natgillin/translations-raw huggingface dataset:
Въпреки това, държавите-членки могат да предвидят или да позволят на дружествата да предвидят, че в случаите когато нито един акционер не изисква подробна справка за гласуването, е достатъчно да се установят резултатите от гласуването само до степен, необходима за гарантиране, че за всяко решение е постигнато необходимото мнозинство.
However, Member States may provide or allow companies to provide that if no shareholder requests a full account of the voting, it shall be sufficient to establish the voting results only to the extent needed to ensure that the required majority is reached for each resolution.
Дружеството публикува на своя интернет сайт резултатите от гласуването, установени съгласно параграф 1, в рамките на срок, който се определя от националното право и не надхвърля 15 дни от датата, на която е проведено на общото събрание.
Within a period of time to be determined by national law, which shall not exceed 15 days after the general meeting, the company shall publish on its Internet site the voting results established in accordance with paragraph 1.
Настоящият член не засяга законови разпоредби, които са приети или може да бъдат приети от държавите-членки относно формалностите, необходими за влизането в сила на едно решение, или възможността за последващо правно оспорване на резултата от гласуването.
This Article is without prejudice to any legal rules that Member States have adopted or may adopt concerning the formalities required in order for a resolution to become valid or the possibility of a subsequent legal challenge to the voting result.
ЧЛЕН 15
ARTICLE 15
Информация след общо събрание
Post-General meeting information
Издателят публикува на интернет сайта си резултатите от гласуванията за всяко решение, не по-късно от 15 календарни дни от датата, на която е проведено общото събрание.
Within a period of time which shall not exceed 15 calendar days following the general meeting, the issuer shall publish on its Internet site the results of the votes on each resolution tabled at the general meeting.
Резултатите от гласуванията включват поне броя на акциите и процента на гласове "за" и "против", гласували за всяко решение.
The results of the voting shall include for each resolution at least the number of shares in respect of which voting has taken place and the percentages of votes in favour of and against each resolution.
ЧЛЕН 16
ARTICLE 16
Държавите-членки приемат необходимите законови, подзаконови и административни разпоредби, за да се съобразят с настоящата директива не по-късно от [31 декември 2007 г.] .
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by [31 December 2007] at the latest.
Те незабавно съобщават на Комисията текста на тези разпоредби и таблицата на съответствието между тези разпоредби и настоящата директива.
They shall forthwith communicate to the Commission the text of those provisions and a correlation table between those provisions and this Directive .
Държавите-членки приемат необходимите законови, подзаконови и административни разпоредби, за да се съобразят с настоящата директива не по-късно от […]¹ .
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by [...]¹ at the latest.
Те незабавно съобщават на Комисията текста на тези разпоредби.
They shall forthwith communicate to the Commission the text of those provisions.
Независимо от алинея първа, държавите-членки, в които към 1 юли 2006 г. са в сила национални разпоредби, ограничаващи или забраняващи назначаването на пълномощник в случаите по член 10, параграф 1б, алинея втора, точка (ii), приемат законови, подзаконови и административни разпоредби, необходими за прилагането на член 10, параграф 1б по отношение на такова ограничение или забрана не по-късно от [...] 2 .
Notwithstanding the first subparagraph, Member States which on 1 July 2006 had in force national provisions restricting or prohibiting the appointment of a proxy holder in the case of Article 10(1b), second subparagraph, point (ii), shall bring into force the laws, regulations and administrative provisions necessary in order to comply with Article 10(1b) as concerns such restriction or prohibition by [...] 2 at the latest.
Когато държавите-членки приемат тези мерки, в тях се съдържа позоваване на настоящата директива или са придружени от това позоваване при официалното им публикуване.
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.
Условията и редът на позоваване се определят от държавите-членки.
Member States shall determine how such reference is to be made.
Държавите-членки съобщават незабавно на Комисията броя на дните, определени в член 6, параграф 3 и член 7, параграф 3, и всякакви последващи промени в тях, като Комисията публикува тази информация в Официален вестник на Европейския съюз.
Member States shall forthwith communicate the number of days specified under Articles 6(3) and 7(3), and any subsequent changes thereof, to the Commission, which shall publish this information in the Official Journal of the European Union.
Държавите-членки съобщават на Комисията текстовете на разпоредбите от националното законодателство, които те приемат в областта, уредена с настоящата директива.
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.
¹ Двадесет и четири месеца след влизането в сила на настоящата директива.
¹ Twenty-four months following the entry into force of this Directive.
2 Пет години след влизането в сила на директивата.
2 Five years following the entry into force of the Directive.
ЧЛЕН 17
ARTICLE 17
В сила от датата по член 16, параграф 1, член 17 от Директива 2004/109/ЕО се изменя както следва
With effect from the date specified in Article 16(1), Article 17 of Directive 2004/109/EC is amended as follows
Параграф 2 се заменя със следния текст:
Paragraph 2 is replaced by the following:
Издателят гарантира, че в държавата-членка по прозиход са налице всички средства и цялата информация, необходими на притежателите на акции за упражняване на техните права, и че целостта на данните е съхранена.
The issuer shall ensure that all the facilities and information necessary to enable holders of shares to exercise their rights are available in the home Member State and that the integrity of data is preserved.
В частност,
In particular,
(i) издателят определя за свой представител финансова институция, чрез която
(i) the issuer shall designate as its agent a financial institution through which
(ii) публикува известия или изпраща циркулярни писма относно разпределението и плащането на дивиденти и издаването на нови акции, включително информация за всички мерки за възлагане, записване, анулиране и преобразуване.”
(ii) he shall publish notices or distribute circulars concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion.”
В параграф 4 "параграф 2, буква в)" се заменя с "параграф 2, точка (i)".
In paragraph 4, the words “paragraph 2(c)” are replaced by “paragraph 2, point (i)”.
The rapporteur supports the Commission in its aim of easing, or enabling, the cross-border exercise of shareholder rights.
The rapporteur supports the Commission in its aim of easing, or enabling, the cross-border exercise of shareholder rights.
The amendments deal mainly with eight points.
The amendments deal mainly with eight points.
Cooperatives have been explicitly removed from the directive’s scope because of their special membership structure.
Cooperatives have been explicitly removed from the directive’s scope because of their special membership structure.
On the notice for convocation (Article 5 of the Commission proposal) a distinction is made between annual general meetings (AGMs) and extraordinary general meetings (EGMs).
On the notice for convocation (Article 5 of the Commission proposal) a distinction is made between annual general meetings (AGMs) and extraordinary general meetings (EGMs).
Notices for AGMs should be 20 calendar days; notices for EGMs should depend on the way that Member States have transposed Articles 9 and 11 of the takeover directive (i.e. ‘at least two weeks’).
Notices for AGMs should be 20 calendar days; notices for EGMs should depend on the way that Member States have transposed Articles 9 and 11 of the takeover directive (i.e. ‘at least two weeks’).
There should also be a distinction between registered and bearer shares.
There should also be a distinction between registered and bearer shares.
This distinction takes effect in two places.
This distinction takes effect in two places.
First, when asking to whom the notice convening a general meeting should be sent.
First, when asking to whom the notice convening a general meeting should be sent.
With registered shares this is as a rule the registered shareholder (Article 5 of the Commission proposal).
With registered shares this is as a rule the registered shareholder (Article 5 of the Commission proposal).
Second, with registered shares it is easier to prove share ownership, which under Article 7 of the Commission proposal entitles the shareholder to vote at the general meeting.
Second, with registered shares it is easier to prove share ownership, which under Article 7 of the Commission proposal entitles the shareholder to vote at the general meeting.
This means that the specified date required in Article 7 of the Commission proposal for registered shares can be brought nearer to the date of the general meeting than with bearer shares.
This means that the specified date required in Article 7 of the Commission proposal for registered shares can be brought nearer to the date of the general meeting than with bearer shares.
Again, the ‘officially appointed mechanism’ for convening the general meeting, as laid down in Article 21(2) of the transparency directive, may be used when the notice convening the meeting can also be published by means of this mechanism (see amendment to Article 5 of the Commission proposal).
Again, the ‘officially appointed mechanism’ for convening the general meeting, as laid down in Article 21(2) of the transparency directive, may be used when the notice convening the meeting can also be published by means of this mechanism (see amendment to Article 5 of the Commission proposal).
On the Commission’s proposed right to ask questions (Article 9) it is suggested that companies must answer, no later than at the general meeting, questions that are asked before that meeting.
On the Commission’s proposed right to ask questions (Article 9) it is suggested that companies must answer, no later than at the general meeting, questions that are asked before that meeting.
Questions put by a shareholder or shareholders with 1 % of the share capital must be answered within a reasonable time irrespective of the general meeting (the qualified right to ask questions); companies have a responsibility to answer these ‘qualified’ questions.
Questions put by a shareholder or shareholders with 1 % of the share capital must be answered within a reasonable time irrespective of the general meeting (the qualified right to ask questions); companies have a responsibility to answer these ‘qualified’ questions.
Moreover any right of challenge that shareholders may have need not be extended to include questions asked before the general meeting.
Moreover any right of challenge that shareholders may have need not be extended to include questions asked before the general meeting.
The holding of proxy rights (Article 10) needs to be enabled, or made easier, as the case may be.
The holding of proxy rights (Article 10) needs to be enabled, or made easier, as the case may be.
Proxy holders may be required only to establish their legitimacy; to implement proxy rights, Member States should be permitted only to create or maintain such rules as are designed to prevent conflicts of interest between shareholders and proxy holders.
Proxy holders may be required only to establish their legitimacy; to implement proxy rights, Member States should be permitted only to create or maintain such rules as are designed to prevent conflicts of interest between shareholders and proxy holders.
Any such rules must be necessary and proportionate.
Any such rules must be necessary and proportionate.
A fault in the internal relationship between the shareholder and proxy should expressly not affect their external relationship with the company.
A fault in the internal relationship between the shareholder and proxy should expressly not affect their external relationship with the company.
As with the exercise of shareholders’ rights by proxy holders, the exercise of such rights by intermediaries should also be made easier.
As with the exercise of shareholders’ rights by proxy holders, the exercise of such rights by intermediaries should also be made easier.
To satisfy the need for transparency, Member States should be allowed to lay down rules by means of which the identity of the person on behalf of whom the voting rights are exercised (the ‘client’) is disclosed.
To satisfy the need for transparency, Member States should be allowed to lay down rules by means of which the identity of the person on behalf of whom the voting rights are exercised (the ‘client’) is disclosed.
Finally the report provides for the fact that amendment of Article 17 of the transparency directive does not go as far as Article 17 of the Commission proposal.
Finally the report provides for the fact that amendment of Article 17 of the transparency directive does not go as far as Article 17 of the Commission proposal.
The information under Article 17(1)(a) of the transparency directive (including details of the place, time and agenda of the general meeting) should continue to be governed by the transparency directive.
The information under Article 17(1)(a) of the transparency directive (including details of the place, time and agenda of the general meeting) should continue to be governed by the transparency directive.
The requirements of the present directive and the transparency directive should complement one another; they should not exclude one another.
The requirements of the present directive and the transparency directive should complement one another; they should not exclude one another.
Article 17 of the transparency directive exists not least in order to ensure that locally resident shareholders have access to all the relevant information.
Article 17 of the transparency directive exists not least in order to ensure that locally resident shareholders have access to all the relevant information.
Following negotiations, an oral agreement has been reached with the Council and the Commission, which has been reflected in the compromise amendments presented by the rapporteur.
Following negotiations, an oral agreement has been reached with the Council and the Commission, which has been reflected in the compromise amendments presented by the rapporteur.
OPINION of the Committee on Economic and Monetary Affairs*
OPINION of the Committee on Economic and Monetary Affairs *
for the Committee on Legal Affairs
for the Committee on Legal Affairs
on the proposal for a directive of the European Parliament and of the Council on the exercise of voting rights by shareholders of companies having their registered office in a Member States and whose shares are admitted to trading on a regulated market and amending Directive 2004/109/EC
on the proposal for a directive of the European Parliament and of the Council on the exercise of voting rights by shareholders of companies having their registered office in a Member States and whose shares are admitted to trading on a regulated market and amending Directive 2004/109/EC
The situation
The situation
Control through high and active shareholder participation in general meetings is essential for effective corporate governance.
Control through high and active shareholder participation in general meetings is essential for effective corporate governance.
This effective control is at risk due to low participation in general meetings.
This effective control is at risk due to low participation in general meetings.
One of the main reasons for this lies in the growing proportion of share ownership by foreign investors who have to overcome several obstacles in order to attend a general meeting.
One of the main reasons for this lies in the growing proportion of share ownership by foreign investors who have to overcome several obstacles in order to attend a general meeting.
First, shareholders normally hold their securities through chains of intermediaries in different jurisdictions.
First, shareholders normally hold their securities through chains of intermediaries in different jurisdictions.
Hence, it is difficult and costly to obtain timely access to information and to exercise the voting right by either being present in person or by appointing a proxy whilst respecting specific national legal requirements.
Hence, it is difficult and costly to obtain timely access to information and to exercise the voting right by either being present in person or by appointing a proxy whilst respecting specific national legal requirements.
Second, the obligation of share blocking makes participation in a general meeting less attractive.
Second, the obligation of share blocking makes participation in a general meeting less attractive.
The Commission's proposal
The Commission's proposal
To facilitate and increase shareholder participation in general meetings in a cross-border context, which in turn would increase the company's accountability to its owners and promote the Single Market, the European Commission proposes five measures:
To facilitate and increase shareholder participation in general meetings in a cross-border context, which in turn would increase the company's accountability to its owners and promote the Single Market, the European Commission proposes five measures:
a) Ensure that general meetings are convened sufficiently in advance;
a) Ensure that general meetings are convened sufficiently in advance;
b) Replace all forms of share blocking by a record date system;
b) Replace all forms of share blocking by a record date system;
c) Remove all legal obstacles to electronic participation in general meetings;
c) Remove all legal obstacles to electronic participation in general meetings;
d) Give shareholders the right to ask questions orally and in writing (including electronic means) at and ahead of a general meeting;
d) Give shareholders the right to ask questions orally and in writing (including electronic means) at and ahead of a general meeting;
e) Offer non-resident shareholders the possibility to vote by proxy, post or electronic means.
e) Offer non-resident shareholders the possibility to vote by proxy, post or electronic means.
The Draftsman's position
The Draftsman's position
The Draftsman welcomes the objectives and instruments of the proposed Directive, but considers the following changes to be necessary:
The Draftsman welcomes the objectives and instruments of the proposed Directive, but considers the following changes to be necessary:
3.1 Measure (a): Meeting notice
3.1 Measure (a): Meeting notice
In order to take informed decisions, shareholders must be provided with a date, agenda and relevant documents well in advance.
In order to take informed decisions, shareholders must be provided with a date, agenda and relevant documents well in advance.
Therefore, the introduction of a minimum notice period is an efficient instrument.
Therefore, the introduction of a minimum notice period is an efficient instrument.
This notice should not only be posted on the company's website, but also sent to the central securities depository, which is, especially in the case of bearer shares, the first link in the chain between the company and the shareholder.
This notice should not only be posted on the company's website, but also sent to the central securities depository, which is, especially in the case of bearer shares, the first link in the chain between the company and the shareholder.
In the case of registered shares, the notice should be sent directly to the registered shareholder or nominee.
In the case of registered shares, the notice should be sent directly to the registered shareholder or nominee.
Moreover, there should be a distinction between annual general meetings and extraordinary general meetings which are called for different purposes and with different degrees of urgency.
Moreover, there should be a distinction between annual general meetings and extraordinary general meetings which are called for different purposes and with different degrees of urgency.
3.2 Measure (b): Record date instead of share blocking
3.2 Measure (b): Record date instead of share blocking
The replacement of share blocking by a record date system is a fundamental step.
The replacement of share blocking by a record date system is a fundamental step.
Such a system should provide for a record date lying as close as possible to the general meeting and a sufficient time lag between the notice of the general meeting and the record date so that (institutional) shareholders are able to recall shares out on loan.
Such a system should provide for a record date lying as close as possible to the general meeting and a sufficient time lag between the notice of the general meeting and the record date so that (institutional) shareholders are able to recall shares out on loan.
Moreover, given the structural differences between bearer shares and registered shares, Member States should be allowed to set different record dates for these two types of shares.
Moreover, given the structural differences between bearer shares and registered shares, Member States should be allowed to set different record dates for these two types of shares.
3.3 Measure (c): Participation by electronic means
3.3 Measure (c): Participation by electronic means
The possibility to participate by electronic means, e.g. to add items to the agenda, to table resolutions, to ask questions, to vote etc., may substantially increase the turn-out of general meetings.
The possibility to participate by electronic means, e.g. to add items to the agenda, to table resolutions, to ask questions, to vote etc., may substantially increase the turn-out of general meetings.
However, depending on their size and technical possibilities, companies should be free in their decision whether or not to make use of electronic means.
However, depending on their size and technical possibilities, companies should be free in their decision whether or not to make use of electronic means.
3.4 Measure (d): Right to ask questions
3.4 Measure (d): Right to ask questions
The right to ask questions is crucial to enable shareholders to take informed decisions.
The right to ask questions is crucial to enable shareholders to take informed decisions.
However, companies must be enabled to protect themselves against an abuse of this right.
However, companies must be enabled to protect themselves against an abuse of this right.
Consequently, shareholders shall have the right to ask questions orally at the general meeting and, if provided by the company, may make use of electronic means.
Consequently, shareholders shall have the right to ask questions orally at the general meeting and, if provided by the company, may make use of electronic means.
In contrast, Member States are not obliged to allow for written questions ahead of the meeting.
In contrast, Member States are not obliged to allow for written questions ahead of the meeting.
Moreover, companies shall only respond to the questions orally on the day of the meeting and shall not be obliged to publish the answers on their website.
Moreover, companies shall only respond to the questions orally on the day of the meeting and shall not be obliged to publish the answers on their website.
3.5 Measure (e): Voting by proxy
3.5 Measure (e): Voting by proxy