### 4 as regards engines for use in propulsion of locomotives , during the transition period between stage iii a and stage iii b an oem may seek permission for his engine suppliers to place on the market a maximum of 12 engines for use in propulsion of locomotives under the flexibility scheme . ### 4 as regards engines for use in propulsion of locomotives , during the transition period between stage iii a and stage iii b an oem may seek permission for his engine suppliers to place on the market a maximum of 20 engines for use in propulsion of freight and shunting of locomotives under the flexibility scheme , of which the total number shall be designed to be capable of operating on the uk rail network .


### during the transition from stage iii a to stage iii b , the percentage of the number of engines used for application other than propulsion of railcars and locomotives placed on the market under the flexibility scheme , should be increased from 20% to 50% of the equipment manufacturer ' s annual sales of equipment with engines in that category . the maximum number of engines that may be placed on the market under the flexibility scheme should be adapted accordingly . ### during the transition from stage iii a to stage iii b , the percentage of the number of engines used for application other than propulsion of railcars and locomotives placed on the market under the flexibility scheme , should be increased from 20% to 40% of the equipment manufacturer ' s annual sales of equipment with engines in that category . the maximum number of engines that may be placed on the market under the flexibility scheme should be adapted accordingly .


### in the early warnings , the competent authorities and the commission shall communicate any relevant information in their possession that may be useful for assessing the risk or incident . ### in the early warnings , the competent authorities and the commission shall communicate any relevant information in their possession that may be useful for assessing the risk or incident . information deemed classified or confidential by the concerned public administration or market operator respectively and the identity of the latter shall only be provided to the degree necessary to assess the risk or incident .


### ‘ incident’ means any circumstance or event having an actual adverse effect on security ; ### ‘ incident’ means any reasonably identifiable circumstance or event having an actual adverse effect on security ;


### where the risk or incident subject to an early warning is of a suspected criminal nature , the competent authorities or the commission shall inform the european cybercrime centre within europol . ### where the risk or incident subject to an early warning is of a suspected serious criminal nature , the competent authorities or the commission shall inform the european cybercrime centre within europol where appropriate .


### competent authorities should pay due attention to preserving informal and trusted channels of information - sharing between market operators and between the public and the private sectors . publicity of incidents reported to the competent authorities should duly balance the interest of the public in being informed about threats with possible reputational and commercial damages for the public administrations and market operators reporting incidents . in the implementation of the notification obligations , competent authorities should pay particular attention to the need to maintain information about product vulnerabilities strictly confidential prior to the release of appropriate security fixes . ### competent authorities should pay due attention to preserving informal and trusted channels of information - sharing between market operators and between the public and the private sectors . previously unknown vulnerabilities or incidents reported to competent authorities should be notified to the manufacturers and service providers of affected ict products and services . publicity of incidents reported to the competent authorities should duly balance the interest of the public in being informed about threats with possible reputational and commercial damages for the public administrations and market operators reporting incidents . in the implementation of the notification obligations , competent authorities should pay particular attention to the need to maintain information about product vulnerabilities strictly confidential prior to the release of appropriate security fixes .


### operator of critical infrastructure that are essential for the maintenance of vital economic and societal activities in the fields of energy , transport , banking , stock exchanges and health , a non exhaustive list of which is set out in annex ii . ### operator of infrastructure that are essential for the maintenance of vital economic and societal activities in the fields of energy , transport , banking , financial market infrastructures and health , and the disruption or destruction of which would have a significant negative impact in a member state as a result of the failure to maintain those functions , a non exhaustive list of which is set out in annex ii .


### the competent authority may inform the public , or require the public administrations and market operators to do so , where it determines that disclosure of the incident is in the public interest . once a year , the competent authority shall submit a summary report to the cooperation network on the notifications received and the action taken in accordance with this paragraph . ### the competent authority , after consultation with the concerned public administration or market operator , may inform the public , or require the public administrations and market operators to do so , where it determines that disclosure of the incident is in the public interest and where the latter outweighs any conflicting interests of the public administration or market operator concerned . once a year , the competent authority shall submit a summary report to the cooperation network on the notifications received and the action taken in accordance with this paragraph .


### the current lack of transparency of the selection procedures and qualification criteria for board positions in most member states represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates ' careers and freedom of movement , as well as investor decisions . such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender - biased appointment decisions , thus restricting their freedom of movement within the internal market . on the other hand , investors have different investment strategies that require information linked also to the expertise and competence of the board members . more transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company ' s business strategy and to take informed decisions . ### the current lack of transparency of the selection procedures , qualification criteria and recruitment for board positions in most member states represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates ' careers as well as investor decisions . such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender - biased appointment decisions . on the other hand , investors have different investment strategies that require information linked also to the expertise and competence of the board members . more transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company ' s business strategy and to take informed decisions .


### the current lack of transparency of the selection procedures and qualification criteria for board positions in most member states represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates ' careers and freedom of movement , as well as investor decisions . such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender - biased appointment decisions , thus restricting their freedom of movement within the internal market . on the other hand , investors have different investment strategies that require information linked also to the expertise and competence of the board members . more transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company ' s business strategy and to take informed decisions . ### the current lack of transparency of the selection procedures and qualification criteria for board positions in most member states represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates ' careers and investor decisions . such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender - biased appointment decisions . on the other hand , investors have different investment strategies that require information linked also to the expertise and competence of the board members . more transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company ' s business strategy and to take informed decisions .


### the methods of recruiting and appointing directors differ from one member state to another and from one company to another . they may involve the pre - selection of candidates to be presented to the shareholders ' assembly , for example by a nomination committee , the direct appointment of directors by individual shareholders or a vote in the shareholders ' assembly on individual candidates or lists of candidates . the requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned . in this respect , this directive only establishes a minimum harmonisation of selection procedures , making it possible to apply the conditions provided for by the case - law of the court of justice with a view to attaining the objective of a more balanced gender representation in the boards of listed companies . ### the methods of recruiting , selecting and appointing directors differ from one member state to another and from one company to another . they may involve the pre - selection of candidates to be presented to the shareholders ' assembly , for example by a nomination committee , the direct appointment of directors by individual shareholders or a vote in the shareholders ' assembly on individual candidates or lists of candidates . this directive respects the diversity of selection procedures which should be based on transparency and merit , while insisting that the aim of increasing the under - represented sex ' s participation on boards is attained . the requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned . in this respect , this directive allows for diversity of selection procedures , with a view to attaining the objective of a more balanced gender representation in the boards of listed companies . the provision of this directive does not unduly interfere with day - to - day management , since companies maintain the freedom to select candidates on the basis of qualifications or other objective relevant considerations .


### the scattered and divergent regulation or the absence of regulation at national level as regards the gender balance on boards of listed companies does not only lead to discrepancies in the number of women among non - executive directors and different rates of improvement across member states , but also poses barriers to the internal market by imposing divergent corporate governance requirements on european listed companies . those differences in legal and self - regulatory requirements for the composition of corporate boards can lead to practical complications for listed companies operating across borders , notably when establishing subsidiaries or in mergers and acquisitions , as well as for candidates for board positions . ### the scattered and divergent regulation or the absence of regulation at national level as regards the gender balance on boards of listed companies leads to discrepancies in the number of women among non - executive directors and different rates of improvement across member states .


### despite the existing union legislation aimed at preventing and combating sex discrimination , the council recommendations aimed specifically at increasing the presence of women in economic decision - making and union - level actions encouraging self - regulation , women continue to be strongly outnumbered by men in the highest decision - making bodies of companies throughout the union . in the private sector and especially in listed companies this gender imbalance is particularly significant and acute . the commission ' s key indicator of gender representation on corporate boards shows that the proportion of women involved in top - level business decision - making remains very low . in january 2012 , women occupied on average just 13 . 7 per cent of board seats in the largest publicly listed companies in member states . among non - executive directors only 15 per cent were women . ### despite the existing union legislation aimed at preventing and combating sex discrimination , the council recommendations aimed specifically at increasing the presence of women in economic decision - making and union - level actions encouraging self - regulation , women continue to be strongly under - represented in the highest decision - making bodies of companies throughout the union . in the private sector and especially in listed companies this gender imbalance is particularly significant and acute , while certain eu institutions and agencies , such as the european central bank , also display a deeply problematic gender imbalance . the commission ' s key indicator of gender representation on corporate boards shows that the proportion of women involved in top - level business decision - making remains very low . in january 2012 , women occupied on average just 13 . 7 per cent of board seats in the largest publicly listed companies in member states . among non - executive directors only 15 per cent were women .


### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors and about the measures taken in view of the objectives laid down in article 4 and in paragraph 1 of this article , and to publish that information in an appropriate and accessible manner on their website . ### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the following : the gender representation on their boards , distinguishing between non - executive and executive directors , b ) presentation and analysis of the specific measures taken in view of the objectives laid down in article 4 and in paragraph 1 and 1a of this article , c ) the specific measures planned for the following year , d ) the progress with regard to the objectives laid down in article 4 and paragraph 1 of this article . listed companies shall publish that information in an appropriate and accessible manner on their website and in their annual report .


### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors and about the measures taken in view of the objectives laid down in article 4 and in paragraph 1 of this article , and to publish that information in an appropriate and accessible manner on their website . ### member states shall require listed companies to report on their gender balance statistics and on measures taken in accordance with article 5 to the competent national authorities , once a year as from [ two years after adoption ] , and to publish that information in an appropriate and accessible manner on their website .


### member states should provide for effective , proportionate and dissuasive sanctions for breaches of this directive , which could include , inter alia , administrative fines and nullity or annulment declared by a judicial body of the appointment or of the election of non - executive directors made contrary to the national provisions adopted pursuant to article 4 . ### member states should provide for effective , proportionate and dissuasive administrative sanctions for breaches of this directive . sanctions shall be applied in the case of listed companies that do not comply with the procedures for setting targets and developing a gender policy as laid down in article 4 or with the disclosure requirements as defined in article 5 of this directive . however , the case of companies ' failure to reach their individually set targets should not qualify as a breach of this directive and should not trigger a sanctioning regime .


### while this directive does not aim to harmonise national laws on the selection procedures and qualification criteria for board positions in detail , the introduction of certain minimum standards as regards the requirement for listed companies without balanced gender representation to take appointment decisions for non - executive directors on the basis of an objective comparative assessment of the qualifications of candidates in terms of suitability , competence and professional performance is necessary in order to attain gender balance among non - executives directors . only an eu - level measure can effectively help to ensure a competitive level - playing field throughout the union and avoid practical complications in business life . ### this directive does not aim to harmonise national laws on the recruitment , selection and appointment procedures and qualification criteria for board positions in detail , but requires the listed companies and large public undertakings without balanced gender representation to adjust their vacancy announcement , recruitment , selection and appointment procedures which has been shown to be necessary in order to attain gender balance among directors . an eu - level measure is the main tool to effectively ensure a competitive level - playing field throughout the union and avoid practical complications in business life .


### the current lack of transparency of the selection procedures and qualification criteria for board positions in most member states represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates ' careers and freedom of movement , as well as investor decisions . such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender - biased appointment decisions , thus restricting their freedom of movement within the internal market . on the other hand , investors have different investment strategies that require information linked also to the expertise and competence of the board members . more transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company ' s business strategy and to take informed decisions . ### the current lack of transparency of the selection procedures and qualification criteria for board positions in most member states represents a significant barrier to more gender diversity among board members and negatively affects the board candidates ' careers . similarly , the absence of rules providing for effective board rotation also affects their freedom of movement , as well as investor decisions . such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender - biased appointment decisions , thus restricting their freedom of movement within the internal market . on the other hand , investors have different investment strategies that require information linked also to the expertise and competence of the board members . more transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company ' s business strategy and to take informed decisions .


### member states may introduce or maintain provisions which are more favourable than those laid down in this directive to ensure a more balanced representation of men and women in respect of companies incorporated in their national territory , provided those provisions do not create unjustified discrimination , nor hinder the proper functioning of the internal market . ### member states are encouraged to introduce or maintain provisions which are more favourable than those laid down in this directive with a view to achieve the aim of article 23 of the charter of fundamental rights of the european union and to ensure a more balanced representation of men and women in respect of companies incorporated in their national territory , provided those provisions are geared towards the aim of this directive and do not go beyond what is necessary to achieve this aim or do not create unjustified discrimination .


### the efficient use of human capital is the most important determinant of an economy ' s competitiveness and is key to addressing the eu ' s demographic challenges , to competing successfully in a globalised economy and to ensuring a comparative advantage vis - à - vis third countries . the pool of highly trained and qualified women is constantly growing as evidenced by the fact that 60 per cent of university graduates are female . a continued failure to draw on this pool in appointments to economic decision - making positions would amount to a failure to fully exploit skilled human capital . ### the efficient use of human capital is the most important determinant of an economy ' s competitiveness and is key to addressing the eu ' s demographic challenges , to competing successfully in a globalised economy and to ensuring balanced economic and social development along more competitive and human lines vis - à - vis third countries . the pool of highly trained and qualified women is constantly growing as evidenced by the fact that 60 per cent of university graduates are female . failure to recognise this in appointments to economic decision - making positions would amount to a failure to fully exploit skilled human skills , knowledge and capital and detract from the competitiveness of eu production methods .


### member states shall ensure that listed companies are obliged to disclose , on the request of an unsuccessful candidate , the qualification criteria upon which the selection was based , the objective comparative assessment of those criteria and , where relevant , the considerations tilting the balance in favour of a candidate of the other sex . ### member states shall ensure that listed companies are obliged to disclose , on the request of an unsuccessful candidate , the qualification criteria upon which the selection was based .


### despite the existing union legislation aimed at preventing and combating sex discrimination , the council recommendations aimed specifically at increasing the presence of women in economic decision - making and union - level actions encouraging self - regulation , women continue to be strongly outnumbered by men in the highest decision - making bodies of companies throughout the union . in the private sector and especially in listed companies this gender imbalance is particularly significant and acute . the commission ' s key indicator of gender representation on corporate boards shows that the proportion of women involved in top - level business decision - making remains very low . in january 2012 , women occupied on average just 13 . 7 per cent of board seats in the largest publicly listed companies in member states . among non - executive directors only 15 per cent were women . ### despite the existing union legislation aimed at preventing and combating sex discrimination , the council recommendations aimed specifically at increasing the presence of women in economic decision - making and union - level actions encouraging self - regulation , women continue to be strongly outnumbered by men in the highest decision - making bodies of companies throughout the union . the same is also true of some eu institutions and agencies , such as the european central bank , which should be setting an example by representing all citizens . it will be recalled that , during the appointment of a new member of the ecb executive board in late 2012 , the heads of state and government refused to take into account the gender equality perspective , in contravention of article 2 of the treaty , despite the negative opinion of the european parliament . also in the private sector gender imbalance in decision making bodies is significant and acute . the commission ' s key indicator of gender representation on corporate boards shows that the proportion of women involved in top - level business decision - making remains very low . in january 2012 , women occupied on average just 13 . 7 per cent of board seats in the largest publicly listed companies in member states . among non - executive directors only 15 per cent were women . however , the provisions of this directive do not unduly interfere with day - to - day management , since companies maintain the freedom to select candidates on the basis of quality or other relevant objective considerations .


### in accordance with the principle of proportionality , the objective to be met by listed companies should be limited in time and remain in force only until sustainable progress has been achieved in the gender composition of boards . for that reason , the commission should regularly review the application of this directive and report to the european parliament and the council . the directive is due to expire on 31 december 2028 . the commission should assess , in its review , if there is a need to extend the duration of the directive beyond that period . ### in accordance with the principle of proportionality , the objective to be met by listed companies should be limited in time and remain in force only until sustainable progress has been achieved in the gender composition of boards . for that reason , the commission should regularly review the application of this directive and report to the european parliament and the council . the directive is due to expire on 31 december 2028 . the commission should assess , in its review , if there is a need to extend the duration of the directive beyond that period . member states should cooperate with social partners and civil society in order to efficiently inform them on the directive ' s signification , transposition and implementation .


### the sanctions must be effective , proportionate and dissuasive and may include the following measures : ### the sanctions must be effective , proportionate and dissuasive and shall include at least the following :


### the europe 2020 strategy for smart , sustainable and inclusive growth ascertained that increased female labour force participation is a precondition for boosting growth and for tackling demographic challenges in europe . the strategy set a headline target of reaching an employment rate of 75 per cent for women and men aged 20 - 64 by 2020 , which can only be reached if there is a clear commitment to gender equality and a reinforced effort to tackle all barriers to women ' s participation in the labour market . the current economic crisis has magnified europe ' s ever - growing need to rely on knowledge , competence and innovation and to make full use of the pool of available talent . enhancing female participation in economic decision - making , on company boards in particular , is expected to have a positive spill - over effect on female employment in the companies concerned and throughout the whole economy . ### the europe 2020 strategy for smart , sustainable and inclusive growth ascertained that increased female labour force participation is a precondition for boosting growth and for tackling demographic challenges in europe . the strategy set a headline target of reaching an employment rate of 75 per cent for women and men aged 20 - 64 by 2020 , which can only be reached if there is a clear commitment to gender equality and a reinforced effort to tackle all barriers to women ' s participation in the labour market . the current economic crisis has magnified europe ' s ever - growing need to rely on knowledge , competence and innovation and to make full use of the pool of available talent . enhancing female participation in economic decision - making , on company boards and at all management levels throughout the company , is expected to have a positive spill - over effect on female employment in the companies concerned and throughout the whole economy .


### at company level , it is widely acknowledged that the presence of women on boards improves corporate governance , because team performance and the quality of decision - making are enhanced due to a more diverse and collective mind - set incorporating a wider range of perspectives and therefore reaching more balanced decisions . numerous studies have also shown that there is a positive relationship between gender diversity at top management level and a company ' s financial performance and profitability . enhancing female representation on the boards of publicly listed companies in the union can therefore have a positive impact on the performance of companies concerned . ### at company level , it is widely acknowledged that the presence of women on boards improves corporate governance , because team performance is enhanced and the quality of decision making is improved due to the fact that it incorporates a more balanced perspective . numerous studies have also shown that there is a positive relationship between gender diversity at top management level and a company ' s financial performance and profitability . enhancing female representation on the boards of publicly listed companies in the union should therefore have a positive impact on the performance of companies concerned .


### member states should require listed companies to provide information on the gender composition of their boards as well as information on how they managed to meet the objectives laid down in this directive , on a yearly basis to the competent national authorities in order to enable them to assess the progress of each listed company towards gender balance among directors . such information should be published and , where the company in question has not met the objective , it should include a description of the measures that it has taken so far and intends to take in the future in order to meet the objective . ### member states should require listed companies to provide information on the gender composition of their boards as well as on the measures taken to meet the objectives laid down in this directive , on a yearly basis to the competent national authorities in order to enable them to assess the progress of each listed company towards gender balance among directors . such information should be published in the annual report and on the company ' s website and , where the company in question has not met the individually set targets , it should include a description of the measures that it has taken so far and intends to take in the future in order to meet those targets .


### where a listed company does not meet the objectives laid down in article 4 or its own individual commitments taken pursuant to paragraph 1 of this article , the information referred to in paragraph 2 of this article shall include the reasons for not reaching the objectives or commitments and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitments . ### where a listed company does not reach its own individual target figures as set in accordance with article 4 , the information referred to in paragraph 2 of this article shall include the reasons for not reaching the target figures and a description of the measures which the company has adopted or intends to adopt in order to meet the target figures .


### since listed companies should aim to increase the proportion of the under - represented sex in all decision - making positions , member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that members of the under - represented sex hold at least one third of all director positions , irrespective of whether they are executive or non - executive . ### since listed companies should aim to increase the proportion of the under - represented sex in all decision - making positions , member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that members of the under - represented sex hold at least 40 per cent of all director positions , irrespective of whether they are executive or non - executive .


### while this directive does not aim to harmonise national laws on the selection procedures and qualification criteria for board positions in detail , the introduction of certain minimum standards as regards the requirement for listed companies without balanced gender representation to take appointment decisions for non - executive directors on the basis of an objective comparative assessment of the qualifications of candidates in terms of suitability , competence and professional performance is necessary in order to attain gender balance among non - executives directors . only an eu - level measure can effectively help to ensure a competitive level - playing field throughout the union and avoid practical complications in business life . ### the introduction of requirements for companies to set individual targets and to develop gender policies in order to improve the gender balance among executive and non - executive directors and at all levels of management is necessary to ensure that companies take action on this important matter . the target figures should be ambitious and realistic for the individual company whilst taking into account company - specific and branch - specific characteristics .


### the methods of recruiting and appointing directors differ from one member state to another and from one company to another . they may involve the pre - selection of candidates to be presented to the shareholders ' assembly , for example by a nomination committee , the direct appointment of directors by individual shareholders or a vote in the shareholders ' assembly on individual candidates or lists of candidates . the requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned . in this respect , this directive only establishes a minimum harmonisation of selection procedures , making it possible to apply the conditions provided for by the case - law of the court of justice with a view to attaining the objective of a more balanced gender representation in the boards of listed companies . ### the methods of recruiting , selecting and appointing directors differ from one member state to another and from one company to another . they may involve the pre - selection of candidates to be presented to the shareholders ' assembly , for example by a nomination committee , the direct appointment of directors by individual shareholders or a vote in the shareholders ' assembly on individual candidates or lists of candidates . this directive respects the diversity of selection procedures which should be based on transparency and merit , while insisting that the aim of increasing the under - represented sex ' s participation on boards is attained . the requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned . in this respect , this directive allows for diversity of selection procedures , with a view to attaining the objective of a more balanced gender representation in the boards of listed companies . the provision of this directive does not unduly interfere with day - to - day management , since companies maintain the freedom to select candidates on the basis of qualifications or other objective relevant considerations .


### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors and about the measures taken in view of the objectives laid down in article 4 and in paragraph 1 of this article , and to publish that information in an appropriate and accessible manner on their website . ### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the following : the gender representation on their boards , distinguishing between non - executive and executive directors , b ) presentation and analysis of the specific measures taken in view of the objectives laid down in article 4 and in paragraph 1 and 1a of this article , c ) the specific measures planned for the following year , d ) the progress with regard to the objectives laid down in article 4 and paragraph 1 of this article . listed companies shall publish that information in an appropriate and accessible manner on their website and in their annual report .


### companies listed on stock exchanges enjoy a particular economic importance , visibility and impact on the market as a whole . the measures provided for in this directive should therefore apply to listed companies , which are defined as companies incorporated in a member state whose securities are admitted to trading on a regulated market within the meaning of article 4 of directive 2004 / 39 / ec of the european parliament and of the council of 21 april 2004 on markets in financial instruments , in one or more member states . these companies set standards for the economy in its entirety and their practices can be expected to be followed by other types of companies . the public nature of listed companies justifies that they be regulated to a greater extent in the public interest . ### companies listed on stock exchanges enjoy a particular economic importance , visibility and impact on the market as a whole . the measures provided for in this directive should therefore apply to listed companies , which are defined as companies incorporated in a member state whose securities are admitted to trading on a regulated market within the meaning of article 4 of directive 2004 / 39 / ec of the european parliament and of the council of 21 april 2004 on markets in financial instruments , in one or more member states . the measures described must also apply to major companies , i . e . those selling or invoicing to a value of over eur 1bn per annum and subsidiaries thereof invoicing over eur 100m and with at least five members on their board . these companies set standards for the economy in its entirety and their practices can be expected to be followed by other types of companies . the public nature of listed companies justifies that they be regulated to a greater extent in the public interest .


### the proportion of women on company boards is progressing very slowly , with an average annual increase of just 0 . 6 percentage points during the past years . the rate of improvement has differed in individual member states and has led to highly divergent results . much more significant progress was noted in the member states where binding measures have been introduced . growing discrepancies between member states are likely to increase given the very different approaches pursued by individual member states to increase the representation of females on boards that are being pursued by individual member states . ### the proportion of women on company boards is progressing very slowly , with an average annual increase of just 0 . 6 percentage points during the past years . the rate of improvement has differed in individual member states and has led to highly divergent results . much more significant progress was noted in the member states where binding measures have been introduced . however , a number of countries have reached similarly good results through voluntary mechanisms , backed up by solid welfare systems , beneficial to women ' s participation in the workforce . growing discrepancies between member states are likely to increase given the very different approaches pursued by individual member states to increase the representation of females on boards that are being pursued by individual member states .


### existing evidence also shows that labour market equality can improve economic growth substantially . enhancing female presence in the boardrooms of listed companies in the union not only affects the women appointed to boards , but also contributes to attracting female talent to the company and ensuring a greater presence of women at all levels of management and in the workforce . therefore , a higher share of women on company boards has a positive impact on closing both the gender employment gap and the gender pay gap . making full use of the existing female talent pool would constitute a marked improvement in terms of return on education for both individuals and the public sector . female under - representation in the board rooms of publicly listed companies in the eu is a missed opportunity in terms of achieving long - term sustainable growth for member states ' economies at large . ### existing evidence also shows that labour market equality can improve economic growth substantially . enhancing female presence in the boardrooms of listed companies in the union not only affects the women appointed to boards , but also contributes to attracting female talent to the company and ensuring a greater presence of women at all levels of management and in the workforce . therefore , a higher share of women on company boards should have a positive impact on closing both the gender employment gap and the gender pay gap . making full use of the existing female talent pool would constitute a marked improvement in terms of return on education for both individuals and the public sector . female under - representation in the board rooms of publicly listed companies in the eu is a missed opportunity in terms of achieving long - term sustainable growth for member states ' economies at large .


### this directive should not apply to micro , small and medium - sized enterprises , as defined by commission recommendation 2003 / 361 / ec of 6 may 2003 concerning the definition of micro , small and medium - sized enterprises , even if they are listed companies . ### this directive should not apply to micro , small and medium - sized enterprises , as defined by commission recommendation 2003 / 361 / ec of 6 may 2003 concerning the definition of micro , small and medium - sized enterprises , even if they are listed companies , however member states should put in place policies to support and incentivise smes to significantly improve the gender balance at all levels of management and on company boards .


### in order to attain the objective laid down in paragraph 1 , member states shall ensure that , in the selection of non - executive directors , priority shall be given to the candidate of the under - represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability , competence and professional performance , unless an objective assessment taking account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex . ### in order for listed companies to improve their gender balance , priority may be given to the candidate of the under - represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability , competence and professional performance , unless an objective assessment taking account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex .


### the proportion of women on company boards is progressing very slowly , with an average annual increase of just 0 . 6 percentage points during the past years . the rate of improvement has differed in individual member states and has led to highly divergent results . much more significant progress was noted in the member states where binding measures have been introduced . growing discrepancies between member states are likely to increase given the very different approaches pursued by individual member states to increase the representation of females on boards that are being pursued by individual member states . ### the proportion of women on company boards is progressing very slowly , with an average annual increase of just 0 . 6 percentage points during the past years . the rate of improvement has differed in individual member states and has led to highly divergent results . much more significant progress was noted in member states such as france , which set 2017 as its target for fulfilment of the objectives contained in the directive , meeting in less than two years the 20% target set for 2014 , or countries such as norway , which met the 40% target in three years . in both cases these results were achieve through binding measures . growing discrepancies between member states are likely to increase given the very different approaches pursued by individual member states to increase the representation of females on boards that are being pursued by individual member states .


### the sanctions must be effective , proportionate and dissuasive and may include the following measures : ### sanctions shall be imposed on companies for infringing the procedure of setting target figures , of drawing up a gender policy and of disclosing the relevant information in accordance with articles 4 and 5 of this directive . the sanctions must be effective , proportionate and dissuasive and may include the following measures :


### in line with that case - law , member states should ensure that the selection of the best qualified candidates for non - executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre - established , clear , neutrally formulated and unambiguous criteria . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is equally qualified as the candidate of the other sex in terms of suitability , competence and professional performance , and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sex . ### in line with that case - law , listed companies should be encouraged to base the selection of the best qualified candidates for non - executive directors on a comparative analysis of the qualifications of each candidate on the basis of pre - established , clear , neutrally formulated and unambiguous criteria . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority may be given to the candidate of the under - represented sex if that candidate is at least equally qualified . member states should ensure that companies that do not comply with the directive ' s key objectives disclose additional information on their recruitment , selection and appointment policies , and in particular explain measures they will implement to improve their gender balance in this regard .


### since listed companies should aim to increase the proportion of the under - represented sex in all decision - making positions , member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that members of the under - represented sex hold at least one third of all director positions , irrespective of whether they are executive or non - executive . ### since listed companies should aim to increase the proportion of the under - represented sex in all decision - making positions , member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that members of the under - represented sex hold at least one third of all director positions , irrespective of whether they are executive or non - executive . such companies shall , however , continue to set out in their annual reports and on their websites the gender balance among executive and non - executive directors , and their policies in this area , in accordance with article 5 , 5 and 5 of this directive .


### in several member states , a certain proportion of the non - executive directors can or must be appointed or elected by the company ' s workforce and / or organisations of workers pursuant to national law or practice . the quantitative objectives provided for in this directive should apply to all non - executive directors including employee representatives . however , the practical procedures for ensuring that those objectives are attained , taking into account the fact that some non - executive directors are employee representatives , should be defined by the member states concerned . ### in several member states , a certain proportion of the non - executive directors can or must be appointed or elected by the company ' s workforce and / or organisations of workers pursuant to national law or practice . the union ' s nomination of employee representatives to boards should take due regard to gender balance . however , the practical procedures for employee representatives should be defined by the member states concerned . it is important that employee organisations are involved in the development and implementation of gender policies in the company . employee representation on the boards of listed companies is also a positive way of enhancing diversity by including key perspectives and genuine knowledge of the internal workings of the company .


### meanwhile , drug and vaccine development processes are becoming more expensive and less effective . persistent health inequalities must be addressed , and access to effective and competent health systems must be ensured for all europeans . ### meanwhile , drug and vaccine development processes are becoming more expensive and less effective , while public health interventions , health promotion , risk factors reduction and prevention strategies proved to be cost - effective in the long term . persistent health inequalities must be addressed , and access to effective and competent health systems must be ensured for all europeans .


### an increasing disease and disability burden in the context of an aging population places further demands on health and care sectors . if effective health and care is to be maintained for all ages , efforts are required to improve decision making in prevention and treatment provision , to identify and support the dissemination of best practice in the health and care sectors , and to support integrated care and the wide uptake of technological , organisational and social innovations empowering in particular older persons as well as disabled persons to remain active and independent . doing so will contribute to increasing , and lengthening the duration of their physical , social , and mental well - being . ### an increasing disease and disability burden in the context of an aging population places further demands on health and care sectors . if effective health and care is to be maintained for all ages , efforts are required to improve decision making in prevention and treatment provision , to identify and support the dissemination of best practice in the health and care sectors , to empower citizens and patients through health literacy , and to support integrated care and the wide uptake of technological , organisational and social innovations empowering in particular older persons as well as disabled persons to remain active and independent . doing so will contribute to increasing , and lengthening the duration of their physical , social , and mental well - being .


### the cost of union health and social care systems is rising with care and prevention measures in all ages increasingly expensive , the number of europeans aged over 65 expected to nearly double from 85 million in 2008 to 151 million by 2060 , and those over 80 to rise from 22 to 61 million in the same period . reducing or containing these costs such that they do not become unsustainable depends in part on ensuring the lifelong health and wellbeing of all and therefore on the effective prevention , treatment and management of disease and disability . ### the cost of union health and social care systems is rising with care and prevention measures in all ages increasingly expensive , the number of europeans aged over 65 expected to nearly double from 85 million in 2008 to 151 million by 2060 , and those over 80 to rise from 22 to 61 million in the same period . reducing or containing these costs such that they do not become unsustainable depends in part on ensuring the lifelong mental and physical health and wellbeing of all and therefore on the effective prevention , treatment and management of disease and disability .


### similarly , the complexity of the challenge and the interdependency of its components demand a european level response . many approaches , tools and technologies have applicability across many of the research and innovation areas of this challenge and are best supported at union level . these include the development of long term cohorts and the conduct of clinical trials , the clinical use of ‘ - omics’ or the development of ict and their applications in healthcare practice , notably e - health . the requirements of specific populations are also best addressed in an integrated manner , for example in the development of stratified and / or personalised medicine , in the treatment of rare diseases , and in providing assisted and independent living solutions . ### similarly , the complexity of the challenge and the interdependency of its components demand a european level response . many approaches , tools and technologies have applicability across many of the research and innovation areas of this challenge and are best supported at union level . these include the support to health promotion and health literacy research , the development of long term cohorts and the conduct of clinical trials , the clinical use of ‘ - omics’ or the development of ict and their applications in healthcare practice , notably e - health . the requirements of specific populations are also best addressed in an integrated manner , for example in the development of stratified and / or personalised medicine , in the treatment of rare diseases , and in providing assisted and independent living solutions .


### an increasing disease and disability burden in the context of an aging population places further demands on health and care sectors . if effective health and care is to be maintained for all ages , efforts are required to improve decision making in prevention and treatment provision , to identify and support the dissemination of best practice in the health and care sectors , and to support integrated care and the wide uptake of technological , organisational and social innovations empowering in particular older persons as well as disabled persons to remain active and independent . doing so will contribute to increasing , and lengthening the duration of their physical , social , and mental well - being . ### an increasing disease and disability burden in the context of an aging population places further demands on health and care sectors . if effective health and care is to be maintained for all ages , efforts are required to improve decision making in prevention and treatment provision , to identify and support the dissemination of best practice in the health and care sectors , and to support integrated care and the wide uptake of technological , organisational and social innovations empowering in particular older persons , persons with chronic diseases as well as disabled persons to remain active and independent . doing so will contribute to increasing , and lengthening the duration of their physical , social , and mental well - being .


### the aim is to supply sufficient food , feed , biomass and other raw - materials , while safeguarding natural resources and enhancing ecosystems services , including coping with and mitigating climate change . the activities shall focus on more sustainable and productive agriculture and forestry systems which are both resource - efficient and resilient , while at the same time developing of services , concepts and policies for thriving rural livelihoods . ### the aim is to supply sufficient food , feed , biomass and other raw - materials , while safeguarding natural resources at the global level and enhancing ecosystems services , including protecting biodiversity and natural habitats , and coping with and mitigating climate change . the activities shall favour systemic approaches and focus on more sustainable and productive agriculture and forestry systems , including organic farming , which are both resource - efficient and resilient , while at the same time developing of services , concepts and policies aimed at ensuring a diversity of food production systems and thriving rural livelihoods .


### effective health promotion , supported by a robust evidence base , prevents disease , improves wellbeing and is cost effective . health promotion and disease prevention also depend on an understanding of the determinants of health , on effective preventive tools , such as vaccines , on effective health and disease surveillance and preparedness , and on effective screening programmes . ### effective health promotion , supported by a robust evidence base , prevents disease , improves mental and physical wellbeing and is cost effective . health promotion and disease prevention also depend on an understanding of the determinants of , and links between , physical and mental health , on effective preventive tools , such as vaccines , on effective health and disease surveillance and preparedness , and on effective screening programmes and early diagnosis .


### the response depends on excellence in research to improve our fundamental understanding of health , disease , disability , development and ageing , and on the seamless and widespread translation of the resulting and existing knowledge into innovative , scalable and effective products , strategies , interventions and services . furthermore , the pertinence of these challenges across europe and in many cases , globally , demands a response characterised by long term and coordinated support for co - operation between excellent , multidisciplinary and multi - sector teams . ### the response depends on excellence in research to improve our fundamental understanding of health , disease , disability , development and ageing , and on the seamless and widespread translation of the resulting and existing knowledge into innovative , scalable and effective prevention , products , strategies , interventions and services . furthermore , the pertinence of these challenges across europe and in many cases , globally , demands a response characterised by long term and coordinated support for co - operation between excellent , multidisciplinary and multi - sector teams .


### the cost of union health and social care systems is rising with care and prevention measures in all ages increasingly expensive , the number of europeans aged over 65 expected to nearly double from 85 million in 2008 to 151 million by 2060 , and those over 80 to rise from 22 to 61 million in the same period . reducing or containing these costs such that they do not become unsustainable depends in part on ensuring the lifelong health and wellbeing of all and therefore on the effective prevention , treatment and management of disease and disability . ### the cost of union health and social care systems is rising with care and prevention measures in all ages increasingly expensive , the number of europeans aged over 65 expected to nearly double from 85 million in 2008 to 151 million by 2060 , and those over 80 to rise from 22 to 61 million in the same period . reducing or containing these costs such that they do not become unsustainable depends in part on better informing and increasing the responsibility of citizens regarding health determinants in order to ensure the lifelong health and wellbeing of all and therefore on the effective prevention , treatment and management of disease and disability .


### member states shall ensure that contracting authorities may take into account the need to ensure quality , continuity , accessibility , availability and comprehensiveness of the services , the specific needs of different categories of users , the involvement and empowerment of users and innovation . member states may also provide that the choice of the service provider shall not be made solely on the basis of the price for the provision of the service . ### member states shall ensure that contracting authorities take into account the need to ensure high quality , continuity , accessibility , affordability , availability and comprehensiveness of the services , the specific needs of different categories of users , including disadvantaged and vulnerable groups , the involvement and empowerment of users and innovation . member states shall provide that the choice of the service provider shall not be made solely on the basis of the price for the provision of the service , but take into account quality and sustainability criteria for social services as set out above .


### member states shall ensure that contracting authorities may take into account the need to ensure quality , continuity , accessibility , availability and comprehensiveness of the services , the specific needs of different categories of users , the involvement and empowerment of users and innovation . member states may also provide that the choice of the service provider shall not be made solely on the basis of the price for the provision of the service . ### member states shall ensure that contracting authorities may take into account the need to ensure quality , continuity , accessibility , availability and comprehensiveness of the services , the specific needs of different categories of users , the involvement and empowerment of users and innovation . they shall ensure that the choice of the service provider is not made solely on the basis of the price for the provision of the service .


### member states shall put in place appropriate procedures for the award of contracts subject to this chapter , ensuring full compliance with the principles of transparency and equal treatment of economic operators and allowing contracting authorities to take into account the specificities of the services in question . ### member states shall put in place appropriate procedures for the award of contracts subject to this chapter , ensuring full compliance with the principles of transparency , non - discrimination and equal treatment of economic operators and allowing contracting authorities to take into account the specificities of the services in question .


### member states shall ensure that contracting authorities may take into account the need to ensure quality , continuity , accessibility , availability and comprehensiveness of the services , the specific needs of different categories of users , the involvement and empowerment of users and innovation . member states may also provide that the choice of the service provider shall not be made solely on the basis of the price for the provision of the service . ### member states shall ensure that contracting authorities may take into account the need to ensure a high level of quality , continuity , accessibility , availability and comprehensiveness of the services , the specific needs of different categories of users , including disadvantages and vulnerable groups , the necessity to promote the participation of smes , the involvement and empowerment of users and innovation . member states may also provide that the choice of the service provider shall not be made solely on the basis of the price for the provision of the service .


### these characteristics may also refer to the specific process of production or provision of the requested works , supplies or services or of any other stage of its life cycle as referred to in point of article 2 . ### more detailed characteristics concerning the specific process of production or provision of the requested works , supplies or services or of any other stage of its life cycle as referred to in point of article 2 may be listed as guidelines but may not exclude any economic operator from participating in the procurement procedure .


### it is of utmost importance to fully exploit the potential of public procurement to achieve the objectives of the europe 2020 strategy for sustainable growth . in view of the important differences between individual sectors and markets , it would however not be appropriate to set general mandatory requirements for environmental , social and innovation procurement . the union legislature has already set mandatory procurement requirements for obtaining specific goals in the sectors of road transport vehicles and office equipment no 106 / 2008 of the european parliament and the council of 15 january 2008 on a community energy - efficiency labelling programme for office equipment ) . in addition , the definition of common methodologies for life cycle costing has significantly advanced . it therefore appears appropriate to continue on that path , leaving it to sector - specific legislation to set mandatory objectives and targets in function of the particular policies and conditions prevailing in the relevant sector and to promote the development and use of european approaches to life - cycle costing as a further underpinning for the use of public procurement in support of sustainable growth . ### it is of utmost importance to fully exploit the potential of public procurement to achieve the objectives of the europe 2020 strategy for sustainable growth . in view of the important differences between individual sectors and markets , it would however not be appropriate to set general mandatory requirements for environmental , social and innovation procurement . the union legislature has already set mandatory procurement requirements for obtaining specific goals in the sectors of road transport vehicles and office equipment no 106 / 2008 of the european parliament and the council of 15 january 2008 on a community energy - efficiency labelling programme for office equipment ) . in addition , the definition of common methodologies for life cycle costing has significantly advanced . it therefore appears appropriate to continue on that path , leaving it to sector - specific legislation to set mandatory objectives and targets in function of the particular policies and conditions prevailing in the relevant sector and to promote the development and use of european approaches to life - cycle costing as a further underpinning for the use of public procurement in support of sustainable growth . furthermore , the possibility to take into account environmental considerations that go beyond minimum or fully harmonized eu - legislation or the like , are welcomed . requirements , award criteria or contract clauses etc . must in all cases be in line with the fundamental principles of eu law .


### the most economically advantageous tender referred to in point of paragraph 1 from the point of view of the contracting authority shall be identified on the basis of criteria linked to the subject - matter of the public contract in question . those criteria shall include , in addition to the price or costs referred to in point of paragraph 1 , other criteria linked to the subject - matter of the public contract in question , such as : ### the most economically advantageous tender referred to in point of paragraph 1 from the point of view of the contracting authority shall be identified on the basis of criteria linked to the subject - matter of the public contract in question . those criteria shall include , in addition to the price , other criteria linked to the subject - matter of the public contract in question , such as :


### what constitutes a sufficient interest and impairment of a right shall be determined by the member states , consistently with the objective of giving the public concerned wide access to justice . to this end , the interest of any non - governmental organisation promoting environmental protection and meeting any requirements under national law shall be deemed sufficient for the purpose of paragraph 2 . ### what constitutes a sufficient interest and impairment of a right shall be determined by the member states , consistently with the objective of giving the public concerned wide access to justice . to this end , the interest of any non - governmental organisation promoting environmental or public health protection and meeting any requirements under national law shall be deemed sufficient for the purpose of paragraph 2 .


### in order to promote access to information on the environment , in accordance with the aarhus convention on access to information , public participation in decision - making and access to justice in environmental matters , which was approved on behalf of the union by council decision 2005 / 370 / ec of 17 february 2005 on the conclusion , on behalf of the european community , of the convention on access to information , public participation in decision - making and access to justice in environmental matters , the level and quality of information to the public should be improved . in particular , persons likely to be affected by a major accident should be given sufficient information to inform them of the correct action to be taken in that event . in addition to providing information in an active way , without the public having to submit a request , and without precluding other forms of dissemination , it should also be made available permanently and kept up to date on the internet . at the same time there should be appropriate confidentiality safeguards , to address security - related concerns , among others . ### in order to promote access to information on the environment , in accordance with the aarhus convention on access to information , public participation in decision - making and access to justice in environmental matters , which was approved on behalf of the union by council decision 2005 / 370 / ec of 17 february 2005 on the conclusion , on behalf of the european community , of the convention on access to information , public participation in decision - making and access to justice in environmental matters , the level and quality of information to the public should be improved . in particular , persons likely to be affected by a major accident should be given sufficient information to inform them of the correct action to be taken in that event . in addition to providing information in an active way , without the public having to submit a request , and without precluding other forms of dissemination , it should also be made available permanently and kept up to date on the internet . in order to achieve greater transparency , more detailed and comprehensive information , including in the form of documents , should be made available upon request . at the same time there should be appropriate confidentiality safeguards to address security - related concerns , among others , to be provided on a case - by - case basis , in line with the restrictive criteria and conditions set out under the aarhus convention .


### the commission shall regularly convene a forum composed of representatives of the competent authorities of the member states . the competent authorities and the commission shall cooperate in activities in support of implementation of this directive . ### the commission shall establish and at least annually convene a seveso forum composed of representatives of member states , and an equal representation between the industries concerned , representatives of workers and non - governmental organisations promoting health and environmental protection . that forum shall cooperate with the commission in activities in support of implementation and technical adaptations of this directive . the commission shall obtain the opinion of the seveso forum on the practical arrangements and in particular on the following : the rules of procedure of the forum ; the mandate of the forum considering the points mentioned under paragraph 3 . the commission shall make publicly available the opinions of the forum and shall take these into account for the procedures laid down under this article .


### the period between two site visits shall be based on a systematic appraisal of the major - accident hazards of the establishments concerned and shall not exceed one year for upper - tier establishments and three years for lower - tier establishments . if an inspection has identified an important case of non - compliance with this directive , an additional site visit shall be carried out within six months . ### the period between two site visits shall not exceed one year for upper - tier establishments and three years for lower - tier establishments , unless the competent authority has elaborated an inspection programme based on a systematic appraisal of major - accident hazards of the establishments concerned . if an inspection has identified an important case of non - compliance with this directive , an additional site visit shall be carried out within six months .


### member states shall ensure that , members of the public concerned are able to seek a review in accordance with article 6 of directive 2003 / 4 / ec of the acts or omissions of a competent authority in relation to any request for information pursuant to article 13 or article 21 of this directive . member states shall ensure that , in accordance with the relevant national legal system , members of the public concerned have access to a review procedure before a court of law or another independent and impartial body established by law to challenge the substantive or procedural legality of decisions , acts or omissions relating to cases subject to article 14 where : ### member states shall ensure that , members of the public concerned are able to seek a review in accordance with article 6 of directive 2003 / 4 / ec of the acts or omissions of a competent authority in relation to any request for information pursuant to article 13 or article 21 of this directive . member states shall ensure that , in accordance with the relevant national legal system , members of the public concerned have access to a review procedure before a court of law or another independent and impartial body established by law to challenge the procedural legality of decisions , acts or omissions relating to cases subject to article 14 where :


### any fire or explosion or accidental discharge of a dangerous substance involving a quantity of at least 1 % of the qualifying quantity laid down in column 3 of annex i . ### any fire or explosion or accidental discharge of a dangerous substance involving , a quantity of at least 5 % of the qualifying quantity laid down in column 3 of annex i .


### member states shall ensure that the information referred to in annex v is permanently available to the public , including in an electronic format . the information shall be reviewed and where necessary updated at least once a year . ### member states shall ensure that the information referred to in annex v is permanently available to the public , including in an electronic format . the information shall be reviewed and where necessary updated every three years .


### member states shall ensure that the public is able to give its opinion on the following matters : ### member states shall ensure that the public is given early and effective opportunities to participate in the following matters :


### where the member state concerned has decided that an establishment close to the territory of another member state is incapable of creating a major - accident hazard beyond its boundary for the purposes of article 11 and is not therefore required to produce an external emergency plan under article 11 , it shall so inform the other member state . ### where the member state concerned has decided that an establishment close to the territory of another member state is incapable of creating a major - accident hazard beyond its boundary for the purposes of article 11 and is not therefore required to produce an external emergency plan under article 11 , it shall inform the other member state of that decision and of its reasons for taking that decision .


### where a credit rating agency has committed intentionally or with gross negligence any of the infringements listed in annex iii having an impact on a credit rating on which an investor has relied when purchasing a rated instrument , such an investor may bring an action against that credit rating agency for any damage caused to that investor . ### where a credit rating agency has been deemed by esma ' s board of supervisors to have committed intentionally or with gross negligence any of the infringements listed in annex iii in accordance with article 23e and where this has caused an impact on a credit rating on which an investor has relied when purchasing a rated instrument , such an investor may bring an action against that credit rating agency for any resulting damage caused to that investor .


### where an investor establishes facts from which it may be inferred that a credit rating agency has committed any of the infringements listed in annex iii , it will be for the credit rating agency to prove that it has not committed that infringement or that that infringement did not have an impact on the issued credit rating . ### where an investor brings action against a credit rating agency for damage caused due to a credit rating issued in breach of this regulation in accordance with article 35a , the burden shall be on the investor to prove that the infringement had an impact on the issued credit rating and that this impact influenced the investor ' s investment decision .


### it is necessary to clarify the conditions under which modifications of a concession during its execution require a new award procedure , taking into account the relevant case - law of the court of justice of the european union . a new award procedure is required in case of material changes to the initial concession , demonstrating the intention of the parties to renegotiate essential terms or conditions of that concession . this is notably the case if the amended conditions would have had an influence on the outcome of the procedure , had they been part of the initial procedure . an exceptional and temporary extension of the term of the concession strictly aimed at ensuring the continuity of the provision of the service pending the award of a new concession should not normally qualify as a material change to the initial concession . ### it is necessary to clarify the conditions under which modifications of a concession during its execution require a new award procedure , taking into account the relevant case - law of the court of justice of the european union . any concession in progress may be modified by means of a supplementary agreement , subject to the provisions of this directive . a new award procedure is required , however , in the case of material changes to the initial concession , demonstrating the intention of the parties to renegotiate essential terms or conditions of that concession . this is notably the case if the amended conditions would have had an influence on the outcome of the procedure , had they been part of the initial procedure . an exceptional and temporary extension of the term of the concession strictly aimed at ensuring the continuity of the provision of the service pending the award of a new concession should not normally qualify as a material change to the initial concession .


### there is no private participation in the controlled legal person . ### there is no private participation in the controlled legal person , except where this is a mandatory statutory requirement in the relevant member states .


### it is necessary to clarify the conditions under which modifications of a concession during its execution require a new award procedure , taking into account the relevant case - law of the court of justice of the european union . a new award procedure is required in case of material changes to the initial concession , demonstrating the intention of the parties to renegotiate essential terms or conditions of that concession . this is notably the case if the amended conditions would have had an influence on the outcome of the procedure , had they been part of the initial procedure . an exceptional and temporary extension of the term of the concession strictly aimed at ensuring the continuity of the provision of the service pending the award of a new concession should not normally qualify as a material change to the initial concession . ### it is necessary to clarify the conditions under which modifications of a concession during its execution require a new award procedure , taking into account the relevant case - law of the court of justice of the european union . any concession in force may be modified by means of a supplementary agreement . a new award procedure is required , however , in the case of material changes to the initial concession , demonstrating the intention of the parties to renegotiate essential terms or conditions of that concession . this is notably the case if the amended conditions would have had an influence on the outcome of the procedure , had they been part of the initial procedure . an exceptional and temporary extension of the term of the concession strictly aimed at ensuring the continuity of the provision of the service pending the award of a new concession should not normally qualify as a material change to the initial concession . nevertheless , where a contract has reached its term the grantor and the concessionaire shall refrain from extensions for purposes of investments not essential to the performance of the concession and which would be implemented solely with a view to extending the duration thereof .


### the decision - making bodies of the controlled legal person are composed of representatives of all participating contracting authorities or contracting entities as referred to in paragraph 1 subparagraph 1 of article 4 ; ### the decision - making bodies of the controlled legal person are composed of representatives of the participating contracting authorities or contracting entities as referred to in paragraph 1 subparagraph 1 of article 4 ;


### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as land lease contracts whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services . ### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as land lease contracts , including maritime areas , whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services .


### in order to increase the attractiveness of railway services for passengers , member states should be in a position to require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations . if such a scheme is established , it should be ensured that it does not create market distortion or discriminate between railway undertakings . ### in order to increase the attractiveness of railway services for passengers , railway undertakings operating domestic passenger services should cooperate with one another to set up a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations . if such a scheme is established , it should be ensured that it does not create market distortion or discriminate between railway undertakings .


### by the same date , the commission shall assess whether discriminatory practices or other types of distortion of competition persist in relation to infrastructure managers which are part of a vertically integrated undertaking . the commission shall , if appropriate , propose new legislative measures . ### by the same date , the european regulatory body shall assess whether discriminatory practices or other types of distortion of competition persist and shall publish recommendations for further policy measures . the commission shall , if appropriate , propose new legislative measures based on the recommendations of the network of regulatory bodies .


### in order to increase the attractiveness of railway services for passengers , member states should be in a position to require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations . if such a scheme is established , it should be ensured that it does not create market distortion or discriminate between railway undertakings . ### in order to increase the attractiveness of railway services for passengers , member states should require railway undertakings operating domestic and international passenger services to participate in a common information and through ticketing scheme for the supply of tickets , through - tickets and reservations . such a scheme should not create market distortion or discriminate between railway undertakings .


### without prejudice to regulation no 1371 / 2007 and directive 2010 / 40 / eu , member states may require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations or decide to give the power to competent authorities to establish such a scheme . if such a scheme is established , member states shall ensure that it does not create market distortion or discriminate between railway undertakings and that it is managed by a public or private legal entity or an association of all railway undertakings operating passenger services . ### without prejudice to regulation no 1371 / 2007 and directive 2010 / 40 / eu , member states shall require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations or decide to give the power to competent authorities to establish such a scheme . if such a scheme is established , member states shall ensure that it does not create market distortion or discriminate between railway undertakings and that it is managed by a public or private legal entity or an association of all railway undertakings operating passenger services .


### the existing requirements for the independence of infrastructure managers from railway transport undertakings , as laid down in directive 2012 / 34 / eu , only cover the essential functions of the infrastructure manager , which are the decision - making on train path allocation , and the decision - making on infrastructure charging . it is however necessary that all the functions are exercised in an independent way , since other functions may equally be used to discriminate against competitors . this is in particular true for decisions on investments or on maintenance which may be made to favour the parts of the network which are mainly used by the transport operators of the integrated undertaking . decisions on the planning of maintenance works may influence the availability of train paths for the competitors . ### the existing requirements for the independence of infrastructure managers from railway transport undertakings , as laid down in directive 2012 / 34 / eu , only cover the essential functions of the infrastructure manager , which are the decision - making on train path allocation , and the decision - making on infrastructure charging . it is however necessary that all the functions are exercised in an independent way , since other functions may equally be used to discriminate against competitors . this is in particular true for decisions on access to ticketing services , stations and depots , on investments or on maintenance which may be made to favour the parts of the network which are mainly used by the transport operators of the integrated undertaking . decisions on the planning of maintenance works may influence the availability of train paths for the competitors .


### the network shall participate in the market monitoring activities referred to in article 15 and benchmark the efficiency of infrastructure managers on the basis of common indicators and quality criteria , such as the reliability , capacity , availability , punctuality and safety of their networks , asset quality and utilisation , maintenance , renewals , enhancements , investments and financial efficiency . ### the network shall participate in the market monitoring activities referred to in article 15 and benchmark the efficiency of infrastructure managers on the basis of common indicators and quality criteria , such as the reliability , capacity , availability , punctuality and safety of their networks , asset quality and utilisation , maintenance , renewals , enhancements , investments , transparency of the charging framework and of the charging rules and financial efficiency .


### member states should therefore be required to ensure that the same legal or natural person or persons are not entitled to exercise control over an infrastructure manager and , at the same time , exercise control or any right over a railway undertaking . conversely , control over a railway undertaking should preclude the possibility of exercising control or any right over an infrastructure manager . ### this directive aims to establish free and fair competition between all railway undertakings , and therefore precludes a railway undertaking from retaining a vertically integrated model as defined in article 3 .


### cross - border issues should be addressed efficiently between infrastructure managers of the different member states through the establishment of a european network of infrastructure managers . ### cross - border issues such as track - access charges should be addressed efficiently between infrastructure managers of the different member states through the establishment of a european network of infrastructure managers .


### the coordination committee shall draw up rules of procedure that include , in particular , rules on participation in and frequency of meetings which shall be at least quarterly . a report of the coordination committee ' s discussions shall be submitted annually to the infrastructure manager , the member state , the regulatory body concerned and the commission with an indication of the respective positions taken by the committee members . ### the coordination committee shall draw up rules of procedure that include , in particular , rules on participation in and frequency of meetings which shall be at least quarterly . the rules of procedure shall include the regular consultation of the users of the rail freight and passenger transport services and , in any case , at least once a year . a report of the coordination committee ' s discussions shall be submitted annually to the infrastructure manager , the member state , the regulatory body and users of the rail freight and passenger transport services concerned and the commission with an indication of the respective positions taken by the committee


### member states may limit the right of access provided for in article 10 to passenger services between a given place of departure and a given destination when one or more public service contracts cover the same route or an alternative route if the exercise of this right would compromise the economic equilibrium of the public service contract or contracts in question . ### member states may limit the right of access provided for in article 10 to passenger services between a given place of departure and a given destination when one or more public service contracts cover the same route or an alternative route if the exercise of this right compromises the economic equilibrium of the public service contract or contracts in question .


### in order to increase the attractiveness of railway services for passengers , member states should be in a position to require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations . if such a scheme is established , it should be ensured that it does not create market distortion or discriminate between railway undertakings . ### in order to increase the attractiveness of railway services for passengers , member states should require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations . such a scheme should ensure that it does not create market distortion or discriminate between railway undertakings .


### without prejudice to regulation no 1371 / 2007 and directive 2010 / 40 / eu , member states may require railway undertakings operating domestic passenger services to participate in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations or decide to give the power to competent authorities to establish such a scheme . if such a scheme is established , member states shall ensure that it does not create market distortion or discriminate between railway undertakings and that it is managed by a public or private legal entity or an association of all railway undertakings operating passenger services . ### without prejudice to regulation no 1371 / 2007 and directive 2010 / 40 / eu , railway undertakings operating domestic passenger services shall work together with a view to participating in a common information and integrated ticketing scheme for the supply of tickets , through - tickets and reservations . member states may decide to give the power to competent authorities to establish such a scheme . if such a scheme is established , member states shall ensure that it does not create market distortion or discriminate between railway undertakings and that it is managed by a public or private legal entity or an association of all railway undertakings operating the passenger services concerned .


### points 5 to 8 of article 1 shall apply from 1 january 2018 [ in time for the working timetable starting on 14 december 2019 ] . ### points 5 to 8 of article 1 shall apply from 1 january 2017 [ in time for the working timetable starting on 14 december 2018 ] .