Directive 2008/22/EC of the European Parliament and of the Council of 11 March 2008 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, as regards the implementing powers conferred on the Commission
Date: 2008-03-11
Institutions: Council of the European Union, European Parliament
Subjects: European Commission, consumer information, dissemination of information, official market, powers of the institutions (EU), securities

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Official Journal of the European Union

19.3.2008

DIRECTIVE 2008/22/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 11 March 2008

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, as regards
the implementing powers conferred on the Commission

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
EUROPEAN UNION,

Having regard to the Treaty
Community, and in particular Articles 44 and 95 thereof,

establishing the European

concerning Decision 2006/512/EC,
for the regulatory
procedure with scrutiny to be applicable to instruments
adopted in accordance with the procedure referred to in
Article 251 of the Treaty which are already in force,
those instruments must be adjusted in accordance with
the applicable procedures.

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and
Social Committee (1),

Having regard to the opinion of the European Central Bank (2),

Acting in accordance with the procedure
Article 251 of the Treaty (3),

laid down in

Whereas:

(1)

(2)

(3)

Directive 2004/109/EC (4) of
the European Parliament
and of the Council provides that certain measures are
to be adopted in accordance with Council Decision
1999/468/EC of 28 June 1999 laying down the
procedures for
implementing powers
the exercise of
conferred on the Commission (5).

the

which

introduced

Decision 1999/468/EC has been amended by Decision
2006/512/EC
regulatory
procedure with scrutiny for the adoption of measures
of general scope and designed to amend non-essential
elements of a basic instrument adopted in accordance
with the procedure referred to in Article 251 of the
Treaty,
inter alia, by deleting some of those elements
or by supplementing the instrument with new non-
essential elements.

In accordance with the statement by the European
the Commission (6)
Parliament,

the Council

and

(1) OJ C 161, 13.7.2007, p. 45.
(2) OJ C 39, 23.2.2007, p. 1.
(3) Opinion of the European Parliament of 14 November 2007 (not yet
published in the Official Journal) and Council Decision of 3 March
2008.

(4) OJ L 390, 31.12.2004, p. 38.
(5) OJ L 184, 17.7.1999, p. 23. Decision as amended by Decision

2006/512/EC (OJ L 200, 22.7.2006, p. 11).

(6) OJ C 255, 21.10.2006, p. 1.

(4)

(5)

the usual

The Commission should be empowered to adopt the
measures necessary for the implementation of Directive
2004/109/EC in order to clarify the technical aspects of
some of the definitions provided under that Directive,
notably the maximum length of
short
settlement cycle, the calendar of trading days, the circum-
stances under which a person should have learnt of the
acquisition or disposal of voting rights, the conditions of
independence to be respected by market makers and
management companies; take account of technical devel-
opments in financial markets; clarify the nature of the
auditor’s review, to define the minimum content of the
condensed set of solo financial statements; elaborate
further the procedures for the notification and disclosure
of major holdings as well as the procedures for filing
regulated information with the competent authority of
the issuer’s home Member State; and define minimum
standards for the dissemination of regulated information
and for the setting up of storage mechanisms. Since
those measures are of general scope and are designed
to
of Directive
2004/109/EC, inter alia, by supplementing it with new
non-essential
adopted in
accordance with the regulatory procedure with scrutiny
provided for in Article 5a of Decision 1999/468/EC.

they must be

non-essential

elements,

elements

amend

instruments adopted under

Directive 2004/109/EC provides for a time restriction
concerning the implementing powers conferred on the
statement concerning Decision
In their
Commission.
2006/512/EC,
the Council
the European Parliament,
and the Commission stated that Decision 2006/512/EC
provides a horizontal and satisfactory solution to the
European Parliament’s wish to scrutinise the implemen-
the co-decision
tation of
procedure and that, accordingly,
implementing powers
should be conferred on the Commission without time
limit. The European Parliament and the Council also
declared that
the proposals
they would ensure that
aimed at repealing the provisions in the instruments
that provide for a time limit on the delegation of imple-
menting powers to the Commission are adopted as
rapidly as possible. Following the introduction of the
regulatory procedure with scrutiny, the provision estab-
lishing that time restriction in Directive 2004/109/EC
should be deleted.

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(6)

(7)

(8)

the provisions

concerning the

The Commission should, at regular intervals, evaluate the
functioning of
im-
plementing powers conferred on it in order to allow
the European Parliament and the Council to determine
whether the extent of those powers and the procedural
requirements imposed on the Commission are appro-
priate
and democratic
accountability.

and ensure both efficiency

Directive 2004/109/EC should therefore be amended
accordingly.

Since the amendments made to Directive 2004/109/EC
in nature and concern
by this Directive are technical
they do not need to be
committee procedure only,
is therefore not
transposed by the Member States.
necessary to lay down provisions to that effect,

It

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 services (*) in accordance with the
regulatory procedure referred to in Article 27(2).

The measures referred to in points (a) and (b) of the second
subparagraph, designed to amend non-essential elements of
this Directive by supplementing it, shall be adopted in
accordance with the regulatory procedure with scrutiny
referred to in Article 27(2a).

___________
(*) OJ L 204, 21.7.1998, p. 37. Directive as last amended
363,

2006/96/EC (OJ

L

by Council Directive
20.12.2006, p. 81).’;

HAVE ADOPTED THIS DIRECTIVE:

Article 1

Amendments

Directive 2004/109/EC is hereby amended as follows:

1. Article 2(3) shall be replaced by the following:

2. Article 5(6) shall be amended as follows:

(a)

in the first subparagraph, the words ‘,
in accordance
with the procedure referred to in Article 27(2),’ shall
be deleted;

(b) the

third subparagraph shall be replaced by the

following:

‘3.
In order to take account of technical developments
on financial markets and to ensure the uniform application
of paragraph 1, the Commission shall, in accordance with
the procedures referred to in Article 27(2) and (2a), adopt
implementing measures concerning the definitions set out
in paragraph 1.

‘The measures referred to in point (a) shall be adopted
in accordance with the regulatory procedure referred to
in Article 27(2). The measures referred to in points (b)
and (c), designed to amend non-essential elements of
this Directive by supplementing it, shall be adopted in
accordance with the regulatory procedure with scrutiny
referred to in Article 27(2a).

The Commission shall, in particular:

(a) establish,

for the purposes of paragraph 1(i)(ii),

the
procedural arrangements in accordance with which an
issuer may make the choice of the home Member State;

(b) adjust, where appropriate for the purposes of the choice
of the home Member State referred to in paragraph
1(i)(ii), the three-year period in relation to the issuer’s
track record in the light of any new requirement under
Community law concerning admission to trading on a
regulated market; and

(c) establish,

for the purposes of paragraph 1(l), an in-
dicative list of means which are not to be considered
as electronic means, thereby taking into account Annex
V to Directive 98/34/EC of the European Parliament

Where appropriate, the Commission may also adapt the
five-year period referred to in paragraph 1. That
measure, designed to amend non-essential elements of
this Directive, shall be adopted in accordance with the
regulatory procedure with scrutiny referred to in
Article 27(2a).’;

3. Article 9(7) shall be replaced by the following:

‘7.
The Commission shall adopt implementing measures
in order to take account of technical developments on
financial markets and to ensure the uniform application
of paragraphs 2, 4 and 5. Those measures, designed to
amend non-essential elements of
this Directive by sup-
plementing it, shall be adopted in accordance with the
regulatory
in
Article 27(2a).

procedure with

scrutiny

referred

to

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The Commission shall specify the maximum length of the
‘short settlement cycle’ referred to in paragraph 4 of this
Article, as well as the appropriate control mechanisms by
the competent authority of the home Member State. Those
measures, designed to amend non-essential elements of this
Directive by supplementing it,
adopted in
accordance with the regulatory procedure with scrutiny
referred to in Article 27(2a).

shall be

7. Article 19(4) shall be amended as follows:

(a)

in the first subparagraph, the words ‘,
in accordance
with the procedure referred to in Article 27(2),’ shall
be deleted;

(b) the following subparagraph shall be added:

referred to in paragraph 2 of

In addition, the Commission may draw up a list of the
events
in
accordance with the regulatory procedure referred to in
Article 27(2).’;

this Article,

‘The measures referred to in the first and second
subparagraphs,
non-essential
elements of this Directive by supplementing it, shall
regulatory
be
in accordance with the
procedure with scrutiny referred to in Article 27(2a).’;

designed

adopted

amend

to

4. Article 12(8) shall be amended as follows:

8. Article 21(4) shall be amended as follows:

(a)

the words ‘, in accordance with the procedure referred
to in Article 27(2),’ shall be deleted;

(a)

in the first subparagraph, the words ‘in accordance with
the procedure referred to in Article 27(2)’ shall be
deleted;

(b) the following subparagraph shall be added:

(b) the following subparagraph shall be added:

‘Those measures, designed to amend non-essential
elements of this Directive by supplementing it, shall
be
regulatory
in accordance with the
procedure with scrutiny referred to in Article 27(2a).’;

adopted

‘The measures referred to in the first, second and third
subparagraphs,
non-essential
elements of this Directive by supplementing it, shall
be
regulatory
in accordance with the
procedure with scrutiny referred to in Article 27(2a).’;

designed

adopted

amend

to

5. Article 13(2) shall be amended as follows:

9. Article 23 shall be amended as follows:

(a)

the words ‘, in accordance with the procedure referred
to in Article 27(2),’ shall be deleted;

(a) paragraph 4 shall be amended as follows:

(b) the following subparagraph shall be added:

(i) the following subparagraph shall be inserted after

the first subparagraph:

‘Those measures, designed to amend non-essential
elements of this Directive by supplementing it, shall
regulatory
be
in accordance with the
procedure with scrutiny referred to in Article 27(2a).’;

adopted

6. Articles 14(2), 17(4) and 18(5) shall each be amended as

follows:

also adopt

the Commission shall

‘In the context of point (ii) of the first subpara-
graph,
im-
plementing measures concerning the assessment of
standards relevant to the issuers of more than one
country. Those measures, designed to amend non-
essential
sup-
plementing it, shall be adopted in accordance with
the regulatory procedure with scrutiny referred to in
Article 27(2a).’;

this Directive by

elements of

(a)

the words ‘, in accordance with the procedure referred
to in Article 27(2),’ shall be deleted;

(ii) the following subparagraph shall be added:

(b) the following sentence shall be added:

‘Those measures, designed to amend non-essential
elements of this Directive by supplementing it, shall
be
regulatory
in accordance with the
procedure with scrutiny referred to in Article 27(2a).’;

adopted

shall

adopt

‘In the context of the previous subparagraph, the
Commission
implementing
also
measures aimed at establishing general equivalence
criteria regarding accounting standards relevant to
issuers of more than one country. Those measures,
designed to amend non-essential elements of this
Directive by supplementing it, shall be adopted in
accordance with the regulatory procedure with
scrutiny referred to in Article 27(2a).’;

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(b) paragraph 5 shall be amended as follows:

(i) the words ‘,

in accordance with the procedure

referred to in Article 27(2),’ shall be deleted;

(ii) the following sentence shall be added:

‘Those measures, designed to amend non-essential
elements of this Directive by supplementing it, shall
be adopted in accordance with the regulatory
procedure
in
scrutiny
Article 27(2a).’;

referred

with

to

‘3.
By 31 December 2010, and, thereafter, at least
every three years,
the Commission shall review the
provisions concerning its implementing powers and
present a report to the European Parliament and to
the Council on the functioning of those powers. The
report shall examine,
in particular, the need for the
Commission to propose amendments to this Directive
in order to ensure the appropriate scope of the im-
plementing powers conferred on the Commission.
The conclusion as to whether or not amendment is
necessary
detailed
statement of reasons. If necessary, the report shall be
accompanied by a legislative proposal to amend the
provisions conferring implementing powers on the
Commission’.

accompanied

shall

by

be

a

(c)

in paragraph 7, the following subparagraph shall be
added:

also adopt

the purpose of

‘The Commission shall
implementing
measures aimed at establishing general equivalence
criteria for
subparagraph.
Those measures, designed to amend non-essential
elements of this Directive by supplementing it, shall
be
regulatory
in accordance with the
procedure with scrutiny referred to in Article 27(2a).’;

the first

adopted

Article 2

Entry into force

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

Article 3

Addressees

10. Article 27 shall be amended as follows:

This Directive is addressed to the Member States.

(a)

the following paragraph shall be inserted:

‘2a. Where reference is made to this paragraph,
and Article 7 of Decision
Article 5a(1)
1999/468/EC shall
regard to the
provisions of Article 8 thereof.’;

apply, having

to (4)

(b) paragraphs 3 and 4 shall be replaced by the following:

Done at Strasbourg, 11 March 2008.

For the European Parliament
The President

H.-G. PÖTTERING

For the Council
The President

J. LENARČIČ