agreement . the content of sponsored programmes should not be influenced in such a way as to affect the audiovisual media service provider ' s editorial independence .


### directive 2000 / 31 / ec shall apply unless otherwise provided for in this directive . in the event of a conflict between a provision of directive 2000 / 31 / ec and a provision of this directive , the provisions of this directive shall prevail , unless otherwise provided for in this directive . ### in article 4 , paragraph 8 is amended as follows : 8 . directive 2000 / 31 / ec shall apply unless otherwise provided for in this directive . in the event of a conflict between a provision of directive 2000 / 31 / ec and a provision of this directive , the provisions of directive 2000 / 31 / ec shall prevail , unless otherwise provided for in this directive .


### this directive is without prejudice to the ability of member states to impose obligations to ensure discoverability and accessibility of content of general interest under defined general interest objectives such as media pluralism , freedom of speech and cultural diversity . such obligations should only be imposed where they are necessary to meet general interest objectives clearly defined by member states in conformity with union law . in this respect , member states should in particular examine the need for regulatory intervention against the results of the outcome of market forces . where member states decide to impose discoverability rules , they should only impose proportionate obligations on undertakings , in the interest of legitimate public policy considerations . ### this directive is without prejudice to the ability of member states to impose obligations to ensure non - discriminatory discoverability and access to content of general interest under defined general interest objectives such as media pluralism , freedom of speech and cultural diversity . such obligations should only be imposed where they are necessary to meet general interest objectives clearly defined by member states in conformity with union law . such obligations should moreover only be imposed when there is a threat to the diversity of opinion . in this respect , member states should in particular examine the need for regulatory intervention against the results of the outcome of market forces . where member states decide to impose discoverability rules , they should only impose proportionate obligations on undertakings , in the interest of legitimate public policy considerations .


### it shall be composed of national independent regulatory authorities in the field of audiovisual media services . they shall be represented by the heads or by nominated high level representatives of the national regulatory authority with primary responsibility for overseeing audiovisual media services , or in cases where there is no national regulatory authority , by other representatives as chosen through their procedures . a commission representative shall participate in the group meetings . ### it shall be composed of national independent regulatory bodies or authorities in the field of audiovisual media services , which may include those regional independent regulatory bodies and authorities with full competence in the field of audiovisual media services . they shall be represented by the heads or by nominated high level representatives of the national regulatory body or authority with primary responsibility for overseeing audiovisual media services , or in cases where there is no national regulatory body or authority , by other representatives as chosen through their procedures . a commission representative shall participate in the group meetings .


### an important share of the content stored on video - sharing platforms is not under the editorial responsibility of the video - sharing platform provider . however , those providers typically determine the organisation of the content , namely programmes or user - generated videos , including by automatic means or algorithms . therefore , those providers should be required to take appropriate measures to protect minors from content that may impair their physical , mental or moral development and protect all citizens from incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , race , colour , religion , descent or national or ethnic origin . ### an important share of the content hosted on video - sharing platforms is not under the editorial responsibility of the video - sharing platform provider . however , those providers typically determine the organisation of the content , namely programmes or user - generated videos , including by automatic means or algorithms . therefore , those providers should be required to take appropriate measures to protect minors from content that may impair their physical or mental development and protect all users from incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to race , colour , ethnic or social origin , genetic features , language , religion or belief , political or any other opinion , membership of a national minority , property , birth , disability , age , gender , gender expression , gender identity , sexual orientation , residence status or health . these grounds are intended to further specify the characteristics of ' publicly inciting to violence or hatred ' but should not alone be considered as a basis for restricting the making available of audio - visual content .


### there are new challenges , in particular in connection with video - sharing platforms , on which users - particularly minors - increasingly consume audiovisual content . in this context , harmful content and hate speech stored on video - sharing platforms have increasingly given rise to concern . it is necessary , in order to protect minors from harmful content and all citizens from content containing incitement to violence or hatred , to set out proportionate rules on those matters . ### there are new challenges , in particular in connection with video - sharing platforms , on which users - particularly minors - increasingly consume audiovisual content . in this context , illegal content hosted by video - sharing platforms has increasingly given rise to concern . it is necessary to set out proportionate rules in order to protect citizens from illegal content and illegal activities , including arbitrary content removals without effective revenues for redress , without prejudice to articles 14 and 15 of the directive 2000 / 31 / ec of the european parliament and of the council 33a . __________________ 33a directive 2000 / 31 / ec of the european parliament and of the council of 8 june 2000 on certain legal aspects of information society services , in particular electronic commerce , in the internal market .


### regulatory authorities of the member states can achieve the requisite degree of structural independence only if established as separate legal entities . member states should therefore guarantee the independence of the national regulatory authorities from both the government , public bodies and the industry with a view to ensuring the impartiality of their decisions . this requirement of independence should be without prejudice to the possibility for member states to establish regulators having oversight over different sectors , such as audiovisual and telecom . national regulatory authorities should be in possession of the enforcement powers and resources necessary for the fulfilment of their tasks , in terms of staffing , expertise and financial means . the activities of national regulatory authorities established under this directive should ensure respect for the objectives of media pluralism , cultural diversity , consumer protection , the internal market and the promotion of fair competition . ### regulatory authorities of the member states can achieve the requisite degree of structural and functional independence only if established as separate legal entities . member states should therefore guarantee the independence of the national regulatory authorities from both the government , public bodies and the industry with a view to ensuring the impartiality of their decisions . this requirement of independence should be without prejudice to the possibility for member states to establish regulators having oversight over different sectors , such as audiovisual and telecom . national regulatory authorities should be in possession of the enforcement powers and resources necessary for the fulfilment of their tasks , in terms of staffing , expertise and financial means . the activities of national regulatory authorities established under this directive should ensure respect for the objectives of media pluralism , cultural diversity , consumer protection , non - discrimination , transparency , the internal market and the promotion of fair competition .


### customs control equipment financed under this instrument may be used for purposes additional to customs controls , including for control of persons in support of the national border management authorities and investigation . ### customs control equipment financed under this instrument should primarily be used for customs controls , but may be used for purposes additional to customs controls , including for control of persons in support of the national border management authorities and investigation .


### most customs control equipment may be equally or incidentally fit for controls of compliance with other legislation , such as provisions on border management , visa or police cooperation . the integrated border management fund has therefore been conceived as two complementary instruments with distinct but coherent scopes for the purchase of equipment . on the one hand , the instrument for border management and visa established by regulation [ 2018 / xxx ] 25 will exclude equipment that can be used for both border management and customs control . on the other hand , the instrument for financial support for customs control equipment established by this regulation will not only support financially equipment with customs controls as the main purpose but will also allow its use as well for additional purposes such as border controls and security . this distribution of roles will foster inter - agency cooperation as a component of the european integrated border management approach , as referred to in article 4 of regulation 2016 / 162426 , thereby enabling customs and border authorities to work together and maximising the impact of the union budget through co - sharing and inter - operability of control equipment . _________________ 25 com 473 . 26 regulation 2016 / 1624 of the european parliament and of the council of 14 september 2016 on the european border and coast guard and amending regulation 2016 / 399 of the european parliament and of the council and repealing regulation no 863 / 2007 of the european parliament and of the council , council regulation no 2007 / 2004 and council decision 2005 / 267 / ec . ### most customs control equipment may be equally or incidentally fit for controls of compliance with other legislation , such as provisions on border management , visa or police cooperation . the integrated border management fund has therefore been conceived as two complementary instruments with distinct but coherent scopes for the purchase of equipment . on the one hand , the instrument for border management and visa established by regulation [ 2018 / xxx ] 25 will exclude equipment that can be used for both border management and customs control . on the other hand , the instrument for financial support for customs control equipment established by this regulation will not only support financially equipment with customs controls as the main purpose but will also allow its use as well for other tasks carried out at borders , and for additional related purposes such as border controls and security . this distribution of roles will foster inter - agency cooperation as a component of the european integrated border management approach , as referred to in article 4 of regulation 2016 / 162426 , thereby enabling customs and border authorities to work together and maximising the impact of the union budget through co - sharing and inter - operability of control equipment . _________________ 25 com 473 . 26 regulation 2016 / 1624 of the european parliament and of the council of 14 september 2016 on the european border and coast guard and amending regulation 2016 / 399 of the european parliament and of the council and repealing regulation no 863 / 2007 of the european parliament and of the council , council regulation no 2007 / 2004 and council decision 2005 / 267 / ec .


### horizontal financial rules adopted by the european parliament and the council on the basis of article 322 of the treaty on the functioning of the european union apply to this regulation . these rules are laid down in the financial regulation and determine in particular the procedure for establishing and implementing the budget through grants , procurement , prizes , indirect implementation , and provide for checks on the responsibility of financial actors . rules adopted on the basis of article 322 tfeu also concern the protection of the union ' s budget in case of generalised deficiencies as regards the rule of law in the member states , as the respect for the rule of law is an essential precondition for sound financial management and effective eu funding . ### horizontal financial rules adopted by the european parliament and the council on the basis of article 322 of the treaty on the functioning of the european union apply to this regulation . these rules are laid down in the financial regulation and determine in particular the procedure for establishing and implementing the budget through grants , procurement , prizes , indirect implementation , and provide for checks on the responsibility of financial actors . rules adopted on the basis of article 322 tfeu also concern the protection of the union ' s budget in case of generalised deficiencies as regards the rule of law in the member states , as the respect for the rule of law is an essential precondition for sound financial management and effective eu funding . funding under this instrument should respect the principles of transparency , proportionality , equal treatment and non - discrimination .


### the financial envelope for the implementation of the instrument for the period 2021 &#8211 ; 2027 shall be eur 1 300 000 000 in current prices . ### the financial envelope for the implementation of the instrument for the period 2021 &#8211 ; 2027 shall be eur 1 149 175 000 in 2018 prices .


### as part of the integrated border management fund , the instrument has the general objective to support the customs union and customs authorities to protect the financial and economic interests of the union and its member states , to ensure security and safety within the union and to protect the union from unfair and illegal trade while facilitating legitimate business activity . ### as part of the integrated border management fund and with a view to the long - term aim that all customs administrations in the union work together as one , the instrument has the general objective to support the customs union and customs authorities to protect the financial and economic interests of the union and its member states , to ensure security and safety within the union and to protect the union from unfair and illegal trade while facilitating legitimate business activity .


### the commission shall communicate the conclusions of the evaluations , accompanied by its observations , to the european parliament , the council , the european economic and social committee and the committee of the regions . ### the commission shall communicate the conclusions of the evaluations , accompanied by its observations and lessons learned , to the european parliament , the council , the european economic and social committee and the committee of the regions .


### it should be possible for the emff to support the promotion and the sustainable development of aquaculture , including freshwater aquaculture , for the farming of aquatic animals and plants for the production of food and other raw material . complex administrative procedures in some member states remain in place , such as difficult access to space and burdensome licensing procedures , which make it difficult for the sector to improve the image and competitiveness of farmed products . support should be consistent with the multiannual national strategic plans for aquaculture developed on the basis of regulation no 1380 / 2013 . in particular , support for environmental sustainability , productive investments , innovation , acquisition of professional skills , improvement of working conditions , compensatory measures providing critical land and nature management services should be eligible . public health actions , aquaculture stock insurance schemes and animal health and welfare actions should also be eligible . however , in the case of productive investments support should be provided only through financial instruments and through investeu , which offer a higher leverage on markets and are therefore more relevant than grants to address the financing challenges of the sector . ### it should be possible for the emff to support the promotion and the sustainable development of aquaculture , including freshwater aquaculture , for the farming of aquatic animals and plants for the production of food and other raw material . complex administrative procedures in some member states remain in place , such as difficult access to space and burdensome licensing procedures , which make it difficult for the sector to improve the image and competitiveness of farmed products . support should be consistent with the multiannual national strategic plans for aquaculture developed on the basis of regulation no 1380 / 2013 . in particular , support for environmental sustainability , productive investments , innovation , acquisition of professional skills , improvement of working conditions , compensatory measures providing critical land and nature management services should be eligible . public health actions , aquaculture stock insurance schemes and animal health and welfare actions should also be eligible . however , in the case of productive investments support should be provided only through financial instruments and through investeu , which offer a higher leverage on markets and are therefore more relevant than grants to address the financing challenges of the sector . these complex and burdensome procedures should be addressed and reduced , without prejudice to all the standards required for such farms .


### the first acquisition of a fishing vessel by a young fisher who , at the moment of submitting the application , is under 40 years of age and has worked a least five years as fisher or has acquired adequate vocational qualification ; ### the first acquisition of a fishing vessel by a young fisher who , at the moment of submitting the application , is under 40 years of age ;


### contributing to food security in the union through competitive and sustainable aquaculture and markets ; ### contributing to food security in the union through competitive and sustainable aquaculture and markets , having taken into account environmental protection criteria ;


### service providers should ensure that their subscribers are properly informed about the conditions of enjoyment of online content services in member states other than the member state of residence of the subscribers . the regulation enables right holders to require that the service provider make use of effective means in order to verify that the online content service is provided in conformity with this regulation . it is necessary , however , to ensure that the required means are reasonable and do not go beyond what is necessary in order to achieve this purpose . examples of the necessary technical and organisational measures may include sampling of ip address instead of constant monitoring of location , transparent information to the individuals about the methods used for the verification and its purposes , and appropriate security measures . considering that for purposes of the verification what matters is not the location , but rather , in which member state the subscriber is accessing the service , precise location data should not be collected and processed for this purpose . similarly , where authentication of a subscriber is sufficient in order to deliver the service provided , identification of the subscriber should not be required . ### service providers should ensure that their subscribers are properly informed about the conditions of enjoyment of online content services in member states other than the member state of residence of the subscribers . the regulation requires that the service provider make use of effective means in order to verify that the online content service is provided in conformity with this regulation . it is necessary , however , to ensure that the required means leave room for service providers to innovate with the online means of authentication they provide to consumers to subscribe and access online content , are reasonable and do not go beyond what is necessary in order to achieve this purpose . technical and organisational measures should be based on electronic means of identification at the time of subscription instead of constant monitoring of location , on transparent information to the individuals about the methods used for the verification and its purposes , and appropriate security measures . considering that for purposes of the verification what matters is not the location , but rather , in which member state the subscriber is accessing the service , precise location data should not be collected and processed for this purpose . similarly , where authentication of a subscriber is sufficient in order to deliver the service provided , identification of the subscriber should not be required . the subscriber should be able to access the information on the member state of residence verified and registered at the time of subscription .


### requiring that the delivery of online content services to subscribers temporarily present in member states other than their member state of residence be of the same quality as in the member state of residence could result in high costs for service providers and thus ultimately for subscribers . therefore , it is not appropriate for this regulation to require that the provider of an online content service take measures to ensure quality of delivery of such services beyond the quality available via the local online access chosen by a subscriber while temporarily present in another member state . in such cases the provider shall not be liable if the quality of delivery of the service is lower . nevertheless , if the provider expressly agrees to guarantee certain quality of delivery to subscribers while temporarily present in other member states , the provider shall be bound by such agreement . ### requiring that the delivery of online content services to subscribers temporarily present in member states other than their member state of residence be of the same quality as in the member state of residence could result in high costs for service providers and thus ultimately for subscribers . therefore , it is not appropriate for this regulation to require that the provider of an online content service take measures to ensure quality of delivery of such services beyond the quality available via the local online access chosen by a subscriber while temporarily present in another member state . in such cases the provider shall not be liable if the quality of delivery of the service is lower to the extent that it does not discriminate on the basis of place of residence . nevertheless , if the provider expressly agrees to guarantee certain quality of delivery to subscribers while temporarily present in other member states , the provider shall be bound by such agreement .


### this regulation should apply to online content services which are provided against payment of money . providers of such services are in a position to verify the member state of residence of their subscribers . the right to use an online content service should be regarded as acquired against payment of money whether such payment is made directly to the provider of the online content service , or to another party such as a provider offering a package combining a telecommunications service and an online content service operated by another provider . ### this regulation should apply to online content services which are provided against payment of money including the payment of a mandatory fee such as a broadcasting fee . providers of such services are in a position to verify the member state of residence of their subscribers . the right to use an online content service should be regarded as acquired against payment of money whether such payment is made directly or indirectly to the provider of the online content service , or to another party such as a provider offering a package combining a telecommunications service and an online content service operated by another provider .


### member states shall ensure that companies , in case of transactions with related parties that represent more than 1% of their assets , publicly announce such transactions at the time of the conclusion 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 that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . 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 information necessary to assess the transaction . ### member states shall ensure that companies publicly announce transactions with related parties that represent more than 1% of their assets&#160 ; immediately following the approval of the transaction . the announcement shall at least&#160 ; contain information on the nature of the related party relationship , the name of the related party , the value of the transaction and any other information necessary to assess the financial impartiality of the transaction .


### member states may provide that companies can request their shareholders to exempt them from the requirement of subparagraph 1 to accompany the announcement of the transaction with a related party by a report from an independent third party in case of clearly defined types of recurrent transactions with an identified related party in a period of not longer than 12 months after granting the exemption . where the related party transactions involve a shareholder , this shareholder shall be excluded from the vote on the advance exemption . ### member states shall provide that shareholders may exempt companies from the requirement of paragraph 1 in case of clearly defined types of recurrent transactions with an identified related party in a period of not longer than 12 months after granting the exemption . where the related party transactions involve a shareholder , this shareholder may be excluded from the vote on the advance exemption .


### 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 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 . 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 party 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 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 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 for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### 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 should be submitted either to a vote by the shareholders in a general meeting 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 . transactions entered into in the ordinary course of business or concluded on market terms or market equivalent terms should be excluded . 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 or an independent administrative body for certain clearly defined types of recurrent transactions above 5 percent of the assets .


### member states shall ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy , how it has been implemented and the results thereof . the information referred to in the first sentence shall at least be available on the company ' s website . institutional investors and asset managers shall , for each company in which they hold shares , disclose if and how they cast their votes in the general meetings of the companies concerned and provide an explanation for their voting behaviour . where an asset manager casts votes on behalf of an institutional investor , the institutional investor shall make a reference as to where such voting information has been published by the asset manager . ### member states shall , without prejudice to article 3f , ensure that institutional investors and asset managers publicly disclose on an annual basis their engagement policy , how it has been implemented and the results thereof . the information referred to in the first sentence shall at least be available on the company ' s website .


### the policy shall explain how it contributes to the long - term interests and sustainability of the company . it shall set clear criteria for the award of fixed and variable remuneration , including all benefits in whatever form . ### the policy shall explain how it contributes to the company’s strategy and to its long - term interests and sustainability . it shall outline the components of the fixed and variable remuneration , including all benefits in whatever form , paid to directors .


### 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 . ### 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 .


### shareholders shall be duly informed by their intermediary that their name and 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 24 months after receiving it . ### shareholders shall be duly informed by their intermediary that their name and 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 and dialogue between the company and its shareholders and to give third parties an overview of the shareholding structure of the company by disclosing the names of the main shareholders and the different shareholder categories . the company and the intermediary shall ensure that natural and legal 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 6 months after the individual concerned has ceased to be a shareholder .


### member states shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders . in case the intermediary casts the vote , it shall transmit the voting confirmation to the shareholder . where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay . ### member states shall ensure that companies disclose the results of votes in general meetings . member states shall , within a period of five years after the date of entry into force of this directive , take all the necessary measures to ensure that companies confirm the votes cast on behalf of the shareholder in a general meeting at the request of the council or of the intermediary who has cast the vote on his behalf , whether electronically or by any other means . they may provide that a reasonable charge be made for confirmation . when the vote has been cast by an intermediary , it shall transmit the voting confirmation to the shareholder . where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay .


### member states shall ensure that intermediaries offer to companies the possibility to have their shareholders identified . ### member states shall guarantee that companies are permitted to have their shareholders identified and that this right is effectively upheld .


### 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 . ### 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 executive directors and the average remuneration of employees of the company and why this ratio is considered appropriate .


### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the policy shall be submitted for approval by the shareholders at least every three years . ### member states shall ensure that companies draw up a remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with that remuneration policy . member states shall ensure that shareholders have the right to approve either the remuneration policy as regards directors or the remuneration report for the previous year as provided for in article 9b . if shareholders have the right to vote on the remuneration policy , that policy must be submitted to them for approval at least every three years or every time it is changed . member states may stipulate that the vote by shareholders on the remuneration policy is advisory , provided that , if the shareholders reject the remuneration policy , the board then reviews that policy and notifies its conclusions to the shareholders at the latest at the next general meeting . if shareholders have the right to vote only on the remuneration report for the previous year , and if they rejected that report , the board shall review the remuneration policy and notify its conclusions to the shareholders at the latest at the next general meeting .


### member states shall ensure that companies , in case of transactions with related parties that represent more than 1% of their assets , publicly announce such transactions at the time of the conclusion 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 that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . 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 information necessary to assess the transaction . ### member states shall ensure that companies , in case of material transactions with related parties , publicly announce such transactions at the time of the conclusion of the transaction . the announcement shall contain information on the nature of the related party relationship , the name of the related party , the value of the transaction and any other information necessary to assess the transaction . member states may provide that the announcement published pursuant to paragraph 1 is accompanied by a report assessing whether or not the transaction is fair and reasonable from the perspective of the shareholders who are not related party , in particular minority shareholders . this report is produced by an independent third party or the administrative or the supervisory body of the company or the audit committee or any committee the majority of which is composed by independent directors , provided that the related parties are prevented from having a role in the preparation of the report .


### 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 . ### the financial crisis has revealed that shareholders in many cases supported managers ' excessive short - term risk taking .


### shareholders shall be duly informed by their intermediary that their name and 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 24 months after receiving it . ### shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article and , where applicable , that the information has actually been forwarded to the company . 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 and legal 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 12 months after the individual concerned has ceased to be a shareholder .


### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the policy shall be submitted for approval by the shareholders at least every three years . ### member states shall ensure that companies draw up a remuneration policy as regards directors and submit it for approval at the general meeting . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved at the general meeting . the policy shall be submitted for approval by the shareholders at least every three years or in the event of substantial changes .


### member states shall ensure that companies , in case of transactions with related parties that represent more than 1% of their assets , publicly announce such transactions at the time of the conclusion 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 that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . 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 information necessary to assess the transaction . ### member states shall ensure that companies , in case of significant&#160 ; transactions with related parties , publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from the administrative or supervising body assessing whether or not it is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . 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 information necessary to assess the transaction . member states may provide that report may be prepared by an independent third party .


### 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 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 . ### in order to improve the information in the equity investment chain member states should ensure that proxy advisors adopt and implement adequate measures to 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 .


### the policy shall explain how it contributes to the long - term interests and sustainability of the company . it shall set clear criteria for the award of fixed and variable remuneration , including all benefits in whatever form . ### the policy shall explain how it contributes to the long - term interests and sustainability of the company without obliging companies to disclose business sensitive information . it shall give clear guidelines on the criteria applicable for the award of fixed and variable remuneration .


### the relative change of the remuneration of directors over the last three financial years , its relation to the development of the value of the company and to change in the average remuneration of full time employees of the company other than directors ; ### the relative changes in the remuneration both of executive directors and of non - executive directors over the last three financial years , their relation to the development of the general performance of the company and to change in the average remuneration of employees in the same period ;


### 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 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 . 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 party 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 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 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 for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### 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 should be submitted either to a vote by the shareholders in a general meeting 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 . transactions entered into in the ordinary course of business or concluded on market terms or market equivalent terms should be excluded . 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 or an independent administrative body for certain clearly defined types of recurrent transactions above 5 percent of the assets .


### ‘ director’ means any member of the administrative , management or supervisory bodies of a company ; ### ' director ' means any member of the administrative , management or supervisory bodies of a company , except with regard to the application of articles 9a and 9b , for which ‘ director’ means any member of the management body of a company or any person appointed by the administrative body of a company to perform a management role , or the chair of the board or of the supervisory board ;


### shareholders shall be duly informed by their intermediary that their name and 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 24 months after receiving it . ### shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article . 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 24 months after receiving it .