### it is of utmost importance to fully exploit the potential of public procurement to achieve the objectives of the europe 2020 strategy for sustainable growth . in view of the important differences between individual sectors and markets , it would however not be appropriate to set general mandatory requirements for environmental , social and innovation procurement . the union legislature has already set mandatory procurement requirements for obtaining specific goals in the sectors of road transport vehicles and office equipment no 106 / 2008 of the european parliament and the council of 15 january 2008 on a community energy - efficiency labelling programme for office equipment ) . in addition , the definition of common methodologies for life cycle costing has significantly advanced . it therefore appears appropriate to continue on that path , leaving it to sector - specific legislation to set mandatory objectives and targets in function of the particular policies and conditions prevailing in the relevant sector and to promote the development and use of european approaches to life - cycle costing as a further underpinning for the use of public procurement in support of sustainable growth . ### it is of utmost importance to fully exploit the potential of public procurement to achieve the objectives of the europe 2020 strategy for sustainable growth . in view of the important differences between individual sectors and markets , it would however not be appropriate to set general mandatory requirements for environmental , social and innovation procurement . the union legislature has already set mandatory procurement requirements for obtaining specific goals in the sectors of road transport vehicles and office equipment no 106 / 2008 of the european parliament and the council of 15 january 2008 on a community energy - efficiency labelling programme for office equipment ) . in addition , the definition of common methodologies for life cycle costing continues to advance significantly , and sector - specific applications of life - cycle costing continue to be developed , tested , and refined . it therefore appears appropriate to continue to use sector - specific legislation to set mandatory objectives and targets in the context of the particular policies and conditions prevailing in the relevant sector to further the use of public procurement in support of sustainable growth . these efforts should incorporate sector - appropriate applications of sound methodologies for life cycle costing . in accordance with other provisions of this directive , mandatory procurement criteria adopted through sector - specific legislation may also include technical specifications and award criteria that incorporate sustainability considerations relating to generalised social and environmental benefits or harms , even where these have not been or cannot be monetised , provided that they are linked with the subject matter of the contract and strictly adhere to the principles of transparency , non - discrimination , and equal protection .


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


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


### contracts should be awarded on the basis of objective criteria that ensure compliance with the principles of transparency , non - discrimination and equal treatment . these criteria should guarantee that tenders are assessed in conditions of effective competition , also where contracting authorities require high - quality works , supplies and services that are optimally suited to their needs , for instance where the chosen award criteria include factors linked to the production process . as a result , contracting authorities should be allowed to adopt as award criteria either ‘ the most economically advantageous tender’ or ‘ the lowest cost’ , taking into account that in the latter case they are free to set adequate quality standards by using technical specifications or contract performance conditions . ### to ensure the efficient use of public funds and enable contracting authorities to obtain best value for money , the award procedure should result in the procurement of high - quality works , supplies and services that are optimally suited to contracting authorities ' functional and sustainability objectives . the award procedure should also guarantee that tenders are assessed in conditions of effective competition , with contracts awarded on the basis of objective criteria that ensure compliance with the principles of transparency , non - discrimination and equal treatment . accordingly , contracting authorities should be allowed to adopt award criteria formulated to assess the contracting authority ' s sustainability concerns including , for example , factors linked to the production process and other life cycle characteristics . it should also be noted that contracting authorities are also free to set adequate sustainability and other quality standards by using technical specifications or contract performance conditions .


### quality , including technical merit , aesthetic and functional characteristics , accessibility , design for all users , environmental characteristics and innovative character ; ### quality , including technical merit , aesthetic and functional characteristics , accessibility , design for all users , environmental , social and innovative characteristics , as well as proximity where relevant ;


### public procurement plays a key role in the europe 2020 strategy as one of the market - based instruments to be used to achieve a smart , sustainable and inclusive growth while ensuring the most efficient use of public funds . for that purpose , the current public procurement rules adopted pursuant to directive 2004 / 17 / ec of the european parliament and of the council of 31 march 2004 coordinating the procurement procedures of entities operating in the water , energy , transport and postal services sectors and directive 2004 / 18 / ec of the european parliament and of the council of 31 march 2004 on the coordination of procedures for the award of public works contracts , public supply contracts and public service contracts have to be revised and modernised in order to increase the efficiency of public spending , facilitating in particular the participation of small and medium - sized enterprises in public procurement and to enable procurers to make better use of public procurement in support of common societal goals . there is also a need to clarify basic notions and concepts to ensure better legal certainty and to incorporate certain aspects of related well - established case - law of the court of justice of the european union . ### public procurement plays a key role in the europe 2020 strategy as one of the market - based instruments to be used to achieve a smart , sustainable and inclusive growth while ensuring the most efficient use of public funds . for that purpose , the current public procurement rules adopted pursuant to directive 2004 / 17 / ec of the european parliament and of the council of 31 march 2004 coordinating the procurement procedures of entities operating in the water , energy , transport and postal services sectors and directive 2004 / 18 / ec of the european parliament and of the council of 31 march 2004 on the coordination of procedures for the award of public works contracts , public supply contracts and public service contracts have to be revised and modernised in order to enable procurers to make better use of public procurement in support of sustainable development and other common societal goals , thereby increasing the efficiency of public spending , ensuring best value for money , and facilitating in particular the participation of small and medium - sized enterprises in public procurement and encouraging local procurement . as well as enabling procurers to make better use of public procurement in support of common societal goals . there is also a need to simplify the directives and to clarify basic notions and concepts to ensure better legal certainty and to incorporate certain aspects of related well - established case - law of the court of justice of the european union . this directive provides legislation on how to buy , what to buy is up to the contracting authorities . contracting authorities are encouraged to set demands that are stricter or go further than current eu legislation in specific areas , in order to reach the common objectives .


### furthermore , in technical specifications and in award criteria , contracting authorities should be allowed to refer to a specific production process , a specific mode of provision of services , or a specific process for any other stage of the life cycle of a product or service , provided that they are linked to the subject - matter of the public contract . in order to better integrate social considerations in public procurement , procurers may also be allowed to include , in the award criterion of the most economically advantageous tender , characteristics related to the working conditions of the persons directly participating in the process of production or provision in question . those characteristics may only concern the protection of health of the staff involved in the production process or the favouring of social integration of disadvantaged persons or members of vulnerable groups amongst the persons assigned to performing the contract , including accessibility for persons with disabilities . any award criteria which include those characteristics should in any event remain limited to characteristics that have immediate consequences on staff members in their working environment . they should be applied in accordance with directive 96 / 71 / ec of the european parliament and of the council of 16 december 1996 concerning the posting of workers in the framework of the provision of services and in a way that does not discriminate directly or indirectly against economic operators from other member states or from third countries parties to the agreement or to free trade agreements to which the union is party . for service contracts and for contracts involving the design of works , contracting authorities should also be allowed to use as an award criterion the organisation , qualification and experience of the staff assigned to performing the contract in question , as this may affect the quality of contract performance and , as a result , the economic value of the tender . ### furthermore , in technical specifications and in award criteria , contracting authorities should be allowed to refer to a specific production process , a specific mode of provision of services , or a specific process for any other stage of the life cycle of a product or service , provided that they are linked to the subject - matter of the public contract . in order to better integrate social considerations in public procurement , procurers may also be allowed to include , in the award criterion characteristics related to the working conditions of the persons directly participating in the process of production or provision in question . those characteristics may concern among others the protection of health of the staff involved in the production process or the favouring of social integration of disadvantaged persons or members of vulnerable groups amongst the persons assigned to performing the contract , including accessibility for persons with disabilities . any award criteria which include those characteristics should in any event remain limited to characteristics that have immediate consequences on staff members in their working environment . they should be applied in accordance with directive 96 / 71 / ec of the european parliament and of the council of 16 december 1996 concerning the posting of workers in the framework of the provision of services and in a way that does not discriminate directly or indirectly against economic operators from other member states or from third countries parties to the agreement or to free trade agreements to which the union is party . for service contracts and for contracts involving the design of works , contracting authorities should also be allowed to use as an award criterion the organisation , qualification and experience of the staff assigned to performing the contract in question , as this may affect the quality of contract performance and , as a result , the economic value of the tender . contracting authorities may include social considerations in the technical specifications when this is relevant and linked to the subject matter of the contract .


### compression ignition engines for use other than in propulsion of inland waterway vessels may be placed on the market under a flexibility scheme in accordance with the procedure referred to in annex xiii in addition to paragraphs 1 to 5 . ### compression ignition engines for use other than in propulsion of railcars and inland waterway vessels may be placed on the market under a flexibility scheme in accordance with the procedure referred to in annex xiii in addition to paragraphs 1 to 5 .


### the rules applicable to the flexibility scheme should be adapted to extend the application of that scheme to engines for use in propulsion of railcars and locomotives . ### the rules applicable to the flexibility scheme should be adapted to extend the application of that scheme to engines for use in propulsion of locomotives for strictly limited period of time .


### a delegated act adopted pursuant to articles 9 , 10 and 14 shall enter into force only if no objection has been expressed either by the european parliament or the council within a period of two months of notification of that act to the european parliament and the council or if , before the expiry of that period , the european parliament and the council have both informed the commission that they will not object . that period shall be extended by two months at the initiative of the european parliament or of the council . ### a delegated act adopted pursuant to articles 10 and 14 shall enter into force only if no objection has been expressed either by the european parliament or the council within a period of two months of notification of that act to the european parliament and the council or if , before the expiry of that period , the european parliament and the council have both informed the commission that they will not object . that period shall be extended by two months at the initiative of the european parliament or of the council .


### those obligations should be extended beyond the electronic communications sector to key providers of information society services , as defined in directive 98 / 34 / ec of the european parliament and of the council of 22 june 1998 laying down a procedure for the provision of information in the field of technical standards and regulations and of rules on information society services27 , which underpin downstream information society services or on - line activities , such as e - commerce platforms , internet payment gateways , social networks , search engines , cloud computing services , application stores . disruption of these enabling information society services prevents the provision of other information society services which rely on them as key inputs . software developers and hardware manufacturers are not providers of information society services and are therefore excluded . those obligations should also be extended to public administrations , and operators of critical infrastructure which rely heavily on information and communications technology and are essential to the maintenance of vital economical or societal functions such as electricity and gas , transport , credit institutions , stock exchange and health . disruption of those network and information systems would affect the internal market . __________________ 27 oj l 204 , 21 . 7 . 1998 , p . 37 . ### those obligations should be extended beyond the electronic communications sector to key providers of information society services , as defined in directive 98 / 34 / ec of the european parliament and of the council of 22 june 1998 laying down a procedure for the provision of information in the field of technical standards and regulations and of rules on information society services27 , which underpin downstream information society services or on - line activities , such as e - commerce platforms , internet payment gateways , social networks , search engines , cloud computing services , application stores . __________________ 27 oj l 204 , 21 . 7 . 1998 , p . 37 .


### without prejudice to the possibility for the cooperation network to have informal international cooperation , the union may conclude international agreements with third countries or international organisations allowing and organizing their participation in some activities of the cooperation network . such agreement shall take into account the need to ensure adequate protection of the personal data circulating on the cooperation network . ### without prejudice to the possibility for the cooperation network to have informal international cooperation , the union may conclude international agreements with third countries or international organisations allowing and organizing their participation in some activities of the cooperation network . such agreement shall take into account the need to ensure adequate protection of the personal data circulating on the cooperation network , without disclosing eu citizens ' personal data to third parties .


### to ensure convergent implementation of article 14 , member states shall encourage the use of standards and / or specifications relevant to networks and information security . ### to ensure convergent implementation of article 14 , member states shall encourage the use of open standards and / or specifications relevant to networks and information security , and ensure that these standards comply with existing union legislation .


### member states shall ensure a high level of security of the network and information systems in their territories in accordance with this directive . ### the european union and its member states , public administrations and market operators shall ensure a high level of security of the network and information systems they either develop , operate or have under their control .


### member states shall ensure that public administrations and market operators take appropriate technical and organisational measures to manage the risks posed to the security of the networks and information systems which they control and use in their operations . having regard to the state of the art , these measures shall guarantee a level of security appropriate to the risk presented . in particular , measures shall be taken to prevent and minimise the impact of incidents affecting their network and information system on the core services they provide and thus ensure the continuity of the services underpinned by those networks and information systems . ### the european union and its member states , public administrations and market operators shall take appropriate technical and organisational measures to manage the risks posed to the security of the networks and information systems they develop , and / or operate , and / or control and use in their operations . having regard to the state of the art , these measures shall guarantee a level of security appropriate to the risk presented . in particular , measures shall be taken to prevent and minimise the impact of incidents affecting their network and information system on the core services they provide and thus ensure the continuity of the services underpinned by those networks and information systems .


### member states shall ensure that public administrations and market operators notify to the competent authority incidents having a significant impact on the security of the core services they provide . ### member states shall ensure that public administrations and market operators notify to the competent authority incidents having an impact on the security of the core services they provide .


### to ensure transparency and properly inform eu citizens and market operators , the competent authorities should set up a common website to publish non confidential information on the incidents and risks . ### to ensure transparency and properly inform eu citizens and market operators , the competent authorities should set up a common website to publish non confidential information on the incidents , risks and ways of risk mitigation .


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


### the delegation of powers referred to in articles 9 , 10 and 14 may be revoked at any time by the european parliament or by the council . a decision to revoke shall put an end to the delegation of the powers specified in that decision . it shall take effect the day following the publication of the decision in the official journal of the european union or at a later date specified therein . it shall not affect the validity of any delegated act already in force . ### the delegation of powers referred to in articles 10 and 14 may be revoked at any time by the european parliament or by the council . a decision to revoke shall put an end to the delegation of the powers specified in that decision . it shall take effect the day following the publication of the decision in the official journal of the european union or at a later date specified therein . it shall not affect the validity of any delegated act already in force .


### member states shall ensure that the competent authorities have all the powers necessary to investigate cases of non - compliance of public administrations or market operators with their obligations under article 14 and the effects thereof on the security of networks and information systems . ### the competent authorities shall investigate cases of non - compliance with the obligations of this directive and the effects thereof on the security of networks and information systems .


### in several member states , a certain proportion of the non - executive directors can or must be appointed or elected by the company ' s workforce and / or organisations of workers pursuant to national law or practice . the quantitative objectives provided for in this directive should apply to all non - executive directors including employee representatives . however , the practical procedures for ensuring that those objectives are attained , taking into account the fact that some non - executive directors are employee representatives , should be defined by the member states concerned . ### in several member states , a certain proportion of the non - executive directors can or must be appointed or elected by the company ' s workforce and / or organisations of workers pursuant to national law or practice . the quantitative objectives provided for in this directive should apply to all non - executive directors including employee representatives . this directive should take account of the diversity and national characteristics of selection procedures in the member states .


### in several member states , a certain proportion of the non - executive directors can or must be appointed or elected by the company ' s workforce and / or organisations of workers pursuant to national law or practice . the quantitative objectives provided for in this directive should apply to all non - executive directors including employee representatives . however , the practical procedures for ensuring that those objectives are attained , taking into account the fact that some non - executive directors are employee representatives , should be defined by the member states concerned . ### in several member states , a certain proportion of the directors can or must be appointed or elected by the company ' s workforce and / or organisations of workers pursuant to national law or practice . the quantitative objectives provided for in this directive should apply to all directors including employee representatives . this directive should therefore take account of the diversity of selection procedures that exists in member states .


### since listed companies should aim to increase the proportion of the under - represented sex in all decision - making positions , member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that members of the under - represented sex hold at least one third of all director positions , irrespective of whether they are executive or non - executive . ### since the percentage of women among executive directors is even lower , an additional incentive should be created to increase the number of female executive directors . member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that directors of the underrepresented sex hold at least one third of all director positions under the condition that at least one of the executive directors is of the under - represented sex .


### in line with that case - law , member states should ensure that the selection of the best qualified candidates for non - executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre - established , clear , neutrally formulated and unambiguous criteria . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is equally qualified as the candidate of the other sex in terms of suitability , competence and professional performance , and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sex . ### in line with article 23 of the charter of fundamental rights of the european union and where applicable related case - law , member states should ensure transparency in their recruitment , vacancy announcement , selection and appointment procedures while respecting private life with regard to the processing of personal data , recognised by the articles 7 and 8 of the charter . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is at least equally qualified as the candidate of the other . member states should ensure that companies that do not progress towards the directive ' s key objective disclose additional information on their recruitment , selection and appointment policies , and in particular deliver concrete plans to improve gender balance on their boards .


### member states shall ensure that listed companies are obliged to disclose , on the request of an unsuccessful candidate , the qualification criteria upon which the selection was based , the objective comparative assessment of those criteria and , where relevant , the considerations tilting the balance in favour of a candidate of the other sex . ### member states shall ensure that listed companies are obliged to disclose to an unsuccessful candidate , the number and gender of the candidates in the selection pool while respecting their anonymity in accordance with eu law on data protection , the qualification criteria upon which the selection or appointment was based , the objective comparative assessment of those criteria and , where relevant , the considerations tilting the balance in favour of a candidate of the other sex .


### member states exercise a dominant influence over listed companies which are public undertakings within the meaning of article 2 of commission directive 2006 / 111 / ec of 16 november 2006 on the transparency of financial relations between member states and public undertakings , as well as on financial transparency within certain undertakings . 32 due to that dominant influence , they have the instruments at their disposal to bring about the necessary change more rapidly . therefore , in such companies the objective of least 40 per cent of non - executive directors of the under - represented sex should be set at an earlier date . ### member states exercise a dominant influence over large public undertakings within the meaning of article 2 of commission directive 2006 / 111 / ec of 16 november 2006 on the transparency of financial relations between member states and public undertakings , as well as on financial transparency within certain undertakings . 32 due to that dominant influence , they have the instruments at their disposal to bring about the necessary change more rapidly . therefore , in such companies the objective of least 40 per cent of directors of the under - represented sex should be set at an earlier date .


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


### the number of non - executive director positions necessary to meet the objective laid down in paragraph 1 shall be the number closest to the proportion of 40 per cent , but not exceeding 49 per cent . ### the number of director positions necessary to meet the objective laid down in paragraph 1 shall be at least 40 per cent .


### where a listed company does not meet the objectives laid down in article 4 or its own individual commitments taken pursuant to paragraph 1 of this article , the information referred to in paragraph 2 of this article shall include the reasons for not reaching the objectives or commitments and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitments . ### where a listed company or a public undertaking does not make progress towards the objectives laid down in article 4 or , the information referred to in paragraph 2 of this article shall include the reasons for not achieving progress and a comprehensive description of the additional measures which the company has adopted or intends to adopt in order to meet the objectives .


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


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


### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors and about the measures taken in view of the objectives laid down in article 4 and in paragraph 1 of this article , and to publish that information in an appropriate and accessible manner on their website . ### member states shall require listed companies and large public undertakings to provide information to the competent national authorities once a year , where applicable in their annual reports , as from [ two years after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors and about the progress made and the measures taken in view of the objectives laid down in article 4 and in paragraph 1 of this article , and where applicable , about the gender of all appointed directors during the reference period , and to publish that information in an appropriate , easily and accessible manner on their website .


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


### this directive lays down measures to ensure a more balanced representation of men and women among the non - executive directors of listed companies by establishing measures aimed at accelerated progress towards gender balance while allowing companies sufficient time to make the necessary arrangements . ### this directive lays down measures to ensure a more balanced representation of men and women among the directors of listed companies and large public undertakings by establishing measures aimed at accelerated progress towards gender balance while allowing companies sufficient time to make the necessary arrangements .


### determining the number of non - executive director positions necessary to meet the objective requires further specification since for most board sizes it is mathematically possible only to go beyond or remain below the exact share of 40 per cent . therefore , the number of board positions necessary to meet the objective should be the number closest to 40 per cent . at the same time , in order to avoid discrimination of the initially over - represented sex , listed companies should not be obliged to appoint members of the under - represented sex to half or more of the non - executive board positions . thus , for example , members of the under - represented sex should hold at least one position on boards with three or four non - executive directors , at least two positions on boards with five or six non - executive directors , and at least three positions on boards with seven or eight non - executive directors . ### determining the number of director positions necessary to meet the objective requires further specification since for most board sizes it is mathematically possible only to go beyond or remain below the exact share of 40 per cent . therefore , the number of board positions necessary to meet the objective should be the number closest to 40 per cent . at the same time , in order to avoid discrimination of the initially over - represented sex , listed companies and large public undertakings should not be obliged to appoint members of the under - represented sex to more than half of the board positions . thus , for example , members of the under - represented sex should hold at least one position on boards with three directors , at least two positions on boards with four , five or six directors , and at least three positions on boards with seven or eight directors .


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


### in line with that case - law , member states should ensure that the selection of the best qualified candidates for non - executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre - established , clear , neutrally formulated and unambiguous criteria . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is equally qualified as the candidate of the other sex in terms of suitability , competence and professional performance , and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sex . ### in line with article 23 of the charter of fundamental rights of the european union and where applicable related case - law , member states should ensure transparency in their recruitment , selection and appointment procedures while respecting private life with regard to the processing of personal data , recognised by the articles 7 and 8 of the charter . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is at least equally qualified as the candidate of the other . member states should ensure that companies that do not progress towards the directive ' s key objective disclose additional information on their recruitment , selection and appointment policies , and in particular deliver concrete plans to improve gender balance on their boards .


### in order to attain the objective laid down in paragraph 1 , member states shall ensure that , in the selection of non - executive directors , priority shall be given to the candidate of the under - represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability , competence and professional performance , unless an objective assessment taking account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex . ### in order to attain the objective laid down in paragraph 1 , and in accordance with article 23 of the charter of fundamental rights of the european union , member states shall ensure that , in the recruitment , selection and appointment of directors , priority shall be given to the competent candidate of the under - represented sex , unless an objective assessment taking account of all criteria tilts the balance in favour of the candidate of the other sex . to this end , the selection criteria must above all be clear , transparent and non - discriminatory . in the case of a competence - based selection procedure , priority shall be given to the candidate of the under - represented sex in cases where that candidate is at least equally qualified as a candidate of the other sex in terms of suitability , competence or professional performance .


### member states shall ensure that listed companies are obliged to disclose , on the request of an unsuccessful candidate , the qualification criteria upon which the selection was based , the objective comparative assessment of those criteria and , where relevant , the considerations tilting the balance in favour of a candidate of the other sex . ### member states shall ensure that listed companies and large public undertakings are obliged to disclose to an unsuccessful candidate , the number and gender of the candidates in the selection pool while respecting their anonymity in accordance with eu law on data protection , the qualification criteria upon which the recruitment , selection or appointment was based , the objective comparative assessment of those criteria and , where relevant , the considerations tilting the balance in favour of a candidate of the other sex .


### member states shall require listed companies to provide information to the competent national authorities , once a year as from [ two years after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors and about the measures taken in view of the objectives laid down in article 4 and in paragraph 1 of this article , and to publish that information in an appropriate and accessible manner on their website . ### member states shall require listed companies and public undertakings to provide information to the competent national authorities , where applicable in their annual reports , once a year as from [ one year after adoption ] , about the gender representation on their boards , distinguishing between non - executive and executive directors . listed companies and public undertakings that have not yet achieved the objectives laid down in article 4 or shall provide additional information to the competent national authorities , where applicable in their annual reports , once a year as from [ one year after adoption ] , about the progress made and measures taken in view of the objectives laid down in article 4 or and where applicable , about the gender of all appointed directors during the reference period and the percentage difference in remuneration and compensation scheme between men and women in executive and non - executive director positions . all information shall be published in an appropriate and accessible manner on their website .


### in line with that case - law , member states should ensure that the selection of the best qualified candidates for non - executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre - established , clear , neutrally formulated and unambiguous criteria . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is equally qualified as the candidate of the other sex in terms of suitability , competence and professional performance , and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sex . ### in line with article 23 of the charter of fundamental rights of the european union and where applicable related case - law , member states should ensure transparency in their recruitment , vacancy announcement , selection and appointment procedures while respecting private life with regard to the processing of personal data , recognised by the articles 7 and 8 of the charter . examples of types of selection criteria that companies could apply include professional experience in managerial and / or supervisory tasks , knowledge in specific relevant areas such as finance , controlling or human resources management , leadership and communication skills and networking abilities . priority should be given to the candidate of the under - represented sex if that candidate is at least equally qualified as the candidate of the other . member states should ensure that companies that do not progress towards the directive ' s key objective disclose additional information on their recruitment , selection and appointment policies , and in particular deliver concrete plans to improve gender balance on their boards .


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


### member states shall ensure that listed companies in whose boards members of the under - represented sex hold less than 40 per cent of the non - executive director positions make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate , by applying pre - established , clear , neutrally formulated and unambiguous criteria , in order to attain the said percentage at the latest by 1 january 2020 or at the latest by 1 january 2018 in case of listed companies which are public undertakings . ### member states shall ensure that listed companies in whose boards members of the under - represented sex hold less than 40 per cent of the director positions adjust their recruitment , including pre - selection , selection , or appointment procedures for all director positions , in such a way that they effectively contribute to the attainment of the said percentage at the latest by 1 january 2020 or at the latest by 1 january 2018 in case of public undertakings . member states shall ensure that listed companies and public undertakings make the adjustments at the appropriate stages of the recruitment , pre - selection , selection or appointment process . in particular , member states shall ensure that companies select candidates for a board position from a gender balanced selection pool and in case of an election procedure , ensure gender diversity in the composition of the short - list of candidates while ensuring that the sex of the director elected in this procedure is not in any way predetermined . to the extent that the selection procedure takes place on the basis of a comparative analysis of the qualifications of each candidate , member states shall ensure that such adjustments include the application of pre - established , clear , neutrally formulated and unambiguous criteria .


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


### since listed companies should aim to increase the proportion of the under - represented sex in all decision - making positions , member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that members of the under - represented sex hold at least one third of all director positions , irrespective of whether they are executive or non - executive . ### since the percentage of women among executive directors is even lower , an additional incentive should be created to increase the number of female executive directors . member states may provide that the objective laid down in this directive should be considered to be met where listed companies can show that directors of the underrepresented sex hold at least one third of all director positions under the condition that at least one of the executive directors is of the under - represented sex .


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


### where a listed company does not meet the objectives laid down in article 4 or its own individual commitments taken pursuant to paragraph 1 of this article , the information referred to in paragraph 2 of this article shall include the reasons for not reaching the objectives or commitments and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitments . ### where a listed company or a public undertaking does not make progress towards the objectives laid down in article 4 or , the information referred to in paragraph 2 of this article shall include the reasons for not achieving progress and a comprehensive description of the additional measures which the company has adopted or intends to adopt in order to meet the objectives .


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


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


### the aim is to supply sufficient food , feed , biomass and other raw - materials , while safeguarding natural resources and enhancing ecosystems services , including coping with and mitigating climate change . the activities shall focus on more sustainable and productive agriculture and forestry systems which are both resource - efficient and resilient , while at the same time developing of services , concepts and policies for thriving rural livelihoods . ### the aim is to supply sufficient food , feed , biomass and other raw - materials , while safeguarding natural resources including biodiversity , in a european and world - wide perspective and enhancing ecosystems services , including with and mitigating climate change . the activities shall focus on more sustainable , resilient and productive agriculture and forestry systems which are both resource - efficient , protect natural resources , are diverse and can adapt to a changing environment and are resilient , while at the same time developing of services , concepts and policies for divers food systems and thriving rural livelihoods


### activities shall focus on research , development and full scale demonstration - of innovative renewables and carbon capture and storage technologies offering larger scale , lower cost , environmentally safe technologies with higher conversion efficiency and higher availability for different market and operating environments . ### activities shall focus on research , development and demonstration of innovative renewables offering more efficient , lower cost , environmentally safe technologies with higher conversion efficiency and higher availability for different market and operating environments .


### public procurement plays a key role in the europe 2020 strategy as one of the market - based instruments to be used to achieve a smart , sustainable and inclusive growth while ensuring the most efficient use of public funds . for that purpose , the current public procurement rules adopted pursuant to directive 2004 / 17 / ec of the european parliament and of the council of 31 march 2004 coordinating the procurement procedures of entities operating in the water , energy , transport and postal services sectors and directive 2004 / 18 / ec of the european parliament and of the council of 31 march 2004 on the coordination of procedures for the award of public works contracts , public supply contracts and public service contracts have to be revised and modernised in order to increase the efficiency of public spending , facilitating in particular the participation of small and medium - sized enterprises in public procurement and to enable procurers to make better use of public procurement in support of common societal goals . there is also a need to clarify basic notions and concepts to ensure better legal certainty and to incorporate certain aspects of related well - established case - law of the court of justice of the european union . ### public procurement plays a key role in the europe 2020 strategy as one of the market - based instruments to be used to achieve a smart , sustainable and inclusive growth while ensuring the most efficient use of public funds . for that purpose , the current public procurement rules adopted pursuant to directive 2004 / 17 / ec of the european parliament and of the council of 31 march 2004 coordinating the procurement procedures of entities operating in the water , energy , transport and postal services sectors and directive 2004 / 18 / ec of the european parliament and of the council of 31 march 2004 on the coordination of procedures for the award of public works contracts , public supply contracts and public service contracts have to be revised and modernised in order to enable procurers to make better use of public procurement in support of sustainable development and other common long term societal goals , thereby increasing the efficiency of public spending by ensuring best value for money , and to facilitate in particular the participation of small and medium - sized enterprises in public procurement . there is also a need to simplify the directives , particularly with regard to how sustainability objectives can be incorporated into public procurement , and to clarify basic notions and concepts to ensure better legal certainty and to incorporate certain aspects of related well - established case - law of the court of justice of the european union .


### public procurement plays a key role in the europe 2020 strategy as one of the market - based instruments to be used to achieve a smart , sustainable and inclusive growth while ensuring the most efficient use of public funds . for that purpose , the current public procurement rules adopted pursuant to directive 2004 / 17 / ec of the european parliament and of the council of 31 march 2004 coordinating the procurement procedures of entities operating in the water , energy , transport and postal services sectors and directive 2004 / 18 / ec of the european parliament and of the council of 31 march 2004 on the coordination of procedures for the award of public works contracts , public supply contracts and public service contracts have to be revised and modernised in order to increase the efficiency of public spending , facilitating in particular the participation of small and medium - sized enterprises in public procurement and to enable procurers to make better use of public procurement in support of common societal goals . there is also a need to clarify basic notions and concepts to ensure better legal certainty and to incorporate certain aspects of related well - established case - law of the court of justice of the european union . ### public procurement plays a key role in the europe 2020 strategy as one of the market - based instruments to be used to achieve a smart , sustainable and inclusive growth while ensuring the most efficient use of public funds . for that purpose , the current public procurement rules adopted pursuant to directive 2004 / 17 / ec of the european parliament and of the council of 31 march 2004 coordinating the procurement procedures of entities operating in the water , energy , transport and postal services sectors and directive 2004 / 18 / ec of the european parliament and of the council of 31 march 2004 on the coordination of procedures for the award of public works contracts , public supply contracts and public service contracts have to be revised and modernised in order to enable procurers in the public sector to make better use of public procurement in support of sustainable development and other higher common societal goals thereby increasing the efficiency of public spending , while ensuring the best possible outcome in cost - benefit ratio terms and facilitating in particular the participation of small and medium - sized enterprises in public procurement . there is also a need to simplify eu rules on public procurement , particularly with regard to the method used to achieve the sustainability objectives which should be included in public procurement policy , and to clarify basic notions and concepts to ensure better legal certainty and to incorporate certain aspects of related well - established case - law of the court of justice of the european union .


### under article 11 of the treaty on the functioning of the european union , environmental protection requirements must be integrated into the definition and implementation of the union policies and activities , in particular with a view to promoting sustainable development . this directive clarifies how the contracting authorities may contribute to the protection of the environment and the promotion of sustainable development , whilst ensuring that they can obtain the best value for money for their contracts . ### under article 11 of the treaty on the functioning of the european union , environmental protection requirements must be integrated into the definition and implementation of the union policies and activities , in particular with a view to promoting sustainable development . this directive clarifies how the contracting authorities may contribute to the protection of the environment and the promotion of sustainable development , thereby ensuring that they can obtain the best value for money for their contracts .


### the commission shall regularly convene a forum composed of representatives of the competent authorities of the member states . the competent authorities and the commission shall cooperate in activities in support of implementation of this directive . ### the commission shall regularly convene a forum composed of representatives of the competent authorities of the member states , representatives of industry , workers and non - governmental organisations promoting the protection of human health and / or the environment in support of the application , implementation and technical adaptation of this directive .


### the commission shall inform the forum referred to in article 17 of such notifications . ### the commission shall consult the forum referred to in article 17 prior to listing substances in part 3 of annex i and about notifications made pursuant to the first subparagraph of this paragraph .


### information to be supplied by the operator following a major accident ### information to be supplied by the operator and actions to be taken following a major accident


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


### ‘ new establishment’ means an establishment that is newly constructed or has yet to enter into operation ; ### ‘ new establishment’ means an establishment that is newly constructed after 1 june 2015 or will enter into operation after 1 june 2017 , or that due to modifications to its installations , activities or to its inventory of dangerous substances after 1 june 2015 falls within the scope of this directive ;


### the commission should be empowered to adopt delegated acts in accordance with article 290 of the treaty in respect of the adoption of criteria for derogations and amendments to the annexes of this directive . ### in order to adapt this directive to technical and scientific progress , the power to adopt acts in accordance with article 290 of the treaty on the functioning of the european union should be delegated to the commission in respect of amendments to part 3 of annex i , and the annexes ii to vi of this directive . it is of particular importance that the commission carry out appropriate consultations during its preparatory work , including at expert level . the commission , when preparing and drawing up delegated acts , should ensure a simultaneous , timely and appropriate transmission of relevant documents to the european parliament and council .


### the transport of dangerous substances and intermediate temporary storage by road , rail , internal waterways , sea or air , outside the establishments covered by this directive , including loading and unloading and transport to and from another means of transport at docks , wharves or marshalling yards ; ### the transport of dangerous substances and intermediate temporary storage , unless occurring on a regular basis or for periods exceeding 24 hours on working days or 72 hours when including a weekend , by road , rail , internal waterways , sea or air , outside the establishments covered by this directive , including loading and unloading and transport to and from another means of transport at docks , wharves or marshalling yards ;


### access to the complete information referred to in article 13 and obtained by the competent authorities may be refused if the operator has requested not to disclose certain parts of the safety report or the inventory of dangerous substances for the reasons provided for in points , , or of article 4 of directive 2003 / 4 / ec . ### without prejudice to article 4 second subparagraph of directive 2003 / 4 / ec , access to the complete information referred to in article 13 and obtained by the competent authorities may be refused if the operator has requested not to disclose certain parts of the safety report for the reasons provided for in points , , or of article 4 of directive 2003 / 4 / ec .


### member states shall ensure that the competent authority , using the information received from the operators in compliance with articles 6 and 9 or through inspections pursuant to article 19 , identifies all lower - tier and upper - tier establishments or groups of establishments where the likelihood and the possibility or consequences of a major accident may be increased because of the location and the proximity of such establishments , and their inventories of dangerous substances . ### member states shall ensure that the competent authority , using the information received from the operators in compliance with article 6 , article 8 and article 9 or through inspections pursuant to article 19 , identifies all lower - tier and upper - tier establishments or groups of establishments where the likelihood and the possibility or consequences of a major accident may be increased because of the location and the proximity of such establishments , and their inventories of dangerous substances , or the proximity of other sites .


### description of processes , in particular the operating methods ; ### description of processes , in particular the operating methods according to best available techniques pursuant to directive 2010 / 75 / eu on industrial emissions ;


### member states shall require the operator to draw up a document setting out the major - accident prevention policy and to ensure that it is properly implemented . the mapp shall be established in writing . it shall be designed to guarantee a high level of protection for human health and the environment . it shall be proportionate to the major - accident hazards . it shall include the operator ' s overall aims and principles of action , the role and responsibility of management and shall address safety culture with respect to the control of major - accident hazards . ### member states shall require the operator to draw up a document setting out the major - accident prevention policy and to ensure that it is properly implemented . the mapp shall be established in writing . it shall be designed to guarantee a high level of protection for human health and the environment . it shall be proportionate to the major - accident hazards . it shall include the operator ' s overall aims and principles of action , timetable and measures for the attainment of these objectives , periodic assessment of progress made towards achieving these objectives , the role and responsibility of management and shall address safety culture with respect to the control and the commitment towards continuously improving the prevention of major - accident hazards . it shall be implemented by appropriate means , structures and management systems and shall include the safety management system for implementing it in accordance with annex iii .


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


### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as land lease contracts whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services . ### concessions are contracts for pecuniary interest through which one or more contracting authorities or entities awards the performance of works or the management of services for which they are responsible to one or more economic operators , and where the consideration for this delegation consists either in the right to execute and manage the works or provide the services which are the subject of the contract , or in that right together with payment . the execution of these works or services shall be subject to specific binding obligations defined by the grantor which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements through which the state or the contracting authority or entity awards an economic operator the right to exploit certain public domains or resources , such as land lease contracts , particularly in the maritime or inland ports sector , whereby the state or contracting authority or entity establishes only general conditions for their use without becoming a beneficiary of the specific works or services provided by the economic operator .


### in the light of the results of the evaluation conducted by the commission on the reform of public procurement rules it is appropriate to exclude from the full application of this directive only those services which have a limited cross - border dimension , namely the so - called services to the person such as certain social , health and educational services . these services are provided within a particular context that varies widely amongst member states , due to different cultural traditions . a specific regime should therefore be established for concession for these services which takes into account the fact that they are newly regulated . an obligation to publish a prior information notice and a concession award notice of any concession with a value equal to or greater than thresholds established in this directive is an adequate way to provide information on business opportunities to potential tenderers as well as on the number and type of contracts awarded to all interested parties . furthermore , member states should put in place appropriate measures with reference to the award of concession contracts for these services aimed at ensuring compliance with the principles of transparency and equal treatment of economic operators while allowing contracting authorities and contracting entities to take into account the specificities of the services in question . member states should ensure that contracting authorities and contracting entities may take into account the need to ensure quality , continuity , accessibility , availability and comprehensiveness of the services , the specific needs of different categories of users , the involvement and empowerment of users and innovation . ### in the light of the results of the evaluation conducted by the commission on the reform of public procurement rules it is appropriate to exclude from the full application of this directive those services which have a limited cross - border dimension , namely the so - called services to the person . these services are provided within a particular context that varies widely amongst member states , due to different cultural traditions . a lighter regime should therefore be established for concession for these services . an obligation to publish a concession award notice of the award of those concessions which are above the threshold is an adequate way to ensure compliance with the principles of transparency and equal treatment of economic operators while allowing contracting authorities and contracting entities to take into account the specificities of the services in question .


### a ' public works concession ' means a contract for pecuniary interest concluded in writing between one or more economic operators and one or more contracting authorities and having as their object the execution of works , where the consideration for the works to be carried out consists either solely in the right to exploit the works that are the subject of the contract or in that right together with payment . ### a ‘ works concession’ means a contract for pecuniary interest concluded in writing by means of which one or more contracting authorities or contracting entities entrusts the execution of works to one or more economic operators , where the consideration for this delegation consists either solely in the right to exploit the works that are the subject of the contract or in that right together with payment . a ‘ services concession’ means a contract for pecuniary interest concluded in writing by means of which one or more contracting authorities or contracting entities entrusts the operation of a service for which they are responsible to one or more economic operators , where the consideration for this delegation consists either solely in the right to exploit the service which is the subject of the contract or in that right together with payment . the right to exploit the works or services shall imply the transfer to the concessionaire of the substantial economic risk in exploiting these works or services , defined as the risk of exposure to the vagaries of the market . the concessionaire shall be deemed to assume the substantial operating risk where , under normal conditions of exploitation , it is not guaranteed to recoup the investments made or the costs incurred in operating the works or the services which are the subject - matter of the concession .


### concessions for social and other specific services listed in annex x falling within the scope of this directive shall be subject to the obligation of paragraph 3 of art . 26 and of paragraph 1 of article 27 . ### concessions for social and other specific services listed in annex x of this directive shall be subject only to the obligation of paragraphs 1 and 3 of article 27 .


### name and address of the oversight body and the body responsible for review and , where appropriate , mediation procedures . precise information concerning the deadline for review procedures , or if need be , the name , address , telephone number , fax number and email address of the service from which this information may be obtained . ### name and address of the body responsible for review and , where appropriate , mediation procedures . precise information concerning the deadline for review procedures , or if need be , the name , address , telephone number , fax number and email address of the service from which this information may be obtained .


### this directive should not in any way affect the freedom of member states or public authorities to decide on the direct provision of works or services to the public or on the outsourcing of such provision to third parties . member states or public authorities should remain free to define the characteristics of the service to be provided , including any conditions regarding the quality or price of the services , in order to pursue their public policy objectives ### this directive recognises and reaffirms the right of member states and public authorities to decide the means of administration they judge to be most appropriate for performing the works and providing the services for which they are responsible . this directive should not in any way affect the freedom of member states and public authorities to perform works or provide services directly to the public or to outsource such provision by delegating it to third parties . member states or public authorities shall retain the right to define and specify the characteristics of the services to be provided , including any conditions regarding the quality or price of the services , in order to pursue their public policy objectives


### at least 90% of the activities of that legal person are carried out for the controlling contracting authority or entity or for other legal persons controlled by that contracting authority or entity ### at least 80 % of the activities of that legal person are carried out for the controlling contracting authority or entity or for other legal persons controlled by that contracting authority or entity


### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as land lease contracts whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services . ### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as tenancy contracts whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services . the general conditions contained in both tenancy and land lease contracts are rules concerning the transfer of the rented property to the tenant , the use thereof , the respective obligations of the landlord and the tenant with regard to the maintenance of the rented property , the duration of the lease and repossession by the landlord of the rented property , the rent and other costs borne by the tenant .


### the acquisition or rental , by whatever financial means , of land , existing buildings or other immovable property or concerning rights thereon ; however financial service concessions awarded at the same time as , before or after the contract of acquisition or rental , in whatever form , shall be subject to this directive ; ### the acquisition , rental or lease , by whatever financial means , of land , existing buildings or other immovable property or concerning rights thereon ;


### paragraph 1 also applies where a controlled entity which is a contracting authority or contracting entity as referred to in paragraph 1 subparagraph 1 of article 4 awards a concession to its controlling entity , or to another legal person controlled by the same contracting authority , provided that there is no private participation in the legal person being awarded the public concession . ### paragraph 1 also applies where a controlled entity which is a contracting authority or contracting entity as referred to in paragraph 1 subparagraph 1 of article 4 awards a concession to its controlling entity or entities , or to another legal person controlled by the same contracting authority , provided that there is no private participation in the legal person being awarded the public concession , with the exception of legally enforced forms of private participation .


### financial services in connection with the issue , sale , purchase or transfer of securities or other financial instruments within the meaning of directive 2004 / 39 / ec of the european parliament and of the council , central bank services and operations conducted with the european financial stability facility ; ### financial services in connection with the issue , sale , purchase or transfer of securities or other financial instruments within the meaning of directive 2004 / 39 / ec of the european parliament and of the council , central bank services and transactions conducted with the european financial stability facility as well as operations to raise money or capital for the contracting authority ;


### such an authority or entity exercises over the legal person concerned a control which is similar to that which it exercises over its own departments ### such an authority or entity exercises over the legal person concerned a control which is equivalent to that which it exercises over its own departments , i . e . it exercises a decisive influence over both strategic objectives and significant decisions of the controlled legal person . with a view to determining whether such control is being exercised , account may also be taken of factors such as the level of representation on administrative , management or supervisory bodies , the relevant provisions of the articles of association or the ownership arrangements


### difficulties related to the interpretation of the concepts of concession and public contract have been source of continued legal uncertainty among stakeholders and have given rise to numerous judgments of the court of justice of the european union on this subject . therefore , the definition of concession should be clarified , in particular by referring to the concept of substantial operating risk . the main feature of a concession , the right to exploit the works or services , always implies the transfer to the concessionaire of an economic risk involving the possibility that it will not recoup the investments made and the costs incurred in operating the works or services awarded . the application of specific rules governing the award of concessions would not be justified if the contracting authority or entity relieved the contractor of any potential loss , by guaranteeing a minimal revenue , equal or higher to the costs that the contractor has to incur in relation with the performance of the contract . at the same time it should be made clear that certain arrangements which are fully paid by a contracting authority or a contracting entity should qualify as concessions where the recoupment of the investments and costs incurred by the operator for execution the work or provididng the service depends on the actual demand for or the availability of the service or asset . ### the main feature of a concession , the right to exploit the works or services , always implies the transfer to the concessionaire of an economic risk involving the possibility that it will not recoup the investments made and the costs incurred in operating the works or services awarded under normal operating conditions . the application of specific rules governing the award of concessions would not be justified if the contracting authority or entity relieved the contractor of any potential loss . however certain arrangements which are fully paid by a contracting authority or a contracting entity should qualify as concessions where the recoupment of the investments and costs incurred by the operator for execution the work or providing the service depends on the actual demand for or the availability of the service or asset .


### difficulties related to the interpretation of the concepts of concession and public contract have been source of continued legal uncertainty among stakeholders and have given rise to numerous judgments of the court of justice of the european union on this subject . therefore , the definition of concession should be clarified , in particular by referring to the concept of substantial operating risk . the main feature of a concession , the right to exploit the works or services , always implies the transfer to the concessionaire of an economic risk involving the possibility that it will not recoup the investments made and the costs incurred in operating the works or services awarded . the application of specific rules governing the award of concessions would not be justified if the contracting authority or entity relieved the contractor of any potential loss , by guaranteeing a minimal revenue , equal or higher to the costs that the contractor has to incur in relation with the performance of the contract . at the same time it should be made clear that certain arrangements which are fully paid by a contracting authority or a contracting entity should qualify as concessions where the recoupement of the investements and costs incurred by the operator for execution the work or provididng the service depends on the actual demand for or the availability of the service or asset . ### difficulties related to the interpretation of the concept of concession have generated continued legal uncertainty among stakeholders and have given rise to numerous judgments of the court of justice of the european union on this subject . therefore , the definition of concession should be clarified , in particular by referring to the concept of operating risk . the main feature of a concession , the right to exploit the works or services , always implies the transfer to the concessionaire of an economic risk involving the possibility that it will not recoup the investments made and the costs incurred in operating the works or services awarded under normal operating conditions . the application of specific rules governing the award of concessions would not be justified if the grantor relieved the concessionaire of any potential loss , by guaranteeing a minimal revenue , equal or higher to the costs that the contractor has to incur in relation with the performance of the contract . at the same time it should be made clear that certain arrangements which are fully paid by a contracting authority or a contracting entity should qualify as concessions where the recouping of the investments and costs incurred by the operator for execution the work or providing the service depends on the actual demand for or the availability of the service or asset .


### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as land lease contracts whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services . ### concessions are contracts for pecuniary interest concluded between one or more economic operators and one or more contracting authorities or entities and having as their object the acquisition of works or services where the consideration consists , normally , in the right to exploit the works or services that are the subject of the contract . the execution of these works or services are subject to specific binding obligations defined by the contracting authority or entity which are legally enforceable . by contrast , certain state acts such as authorisations or licences , or approval requirements for the provision of social services , whereby the state or a public authority establishes the conditions for the exercise of an economic activity , should not qualify as concessions . the same applies to certain agreements having as their object the right of an economic operator to exploit certain public domains or resources , such as tenancy contracts whereby the state or contracting authority or entity establishes only general conditions for their use without acquiring specific works or services . the general conditions contained in both tenancy and land lease contracts are rules concerning the transfer of the rented property to the tenant , the use thereof , the respective obligations of the landlord and the tenant with regard to the maintenance of the rented property , the duration of the lease and repossession by the landlord of the rented property , the rent and other costs borne by the tenant , including penalties .