EN Official Journal of the European Union CE 65/163

(2004/C 65 E/178)

WRITTEN QUESTION E-2493/03

by Christopher Huhne (ELDR) to the Commission

(25 July 2003)

Subject: Transparency commitments

Will the Commission estimate the number of announcements of timely market information announced to each national market within the European Union? Does the Commission notice any inverse relationship between the amount of quarterly reporting by listed companies in each Member State and the number of regulatory announcements of market-sensitive information? If there is such an inverse relationship, what measures will it bring forward to ensure that there is no reduction in the information provided to investors if its proposal for mandatory quarterly reporting were to be adopted?

Answer given by Mr Bolkestein on behalf of the Commission

(4 September 2003)

The Honourable Member's question is linked to the Commission proposal for a directive harmonising transparency requirements for security issuers (1). The proposal includes the introduction of quarterly financial information for publicly quoted companies issuing shares admitted to trading on a regulated market in the Union.

The Commission is collecting the information it needs in order to determine whether any reasonable estimate, as requested by the Honourable Member, can be made. The Commission intends to focus its investigations on Member States where an essentially centralised system is provided for disseminating regulatory information, or where there is a centralised filing thereof with the competent authority or with the operator of a regulated market. In addition, the Commission needs to explore whether such a centralised system covers information required under Community law or also that required under additional national measures. For this reason, an evaluation covering all the Member States is not feasible.

At this stage, the Commission would in any event like to draw the attention of the Honourable Member to the following:

— The term ‘announcements of timely market information’ is too broad to allow any reasonable assessment of the relationship between quarterly reporting and other types of information. This notion would for instance also cover communications between investment companies and investors — a situation which does not at all deal with regulated markets for securities. It would also include securities, such as bonds, or financial instruments, such as warrants, for which the Commission has not proposed the introduction of quarterly financial information.

— In addition, the proposed financial information obviously cannot have any impact on regulatory information where the issuer has no discretion in deciding whether or not to disclose something to the public (or to delay such disclosure). This concerns for instance information about: — directors' dealings in shares of their own company, — changes to major shareholdings held in a company, — forthcoming shareholder meetings, — application of a national corporate governance code; — transactions between issuers and directors or others in positions of influence within such an issuer (‘related party transactions’); — major transactions undertaken by listed companies outside their ordinary course of business (‘Class tests’).

The Commission will communicate any possible findings as soon as possible.

(1) COM(2003) 138 final.