WRITTEN QUESTION E-2492/03 by Christopher Huhne (ELDR) to the Commission. Transparency in share purchases.
Date: 2003-07-25
Institutions: European Parliament, Provisional data
Subjects: access to information, company law, financial legislation, protection of shareholders, shareholder, takeover bid

C 65 E/162

Official Journal of the European Union

EN

13.3.2004

Since the beginning of the year Corpovargas has been carrying out a detailed identification of measures/
works to be carried out to reduce the time required for the projects’ start-up phase. Contracts for these
projects’ funding will be concluded in accordance with the conditions and time limits laid down in the
financing agreements.

The framework cooperation agreement signed with the Venezuelan Government
operational
Parliament. Nevertheless Presidential Decree No 2.374 of 24 April this year exempts all
cooperation projects from VAT.

laying down the
framework for Community cooperation has not yet been ratified by the Venezuelan
international

The Commission considers it will be possible to utilise all the resources made available for work to be
undertaken under the two projects in question within the time limits laid down in the relevant financing
agreements.

The Commission adopted a decision on 25 October 2002 providing EUR 20 million for the

2.
‘Prevención de las inundaciones en los Estados de Falcón, Yaracuy y Miranda’ project.

The technical annexes to the financing agreement are being finalised and the agreement is expected to be
signed by both parties (the Commission and Venezuelan Government) before 31 December of this year.

The Commission would inform the Honourable Member that the delays in the signing of this financing
agreement are due to the inability of the Venezuelan Government to decide who will act as the supervisory
authority for this project which concerns three different States. The Commission delegation is negotiating
an appropriate solution with the relevant authorities.

(2004/C 65 E/177)

WRITTEN QUESTION E-2492/03

by Christopher Huhne (ELDR) to the Commission

(25 July 2003)

Subject: Transparency in share purchases

Will the Commission state what legal or other arrangements are made in each Member State whereby
companies can seek to discover the beneficial ownership of shares even if they are held by nominees,
trusts or other such blinding mechanisms? Is the Commission aware of
the importance of such
arrangements if minority shareholder rights are to be respected by, for example, ensuring that mandatory
takeover bids are launched once a controlling shareholder goes above a certain proportion of the equity? If
so, what arrangements does the Commission propose whereby companies may discover the beneficial
ownership of their shares even if the ownership is in another Member State? Would Member States be
justified, for example, in requiring companies to place in escrow the dividends of any shareholders that
failed to answer questions of beneficial ownership?

Answer given by Mr Bolkestein on behalf of the Commission

(16 September 2003)

The Honourable Member raised a question related to the relationship between listed companies and its
shareholders. As regards shareholders, the question not only refers to legal owners of shares, but also
beneficial owners. The Commission therefore considers this to be an issue of company law.

In substance, the Commission does not possess the necessary information to provide a detailed overview
about the arrangements made in each Member State whereby companies can seek to discover the
beneficial ownership of shares even if they are held by nominees, trusts or others. It does in particular not
have information on how national systems would also cover third country investors.

The Commission considers that the right for companies to enquire about the identity of the beneficial
owner has not primarily to be seen in the context of takeovers, but as an instrument in view of the care a
company wishes to take with its investors, which should be weighed against interests of data privacy as
well as national property law.

13.3.2004

EN

Official Journal of the European Union

C 65 E/163

As regards takeovers, the Commission wishes to point out that the proposed Directive on Takeover Bids
refers to the legal ownership only (see Article 2, paragraph 1a of the proposed Directive) (1).

(1) OJ C 45 E, 25.2.2003.

(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:

(cid:1) 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 (cid:1) 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.

(cid:1) 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:

(cid:1) directors’ dealings in shares of their own company,

(cid:1) changes to major shareholdings held in a company,

(cid:1) forthcoming shareholder meetings,