# EUR-Lex - 52011PC0683 - EN

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# 52011PC0683

**Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and Commission Directive 2007/14/EC /* COM/2011/0683 final - 2011/0307 (COD) */**

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EXPLANATORY MEMORANDUM

1.           CONTEXT OF THE PROPOSAL

1.1.
General context

Article 33 of the Transparency Directive
(Directive 2004/109/EC) requested the European Commission to report on the
operation of this Directive[1].
The report published by the Commission in accordance with this Article shows
that the transparency requirements of the Directive are considered to be useful
for the proper and efficient functioning of the market by a majority of
stakeholders.

However, despite these achievements, the
review of the operation of the Transparency Directive showed that there are
areas where the regime it created could be improved. It is thus desirable to
provide for the simplification of certain issuers' obligations with a view to
make regulated markets more attractive for small and medium-sized issuers
raising capital in Europe. Additionally, the legal clarity and effectiveness of
the existing transparency regime needs to be increased, notably with respect to
the disclosure of corporate ownership.

This proposal for an amendment of the
Transparency Directive is consistent with the objective of maintaining and,
where necessary, enhancing the level of investor protection envisaged in the
Directive and ensuring that the information disclosed is sufficient and useful
for investment purposes at acceptable cost.

1.2.
Existing Community provisions in this area

The objective
of the Transparency Directive is to ensure a high level of investor confidence
through equivalent transparency for securities issuers and investors throughout
the European Union. In order to achieve this objective, the Transparency
Directive requires issuers of securities traded on regulated markets to publish
periodic financial information about the issuer's performance over the
financial year and on-going information on major holdings of voting rights. It
also introduces minimum standards for access to and storage of regulated
information. The Transparency Directive was
complemented by Commission Directive 2007/14/EC[2]
which contains implementing measures and by Commission recommendation on
storage of regulated information[3].
The Transparency Directive has been subsequently amended by Directives
2008/22/EC[4]
and 2010/78/EU[5]
as regards the implementing powers conferred on the Commission and the draft technical
standards developed by the European Securities and Markets Authority, and by Directive
2010/73/EU[6]
to align certain provisions of the Transparency Directive with the modified Prospectus Directive[7].

The
Transparency Directive obligations are closely connected with requirements set
out in other EU texts, either in the corporate governance/company law field or
in the financial markets/securities field. In particular, the Prospectus Directive includes disclosure
requirements that are very close to the core area of the Transparency Directive
obligations. The Prospectus Directive requires
companies offering shares to the public in the EU to issue a prospectus that
complies with the detailed rules under the directive. It also allows companies
to issue a prospectus in one EU country that would cover subsequent offers of
securities to the public or admission to trading throughout Europe, with
minimal translation obligations.

In addition,
the Transparency Directive is the instrument for implementing disclosure
obligations under other directives, such as the Market
Abuse Directive[8], which prohibits abusive behaviour on regulated markets (e.g.
insider dealing and market manipulation) and requires issuers to disclose
inside information.

1.3.
Consistency with other policies

Improvement of the regulatory environment for small and medium-sized
issuers and their access to capital are high political priorities for the
Commission. In this respect, in the Single Market Act Communication of April
2011[9], the Commission stated that the
Transparency Directive should
be revised "in order to make the obligations
applicable to listed SMEs more proportionate, whilst guaranteeing the same
level of investor protection". This proposal
aims at amending the Transparency Directive in order to meet this objective.

In addition, the review of the Transparency
Directive aims at ensuring transparency of major economic acquisitions in
companies, investor confidence and increased focus on long-term results, and
thus contributes to the general objective of the Commission to strengthen the
financial stability. Moreover improving access to regulated information at the
Union level aims at increasing functional integration
of European securities markets
and at insuring a better cross border visibility of small and medium-sized listed
companies.

As regards the
general issue of implementation, the Transparency Directive is also revised in
order to follow the conclusions of the Commission Communication on reinforcing
sanctioning regimes in the financial services sector[10]. In this Communication, the
Commission has envisaged EU legislative action to set minimum common standards
on certain key issues of sanctioning regimes, to be adapted to the specifics of
the different sectors. In order to ensure that sanctions of breaches of the
transparency requirements are sufficiently effective, proportionate and
dissuasive, the proposal aims to reinforce and approximate Member States' legal
framework concerning administrative sanctions and measures by providing for
sufficiently dissuasive administrative sanctions which apply to breaches of the
key requirements of the Transparency Directive, and an appropriate personal
scope of administrative sanctions and publication of sanctions. Criminal
sanctions are not covered by this proposal.

2.
Results of the consultations with the interested
parties and the impact assessment
2.1.
Consultations with the interested parties

The proposal has been prepared in
accordance with the Commission's approach to principles of better regulation.
The initiative and the impact assessment are the result of an extensive
dialogue and consultation with all major stakeholders, including securities
regulators, market participants (issuers, intermediaries and investors), and
consumers. It is built upon the observations and analysis contained in the
above mentioned Commission report on the operation of the Transparency
Directive and the more detailed Commission staff working document which
accompanied it. It draws on the findings of an external study[11]
conducted in 2009 for the Commission on the application of selected obligations
of this Directive, which includes evidence gathered from market participants
through a survey. The Commission report also draws on reports published by the
Committee of European Securities Regulators (CESR) (now ESMA)[12]
and by the European Securities Markets Expert Group (ESME)[13]
in this area. CESR (ESMA) and ESME reports have been particularly valuable to
identify areas of the Transparency Directive with unclear provisions and/or
which could be improved.

Comments received from stakeholders
participating in the public consultation were also taken into account. As part
of the consultation process, the Commission services organised on 11 June 2010
a public conference with the participation of several stakeholders. Discussion
focused on the attractiveness of regulated markets to small and medium sized
issuers and the possible enhancement of the transparency obligations regarding
corporate ownership disclosures.

2.2.
Impact assessment

In line with its "Better Regulation"
policy, the Commission conducted an impact assessment of
policy alternatives. Below are presented the best policy options which were
retained for the following topics:

- allow for more flexibility
regarding the frequency and timing of publication of periodical financial
information, in particular for small and medium-sized issuers:

Abolish the
obligation to present quarterly financial reports for all listed companies – Introducing differentiated disclosure
regimes for companies listed on a regulated market according to their size was
considered undesirable as such a regime would introduce double standards for
the same market segment and would therefore be confusing for investors. The
preferred policy option reduces compliance costs for
all companies listed on regulated markets but should in particular benefit the
smaller ones, reducing considerably the administrative burden linked to the
publication and preparation of quarterly information. This option enables the
small and medium-sized issuers to redirect their resources to publish the kind
of information that suits best their investors. This option should reduce short
term pressure on issuers and incentivise investors to adopt a longer term
vision. It should not have negative impact on investor protection. Investor protection is already sufficiently guaranteed through the
mandatory disclosure of half yearly and yearly financial results, as well as
through the disclosures required by the Market Abuse and Prospectus Directives.
Therefore, investors should be duly informed about important events and facts
that could potentially influence the price of the underlying securities
independently of the disclosure of quarterly information currently required by
the Transparency Directive.

- simplify the narrative parts of
financial reports for small and medium-sized issuers:

Require ESMA to prepare non binding guidance (templates) on
narrative content of the financial reports for all listed companies – This option allows for cost savings and improves comparability of
information for investors. It also increases the cross-border visibility of the
small and medium-sized issuers.

- eliminate the gaps in requirements for
notification concerning major holdings of voting rights:

Extend the disclosure regime to all
instruments of similar economic effect to holding of shares and entitlements to
acquire shares – This option captures cash settled
derivatives[14]
as well as any future similar financial instruments and
closes a gap in the existing disclosure regime. It has
a strong positive impact on investor protection and market confidence as it
discourages secret stock building in listed companies.

- eliminate divergences in notification
requirements for major holdings:

Harmonise the regime for the disclosure
of major holdings of voting rights by requiring the aggregation of holdings of
shares with those of financial instruments giving access to shares (including
the cash settled derivatives) – This option creates
a uniform approach, reduces legal uncertainty, enhances transparency,
simplifies cross-border investments and reduces its costs.

In addition, technical adjustments and clarifications were considered in order to create a
better implementation framework for the Directive.

The full impact assessment report is available at: [...]

2.3.
Legal basis

The EU has the right to act in this area
according to Articles 50 and 114 of the TFEU.

On 23 September 2009, the Commission
adopted proposals for Regulations establishing EBA, EIOPA, and ESMA. In this
respect the Commission wishes to recall the Statements in relation to Articles
290 and 291 TFEU it made at the adoption of the Regulations establishing the
European Supervisory Authorities according to which: "As regards the
process for the adoption of regulatory standards, the Commission emphasises the
unique character of the financial services sector, following from the
Lamfalussy structure and explicitly recognised in Declaration 39 to the TFEU.
However, the Commission has serious doubts whether the restrictions on its role
when adopting delegated acts and implementing measures are in line with
Articles 290 and 291 TFEU."

2.4.
Subsidiarity and proportionality

The problems identified concerning small
and medium-sized issuers derive from European Union's and national legislation and can only be addressed through changes in the legislation at the
level of the European Union. In addition, only a binding legal instrument
adopted at the EU level would ensure that all Member States apply the same
regulatory framework based on the same principles, thereby ending the current
fragmentation of the regulatory response concerning the regime for notification
of major holdings.

Sanctions which are divergent and too weak
risk being insufficient to effectively prevent breaches of the Transparency
Directive and to ensure effective supervision and the development of a level
playing field. Action at EU level can avoid divergences and weaknesses in the
legal framework of sanctioning and investigative powers available to national
authorities and thus contribute to the elimination of regulatory arbitrage opportunities.

2.5.
Choice of instruments

A modification of the current Transparency
Directive seems to be the most viable solution. A directive may allow for maximum harmonisation in some areas but
still leaves Member States flexibility to allow for their specific situation to
be taken into account in other areas.

2.6.
More detailed explanation of the specific
provisions of the proposal

- Choice of the home Member State for
third country issuers

The Transparency Directive is currently
unclear with regard to which country is the home Member State for issuers who
have to choose their home Member State according to article 2, paragraph 1, sub
(i) (ii), but who have not done so. It is important that the Transparency
Directive does not provide for any possibility to implement the rules in such a
way that a listed company can operate without being under the supervision of
any Member State. Therefore, following the comments received from the
respondents to the public consultation, a default home Member State is
established for third country issuers who have not chosen their home Member
State in accordance with Article 2(1) (i) during a period of three months.

- The requirement to publish interim
management statements and/ or quarterly reports is abolished

In order to reduce the administrative
burden linked to listing on regulated markets and encourage long-term
investment, the requirement to publish interim management statements is
abolished for all listed companies. The publication of such information is not
considered necessary for investor protection and should therefore be left to
the market in order to eliminate unnecessary administrative burden. Issuers can
continue to publish such information if there is a strong demand from
investors. For the sake of efficiency and in order to provide for a harmonised
regime for disclosure, Member States should not continue to impose such an
obligation in their national legislation. Currently, many Member States impose
stricter disclosure requirements than the minimum foreseen in the Directive. In
order to ensure that all listed companies in the EU benefit from equal
treatment and that the administrative burden is effectively reduced, Member
States should be prevented from gold plating and should not require more than
what is necessary for investor protection.

- Broad
definition of financial instruments subject to notification requirement

In order to take account of financial
innovation and ensure that issuers and investors have full knowledge of the
structure of corporate ownership, the definition of financial instrument should
be broadened to cover all instruments of similar economic effect to holdings of
shares and entitlements to acquire shares, whether giving right to a physical
settlement or not. Currently, the Transparency Directive does not require
notification of certain types of financial instruments that do not give the
right to acquire voting rights, but which can be used to build secret stakes in
listed companies without being disclosed to the market.

- Greater
harmonisation for notification of major holdings - Aggregation of holdings of shares with holdings of financial
instruments

The Transparency Directive does not require
aggregation of holdings of voting rights with holdings of financial instruments
to calculate the thresholds for notification of major holdings. Member States
have adopted different approaches in this field. This results in a fragmented
market and additional costs for cross-border investors. A uniform approach
concerning the calculation of thresholds for notification of major holdings is
essential in order to improve legal certainty, enhance
transparency, simplify cross-border investments and reduce the underlying
costs. Therefore, holdings of shares need to be
aggregated with the holdings of financial instruments for the calculation of
notification thresholds. Netting of long and short positions should not be
allowed. The notification should include the breakdown by type of financial
instruments held to provide the market with detailed information on the nature
of the holdings.

However, in order to take into account the
differences in ownership concentration, Member States should continue to be allowed
to set lower national thresholds for notification of major holdings than those
foreseen in the Transparency Directive where this is necessary to ensure
appropriate transparency of holdings. In fact, in some Member States companies
are owned by a small number of shareholders, each shareholder holding a
significant percentage of shares. Whereas in other Member States the ownership
is dispersed, and a shareholder with a relatively small percentage of shares
can already exercise a major influence in a company. In this latter case, the
notification of holdings at a lower threshold than the minimum foreseen in the
Transparency Directive may be required to ensure adequate transparency of major
holdings.

- Storage of regulated information

Access to financial information on listed
companies on a pan-European basis is currently burdensome: interested parties
need to go through 27 different national databases in order to search for
information. The level of interconnection between the 27 national storage
mechanisms is insufficient. Therefore, in order to facilitate cross border
access to regulated information, the current network of officially appointed
storage mechanisms should be enhanced. It is proposed that the European
Commission receives further delegated powers in this respect, in particular
regarding the access to regulated information at the Union level. ESMA should
assist the European Commission by developing draft regulatory technical standards
concerning, for example, the operation of a central access point for the search
of regulated information at the Union level. These measures should also be used
to prepare the possible future creation of a single European storage mechanism
ensuring storage of regulated information at the Union level.

- Reporting
of payments to governments

The Commission has publicly expressed
support for the Extractive Industry Transparency Initiative (EITI), and envisaged
willingness to present legislation mandating disclosure requirements for
extractive industry companies.[15]
A similar pledge was made in the concluding Declaration of the G8 Summit in Deauville of May 2011[16], where
the G8 governments committed "to setting in place transparency laws and
regulations or to promoting voluntary standards that require or encourage oil,
gas, and mining companies to disclose the payments they make to
governments." Furthermore, the European Parliament has
presented a Resolution[17]
reiterating its support for country-by-country reporting requirements, in
particular for the extractive industries.

EU legislation does not currently require
issuers to disclose, on a country basis, payments to governments made in
countries where they operate. Therefore such payments made to governments in a
specific country are normally not disclosed, even though such payments by the
extractive industry (oil, gas and mining) or loggers[18] of primary forests[19] can represent a significant
proportion of a country's revenues, especially in third countries that are rich
in natural resources. In order to make governments accountable for the use of
these resources and promote good governance, it is proposed to require the
disclosure of payments to governments at the individual or consolidated level
of a company. The Transparency Directive requires
issuers to disclose payments to governments by referring to the relevant provisions of Directive
2011/../EU Council on the annual financial statements,
consolidated financial statements and related reports of certain types of
undertakings which provides for the detailed requirements
in this respect.

This proposal is comparable to the US
Dodd-Frank Act[20],
which was adopted in July 2010, and requires extractive industry companies
(oil, gas and mining companies) registered with the Securities and Exchange
Commission (SEC) to publicly report payments to governments[21] on a country- and
project-specific basis.  The SEC's implementing rules are scheduled to be
adopted by the end of 2011.

- Sanctions and investigation

In order to provide for a better
implementing framework of the provisions of the Directive, the sanctioning
powers of competent authorities are enhanced. In particular, the publication of
sanctions is important to improve transparency and to maintain confidence in
the financial markets. Sanctions should normally be published, except in
certain well-defined circumstances. In addition, the competent authorities in
the Member States should have the power to suspend the exercise of voting
rights of the issuer who had breached the notification rules on major holdings,
as this is the most efficient sanction to prevent a breach of these rules. In
order to ensure consistent application of sanctions, uniform criteria should be
set for determining the actual sanction applicable to a person or a company.

- Other technical adjustments

Other technical adjustments and
clarifications are proposed following the results of the public consultation.

2011/0307 (COD)

Proposal for a

DIRECTIVE OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL

amending Directive 2004/109/EC on the
harmonisation of transparency requirements in relation to information about
issuers whose securities are admitted to trading on a regulated market and
Commission Directive 2007/14/EC

(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE
COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the
Functioning of the European Union, and in particular Article 50 and Article 114
thereof,

Having regard to the proposal from the
European Commission,

After transmission of the draft legislative
act to the national Parliaments,

Having regard to the opinion of the European
Central Bank[22],

Having regard to the opinion of the European
Economic and Social Committee[23],

Acting in accordance with the ordinary
legislative procedure,

Whereas:

(1)
  According to Article 33 of Directive
2004/109/EC of the European Parliament and of the Council of 15 December 2004
on the harmonisation of transparency requirements in relation to information
about issuers whose securities are admitted to trading on a regulated market
and amending Directive 2001/34/EC[24],
the Commission was to report on the operation of that Directive to the European
Parliament and to the Council, including on the appropriateness of ending the
exemption for existing debt securities after the 10-year period as provided for
by Article 30(4) of that Directive and its potential impact on the European
financial markets.

(2)
  On 27 May 2010 the Commission adopted a report
on the operation of Directive 2004/109/EC[25]
which identified areas where the regime created by that Directive could be
improved. In particular, the report demonstrates the need to provide for the
simplification of certain issuers' obligations with a view to making regulated
markets more attractive to small and medium-sized issuers raising capital in the
Union. Furthermore, the effectiveness of the existing transparency regime needs
to be improved, notably with respect to the disclosure of corporate ownership.

(3)
  In addition, in its Communication to the
European Parliament, the Council, the Economic and Social Committee and the
Committee of the Regions entitled 'Single Market Act, Twelve levers to boost
growth and strengthen confidence, Working together to create new growth'[26], the Commission identifies the need to review Directive 2004/109/EC in order to make
the obligations applicable to listed small and medium-sized enterprises more
proportionate, whilst guaranteeing the same level of investor protection.

(4)
  According to the Commission report and to the
Commission Communication, the administrative burden associated with obligations
linked to admission to trading on regulated markets should be reduced for small
and medium-sized issuers in order to improve their access to capital. The
obligations to publish interim management statements or
quarterly financial reports represent an important burden for issuers whose
securities are admitted to trading on regulated markets, without being necessary
for investor protection. They also encourage short-term performance and
discourage long-term investment. In order to encourage sustainable value
creation and long-term oriented investment strategy it is essential to reduce short-term pressure on issuers and to give investors incentive
to adopt a longer term vision. The
requirement to publish interim management statements should therefore be
abolished.

(5)
  In order to ensure that the administrative
burden is effectively reduced across the Union, Member States should not be
allowed to continue to impose the requirement to
publish interim management statements in their national
legislation.

(6)
  To further reduce the administrative burden
for small and medium-sized issuers and to ensure the comparability of information,
the European Supervisory Authority (European Securities and Markets Authority,
hereinafter 'ESMA'), established by Regulation (EU) No 1095/2010 of the
European Parliament and of the Council[27],
should issue guidelines, including standard forms or templates, to specify which
information should be included in the management report.

(7)
  In order to provide for enhanced transparency
of payments made to governments, issuers whose securities are admitted to
trading on a regulated market and which have activities in the extractive or logging
of primary forest industries should disclose in a separate report on an annual
basis payments made to governments in the countries in which they operate. The
report should include types of payments comparable to those disclosed under the
Extractive Industries Transparency Initiative (EITI) and provide civil society with
information to hold governments of resource-rich countries to account for their
receipts from the exploitation of natural resources. The initiative is also
complementary to the EU FLEGT Action Plan (Forest Law Enforcement, Governance
and Trade)[28]
and the Timber Regulation[29] which require traders of timber products to exercise due diligence
in order to prevent illegal wood from entering into the EU market. The detailed
requirements are defined in Chapter 9 of Directive 2011/../EU of the European Parliament and of the Council[30].

(8)
  Financial innovation has lead to the creation
of new types of financial instruments that give investors economic exposure to
companies, the disclosure of which has not been provided
in Directive 2004/109/EC. Those instruments can be used
to acquire secret stocks in companies, which could result in market abuse and
give a false picture of economic ownership of publicly listed companies. In
order to ensure that issuers and investors have full knowledge of the structure
of corporate ownership, the definition of financial instruments in that
Directive should cover all instruments with similar economic effect to holding
shares and entitlements to acquire shares.

(9)
  In addition, in order to ensure adequate
transparency of major holdings, where a holder of financial instruments
exercises its entitlement to acquire shares and the total holdings of physical
shares exceed the notification threshold without affecting the overall
percentage of the previously notified holdings, a new notification should be
required to disclose the change in the nature of the holdings.

(10)
  A harmonised regime for notification of major
holdings of voting rights, especially regarding aggregation of holdings of
shares with holdings of financial instruments, should improve legal certainty, enhance transparency and reduce administrative
burden for cross-border investors. Member States should therefore not be
allowed to adopt stricter or divergent rules in that area than those provided
in Directive 2004/109/EC. However, taking into account the existing differences
in ownership concentration in the Union, Member States should continue to be
allowed to set lower thresholds for notification of holdings of voting rights.

(11)
  Technical standards should ensure consistent
harmonisation of the regime for notification of major holdings and adequate
transparency levels. It would be efficient and appropriate to entrust ESMA with
the elaboration of draft regulatory technical standards which do not involve
policy choices, for submission to the Commission. The Commission should adopt
the draft regulatory technical standards developed by ESMA to specify the conditions
for the application of existing exemptions from the notification requirements
for major holdings of voting rights. Using its expertise, ESMA should in
particular determine the cases of exemptions while taking account of their possible
misuse to circumvent notification requirements.

(12)
  In order to take account of technical
developments, 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 to modify the method to calculate the number of voting rights relating
to financial instruments, to specify the types of financial instruments subject
to notification requirements and to specify the contents of notification of
major holdings of financial instruments. 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 drafting up of
delegated acts, should ensure a simultaneous, timely and appropriate
transmission of relevant documents to the European Parliament and the Council.

(13)
  To facilitate cross-border investment,
investors should be able to easily access regulated information for all listed
companies in the Union. However, the current network of national officially
appointed storage mechanisms for regulated information does not ensure an easy search
for such information across the Union. In order to ensure cross-border access
to information and to take account of technical developments in financial
markets and in communication technologies, 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 to specify minimum standards for
dissemination of regulated information, access to regulated information at Union
level and central storage mechanism of regulated information. The Commission,
with assistance of ESMA, should also be empowered to take measures to improve
the functioning of the network of national officially appointed storage
mechanisms and develop technical criteria for access to regulated information
at the Union level, in particular concerning the operation of a central access
point for the search of regulated information at the Union level.

(14)
  In order to improve compliance with the
requirements of Directive 2004/109/EC and following the Communication from the
Commission of 9 December 2010 entitled 'Reinforcing sanctioning regimes in the
financial sector'[31],
the sanctioning powers of competent authorities should be enhanced and should
satisfy certain essential requirements. In particular, competent authorities should be
able to suspend the exercise of voting rights for holders of shares and
financial instruments who do not comply with the notification requirements and
to impose pecuniary sanctions which are sufficiently high to be dissuasive. To
ensure sanctions have a dissuasive effect on the public at large, sanctions
should normally be published, except in certain well-defined circumstances.

(15)
  In order to clarify the treatment of
non-listed securities represented by depository receipts admitted to trading on
a regulated market and in order to avoid transparency gaps, the definition of 'issuer'
should be further specified to include issuers of non-listed securities
represented by depository receipts admitted to trading on a regulated market.
It is also appropriate to amend the definition of 'issuer' taking into account
that in some Member States issuers can be natural persons with securities
admitted to trading on regulated markets.

(16)
  All issuers whose securities are admitted to
trading on a regulated market within the Union should fall under supervision by
a competent authority of a Member State to ensure that they comply with their
obligations. Issuers who, according to Directive 2004/109/EC, have to choose
their home Member State but who have not done so could avoid being supervised
by any competent authority in the Union. Therefore, Directive 2004/109/EC should
be amended to include an assumption of a choice of a home Member State for
issuers that have not communicated the choice of their home Member State to the
competent authorities within a three-month period.

(17)
  According to Directive 2004/109/EC, the choice
of a home Member State is valid for three years. However, when a third country
issuer is no longer listed on the regulated market in its home Member State and
only remains listed in one host Member State, there is no relationship of such
issuer with its originally chosen home Member State. Such issuer should be
allowed to choose its host Member State as its new home Member State before the
expiration of the three-year period.

(18)
  Commission Directive 2007/14/EC of 8 March
2007 laying down detailed rules for the implementation of certain provisions of
Directive 2004/109/EC on the harmonisation of transparency requirements in
relation to information about issuers whose securities are admitted to trading
on a regulated market[32]
contains in particular rules concerning the notification of the choice of the
home Member State by the issuer. To avoid that competent authorities of the
Member State where the issuer has its registered office are not informed about
the choice of home Member State by the issuer, all issuers should be required
to communicate the choice of their home Member State to the competent authority
of the Member State where they have their registered office, if different from their
home Member State. Directive 2007/14/EC should therefore be amended
accordingly.

(19)
  The requirement of
Directive 2004/109/EC regarding disclosure of new loans has lead to many implementation problems in practice and its application is
considered to be complex. Furthermore, that requirement overlaps partially with
the requirements laid down in Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading and amending
Directive 2001/34/EC[33]
and Directive 2003/6/EC of the European Parliament and of the Council of 28
January 2003 on insider dealing and market manipulation (market abuse)[34] and it does not provide much
additional information to the market. In order to reduce unnecessary
administrative burden for issuers, that requirement should therefore be
abolished.

(20)
  The requirement to communicate any amendment
of issuer's instruments of incorporation or statutes to the competent
authorities of the home Member State overlaps with the similar requirement of
Directive 2007/36/EC of the European Parliament and of the Council of 11 July
2007 on the exercise of certain rights of shareholders in listed companies[35] and can result in confusion
regarding the role of the competent authority. In order to reduce unnecessary
administrative burden for issuers, that requirement should therefore be
abolished.

(21)
  Directive 95/46 of the European Parliament and
of the Council of 24 October 1995 on the protection of individuals with regard
to the processing of personal data and on the free movement of such data[36] and Regulation (EC) No 45/2001
of the European Parliament and of the Council of 18 December 2000 on the
protection of individuals with regard to the processing of personal data by the
EU institutions and bodies and on the free movement of such data[37], are fully applicable to the
processing of personal data for the purposes of this Directive.

(22)
  Directives 2004/109/EC and 2007/14/EC should
therefore be amended accordingly,

HAVE ADOPTED THIS DIRECTIVE:

Article 1

Amendments to Directive 2004/109/EC

Directive 2004/109/EC is amended as
follows:

(1)
Article 2(1) is amended as follows:

(a)
point (d) is replaced by the following:

'(d) 'issuer' means a natural person or a legal
entity governed by private or public law, including a State, whose securities
are admitted to trading on a regulated market.

In case of depository receipts admitted to trading
on a regulated market, the issuer means the issuer of the securities
represented, whether those securities are admitted to trading on a regulated
market or not;';

(b)
point (i) is amended as follows:

(i)         in point (ii), the
following paragraph is added:

'In absence of choice by the issuer within a
period of three months, point (i) above shall automatically apply to that issuer;';

(ii)        the following point (iii)
is added:

'(iii)       by way of derogation from points (i)
and (ii), an issuer incorporated in a third country whose securities are no
longer admitted to trading on a regulated market in its home Member State but
instead are admitted to trading in one or more other Member States may choose
its home Member State amongst the Member States where its securities are
admitted to trading on a regulated market;';

(c)
the following point (q) is added:

'(q) 'formal agreement' means an agreement
which is binding under the applicable law.'.

(2)
Article 3(1) is replaced by the following:

'1.      The home Member State may make an
issuer subject to requirements more stringent than those laid down in this
Directive, except requiring issuers to publish periodic information other than
annual financial reports referred to in Article 4 and half-yearly financial
reports referred to in Article 5.

The home Member State may not make a holder of
shares, or a natural person or legal entity referred to in Articles 10 or 13,
subject to requirements more stringent than those laid down in this Directive,
except setting lower notification thresholds than those laid down in Article 9(1).'.

(3)
In Article 4, the following paragraph 7 is added:

'7.      The European Securities and Markets
Authority (hereinafter 'ESMA'), established by Regulation (EU) No 1095/2010 of
the European Parliament and of the Council(*), shall issue guidelines,
including standard forms or templates, to specify the information to be
included in the management report.

__________

(*) OJ L 331, 15.12.2010, p. 84.'

(4)
In Article 5, the following paragraph 7 is
added:

'7.      ESMA shall issue guidelines, including
standard forms or templates, to specify the information to be included in the
interim management report.'.

(5)
Article 6 is replaced by the following:

'Article 6

Report on payments to governments

Member States shall require issuers active in
the extractive or logging of primary forest industries, as defined in [...] to prepare,
in accordance with Chapter 9 of Directive 2011/../EU of
the European Parliament and of the Council (*), a
report on payments made to governments on an annual basis. The report shall be
made public at the latest six months after the end of each financial year and
shall remain publicly available for at least five years. Payments to
governments shall be reported at consolidated level.

________

(*) OJ L [...]'.

(6)
Article 8 is amended as follows:

(a)
Paragraph 1 is replaced by the following:

'1.        Articles 4, 5 and 6 shall not apply
to an issuer that is a State, a regional or local authority of a State, a
public international body of which at least one Member State is a member, the
ECB, and Member States' national central banks whether or not they issue shares
or other securities.';

(b)
 The following paragraph 1a is inserted:

'1a.       Articles 4 and 5 shall not apply to
an issuer exclusively of debt securities admitted to trading on a regulated
market, the denomination per unit of which is at least EUR 100 000 or, in the
case of debt securities denominated in a currency other than euro, the value of
such denomination per unit is, at the date of the issue, equivalent to at least
EUR 100 000.';

(c)
Paragraph 4 is replaced by the following:

'4.         By way of derogation from paragraph
1a of this Article, Articles 4 and 5 shall not apply to issuers of exclusively
debt securities the denomination per unit of which is at least EUR 50 000 or,
in the case of debt securities denominated in a currency other than euro, the
value of such denomination per unit is, at the date of the issue, equivalent to
at least EUR 50 000, which have already been admitted to trading on a regulated
market in the Union before 31 December 2010, for as long as such debt
securities are outstanding.'.

(7)
Article 9 is amended as follows:

(a)
In paragraph 4, the following subparagraphs are added:

'ESMA shall develop draft regulatory technical
standards to specify the cases in which the exemption referred to in the first
subparagraph applies to shares acquired for a short period of time through
underwriting.

ESMA shall submit those draft regulatory
technical standards to the Commission by 31 December 2013.

Power is delegated to the Commission to adopt
the regulatory technical standards referred to in the second subparagraph of
this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010
of the European Parliament and of the Council.';

(b)
Paragraph 6 is replaced by the following:

'6.         This Article shall not apply to
voting rights held in the trading book, as defined in Article 11 of Directive 2006/49/EC
of the European Parliament and of the Council(*), of a credit institution or
investment firm provided that:

(a)        the voting rights held in the
trading book do not exceed 5 %, and

(b)        the voting rights attached to shares held in the trading
book are not exercised nor otherwise used to intervene in the management of the
issuer.

The 5 % threshold referred to in point (a) of
the first subparagraph of this paragraph shall be calculated taking into
account the aggregated number of holdings under Articles 9, 10 and 13.

ESMA shall develop draft regulatory technical
standards to specify the method of calculation of the 5 % threshold referred to
in point (a) of that subparagraph in case of a group of companies, taking into
account Article 12(4) and (5).

ESMA shall submit those draft regulatory
technical standards to the Commission by 31 December 2013.

Power is delegated to the Commission to adopt
the regulatory technical standards referred to in the third subparagraph of
this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

_______

(*) OJ L 177, 30.6.2006, p. 201.'.

(8)
Article 13 is amended as follows:

(a)
Paragraph 1 is replaced by the following:

'1.         The notification requirements laid
down in Article 9 shall also apply to a natural person or legal entity who
holds, directly or indirectly:

(a)        financial instruments that, on maturity, give the holder,
under a formal agreement, either the unconditional right to acquire or the
discretion as to his right to acquire, shares to which voting rights are
attached, already issued, of an issuer whose shares are admitted to trading on
a regulated market;

(b)        financial instruments with economic effects similar to those
referred to in point (a), whether they give right to a physical settlement or
not.

The notification required shall include the
breakdown by type of financial instruments held according to point (a) of the
first subparagraph and financial instruments held according to point (b) of
that subparagraph.';

(b)
The following paragraphs 1a and 1b are inserted:

'1a.       The number of voting rights shall be
calculated by reference to the full notional amount of shares underlying the financial
instrument. For this purpose, the holder shall aggregate and notify all
financial instruments relating to the same underlying issuer. Only long
positions shall be taken into account for the calculation of voting rights. Long
positions shall not be netted with short positions relating to the same
underlying issuer.

ESMA shall develop draft regulatory technical
standards to specify the method to calculate the number of voting rights
referred to in the first subparagraph in case of financial instruments
referenced to a basket of shares or an index.

ESMA shall submit those draft regulatory
technical standards to the Commission by 31 December 2013.

Power is delegated to the Commission to adopt
the regulatory technical standards referred to in the second subparagraph of
this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

1b.        For the purposes of paragraph 1 of
this Article, transferable securities; and options, futures, swaps, forward
rate agreements, contracts for differences and any other derivative contracts
which may be settled physically or in cash, shall be considered to be financial
instruments, provided they satisfy the conditions set out in points (a) and (b)
of paragraph 1.

ESMA shall establish and periodically update an
indicative list of financial instruments that are subject to notification
requirements according to paragraph 1, taking into account technical
developments on financial markets.';

(c)
Paragraph 2 is replaced by the following:

'2.         The Commission shall be empowered
to adopt by means of delegated acts in accordance with Article 27(2a), (2b) and
(2c), and subject to the conditions of Articles 27a and 27b, measures to:

(a)        modify the method to calculate the number of voting
rights relating to the financial instruments referred to in paragraph 1a;

(b)        specify the types of instruments to be considered as
financial instruments within the meaning of paragraph 1b;

(c)        specify the contents of the notification to be made, the
notification period and to whom the notification is to be made, as referred to
in paragraph 1.';

(d)
The following paragraph 4 is added:

'4.         The exemptions laid down in Article
9(5) and (6) and in Article 12(3), (4) and (5) shall apply mutatis mutandis to
the notification requirements under this Article.

ESMA shall develop draft regulatory technical
standards to specify the cases in which the exemptions referred to in the first
subparagraph apply to financial instruments held by a natural person or a legal
entity fulfilling orders received from clients or responding to a client's
requests to trade otherwise than on a proprietary basis, or hedging positions
arising out of such dealings.

ESMA shall submit those draft regulatory
technical standards to the Commission by 31 December 2013.

Power is delegated to the Commission to adopt
the regulatory technical standards referred to in the second subparagraph of
this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.'.

(9)
The following Article 13a is inserted:

'Article 13a

Aggregation

1.       The notification requirements laid
down in Articles 9, 10 and 13 shall also apply to a natural person or a legal
entity when the number of voting rights held directly or indirectly by such
person or entity under Articles 9 and 10 aggregated with the number of voting
rights relating to financial instruments held directly or indirectly under
Article 13 reaches, exceeds or falls below the thresholds set out in Article 9(1).

The notification required under the first subparagraph
of this paragraph shall include the breakdown of the number of voting rights
attached to shares held according to Articles 9 and 10 and voting rights
relating to financial instruments within the meaning of Article 13.

2.       Voting rights relating to financial
instruments that have already been notified according to Article 13 shall be
notified again when the natural person or the legal entity has acquired the
underlying shares and such acquisition results in the total number of voting
rights attached to shares issued by the same issuer reaching or exceeding the
thresholds of Article 9(1).'.

(10)
Article 16(3) is deleted.

(11)
In Article 19(1), the second subparagraph is
deleted.

(12)
Article 21(4) is replaced by the following:

'4.      The Commission shall be empowered to adopt,
by means of delegated acts in accordance with Article 27(2a), (2b) and (2c),
and subject to the conditions of Articles 27a and 27b, measures to specify the
following minimum standards and rules:

(a)        minimum standards for the
dissemination of regulated information, as referred to in paragraph 1;

(b)        minimum standards for the central
storage mechanism as referred to in paragraph 2;

(c)        rules
concerning the interoperability of the information and communication
technologies used by the national officially appointed mechanisms and the access
to regulated information at the Union level, as referred to in paragraph 2.

The Commission may also specify and update a
list of media for the dissemination of information to the public.'.

(13)
Article 22 is replaced by the following:

'Article 22

Access to regulated information at the Union
level

1. ESMA shall develop draft regulatory
technical standards setting technical requirements regarding access to
regulated information at the Union level in order to specify the following:

(a)        the
technical requirements regarding the interoperability of the information and
communication technologies used by the national officially appointed
mechanisms;

(b)        the technical requirements for the
operation of a central access point for the search of regulated information at
the Union level;

(c)        the technical requirements regarding
the use of a unique identifier for each issuer by the national officially
appointed mechanisms;

(d)        the common format for storing
regulated information by national officially appointed mechanisms;

(e)        the common classification of
regulated information by national officially appointed mechanisms and the
common list of types of regulated information.

2.       In developing the draft regulatory
technical standards, ESMA shall ensure that the technical requirements
specified in Article 22(1), are compatible with the technical requirements for
the electronic network of national company registers set up by the Directive
2011/../EU of the European Parliament and of the
Council(*).

ESMA shall submit those draft regulatory
technical standards to the Commission by 31 December 2014.

Power is delegated to the Commission to adopt
the regulatory technical standards referred to in the first subparagraph of
this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.'

________

(*) OJ L [...]'.

(14)
The following title is inserted after Article
27b:

'CHAPTER VIa

SANCTIONS'

(15)
Article 28 is replaced by the following:

'Article 28

Sanctions

1.       Member States shall provide that their
respective competent authorities may take appropriate administrative sanctions
and measures where the national provisions adopted in the implementation of
this Directive have not been complied with, and shall ensure that they are
applied. Those sanctions and measures shall be effective, proportionate and dissuasive.

2.       Member States shall ensure that where
obligations apply to legal persons, in case of a breach, sanctions can be
applied to the members of administrative, management or supervisory bodies of
the legal person, and to any other person who under national law is responsible
for the breach.

3.       Competent authorities shall be given
all investigative powers that are necessary for the exercise of their
functions. In the exercise of their sanctioning and investigative powers, competent
authorities shall cooperate closely to ensure that sanctions or measures
produce the desired results and coordinate their action when dealing with cross
border cases.'.

(16)
The following Articles 28a, 28b and 28c are
inserted:

'Article 28a

Specific provisions

1.       This Article shall apply in all the
following circumstances:

(a)        failure by the issuer to make public
information required under Articles 4, 5, 6 and 16 within the required time
limit;

(b)        failure by the natural or the legal
person to notify the acquisition or disposal of a major holding according to
Articles 9, 10, 13 and 13a within the required time limit.

2.       Without prejudice to the supervisory
powers of competent authorities in accordance with Article 24, Member States
shall ensure that in the cases referred to in paragraph 1 of this Article, the
administrative sanctions and measures that can be applied include at least the
following:

(a)        a public statement which indicates
the natural or the legal person and the nature of the breach;

(b)        an order requiring the natural or the
legal person to cease the conduct and to desist from a repetition of that
conduct;

(c)        the power to suspend the exercise of
voting rights attached to shares admitted to trading on a regulated market if the
competent authority finds that the provisions of this Directive, concerning
notification of major holdings have been infringed by the holder of shares or
other financial instruments, or a person or entity referred to in Articles 10
or 13;

(d)        in case of a legal person, administrative
pecuniary sanctions of up to 10 % of the total annual turnover of that legal
person in the preceding business year;

(e)        in case of a natural person,
administrative pecuniary sanctions of up to EUR 5 000 000;

(f)         administrative pecuniary sanctions
of up to twice the amount of the profits gained or losses avoided because of
the breach where those can be determined.

For the purposes of point (d) of the first
subparagraph, where the legal person is a subsidiary of a parent undertaking,
the relevant total annual turnover shall be the total annual turnover resulting
from the consolidated account of the ultimate parent undertaking in the
preceding business year.

For the purposes of point (e) of the first
subparagraph, in the Member States where the Euro is not the official currency,
the corresponding value to EUR 5 000 000 in the national currency shall be
calculated taking into account the official exchange rate on [the date of
entry into force of this Directive – insert date].

Article 28b

Publication of sanctions

Member States shall ensure that the competent
authorities publish any sanction or measure imposed for breach of the national
provisions adopted in the implementation of this Directive without undue delay,
including information on the type and nature of the breach and the identity of
persons responsible for it, unless such publication would seriously jeopardise
the stability of financial markets. Where publication would cause a
disproportionate damage to the parties involved, competent authorities shall
publish the sanctions on an anonymous basis.

Article 28c

Effective
application of sanctions and exercise of sanctioning powers by competent
authorities

1.       Member States shall ensure that when
determining the type of administrative sanctions or measures and the level of
administrative pecuniary sanctions, the competent authorities shall take into
account all relevant circumstances, including:

(a)        the gravity and the duration of the
breach;

(b)        the degree of responsibility of the
responsible natural or legal person;

(c)        the financial strength of the
responsible natural or legal person, as indicated by the total turnover of the
responsible legal person or the annual income of the responsible natural
person;

(d)        the importance of profits gained or
losses avoided by the responsible natural or legal person, insofar as they can
be determined;

(e)        the losses for third parties caused
by the breach, insofar as they can be determined;

(f)         the level of cooperation of the
responsible natural or legal person with the competent authority;

(g)        previous breaches by the responsible
natural or legal person.

2.       ESMA shall issue guidelines addressed
to competent authorities in accordance with Article 16 of Regulation (EU) No
1095/2010 on types of administrative measures and sanctions and level of
administrative pecuniary sanctions.'.

(17)
Article 29 is replaced by the following:

'Article 29

Right of appeal

Member States shall ensure that decisions and
measures taken in pursuance of laws, regulations and administrative provisions
adopted in accordance with this Directive are subject to the right of appeal.'.

(18)
Article 31(2) is replaced by the following:

'2. Where Member States adopt measures pursuant
to Articles 3(1), 8(2), 8(3) or Article 30, they shall immediately communicate
those measures to the Commission and to the other Member States.'.

Article 2

Amendments to Directive 2007/14/EC

Directive 2007/14/EC is
amended as follows:

(1)
In Article 2, the following paragraph is added:

'In addition, an issuer incorporated in the
Union, shall communicate its choice of home Member State to the competent
authorities of the Member State where such issuer is incorporated, if different
from the home Member State.'.

(2)
In Article 11, paragraphs 1 and 2 are deleted.

(3)
Article 16 is deleted.

Article 3
Transposition

1.
Member States shall bring into force the laws,
regulations and administrative provisions necessary to comply with this
Directive by [...] at the latest. They shall
forthwith communicate to the Commission the text of those provisions and a correlation
table between those provisions and this Directive.

When Member States adopt
those provisions, they shall contain a reference to this Directive or be
accompanied by such a reference on the occasion of their official publication.
Member States shall determine how such reference is to be made.

2.
Member States shall communicate to the
Commission the text of the main provisions of national law which they adopt in
the field covered by this Directive.

Article 4

Entry into force

This Directive shall enter into force on
the [twentieth] day following that of its publication in the Official
Journal of the European Union.

Article 5

Addressees

This Directive is addressed to the Member
States.

Done at Brussels,

For the European Parliament                       For
the Council

The President                                                 The
President

[1]               COM(2010)243 final of 27 May 2010. This report is accompanied by a more detailed Commission staff
working document (SEC(2010)61).

[2]               Commission Directive of 8 March 2007 laying down
detailed rules for the implementation of certain provisions of Directive
2004/109/EC on the harmonisation of transparency requirements in relation to
information about issuers whose securities are admitted to trading on a
regulated market; OJ L 69, 9.3.2007, p. 27

[3]               Commission Recommendation of 11 October 2007 on the
electronic network of officially appointed mechanisms for the central storage
of regulated information referred to in Directive 2004/109/EC of the European
Parliament and of the Council, OJ L267, 12.10.2007, p.16

[4]               Directive 2008/228EC of the European Parliament and
the Council of 11 March 2008 on the harmonisation of transparency requirements
in relation to information about issuers whose securities are admitted to
trading on a regulated market, as regards the implementing powers conferred on
the Commission , OJ 6, p.50.

[5]               Directive 2010/78/EU of the European Parliament and
of the Council of 24 November 2010 amending Directives 98/26/EC, 2002/87/EC,
2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC,
2006/49/EC and 2009/65/EC in respect of the powers of the European Supervisory
Authority (European Banking Authority), the European Supervisory Authority
(European Insurance and Occupational Pensions Authority) and the European
Supervisory Authority (European Securities and Markets Authority), OJ L 331,
15.12.2010, p. 120.

[6]               Directive 2010/73/EU of the European Parliament and
the Council of 24 November 2010 amending Directives 2003/71/EC on the
prospectus to be published when securities are offered to the public or
admitted to trading and 2004/109/EC on the harmonisation of transparency
requirements in relation to information about issuers whose securities are
admitted to trading on a regulated market, OJ L 327, p.1.

[7]               Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading and amending
Directive 2001/34/EC, OJ L 345, 31.12.2003, p. 64.

[8]               Directive 2003/6/EC of the European Parliament and of
the Council of 28 January 2003, on insider dealing and market manipulation. OJ
L, 12 April 2003, p 16.

[9]               Communication from the Commission to the European
Parliament, the Council, the Economic and Social Committee and the Committee of
the Regions, "Single Market Act -Twelve levers to boost growth and
strengthen confidence - Working together to create new growth": COM(2011)
206 final.

[10]             Communication of 9 December 2010 "Reinforcing
sanctioning regimes in the financial sector" COM(2010)716 final.

[11]                    Mazars (2009), Transparency Directive Assessment Report, external
study conducted for the European Commission.

[12]             CESR was an independent advisory group to the European
Commission composed by the national supervisors of the EU securities markets.
See the European Commission's Decision of 23 January 2009 establishing the
Committee of European Securities Regulators 2009/77/CE. OJ L25, 23.10.2009, p.
18). The role of CESR was to improve co-ordination among securities regulators,
act as an advisory group to assist the EU Commission and to ensure more
consistent and timely day-to-day implementation of community legislation in the
Member States. It has been replaced by European Securities and Markets
Authority: ESMA as from 1 January 2011: see Regulation No 1095/2010 of the
European Parliament and of the Council of 24 November 2010: OJ L 331/84 of 15
December 2010.

[13]             ESME was an advisory body to the Commission, composed
of securities markets practitioners and experts. It was established by the
Commission in April 2006 and operated on the basis of the Commission Decision
2006/288/EC of 30 March 2006 setting up a European Securities Markets Expert
Group to provide legal and economic advice on the application of the EU
securities Directives (OJ L 106, 19.4.2006, p. 14–17).

[14]             Cash-settled equity derivatives refer to equity linked
transactions settled by the payment of cash only without any physical delivery
of the underlying equity.

[15]             http://www.liberation.fr/monde/01012339133-lutter-contre-l-opacite-des-industries-extractives

[16]             http://ec.europa.eu/commission_2010-2014/president/news/speeches-statements/pdf/deauville-g8-declaration_en.pdf http://www.g20-g8.com/g8-g20/g8/francais/en-direct/actualites/un-nouvel-elan-pour-la-liberte-et-la-democratie.1313.html

[17]             Such as Resolution INI/2010/2102.

[18]             Whether clear-cutting, selective logging or thinning,
on land classified as containing primary forest areas or other disturbance of
such forest or forest land caused by mining, mineral, water, oil or gas
exploration or extraction or other detrimental activities.

[19]             Defined in Directive 2009/28/EC as "naturally
regenerated forest of native species, where there isare
no clearly visible indications of human activities and the
ecological processes are not significantly disturbed."

[20]             http://www.sec.gov/about/laws/wallstreetreform-cpa.pdf

[21]             Taxes, royalties, fees
(including license fees), production entitlements, bonuses, and other material
benefits.

[22]               OJ C , , p. .

[23]               OJ C , , p. .

[24]               OJ L 390, 31.12.2004, p. 38.

[25]               COM (2010), 243 final.

[26]               COM(2011) 13.4.2010, 206 final.

[27]               OJ L 331, 15.12.2010, p. 84.

[28]               http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2005:347:0001:0006:EN:PDF

[29]               Regulation (EU) No 995/2010 of the European
Parliament and of the Council of 20 October 2010. Companies that import wood products under EU voluntary
agreements will be exempt from this requirement.

[30]               OJ L, , p..

[31]             COM(2010) 716 final.

[32]             OJ L 69, 9.3.2007, p. 27.

[33]             OJ L 345, 31.12.2003, p. 64.

[34]             OJ L 96, 12.4. 2003, p. 16.

[35]             OJ L 184, 14.7.2007, p. 17.

[36]             OJ L 281, 23.11.1995, p. 31.

[37]             OJ L 8, 12.1.2001, p. 1.