### in its communication to the european parliament and to the council on better regulation for better results – an eu agenda31 , the commission stressed that when considering policy solutions , it will consider both regulatory and well - designed non - regulatory means , modelled on the community of practice and the principles for better self - and co - regulation32 . a number of codes set up in the areas coordinated by the directive have proved to be well designed , in line with the principles for better self - and co - regulation . the existence of a legislative backstop has been considered an important success factor in promoting compliance with a self - or co - regulatory codes . it is equally important that the codes establish specific targets and objectives allowing for the regular , transparent and independent monitoring and evaluation of the objectives aimed by the codes . graduated sanctions which maintain an element of proportionality are usually considered to be an effective approach in enforcing a scheme . these principles should be followed by the self - and co - regulatory codes adopted in the areas coordinated by this directive . __________________ 31 com 215 final . 32 https : / / ec . europa . eu / digital - single - market / communities / better - self - and - co - regulation . ### in its communication to the european parliament and to the council on better regulation for better results – an eu agenda31 , the commission stressed that when considering policy solutions , it will consider both regulatory and non - regulatory means , modelled on the community of practice and the principles for better self - and co - regulation32 . a number of codes set up in the areas coordinated by the directive have proved to be well designed , constituting a useful alternative or complementary means to legislative action , in line with the principles for better self - and co - regulation . the existence of a legislative backstop has been considered an important success factor in promoting compliance with self - or co - regulatory codes . member states should ensure the enforcement of self - regulatory or co - regulatory codes . it is equally important that the codes establish specific targets and objectives allowing for the regular , efficient , transparent and independent monitoring and evaluation of the objectives aimed by the codes . graduated sanctions which maintain an element of proportionality are usually considered to be an effective approach in enforcing a scheme . these principles should be followed by the self - and co - regulatory codes adopted in the areas coordinated by this directive . __________________ 31 com 215 final . 32 https : / / ec . europa . eu / digital - single - market / communities / better - self - and - co - regulation .


### many broadcasters are part of larger media groups and make announcements not only in connection with their own programmes and ancillary products directly derived from those programmes but also in relation with programmes from other entities belonging to the same media group . transmission time allotted to announcements made by the broadcaster in connection with programmes from other entities belonging to the same media group should not be included in the maximum amount of daily transmission time that may be allotted to advertising and teleshopping . ### many broadcasters provide several channels and particular channels make announcements not only in connection with programmes broadcast on that particular channel and ancillary products and services directly derived from those programmes but also in relation with programmes from other channels belonging to the same broadcaster . transmission time allotted to announcements made by the broadcaster in connection with programmes from other channels belonging to the same broadcaster should also not be included in the maximum amount of daily transmission time that may be allotted to advertising and teleshopping as transmission time for public services announcements and charity appeals .


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


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


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


### a contact committee is established under the aegis of the commission . it shall be composed of representatives of the competent authorities of the member states . it shall be chaired by a representative of the commission and meet either on his initiative or at the request of the delegation of a member state . ### in article 29 , paragraph 1 , is replaced by the following : a contact committee is established under the aegis of the commission . it shall be composed of representatives of the competent bodies or authorities of the member states and four members of the european parliament as observers , nominated every three years . it shall be chaired by a representative of the commission and meet either on his initiative or at the request of the delegation of a member state .


### the commission and erga shall encourage the exchange of best practices on self - and co - regulatory systems across the union . if considered appropriate , the commission shall facilitate the development of union codes of conduct . ### the commission and erga shall ensure the exchange of best practices on self - and co - regulatory systems across the union . where necessary , the commission and the erga shall develop and promote the adoption of union codes of conduct .


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


### to cooperate and provide its members with the information necessary for the application of this directive , in particular as regards articles 3 and 4 thereof ; ### to cooperate and provide its members and the contact committee with the information necessary for the application of this directive , in particular as regards articles 3 and 4 thereof ;


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


### in order to remove barriers to the free circulation of cross - border services within the union , it is necessary to ensure the effectiveness of self - and co - regulatory measures aiming , in particular , at protecting consumers or public health . when well enforced and monitored , codes of conduct at union level might be a good means of ensuring a more coherent and effective approach . ### in order to ensure a high level of consumer protection and public health while removing barriers to the free circulation of cross - border services within the union , it is necessary to ensure the effectiveness of self - and co - regulatory measures aiming , in particular , at protecting consumers or public health . when well enforced and monitored , codes of conduct at union level might be a good means of ensuring a more coherent and effective approach . they should be of assistance to the national regulatory authorities in the drafting of their national codes of conduct and help improve coherence in the implementation of directive 2010 / 13 / eu .


### in cases where a member state : has exercised its freedom under paragraph 1 to adopt more detailed or stricter rules of general public interest ; and assesses that a broadcaster under the jurisdiction of another member state provides a television broadcast which is wholly or mostly directed towards its territory ; it may contact the member state having jurisdiction with a view to achieving a mutually satisfactory solution to any problems posed . on receipt of a substantiated request by the first member state , the member state having jurisdiction shall request the broadcaster to comply with the rules of general public interest in question . the member state having jurisdiction shall inform the first member state of the results obtained following this request within 2 months . either member state may invite the contact committee established pursuant to article 29 to examine the case . ### in article 4 , paragraph 2 is deleted ;


### in its communication to the european parliament and to the council on better regulation for better results – an eu agenda31 , the commission stressed that when considering policy solutions , it will consider both regulatory and well - designed non - regulatory means , modelled on the community of practice and the principles for better self - and co - regulation32 . a number of codes set up in the areas coordinated by the directive have proved to be well designed , in line with the principles for better self - and co - regulation . the existence of a legislative backstop has been considered an important success factor in promoting compliance with a self - or co - regulatory code . it is equally important that the codes establish specific targets and objectives allowing for the regular , transparent and independent monitoring and evaluation of the objectives aimed by the codes . graduated sanctions which maintain an element of proportionality are usually considered to be an effective approach in enforcing a scheme . these principles should be followed by the self - and co - regulatory codes adopted in the areas coordinated by this directive . __________________ 31 com 215 final 32 https : / / ec . europa . eu / digital - single - market / communities / better - self - and - co - regulation ### in its communication to the european parliament and to the council on better regulation for better results – an eu agenda31 , the commission stressed that when considering policy solutions , it will consider both regulatory and non - regulatory means , modelled on the community of practice and the principles for better self - and co - regulation32 . a number of codes set up in the areas coordinated by the directive have proved to be well designed , in line with the principles for better self - and co - regulation . the existence of a legislative backstop has been considered an important success factor in promoting compliance with a self - or co - regulatory code . it is equally important that the codes establish specific targets and objectives allowing for the regular , transparent and independent monitoring and evaluation of the objectives aimed by the codes . graduated sanctions which maintain an element of proportionality are usually considered to be an effective approach in enforcing a scheme . these principles should be followed by the self - and co - regulatory codes adopted in the areas coordinated by this directive . __________________ 31 com 215 final 32 https : / / ec . europa . eu / digital - single - market / communities / better - self - and - co - regulation


### directive 2000 / 31 / ec shall apply unless otherwise provided for in this directive . in the event of a conflict between a provision of directive 2000 / 31 / ec and a provision of this directive , the provisions of this directive shall prevail , unless otherwise provided for in this directive . ### paragraph 8 is deleted ;


### most customs control equipment may be equally or incidentally fit for controls of compliance with other legislation , such as provisions on border management , visa or police cooperation . the integrated border management fund has therefore been conceived as two complementary instruments with distinct but coherent scopes for the purchase of equipment . on the one hand , the instrument for border management and visa established by regulation [ 2018 / xxx ] 25 will exclude equipment that can be used for both border management and customs control . on the other hand , the instrument for financial support for customs control equipment established by this regulation will not only support financially equipment with customs controls as the main purpose but will also allow its use as well for additional purposes such as border controls and security . this distribution of roles will foster inter - agency cooperation as a component of the european integrated border management approach , as referred to in article 4 of regulation 2016 / 162426 , thereby enabling customs and border authorities to work together and maximising the impact of the union budget through co - sharing and inter - operability of control equipment . __________________ 25 com 473 . 26 regulation 2016 / 1624 of the european parliament and of the council of 14 september 2016 on the european border and coast guard and amending regulation 2016 / 399 of the european parliament and of the council and repealing regulation no 863 / 2007 of the european parliament and of the council , council regulation no 2007 / 2004 and council decision 2005 / 267 / ec . ### most customs control equipment may be equally or incidentally fit for controls of compliance with other legislation , such as provisions on border management , visa or police cooperation . the integrated border management fund has therefore been conceived as two complementary instruments with distinct but coherent scopes for the purchase of equipment . on the one hand , the instrument for border management and visa established by regulation [ 2018 / xxx ] 25 will exclude equipment that can be used for both border management and customs control . on the other hand , the instrument for financial support for customs control equipment established by this regulation will not only support financially equipment with customs controls as the main purpose but will also allow its use as well for additional purposes such as border controls and security , assuming such use is neither systematic nor regular . this distribution of roles will foster inter - agency cooperation as a component of the european integrated border management approach , as referred to in article 4 of regulation 2016 / 162426 , thereby enabling customs and border authorities to work together and maximising the impact of the union budget through co - sharing and inter - operability of control equipment . __________________ 25 com 473 . 26 regulation 2016 / 1624 of the european parliament and of the council of 14 september 2016 on the european border and coast guard and amending regulation 2016 / 399 of the european parliament and of the council and repealing regulation no 863 / 2007 of the european parliament and of the council , council regulation no 2007 / 2004 and council decision 2005 / 267 / ec .


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


### as customs authorities of the member states have been taking up an increasing number of responsibilities , which often extend to the field of security and take place at the external border , ensuring equivalence in carrying out border control and customs control at the external borders needs to be addressed by providing adequate union financial support to the member states . it is equally important to promote inter - agency cooperation at union borders as regards controls of goods and controls of persons among the national authorities in each member state that are responsible for border control or for other tasks carried out at the border . ### as customs authorities of the member states have been taking up an increasing number of responsibilities , which often extend to the field of security and take place at the external border , ensuring equivalence in carrying out border control and customs control at the external borders needs to be addressed by providing adequate union financial support to the member states . it is equally important to promote inter - agency cooperation at union borders as regards controls of goods and controls of persons among the national authorities in each member state that are responsible for border control or for other tasks carried out at the border , while considering cybersecurity .


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


### the commission shall implement information and communication actions relating to the instrument , and its actions and results . financial resources allocated to the instrument shall also contribute to the corporate communication of the political priorities of the union , as far as they are related to the objectives referred to in article 3 . ### the commission shall provide information to the public relating to the instrument , its actions and results .


### a common definition of a minimum and an optimal standard of customs control equipment by reference to the category of border crossing points and ### a common definition of a minimum technical standard of customs control equipment by reference to the category of border crossing points ;


### the recipients of union funding shall acknowledge the origin and ensure the visibility of the union funding by providing coherent , effective and proportionate targeted information to multiple audiences , including the media and the public . ### the recipients of union funding shall acknowledge the origin and ensure the visibility of the union funding by providing coherent , effective and proportionate targeted information to multiple audiences , including the media and the public , thereby showing the union added value and aiding the data gathering efforts of the commission in order to enhance budgetary transparency .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted . ### however , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted where the public interest provides a compelling reason to do so .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may require a physical presence before a competent authority where the public interest provides a compelling reason to do so .


### in order to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , an independent expert report should be required to be prepared in order to assess the proposed cross - border conversion . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### in order to assess the planned cross - border conversion , the report of an independent expert should be required , reviewing the accuracy of the information in the draft terms of conversion and in the report to the members and employees . in order to assess the accuracy of the information contained in the draft terms of conversion and in the report addressed to the members and employees , an independent expert report should be required to be prepared in order to assess the proposed cross - border conversion in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available .


### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that stakeholders , and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare separate reports detailing the legal and economic aspects of the cross - border merger for both members and for employees . the obligation on the management or administrative organ of the company to prepare the report for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ . ### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that stakeholders , and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare a separate report detailing the legal and economic aspects of the cross - border merger for both members and for employees . the obligation on the management or administrative organ of the company to prepare the report for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . in this case the report should be limited to the information relevant to the employees . however , the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ .


### member states shall ensure that the decision to issue the pre - conversion certificate is sent to the authorities referred to in article 86m and that the decisions to issue or refuse to issue a pre - conversion certificate are available through the system of interconnection of registers set up in accordance with article 22 . ### member states shall ensure that the decision to issue the pre - conversion certificate is sent to the competent authorities of the destination member state and that the decisions to issue or refuse to issue a pre - conversion certificate are available through the system of interconnection of registers set up in accordance with article 22 .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority of a member state where relevant information and documents are required to be submitted . ### however , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted where the public interest provides a compelling reason to do so .


### the reports referred to in articles 160g , 160h and 160i , as appropriate ; ### the reports referred to in articles 160g and 160i , as appropriate ;


### the draft terms and reports submitted under article 86g do not have to be re - submitted to the competent authority . ### the draft terms and reports submitted under article 86h do not have to be re - submitted to the competent authority .


### however , member states may take measures in cases of genuine suspicion of fraud based on reasonable grounds which could require a physical presence before a competent authority of a member state in which the relevant information and documents are required to be submitted . ### however , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted where the public interest provides a compelling reason to do so .


### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company carrying out the cross - border conversion applies to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the report referred to in article 86e , subject to the proviso set out in paragraph 6 of this article .


### the right to convert an existing company formed in a member state into a company governed by another member state may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . in order to combat such possible abuses , a general principle of union law , member states are required to ensure that companies do not use the cross - border conversion procedure in order to create artificial arrangements aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in so far as it constitutes a derogation from a fundamental freedom , the fight against abuses must be interpreted strictly and be based on an individual assessment of all relevant circumstances . a procedural and substantive framework which describes the margin of discretion and allows for the diversity of approach by member states whilst at the same time setting out the requirements to streamline the actions to be taken by national authorities to fight abuses in conformity with union law should be laid down . ### the right to convert an existing company formed in a member state into a company governed by another member state may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . with the aim of preventing the possibility of such abuses in the field of taxation , and taking into account ecj case - law on freedom of establishment and the oecd beps recommendations , legislation has already been adopted at eu level to combat tax avoidance practices , such as directive 2016 / 1164 of 12 june 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market . in the event of cross - border conversion , member states must ensure that a company intending to undertake such a conversion complies with these rules . in addition , in order to ensure that the legal or contractual rights of employees , creditors or members are not undermined , further appropriate safeguards are necessary .


### member states shall lay down rules governing at least the civil liability of the independent experts responsible for drawing up the report referred to in articles 160i and 160m , including in respect of any misconduct on their part in the performance of their duties . ### member states shall lay down rules governing at least the civil liability , towards the shareholders and creditors , of the independent experts responsible for drawing up the report referred to in articles 160i and 160m , in respect of any misconduct on their part in the performance of their duties .


### after taking note of the reports referred to in articles 86e , 86f and 86g , where applicable , the general meeting of the company carrying out the conversion shall decide , by means of a resolution , whether to approve the draft terms of the cross - border conversion . the company shall inform the competent authority designated in accordance with article 86m of the decision of the general meeting . ### after taking note of the reports referred to in articles 86e and 86g , where applicable , the general meeting of the company carrying out the conversion shall decide , by means of a resolution , whether to approve the draft terms of the cross - border conversion . the company shall inform the competent authority designated in accordance with article 86m of the decision of the general meeting .


### member states shall lay down rules governing at least the civil liability of the independent experts responsible for drawing up the reports referred to in articles 86g and 86k , including in respect of any misconduct on their part in the performance of their duties . ### member states shall lay down rules governing at least the civil liability , towards the shareholders and creditors , of the independent experts responsible for drawing up the reports referred to in articles 86g and 86k , in respect of any misconduct on their part in the performance of their duties


### member states shall ensure that the following members of a company carrying cross - border conversion have the right to dispose of their shareholdings under the conditions laid down in paragraphs 2 to 6 : ### member states shall ensure that the members opposing a cross - border conversion have the right to dispose of their shareholdings under the conditions laid down in paragraphs 2 to 6 :


### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should be conducted on a case - by - case basis , where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months of informing the company that the in - depth assessment will be carried out . ### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company .


### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members not less than two months before the date of the general meeting referred to in article 86i . that report shall also be made similarly available to the representatives of the employees of the company carrying out the cross - border conversion or , where there are no such representatives , to the employees themselves . ### the report referred to in paragraph 1 of this article , shall be made available electronically to the members and the representatives of the employees of the company or , where there are no such representatives , to the employees themselves , not less than one month before the date of the general meeting referred to in article 86i .


### the reports referred to in articles 86e , 86f and 86g , as appropriate ; ### the reports referred to in articles 86e and 86g , as appropriate ;


### the draft terms and reports submitted under article 160i do not have to be re - submitted to the competent authority . ### the draft terms and reports submitted under article 160j do not have to be re - submitted to the competent authority .


### in order to ensure the accuracy of the information contained in the draft terms of division and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed division constitutes an artificial arrangement which could not be authorised , an independent expert report to assess the division plan should be required to be prepared . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority of the member state of the company being divided to take an informed decision as to whether or not to issue the pre - division certificate to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### in order to ensure the accuracy of the information contained in the draft terms of division and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed division constitutes an artificial arrangement which could not be authorised , the competent authority of the member state of the company being divided shall produce a report to assess the division plan . in this context , the report should present all relevant information to enable the competent authority to take an informed decision as to whether or not to issue the pre - division certificate . to this end , the competent authority should always organise a meeting with representatives of employees and should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the competent authority should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , such information should not form part of the final report , which itself should be publically available .


### the financial envelope for the implementation of the emff for the period 2021 - 2027 shall be eur 6 140 000 000 in current prices . ### the financial envelope for the implementation of the emff for the period 2021 - 2027 shall be eur 6 867 000 000 in constant 2018 prices .


### it shall apply from [ date : 6 months following the day of its publication ] . ### it shall apply from [ date : 12 months following the day of its publication ] .


### any contractual provisions including those between holders of copyright and related rights , those holding any other rights relevant for the use of content in online content services and service providers , as well as between service providers and subscribers which are contrary to articles 3 and 4 shall be unenforceable . ### any contractual provisions including those between holders of copyright and related rights , those holding any other rights relevant for the use of content in online content services and service providers , as well as those between service providers and subscribers which may have the effect of preventing the application of this regulation , shall be unenforceable .


### since the internal market comprises an area without internal frontiers relying , inter alia , on the free movement of services and persons , it is necessary to provide that consumers can use online content services which offer access to content such as music , games , films or sporting events not only in their member state of residence but also when they are temporarily present in other member states of the union . therefore , barriers that hamper access and use of such online content services cross border should be eliminated . ### since the internal market comprises an area without internal frontiers relying , inter alia , on the free movement of services and persons , it is necessary to provide that consumers can use online content services which offer access to content such as music , games , films or sporting events not only in their member state of residence but also when they are temporarily present in other member states of the union . therefore , barriers that hamper access and use of such online content services cross border should be eliminated swiftly and by 2018 at the latest .


### the provider of an online content service shall inform the subscriber of the quality of delivery of the online content service provided in accordance with paragraph 1 . ### the provider of an online content service shall provide the subscriber with information concerning limitations to the quality of delivery of the online content service provided in accordance with paragraph 1 prior to providing that service .


### ' member state of residence ' means the member state where the subscriber is habitually residing ; ### ' member state of residence ' means the member state where the subscriber is habitually residing where he / she returns to after a temporary presence in another country ;


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


### member states shall ensure that shareholders have the right to vote on the remuneration report of the past financial year during the annual general meeting . where the shareholders vote against the remuneration report the company shall explain in the next remuneration report whether or not and , if so , how , the vote of the shareholders has been taken into account . ### member states may allow shareholders have the right to vote on the remuneration report of the past financial year during the annual general meeting . where the shareholders vote against the remuneration report the company shall , where necessary , enter into a dialogue with the shareholders in order to identify the reasons for the rejection . the company shall explain in the next remuneration report how the vote of the shareholders has been taken into account . member states may also provide that shareholders should submit to the company a reason for any votes against the resolution , together with the vote itself . however , member states may provide , as an alternative to the vote , that remuneration report of the last financial year is submitted to shareholders for discussion in the annual general meeting as a separate item of the agenda .


### member states shall ensure that shareholders have the right to vote on the remuneration report of the past financial year during the annual general meeting . where the shareholders vote against the remuneration report the company shall explain in the next remuneration report whether or not and , if so , how , the vote of the shareholders has been taken into account . ### member states may provide that shareholders are given the right to hold an advisory or binding vote on the remuneration report of the past financial year during the annual general meeting . where the shareholders vote against the remuneration report the company shall explain in the next remuneration report whether or not and , if so , how , the vote of the shareholders has been taken into account .


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders ' interests are of importance . for this reason member states should ensure that related party transactions should be submitted to a vote by the shareholders in a general meeting or to the approval of the administrative or supervisory body or the audit committee or another committee the majority of which is composed by independent directors . where the related party transaction involves a shareholder or a director , this shareholder or director should be excluded from having a determining role in the approval process member states should ensure also that companies , in case of material transactions with related parties , publicly announce such transactions at the latest at the time of the conclusion of the transaction , member states should be allowed to exclude transactions entered into in the ordinary course of business and concluded on normal market terms or on market equivalent terms ; transactions entered into between the company and one or more members of its group and clearly defined types of transactions for which national law provides for adequate protection of minority shareholders .


### member states shall ensure that companies , in case of transactions with related parties that represent more than 1% of their assets , publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether or not it is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . the announcement shall contain information on the nature of the related party relationship , the name of the related party , the amount of the transaction and any other information necessary to assess the transaction . ### member states shall ensure that companies publicly announce transactions with related parties that represent more than 1% of their assets&#160 ; immediately following the approval of the transaction . the announcement shall at least&#160 ; contain information on the nature of the related party relationship , the name of the related party , the value of the transaction and any other information necessary to assess the financial impartiality of the transaction .


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


### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the policy shall be submitted for approval by the shareholders at least every three years . ### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors and submit it&#160 ; for approval by the shareholders . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . any substantial change to the remuneration policy shall be submitted for approval by the shareholders .


### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the policy shall be submitted for approval by the shareholders at least every three years . ### member states shall ensure that companies introduce a remuneration policy as regards directors . member states shall also ensure that shareholders can hold an advisory or binding vote on this remuneration policy . companies shall pay remuneration to their directors in accordance with this remuneration policy . changes in the remuneration policy shall be submitted to an advisory or binding vote by shareholders .


### member states shall ensure that asset managers disclose to the institutional investor on a half - yearly basis all of the following information : ### member states shall ensure that asset managers disclose , upon request , to the institutional investor all of the following information :


### institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . where they make use of asset managers , either through discretionary mandates involving the management of assets on an individual basis or through pooled funds , they should disclose to the public the main elements of the arrangement with the asset manager with regard to a number of issues , such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor , whether it incentivises the asset manager to make investment decisions based on medium to long - term company performance and to engage with companies , how it evaluates the asset managers performance , the structure of the consideration for the asset management services and the targeted portfolio turnover . this would contribute to a proper alignment of interests between the final beneficiaries of institutional investors , the asset managers and the investee companies and potentially to the development of longer - term investment strategies and longer - term relationships with investee companies involving shareholder engagement . ### regulated institutional investors should report to the relevant supervisory body on how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . non - regulated investors should disclose this to the public . where they make use of asset managers , either through discretionary mandates involving the management of assets on an individual basis or through pooled funds , they should report on , or disclose to the public , the main elements of the arrangement with the asset manager with regard to a number of issues , such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor , whether it incentivises the asset manager to make investment decisions based on medium to long - term company performance and to engage with companies , how it evaluates the asset managers performance , the structure of the consideration for the asset management services and the targeted portfolio turnover . this would contribute to a proper alignment of interests between the final beneficiaries of institutional investors , the asset managers and the investee companies and potentially to the development of longer - term investment strategies and longer - term relationships with investee companies involving shareholder engagement .


### member states shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders . in case the intermediary casts the vote , it shall transmit the voting confirmation to the shareholder . where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay . ### member states shall ensure that companies confirm the votes cast in general meetings by or on behalf of shareholders , provided the voting takes place electronically or in some other technically traceable form in respect of the individual vote and provided the shareholder desires such confirmation . in case the intermediary casts the vote , it shall transmit the voting confirmation to the shareholder . where there is more than one intermediary in the holding chain the confirmation shall be transmitted between intermediaries without undue delay .


### member states shall ensure that proxy advisors adopt and implement adequate measures to guarantee that their voting recommendations are accurate and reliable , based on a thorough analysis of all the information that is available to them . ### member states shall ensure that proxy advisors make recommendations on the exercise of voting rights available to shareholders in good time . advisors shall be guided by the interests of the shareholder and shall ensure that they are not influenced by their own interests . proxy advisors shall point out that they will exercise their voting rights in accordance with their own proposals if shareholders do not issue different instructions in time . member states shall ensure that proxy advisors adopt adequate measures to guarantee accurate and reliable voting recommendations that are based on a thorough analysis of all the information that is available to them .


### in order to ensure that shareholders have an effective say on the remuneration policy , they should be granted the right to approve the remuneration policy , on the basis of a clear , understandable and comprehensive overview of the company ' s remuneration policy , which should be aligned with the business strategy , objectives , values and long - term interests of the company and should incorporate measures to avoid conflicts of interest . companies should only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the approved remuneration policy should be publicly disclosed without delay . ### in order to ensure that shareholders have an effective say on the remuneration policy , member states should be able to grant them the right to an advisory or binding vote on the remuneration policy , on the basis of a clear , understandable and comprehensive overview of the company ' s remuneration policy , which should be aligned with the business strategy , objectives , values and long - term interests of the company and should incorporate measures to avoid conflicts of interest . companies should pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the approved remuneration policy should be publicly disclosed without delay .


### the policy shall indicate the maximum amounts of total remuneration that can be awarded , and the corresponding relative proportion of the different components of fixed and variable remuneration . it shall explain how the pay and employment conditions of employees of the company were taken into account when setting the policy or directors ' remuneration by explaining the ratio between the average remuneration of directors and the average remuneration of full time employees of the company other than directors and why this ratio is considered appropriate . the policy may exceptionally be without a ratio in case of exceptional circumstances . in that case , it shall explain why there is no ratio and which measures with the same effect have been taken . ### the policy shall set the appropriate ratios between the fixed and the variable component of the total remuneration .


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should be allowed to provide that significant transactions with related parties are to be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder or board member , this shareholder or board member should be excluded from that vote . as an alternative to approval by shareholders , there should be the option of approval by the administrative or supervisory body . the company should not be allowed to conclude the transaction before the approval of the transaction . furthermore , companies should publicly announce significant transactions with related parties as soon as reasons of confidentiality no longer apply , and accompany the announcement by a report from an independent third party or the administrative or supervisory body assessing whether the transaction is fair and reasonable from the perspective of the company . member states should be allowed to exclude transactions entered into between the company and its subsidiaries and vice versa as well as transactions between one or more members of its group .


### shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article . this information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder . the company and the intermediary shall ensure that natural persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 24 months after receiving it . ### shareholders shall be duly informed by their intermediary that their name and necessary contact details may be transmitted for the purpose of identification in accordance with this article . this information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder . the company and the intermediary shall ensure that natural persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 12 months after removal from the share register .


### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the policy shall be submitted for approval by the shareholders at least every three years . ### member states shall ensure that companies establish a remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders .


### to ensure that the implementation of the remuneration policy is in line with the approved policy , shareholders should be granted the right to vote on the company’s remuneration report . in order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year . where the shareholders vote against the remuneration report , the company should explain in the next remuneration report how the vote of the shareholders has been taken into account . ### to ensure that the implementation of the remuneration policy , member states should be able to provide that shareholders have the right to vote on the company’s remuneration report . in order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year . where the shareholders vote against the remuneration and the company is able to identify the reasons for the rejection , it should explain in the next general meeting whether or not and , if so , how the vote of the shareholders has been taken into account .


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


### member states shall ensure that companies , in case of transactions with related parties that represent more than 1% of their assets , publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether or not it is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . the announcement shall contain information on the nature of the related party relationship , the name of the related party , the amount of the transaction and any other information necessary to assess the transaction . ### member states shall ensure that companies , in case of significant transactions with related parties , publicly announce such transactions . the announcement shall contain information on the nature of the related party relationship , the name of the related party and the amount of the transaction .


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders ' interests are of importance . for this reason member states should ensure that related party transactions should be submitted to a vote by the shareholders in a general meeting or to the approval of the administrative or supervisory body or the audit committee or another committee the majority of which is composed by independent directors . where the related party transaction involves a shareholder or a director , this shareholder or director should be excluded from having a determining role in the approval process member states should ensure also that companies , in case of material transactions with related parties , publicly announce such transactions at the latest at the time of the conclusion of the transaction , member states should be allowed to exclude transactions entered into in the ordinary course of business and concluded on normal market terms or on market equivalent terms ; transactions entered into between the company and one or more members of its group and clearly defined types of transactions for which national law provides for adequate protection of minority shareholders .


### member states shall ensure that intermediaries offer to companies the possibility to have their shareholders identified . ### member states shall ensure that companies have the right to identify their shareholders .


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions should be submitted to a vote by the shareholders in a general meeting or to the approval of the administrative or supervisory body or the audit committee or another committee the majority of which is composed by independent directors . where the related party transaction involves a shareholder or a director , this shareholder or director should be excluded from having a determining role in the approval process . member states should ensure also that companies , in case of material transactions with related parties , publicly announce such transactions at the time of the conclusion of the transaction . member states should be allowed to exclude transactions entered into in the ordinary course of business and concluded on normal market terms or on market equivalent terms ; transactions entered into between the company and one or more members of its group and clearly defined types of transactions for which national law provides for adequate protection of minority shareholders .


### the policy shall indicate the maximum amounts of total remuneration that can be awarded , and the corresponding relative proportion of the different components of fixed and variable remuneration . it shall explain how the pay and employment conditions of employees of the company were taken into account when setting the policy or directors ' remuneration by explaining the ratio between the average remuneration of directors and the average remuneration of full time employees of the company other than directors and why this ratio is considered appropriate . the policy may exceptionally be without a ratio in case of exceptional circumstances . in that case , it shall explain why there is no ratio and which measures with the same effect have been taken . ### member states may provide that the policy shall indicate the maximum amounts of total remuneration that can be awarded , and the corresponding relative proportion of the different components of fixed and variable remuneration .


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


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that transactions with related parties which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for significant transactions with related parties companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries .


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


### institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . where they make use of asset managers , either through discretionary mandates involving the management of assets on an individual basis or through pooled funds , they should disclose to the public the main elements of the arrangement with the asset manager with regard to a number of issues , such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor , whether it incentivises the asset manager to make investment decisions based on medium to long - term company performance and to engage with companies , how it evaluates the asset managers performance , the structure of the consideration for the asset management services and the targeted portfolio turnover . this would contribute to a proper alignment of interests between the final beneficiaries of institutional investors , the asset managers and the investee companies and potentially to the development of longer - term investment strategies and longer - term relationships with investee companies involving shareholder engagement . ### regulated institutional investors should report to the relevant supervisory body on how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . non - regulated investors should disclose this to the public . where they make use of asset managers , either through discretionary mandates involving the management of assets on an individual basis or through pooled funds , they should report on , or disclose to the public , the main elements of the arrangement with the asset manager with regard to a number of issues , such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor , whether it incentivises the asset manager to make investment decisions based on medium to long - term company performance and to engage with companies , and the targeted portfolio turnover . this would contribute to a proper alignment of interests between the final beneficiaries of institutional investors , the asset managers and the investee companies and potentially to the development of longer - term investment strategies and longer - term relationships with investee companies involving shareholder engagement .


### shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article . this information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder . the company and the intermediary shall ensure that natural persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 24 months after receiving it . ### shareholders shall be duly informed by their intermediary where the information on them referred to in paragraph 2 has been transmitted to the company for the purpose of identification in accordance with this article . this information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder , of engagement and dialogue between the company and the shareholder . the company and the intermediary shall ensure that natural and legal persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 24 months after the company has been reliably informed that the person has ceased to be a shareholder .


### shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article . this information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder . the company and the intermediary shall ensure that natural persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 24 months after receiving it . ### shareholders shall be duly informed by their intermediary that their name and contact details may be transmitted for the purpose of identification in accordance with this article and , where applicable , that the information has actually been forwarded to the company . this information may only be used for the purpose of facilitation of the exercise of the rights of the shareholder . the company and the intermediary shall ensure that natural and legal persons are able to rectify or erase any incomplete or inaccurate data and shall not conserve the information relating to the shareholder for longer than 12 months after the individual concerned has ceased to be a shareholder .


### member states shall ensure that institutional investors disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . the information referred to in the first sentence shall at least be available on the company ' s website as long as it is applicable . ### member states shall ensure that institutional investors either comply with the obligation to disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets or provide an explanation that is made available to the public as to why they have chosen not to comply with that obligation . the information referred to in the first sentence shall at least be available on the company ' s website as long as it is applicable .


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


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


### member states shall ensure that shareholders have the right to vote on the remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy that has been approved by shareholders . the policy shall be submitted for approval by the shareholders at least every three years . ### member states shall ensure that companies establish a remuneration policy as regards directors . companies shall only pay remuneration to their directors in accordance with a remuneration policy . member states shall ensure that shareholders have the right to vote on the remuneration policy . such vote shall be binding . however , member states may provide an advisory vote , provided that where shareholders vote against the remuneration policy and where the company identifies the reasons for the rejection , it shall explain in the next general meeting whether or not and , if so , how , the vote of the shareholders has been taken into account . the policy shall be submitted to a vote by the shareholders each time there is a material change to the policy and in any case at least every five years .


### to ensure that the implementation of the remuneration policy is in line with the approved policy , shareholders should be granted the right to vote on the company’s remuneration report . in order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year . where the shareholders vote against the remuneration report , the company should explain in the next remuneration report how the vote of the shareholders has been taken into account . ### to ensure that the implementation of the remuneration policy , member states should be able to provide that shareholders have the right to vote on the company ' s remuneration report . in order to ensure accountability of directors the remuneration report should be clear and understandable and should provide a comprehensive overview of the remuneration granted to individual directors in the last financial year . where the shareholders vote against the remuneration report , the company should explain in the next remuneration report how the vote of the shareholders has been taken into account .