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


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


### product placement shall be admissible in all audiovisual media services , except in news and current affairs programmes , consumer affairs programmes , religious programmes and programmes with a significant children ' s audience . ### product placement shall be admissible in all audiovisual media services , except in news and current affairs programmes , consumer affairs programmes , religious programmes and children ' s programmes .


### in order to ensure coherence and give certainty to businesses and member states ' authorities , the notion of ' incitement to hatred ' should , to the appropriate extent , be aligned to the definition in the council framework decision 2008 / 913 / jha of 28 november 2008 on combating certain forms and expressions of racism and xenophobia by means of criminal law which defines hate speech as ' publicly inciting to violence or hatred ' . this should include aligning the grounds on which incitement to violence or hatred is based . ### in order to ensure coherence and give legal certainty to businesses and member states ' authorities , ' incitement to hatred ' should be aligned with the definition in the council framework decision 2008 / 913 / jha of 28 november 2008 on combating certain forms and expressions of racism and xenophobia by means of criminal law which defines hate speech as ' publicly inciting to violence or hatred ' , as well as those grounds not covered by framework decision 2008 / 913 / jha such as social origin , genetic features , language , political or any other opinion , membership of a national minority , property , birth , disability , age , gender , gender expression , gender identity , sexual orientation , residence status or health . these grounds are intended to further specify the characteristics of ' publicly inciting to violence or hatred ' but should not alone be considered as a basis for restricting the making available of audio - visual content . all circumstances , including intention , should be taken into account , and freedom of expression , in particular artistic , literary and journalistic expression , should be respected . provisions concerning hate speech should be applied in line with the jurisprudence of the european court of human rights concerning the right to freedom of expression and information .


### 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 ; ### cooperate and provide its members with the information necessary for the application of this directive , in particular as regards articles 3 , 4 and 7 thereof ;


### member states shall ensure by appropriate means that audiovisual media services provided by media service providers under their jurisdiction do not contain any incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , racial or ethnic origin , religion or belief , disability , age or sexual orientation . ; ### ' member states shall ensure by appropriate means that audiovisual media services provided by media service providers under their jurisdiction do not contain any incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , racial or ethnic origin , religion or belief , disability , age , or sexual orientation or gender identity . ' ;


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


### the commission shall , within three months following the notification of the measures taken by the member state in application of paragraphs 2 and 3 and after having consulted erga , take a decision on whether those measures are compatible with union law . that period shall begin on the day following the receipt of a complete notification . the notification shall be considered as complete if , within three months from its receipt , or from the receipt of any additional information requested , the commission does not request any further information . ### the commission shall , within two months following the notification of the measures taken by the member state in application of paragraphs 2 and 3 and after having consulted the contact committee , take a decision on whether those measures are compatible with union law . that period shall begin on the day following the receipt of a complete notification . the notification shall be considered as complete if , within one month from its receipt , or from the receipt of any additional information requested , the commission does not request any further information .


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


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


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


### 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 access to and appropriate prominence of content of general interest under defined general interest objectives . such obligations should be proportionate and meet general interest objectives such as media pluralism , freedom of speech , cultural and regional diversity , as well as language preservation , clearly defined by member states in conformity with union law .


### in order to prevent the circumvention of employee participation rights by means of a cross - border conversion , the company carrying out a conversion which is registered in the member state which provides for the employee participation rights , should not be able to perform a cross - border conversion without first entering into negotiations with its employees or their representatives when the average number of employees employed by that company is equivalent to four fifths of the national threshold for triggering such employee participation . ### in order to prevent the circumvention of employee participation rights by means of a cross - border conversion , the company carrying out a conversion which is registered in the member state which provides for the employee participation rights , should not be able to perform a cross - border conversion without first entering into negotiations with its employees or their representatives when the average number of employees employed by that company is at least equivalent to four fifths of the national threshold for triggering such employee participation .


### a description of all factual elements necessary for the competent authority designated in accordance with article 160o , to carry out an in - depth assessment to determine whether the intended cross - border division constitutes an artificial arrangement in accordance with article 160p , at a minimum the following : the characteristics of the establishments in the member states concerned of the recipient companies , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member states of the recipient companies . ### a description of all factual elements designated in accordance with article 160o , to carry out an in - depth assessment to determine whether the intended cross - border division constitutes an artificial arrangement in accordance with article 160p , at a minimum the following : the characteristics of the establishments in the member states concerned of the recipient companies , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member states of the recipient companies .


### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within three years . ### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such equivalent participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place in a timely manner ahead of the conversion , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within ten years .


### 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 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 , the competent authority in the departure member state shall prepare a report in order to assess the proposed cross - border conversion . in this context , the report should present all relevant information to take an informed decision as to whether or not to issue the pre - conversion 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 competent authority’s final report , which itself should be publically available .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information submitted can only be used for the purpose of drafting their report and that confidential information shall not be disclosed . where appropriate , a separate document containing any such confidential information shall be produced by the competent authority and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### 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 . 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 . the fight against abuses must be based on an individual assessment of all relevant circumstances . a common procedural and substantive framework to set 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 .


### member states shall ensure that the company being divided applies to the competent authority , designated in accordance with article 160o , not less than two months before the date of the general meeting referred to in article 160k , to appoint an expert to examine and assess the draft terms of cross - border division and the reports referred to in articles 160g and 160h , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company being divided applies to the competent authority , designated in accordance with article 160o , not less than two months before the date of the general meeting referred to in article 160k . the competent authority shall examine and assess the draft terms of cross - border division and the reports referred to in articles 160g and 160h , subject to the proviso set out in paragraph 6 of this article .


### the right of companies to carry out a cross - border division may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' or members ' rights or rules on employees participation . in order to combat such abuses , as a general principle of union law , member states are required to ensure that companies do not use the cross - border division 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 must 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 approaches 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 of companies to carry out a cross - border division may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' or members ' rights or rules on employees participation . in order to combat such abuses , as a general principle of union law , member states are required to ensure that companies do not use the cross - border division 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 . the fight against abuses must be based on an individual assessment of all relevant circumstances . a common procedural and substantive framework to set 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 implications of the cross - border division on the future business of the recipient companies and , in the case of a partial division , also of the company being divided and on the managements ' strategic plan ; ### the rationale for the operation and implications of the cross - border division on the future business of the recipient companies and , in the case of a partial division , also of the company being divided and on the managements ' strategic plan ;


### in order to provide information its employees , the company being divided should prepare a report explaining the implications of the proposed cross - border division for employees . the report should explain in particular the implications of the proposed cross - border division on the safeguarding of the jobs of the employees , whether there would be any material change in the conditions of employment and the locations of the companies’ places of business , and how each of these factors would relate to any subsidiaries of the company . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directives 2001 / 23 / ec , 2002 / 14 / ec or 2009 / 38 / ec . ### in order to provide information to its employees , the company being divided should prepare a report explaining the implications of the proposed cross - border division for employees . the report should explain in particular the implications of the proposed cross - border division on the safeguarding of the jobs of the employees , whether there would be any material change in the conditions of employment and the locations of the companies’ places of business , and how each of these factors would relate to any subsidiaries of the company . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directives 2001 / 23 / ec , 2002 / 14 / ec or 2009 / 38 / ec . employees of the company carrying out the cross - border division should be notified well in advance so that they can submit comments with regard to the proposed division .


### 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 separate reports detailing the legal and economic aspects as well as the rationale for the cross - border merger for both members and for employees .


### in respect of compliance with the rules concerning employee participation as laid down in article 86l , the departure member state shall verify that the draft terms of cross - border conversion , referred to in paragraph 2 of this article , include information on the procedures by which the relevant arrangements are determined and on the possible options for such arrangements . ### in respect of compliance with the rules concerning employee participation as laid down in article 86l , the departure member state shall verify that the draft terms and reports of cross - border conversion , referred to in paragraph 2 of this article , include information on the procedures by which the relevant arrangements are determined and on the possible options for such arrangements .


### in respect of compliance with the rules concerning employee participation as laid down in article 160n , the member state of the company being divided shall verify that the draft terms of cross - border division referred to in article 160e include information on the procedures by which the relevant arrangements are determined and on the possible options for such arrangements . ### in respect of compliance with the rules concerning employee participation as laid down in article 160n , the member state of the company being divided shall verify that the draft terms and reports of cross - border division referred to in article 160e include information on the procedures by which the relevant arrangements are determined and on the possible options for such arrangements .


### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border division where the company carrying out the cross - border division is operating under an employee participation system , the companies resulting from the division should be obliged to take a legal form allowing for the exercise of participation , including through the presence of representatives of the employees in the appropriate management or supervisory organs of the companies . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border division with the employees ' ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversions , mergers or divisions within 3 years . ### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border division where the company carrying out the cross - border division is operating under an employee participation system , the companies resulting from the division should be obliged to take a legal form allowing for the exercise of equivalent participation , including through the presence of representatives of the employees in the appropriate management or supervisory organs of the companies . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border division with the employees ' ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversions , mergers or divisions within ten years .


### 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 in cases of suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority .


### a description of all factual elements necessary for the competent authority , designated in accordance with article 86m , to carry out an in - depth assessment to determine whether the intended cross - border conversion constitutes an artificial arrangement in accordance with article 86n , including at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state . ### a description of all factual elements designated in accordance with article 86m , to carry out an in - depth assessment to determine whether the intended cross - border conversion constitutes an artificial arrangement in accordance with article 86n , including at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state .


### with a view to avoiding disproportionate costs and burdens for smaller companies carrying out the cross - border conversion , micro and small enterprises , as defined in the commission recommendation 2003 / 361 / ec45 , should be exempted from the requirement to produce an independent expert report . however , these companies can resort to an independent expert report to prevent litigation costs with creditors . _________________ 45 commission recommendation 2003 / 361 / ec of 6 may 2003 concerning the definition of micro , small and medium - sized enterprises . ### with a view to avoiding disproportionate costs and burdens for smaller companies carrying out the cross - border conversion , micro and small enterprises , as defined in the commission recommendation 2003 / 361 / ec45 , should be exempted from the requirement to obtain an assessment by the competent authority . however , these companies can resort to such assessment to prevent litigation costs with creditors . _________________ 45 commission recommendation 2003 / 361 / ec of 6 may 2003 concerning the definition of micro , small and medium - sized enterprises .


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . the destination member states should also verify the ultimate beneficial owner of the converted company , based on information received . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate based on substantiated proof of attempt of fraud , which shall be shared with the member state of origin . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### the member state of the company being divided shall ensure that the competent authority shall not authorise the division when it determines , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . ### the member state of the company being divided shall ensure that the competent authority shall not authorise the division when it determines , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement or has strong suspicions that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members .


### in order to guarantee the appropriate protection of creditors in cases where they are not satisfied with the protection offered by the company in the draft terms of the cross - border division , creditors who are prejudiced by the cross - border division may apply to the competent judicial or administrative authority of the member state of the company being divided for the safeguards they consider adequate . in order to facilitate the assessment of prejudice , certain presumptions should be laid down whereby creditors would be deemed not to be prejudiced by a cross - border division where the risk of loss to a creditor is remote . a presumption should arise where an independent expert report concludes that there is no reasonable likelihood that the creditors would be prejudiced or where creditors are offered a right to payment against the company resulting from the division or against a third party guarantee of equivalent value to the creditor ' s original claim and which can be brought in the same jurisdiction jurisdiction as the original claim . the creditor protection provided for in this directive should be without prejudice to national laws of the member state of the company being divided concerning payment to public bodies , including taxation or social security contributions . ### in order to guarantee the appropriate protection of creditors in cases where they are not satisfied with the protection offered by the company in the draft terms of the cross - border division , creditors who are prejudiced by the cross - border division may apply to the competent judicial or administrative authority of the member state of the company being divided for the safeguards they consider adequate . in order to facilitate the assessment of prejudice , certain presumptions should be laid down whereby creditors would be deemed not to be prejudiced by a cross - border division where the risk of loss to a creditor is remote . a presumption should arise where creditors are offered a right to payment against the company resulting from the division or against a third party guarantee of equivalent value to the creditor ' s original claim and which can be brought in the same jurisdiction as the original claim . the creditor protection provided for in this directive should be without prejudice to national laws of the member state of the company being divided concerning payment to public bodies , including taxation or social security contributions .


### the implications of the cross - border conversion on the future business of the company and on the management ' s strategic plan ; ### the rationale for the operation and implications of the cross - border conversion on the future business of the company and on the management ' s strategic plan ;


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate , particularly in order to avoid artificial arrangements . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### 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 and the lack of abuses such as the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within three months 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 five months of informing the company that the in - depth assessment will be carried out . the assessment by the departure member states , once final , shall be shared with the destination member state’s competent authority .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information submitted can only be used for the purpose of drafting their report and that confidential information shall not be disclosed . where appropriate , a separate document containing any such confidential information shall be produced by the competent authority and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### 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 , in cases of suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority .


### member states shall ensure that where the competent authority referred to in paragraph 1 decides to carry out an in - depth assessment , it is able to hear the company and all parties that have submitted observations pursuant article 86h in accordance with national law . the competent authorities referred to in paragraph 1 may also hear any other interested third parties in accordance with national law . the competent authority shall take its final decision regarding the issue of the pre - conversion certificate within two months from the start of the in - depth assessment . ### member states shall ensure that where the competent authority referred to in paragraph 1 decides to carry out an in - depth assessment , it is able to hear the company and all parties that have submitted observations pursuant article 86h in accordance with national law . the competent authorities referred to in paragraph 1 may also hear any other interested third parties in accordance with national law . the competent authority shall take its final decision regarding the issue of the pre - conversion certificate within five months from the start of the in - depth assessment .


### the competent authority shall appoint an independent expert within five working days from the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company carrying out the cross - border conversion and may be a natural or a legal person depending upon the law of the departure member state . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### the competent authority shall start working on the application referred to in paragraph 1 within 5 working days following the receipt of the draft terms and reports .


### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees , creditors and minority shareholders . ### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and provide at the same time the necessary protection for stakeholders such as employees , creditors and minority shareholders .


### 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 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 , the competent authority in the departure member state shall prepare a report in order to assess the proposed cross - border conversion . in this context , the report should present all relevant information to take an informed decision as to whether or not to issue the pre - conversion 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 competent authority’s final report , which itself should 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 , 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 .


### member states concerned shall prepare as part of their programme an action plan for each of their outermost regions referred to in article 6 , which shall set out : ### member states concerned shall prepare as part of their programme , jointly with relevant authorities and stakeholders of their territories , an action plan for each of their regions , including outermost regions referred to in article 6 , which shall set out :


### europe ' s maritime sector employs over 5 million jobs generating almost eur 500 billion a year , with a potential to create many more jobs . the output of the global ocean economy is estimated at eur 1 . 3 trillion today and this could more than double by 2030 . the need to meet co2 emissions targets , increase resource efficiency and reduce the environmental footprint of the blue economy has been a significant driving force for innovation in other sectors such as marine equipment , shipbuilding , ocean observation , dredging , coastal protection and marine construction . investment in the maritime economy has been provided by union structural funds , in particular the european regional development fund and the emff . new investment tools such as investeu must be utilised to meet the growth potential of the sector . ### europe ' s maritime sector employs over 5 million jobs generating almost eur 500 billion a year , with a potential to create many more jobs . the output of the global ocean economy is estimated at eur 1 . 3 trillion today and this could more than double by 2030 . the need to meet co2 emissions targets requires that at least 30% of the eu budget should be used for climate related action . it is also necessary to increase resource efficiency and reduce the environmental footprint of the blue economy has been a significant driving force for innovation in other sectors such as marine equipment , shipbuilding , ocean observation , dredging , coastal protection and marine construction . investment in the maritime economy has been provided by union structural funds , in particular the european regional development fund and the emff . new investment tools such as investeu could be utilised to meet the growth potential of the sector .


### the provider of an online content service shall enable a subscriber who is temporarily present in a member state to access and use the online content service . ### the provider of an online content service shall enable a subscriber who is temporarily present in a member state to access and use the online content service , without additional costs .


### therefore , the objective of this regulation is to adapt the legal framework in order to ensure that the licensing of rights no longer presents barriers to cross - border portability of online content services in the union and that the cross - border portability can be ensured . ### therefore , the objective of this regulation is to adapt the legal framework in order to ensure that the licensing of rights no longer presents barriers to cross - border portability of online content services in the union and that the cross - border portability can be ensured without additional costs .


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


### 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 , depending on national conditions and practices , should be able to decide whether the requirement to hold a shareholder vote is proportionate for all related party transactions of 5% or more or whether it should apply only to transactions which are not concluded on market terms of the companies ' assets or transactions which can have a significant impact on profits or turnover . 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 , or that are entered into in the ordinary course of business or concluded on market terms or market equivalent terms . 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 .


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


### implementing acts and penalties ### delegated acts and penalties


### the commission shall be empowered to adopt implementing acts to specify the requirements to transmit the information laid down in paragraphs 2 and 3 including as regards the information to be transmitted , the format of the request and the transmission and the deadlines to be complied with . those implementing acts shall be adopted in accordance with the examination procedure referred to in article 14a . ### the commission shall be empowered to adopt delegated acts in accordance with article xxx , to specify the requirements to transmit the information laid down in paragraphs 2 and 3 including as regards the information to be transmitted , the format of the request and the transmission and the deadlines to be complied with .


### asset managers should be required to disclose to institutional investors how their investment strategy and the implementation thereof is in accordance with the asset management arrangement and how the investment strategy and decisions contributes to medium to long - term performance of the assets of the institutional investor . moreover , they should disclose whether they make investment decisions on the basis of judgements about medium - to long - term performance of the investee company , how their portfolio was composed and the portfolio turnover , actual or potential conflicts of interest and whether the asset manager uses proxy advisors for the purpose of their engagement activities . this information would allow the institutional investor to better monitor the asset manager , provide incentives for a proper alignment of interests and for shareholder engagement . ### asset managers should be required to publicly disclose how their investment strategy and the implementation thereof is in accordance with the asset management arrangement and how the investment strategy and decisions contributes to medium to long - term performance of the assets of the institutional investor . moreover , they should disclose whether they make investment decisions on the basis of judgements about medium - to long - term performance of the investee company , how their portfolio was composed and the portfolio turnover , actual or potential conflicts of interest and whether the asset manager uses proxy advisors for the purpose of their engagement activities . this information would allow the institutional investor to better monitor the asset manager , provide incentives for a proper alignment of interests and for shareholder engagement .


### therefore , institutional investors and asset managers should develop a policy on shareholder engagement , which determines , amongst others , how they integrate shareholder engagement in their investment strategy , monitor investee companies , conduct dialogues with investee companies and exercise voting rights . such engagement policy should include policies to manage actual or potential conflicts of interests , such as the provision of financial services by the institutional investor or asset manager , or companies affiliated to them , to the investee company . this policy , its implementation and the results thereof should be publicly disclosed on an annual basis . where institutional investors or asset managers decide not to develop an engagement policy and / or decide not to disclose the implementation and results thereof , they shall give a clear and reasoned explanation as to why this is the case . ### therefore , institutional investors and asset managers should develop a policy on shareholder engagement , which determines , amongst others , how they integrate shareholder engagement in their investment strategy , monitor investee companies , conduct dialogues with investee companies and exercise voting rights . such engagement policy should include policies to manage actual or potential conflicts of interests , such as the provision of financial services by the institutional investor or asset manager , or companies affiliated to them , to the investee company . this policy , its implementation and the results thereof should be publicly disclosed on an annual basis .


### the commission shall submit the shortlist to the european parliament for approval . following the approval of that shortlist , the council shall adopt a decision to appoint the full time members of the executive board including the member in charge . the executive board shall be balanced and proportionate and shall reflect the union as a whole . ### the full time members shall be selected on the basis of merit , skills , knowledge of financial institutions and markets , and experience relevant to financial supervision and regulation . the full time members shall have extensive management experience . the selection shall be based on an open call for candidates , to be published in the official journal of the european union , following which the commission shall draw up a shortlist of qualified candidates that shall be balanced in terms of gender and nationality . the board of supervisors shall appoint the members of the executive board from the list of shortlisted candidates . before taking up their duties , and up to 1 month after the selection by the board of supervisors , the european parliament may , after having heard the candidates selected by the board of supervisors , object to the designation of any of the selected persons .


### the average wholesale charge that the visited network operator may levy on the roaming provider for the provision of a regulated roaming call originating on that visited network , inclusive , among others , of origination , transit and termination costs , shall not exceed a safeguard limit of eur 0 . 04 per minute as of 15 june 2017 and shall , without prejudice to article 19 , remain at eur 0 . 04 until 30 june 2022 ### the average wholesale charge that the visited network operator may levy on the roaming provider for the provision of a regulated roaming call originating on that visited network , inclusive , among others , of origination , transit and termination costs , shall not exceed a safeguard limit of eur 0 . 025 per minute as of 15 june 2017 and shall , without prejudice to article 19 , remain at eur 0 . 025 until 30 june 2020 after which it shall decrease to 0 . 015 per minute .


### the coordination group shall approve the final joint scientific consultation report , wherever possible by consensus or , where necessary , by a simple majority of member states , at the latest 100 days following the start of the preparation of the report referred to in paragraph 4 . ### the coordination group shall approve the final joint scientific consultation report , wherever possible by consensus or , where necessary , by a two - thirds majority of member states , at the latest 100 days following the start of the preparation of the report referred to in paragraph 4 .


### meetings of the coordination group shall be co - chaired by the commission and a co - chair elected from the members of the group for a set term to be determined in its rules of procedure . ### meetings of the coordination group shall be co - chaired by the commission without the right to vote and a co - chair elected from the members of the group for a set term to be determined in its rules of procedure .


### the impact of littering and other inappropriate waste disposal of those products and fishing gear containing plastic on the environment , and in particular on the marine environment . ### the impact of plastics on the environment and human health , and in particular on the marine environment and soil , including via littering and other inappropriate waste disposal of those products and fishing gear containing plastic


### the impact of littering and other inappropriate waste disposal of those products and fishing gear containing plastic on the environment , and in particular on the marine environment . ### the impact of plastics on the environment including soil , and in particular on the marine environment and human health .


### since the objectives of this directive , namely to prevent and to reduce the impact of certain single - use plastic products and fishing gear containing plastic on the environment , to promote the transition to a circular economy , including the fostering of innovative business models , products and materials , thus also contributing to the efficient functioning of the internal market , cannot be sufficiently achieved by the member states but can rather , by reason of the scale and effects of the action , be better achieved at union level , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 of the treaty on the european union . in accordance with the principle of proportionality as set out in that article , this directive does not go beyond what is necessary in order to achieve those objectives , ### since the objectives of this directive , namely to prevent and to reduce the impact of certain single - use plastic products and fishing gear containing plastic on the environment and human health , to promote the transition to a circular economy , including the fostering of innovative business models , products and materials , thus also contributing to the efficient functioning of the internal market , cannot be sufficiently achieved by the member states but can rather , by reason of the scale and effects of the action , be better achieved at union level , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 of the treaty on the european union . in accordance with the principle of proportionality as set out in that article , this directive does not go beyond what is necessary in order to achieve those objectives ,


### the commission may adopt an implementing act laying down the methodology for the calculation and verification of the significant reduction in the consumption of the single - use plastic products referred to in paragraph 1 . that implementing act shall be adopted in accordance with the examination procedure referred to in article 16 . ### the commission shall adopt an implementing act laying down the methodology for the calculation and verification of the significant reduction in the consumption of the single - use plastic products referred to in paragraph 1 . that implementing act shall be adopted in accordance with the examination procedure referred to in article 16 within two years of entry into force of this directive .


### beverage bottles that are single - use plastic products are one of the most found marine litter items on the beaches in the union . this is due to ineffective separate collection systems and low participation in those systems by the consumers . it is necessary to promote more efficient separate collection systems and therefore , a minimum separate collection target should be established for beverage bottles that are single - use plastic products . member states should be able to achieve that minimum target by setting separate collection targets for beverage bottles that are single - use plastic products in the framework of the extended producer responsibility schemes or by establishing deposit refund schemes or by any other measure that they find appropriate . this will have a direct , positive impact on the collection rate , the quality of the collected material and the quality of the recyclates , offering opportunities for the recycling business and the market for the recyclate . ### beverage bottles that are single - use plastic products are one of the most found marine litter items on the beaches in the union . this is due to ineffective separate collection systems , low participation in those systems by the consumers but also to the physical and chemical qualities of plastic which make it resistant to degradation and therefore persist in the environment for decades or centuries after plastic products have fulfilled their purpose . it is necessary to promote more efficient separate collection systems and therefore , a minimum separate collection target should be established for beverage bottles that are single - use plastic products . member states should be able to achieve that minimum target by setting separate collection targets for beverage bottles that are single - use plastic products in the framework of the extended producer responsibility schemes or by establishing deposit refund schemes or by any other measure that they find appropriate . this will have a direct , positive impact on the collection rate , the quality of the collected material and the quality of the recyclates , offering opportunities for the recycling business and the market for the recyclate .


### the commission shall carry out an evaluation of this directive by &#8230 ; [ six years after the end - date for transposition of this directive ] . the evaluation shall be based on the information available in accordance with article 13 . member states shall provide the commission with any additional information necessary for the purposes of the evaluation and the preparation of the report referred to in paragraph 2 . ### the commission shall carry out an evaluation of this directive by &#8230 ; [ three years after the end - date for transposition of this directive ] . the evaluation shall be based on the information available in accordance with article 13 . member states shall provide the commission with any additional information necessary for the purposes of the evaluation and the preparation of the report referred to in paragraph 2 .


### in the union , 80 to 85 % of marine litter , measured as beach litter counts , is plastic , with single - use plastic items representing 50 % and fishing - related items representing 27 % . single - use plastics products include a diverse range of commonly used fast - moving consumer products that are discarded after having been used once for the purpose for which they were provided , are rarely recycled , and are prone to littering . a significant proportion of the fishing gear placed on the market is not collected for treatment . single - use plastic products and fishing gear containing plastic are therefore a particularly serious problem in the context of marine litter and pose a severe risk to marine ecosystems , biodiversity and , potentially , to human health and are damaging activities such as tourism , fisheries and shipping . ### in the union , 80 to 85 % of marine litter , measured as beach litter counts , is plastic , with single - use plastic items representing 50 % and fishing - related items representing 27 % . single - use plastics products include a diverse range of commonly used fast - moving consumer products that are discarded after having been used once for the purpose for which they were provided , are rarely recycled , and are prone to littering . a significant proportion of the fishing gear placed on the market is not collected for treatment . single - use plastic products and fishing gear containing plastic are therefore a particularly serious problem in the context of marine litter and pose a severe risk to marine ecosystems , biodiversity and human health and are damaging activities such as tourism , fisheries and shipping .


### those measures may include national consumption reduction targets , measures ensuring that reusable alternatives to those products are made available at the point of sale to the final consumer , economic instruments such as ensuring that single - use plastic products are not provided free of charge at the point of sale to the final consumer . those measures may vary depending on the environmental impact of the products referred to in the first subparagraph . ### those measures may include national consumption reduction targets , measures ensuring that reusable alternatives to those products are made available at the point of sale to the final consumer , economic instruments such as ensuring that single - use plastic products are not provided free of charge at the point of sale to the final consumer or restrictions on placing on the market . those measures may vary depending on the environmental and health impacts impact of the products referred to in the first subparagraph .


### the objective of this directive is to prevent and reduce the impact of certain plastic products on the environment , in particular the aquatic environment , and on human health as well as to promote the transition to a circular economy with innovative business models , products and materials , thus also contributing to the efficient functioning of the internal market . ### the objective of this directive is to prevent and reduce the impact of plastics on the environment , in particular the aquatic environment , and on human health as well as to promote the transition to a circular non - toxic economy with innovative business models , non - toxic products and materials , thus also contributing to the efficient functioning of the internal market .


### member states shall ensure that natural or legal persons or their associations , organisations or groups , in accordance with national legislation or practice , have access to a review procedure before a court of law or another independent and impartial body established by law to challenge the substantive or procedural legality of decisions , actions or omissions related to the implementation of articles 5 , 6 , 7 and 8 when one of the following conditions is fulfilled : ### member states shall ensure that natural or legal persons or their associations , organisations or groups , in accordance with national legislation or practice , have access to a review procedure before a court of law or another independent and impartial body established by law to challenge the substantive or procedural legality of decisions , actions or omissions related to the implementation of articles 4 , 5 , 6 , 7 , 8 and 9 when one of the following conditions is fulfilled :


### the high functionality and relatively low cost of plastic means that this material is increasingly ubiquitous in everyday life . its growing use in short - lived applications , which are not designed for re - use or cost - effective recycling means that related production and consumption patterns have become increasingly inefficient and linear . therefore , in the context of the circular economy action plan32 , the commission concluded in the european strategy for plastics33 that the steady increase in plastic waste generation and its leakage into our environment , in particular into the marine environment , must be tackled in order to achieve a truly circular lifecycle for plastics . __________________ 32 communication from the commission to the european parliament , the council , the european economic and social committee and the committee of the regions ' closing the loop – an eu action plan for the circular economy ' 0614 final ) . 33 communication from the commission to the european parliament , the council , the european economic and social committee and the committee of the regions ' a european strategy for plastics in a circular economy ' 28 final ) . ### the relatively low cost of plastic means that this material is increasingly ubiquitous in everyday life . its growing use in short - lived applications , which are not designed for re - use or cost - effective recycling means that related production and consumption patterns have become increasingly inefficient and linear . therefore , in the context of the circular economy action plan32 , the commission concluded in the european strategy for plastics33 that the steady increase in plastic waste generation and its leakage into our environment , in particular into the marine environment , must be tackled in order to achieve a truly circular lifecycle for plastics . __________________ 32 communication from the commission to the european parliament , the council , the european economic and social committee and the committee of the regions ' closing the loop – an eu action plan for the circular economy ' 0614 final ) . 33 communication from the commission to the european parliament , the council , the european economic and social committee and the committee of the regions ' a european strategy for plastics in a circular economy ' 28 final ) .


### member states shall take the necessary measures to achieve a significant reduction in the consumption of the single - use plastic products listed in part a of the annex on their territory by … [ six years after the end - date for transposition of this directive ] . ### member states shall take the necessary measures to achieve : a 50% reduction in the consumption of the single - use plastic products listed in part a of the annex on their territory by 2025 and a 80% reduction by 2030 .


### the emerging challenges and priorities cushion of an amount of eur 10 200 million shall increase the amounts referred to in paragraph 2 in accordance with article 15 . ### the emerging challenges and priorities cushion of an amount of eur 1 600 million shall increase the amounts referred to in paragraph 2 in accordance with article 15 .


### alternatives to non - text content shall be provided ; ### alternatives to non - text content , and touch - screens , shall be provided ;


### establishment of multi - annual union programmes ### establishment of a multi - annual union programme


### the need and relevance of data for decisions on fisheries management and protection of the ecosystem including vulnerable species and habitats , ### the need and relevance of quality data for decisions on fisheries management and protection of the ecosystem including vulnerable species , nursery areas and vulnerable habitats .


### ‘ recreational fisheries’ means non - commercial fishing activities exploiting living aquatic resources ; ### ' recreational fisheries ' means non - commercial fishing activities exploiting marine living aquatic resources for recreation , tourism or sport ;


### in accordance with article 25 of regulation no 1380 / 2013 , member states shall coordinate their actions with other member states and make every effort to coordinate their actions with third countries having sovereignty or jurisdiction over waters in the same marine region . for this purpose , a regional co - ordination group shall be established by the relevant member states in each marine region . ### in accordance with article 25 of regulation no 1380 / 2013 , member states shall coordinate their actions with other member states . for this purpose , a regional co - ordination group shall be established by the relevant member states in each marine region .


### information needs for management of the common fisheries policy ; ### information needs for management of the common fisheries policy or for the ecosystem based fisheries management needs overlapping with other legal acts such as the marine strategy framework directive ;


### member states shall on an annual basis submit to the commission a report on the carrying out of their work plans . the commission may adopt implementing acts laying down rules on procedures , format and timetables for the submission and approval of annual reports . those implementing acts shall be adopted in accordance with the examination procedure referred to in article 24 . ### member states shall on an annual basis submit to the commission a report on the carrying out of their work plans . the report shall be submitted not later than 31 may of the following reference year . the commission may adopt implementing acts laying down rules on procedures , format and different timetables for the submission and approval of annual reports . those implementing acts shall be adopted in accordance with the examination procedure referred to in article 24 .


### multi - annual union programmes shall be established after consulting the regional co - ordination groups referred to in article 8 , the scientific , technical and economic committee for fisheries and any other relevant scientific advisory body . ### the multi - annual union programme shall be established after consulting the regional co - ordination groups referred to in article 8 , the scientific , technical and economic committee for fisheries and any other relevant scientific advisory body .


### ensure attendance of relevant experts in meetings organized by the commission and participation in the relevant regional co - ordination groups referred to in article 8 . ### ensure attendance of relevant experts in expert group meetings organised by the commission , the meetings referred to in article 20 and participation in the relevant regional co - ordination groups referred to in article 8 .


### where regional work plans are approved by the commission , they replace the relevant parts of the work plans drawn up by each member state . member states shall update their work plans accordingly . ### where regional work plans are approved by the commission , they replace the relevant parts of the work plans drawn up by each member state . member states shall update their work plans accordingly by removing the relevant parts covered by the regional work plan .


### the information needs for the management of the common fisheries policy ; ### the information needs for the management and efficient implementation of the common fisheries policy , the integrated maritime policy and the marine strategy framework directive ;


### the data referred to in paragraph 1 shall only be collected under this regulation if they are not collected within other union legal frameworks . ### the data referred to in paragraph 1 shall only be collected under this regulation if they are not collected within other union legal frameworks . however , the collection of data under this regulation may include data requirements covered by regulation no 1224 / 2009 , in the event that the data currently collected in accordance with that regulation do not comply with the technical standards required for scientific and statistical purposes . if member states decide that the data to be collected under this regulation are to include data requirements covered by regulation no 1224 / 2009 , they shall clearly indicate this in their national work plans .


### five years after the entering into force of this regulation , the commission shall submit to the european parliament and the council a report on the implementation and functioning of this regulation . ### three years after the entry into force of this regulation , the commission shall submit to the european parliament and the council a report on the implementation and functioning of this regulation .


### member states shall ensure that relevant detailed and aggregated data are updated and made available to end - users within one month from the receipt of a request for those data . in case of requests made by other interested parties , member states shall ensure that the data are updated and made available within two months from the receipt of a request for those data . ### member states shall ensure that relevant detailed and aggregated data are updated and made available in the public domain within six months from the receipt of those data .


### the commission shall be empowered to adopt , in accordance with article 23 , delegated acts establishing multi - annual union programmes for the collection and management of biological , technical , environmental , social and economic data concerning the fisheries sector . ### the commission shall be empowered to adopt , in accordance with article 23 , delegated acts establishing a multi - annual union programme for the collection and management of biological , technical , environmental , social and economic data concerning the fisheries sector .