natgillin/translations-raw huggingface dataset:
The Draftsman supports the principle that there should be no restriction as to the person who can be granted a proxy.
The Draftsman supports the principle that there should be no restriction as to the person who can be granted a proxy.
However, to avoid conflicts of interest, Member States shall have the possibility to choose the appropriate measures to restrict the rights of proxy holders.
However, to avoid conflicts of interest, Member States shall have the possibility to choose the appropriate measures to restrict the rights of proxy holders.
3.6 The shareholder - intermediary - company relationship
3.6 The shareholder - intermediary - company relationship
The objective should be that the economic shareholder, that is to say the person who has made the investment decision and bears the risks related to the shares, should control the exercise of his voting rights.
The objective should be that the economic shareholder, that is to say the person who has made the investment decision and bears the risks related to the shares, should control the exercise of his voting rights.
Given the large differences between the national systems of share ownership, the draftsman will not propose a definition of the so called "ultimate investor".
Given the large differences between the national systems of share ownership, the draftsman will not propose a definition of the so called "ultimate investor".
However, he underlines that intermediaries who are not legal shareholders shall only exercise voting rights within their general contractual framework with the client and carry out voting instructions if any have been issued by the client.
However, he underlines that intermediaries who are not legal shareholders shall only exercise voting rights within their general contractual framework with the client and carry out voting instructions if any have been issued by the client.
If the intermediary is not the last element in the chain between the shareholder and the company, he shall pass on the voting instructions to the next intermediary..
If the intermediary is not the last element in the chain between the shareholder and the company, he shall pass on the voting instructions to the next intermediary..
The Committee on Economic and Monetary Affairs calls on the Committee on Legal Affairs, as the committee responsible, to incorporate the following amendments in its report:
The Committee on Economic and Monetary Affairs calls on the Committee on Legal Affairs, as the committee responsible, to incorporate the following amendments in its report:
European Parliament and Council directive on the exercise of voting rights by shareholders of companies having their registered office in a Member State and whose shares are admitted to trading on a regulated market and amending Directive 2004/109/EC
European Parliament and Council directive on the exercise of voting rights by shareholders of companies having their registered office in a Member State and whose shares are admitted to trading on a regulated market and amending Directive 2004/109/EC
Directive of the European Parliament and of the Council on the exercise of certain rights of shareholders in listed companies
Directive of the European Parliament and of the Council on the exercise of certain rights of shareholders in listed companies
RECITAL 3
RECITAL 3
(3) Holders of shares carrying voting rights should be able to exercise these rights given that they are reflected in the price that has to be paid at the acquisition of the shares.
(3) Holders of shares carrying voting rights should be able to exercise these rights given that they are reflected in the price that has to be paid at the acquisition of the shares.
Furthermore, effective shareholder control is a pre-requisite to sound corporate governance and should, therefore, be facilitated and encouraged.
Furthermore, effective shareholder control is a pre-requisite to sound corporate governance and should, therefore, be facilitated and encouraged.
It is therefore necessary to adopt measures to approximate the laws of the Member States to this end.
It is therefore necessary to adopt measures to approximate the laws of the Member States to this end.
Obstacles which deter shareholders from voting, such as making the exercise of voting rights subject to the blocking of shares by the shareholder , should be removed.
Obstacles which deter shareholders from voting, such as making the exercise of voting rights subject to the blocking of shares by the shareholder , should be removed.
However, this directive does not affect existing Community legislation on units issued by collective investment undertakings or on units acquired of disposed of in such undertakings.
However, this directive does not affect existing Community legislation on units issued by collective investment undertakings or on units acquired of disposed of in such undertakings.
Obstacles which deter shareholders from voting, such as making the exercise of voting rights subject to the blocking of shares during a certain period before the meeting, should be removed.
Obstacles which deter shareholders from voting, such as making the exercise of voting rights subject to the blocking of shares during a certain period before the meeting, should be removed.
However, this directive does not affect existing Community legislation on units issued by collective investment undertakings or on units acquired or disposed of in such undertakings.
However, this directive does not affect existing Community legislation on units issued by collective investment undertakings or on units acquired or disposed of in such undertakings.
RECITAL 4
RECITAL 4
(4) The currently existing community legislation is not sufficient to achieve this objective .
(4) The currently existing community legislation is not sufficient to achieve this objective .
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 imposes on issuers to make available certain information and documents relevant to general meetings but such information and documents are to be made available in the issuer’s home Member State.
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 imposes on issuers to make available certain information and documents relevant to general meetings but such information and documents are to be made available in the issuer’s home Member State.
Moreover Directive 2001/34/EC focuses on the information which issuers have to disclose to the market and accordingly does not deal with the shareholder voting process itself.
Moreover Directive 2001/34/EC focuses on the information which issuers have to disclose to the market and accordingly does not deal with the shareholder voting process itself.
(4) The existing Community legislation is not sufficient to facilitate the exercise of shareholders' rights in relation to general meetings in a cross-border context .
(4) The existing Community legislation is not sufficient to facilitate the exercise of shareholders' rights in relation to general meetings in a cross-border context .
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 imposes an obligation on issuers to make available certain information and documents relevant to general meetings but such information and documents are to be made available in the issuer’s home Member State.
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 imposes an obligation on issuers to make available certain information and documents relevant to general meetings but such information and documents are to be made available in the issuer’s home Member State.
Moreover Directive 2001/34/EC focuses on the information that issuers have to disclose to the market and accordingly does not deal with the shareholder voting process itself.
Moreover Directive 2001/34/EC focuses on the information that issuers have to disclose to the market and accordingly does not deal with the shareholder voting process itself.
Certain minimum standards should therefore be introduced with a view to protecting investors and promoting the smooth and effective exercise of shareholders' rights attaching to voting shares.
Certain minimum standards should therefore be introduced with a view to protecting investors and promoting the smooth and effective exercise of shareholders' rights attaching to voting shares.
As regards rights other than the right to vote, Member States are free to extend the application of these minimum standards to non-voting shares to the extent that this is not already the case.
As regards rights other than the right to vote, Member States are free to extend the application of these minimum standards to non-voting shares to the extent that this is not already the case.
Member States shall establish efficient, transparent, simple and affordable procedures to ensure that shareholders are able to exercise the rights conferred on them by this Directive and that companies comply with their obligations, .
Member States shall establish efficient, transparent, simple and affordable procedures to ensure that shareholders are able to exercise the rights conferred on them by this Directive and that companies comply with their obligations, .
RECITAL 5
RECITAL 5
(5) Significant proportions of shares in listed European companies are held by shareholders who do not reside in the Member State in which the companies of which they are shareholder have their registered office.
(5) Significant proportions of shares in listed European companies are held by shareholders who do not reside in the Member State in which the compan ies of which they are shareholder have their registered office.
Non-resident shareholders should be able to exercise their rights in relation to the general meeting as easily as shareholders who reside in the Member State in which the company has its registered office.
Non-resident shareholders should be able to exercise their rights in relation to the general meeting as easily as shareholders who reside in the Member State in which the company has its registered office.
This requires that existing obstacles which hinder the access of non-resident shareholders to the information relevant to the general meeting and the exercise of voting rights without physically attending the general meeting be removed.
This requires that existing obstacles which hinder the access of non-resident shareholders to the information relevant to the general meeting and the exercise of voting rights without physically attending the general meeting be removed.
The removal of these obstacles should also benefit resident shareholders who do not or cannot attend the shareholders meeting.
The removal of these obstacles should also benefit resident shareholders who do not or cannot attend the shareholders meeting.
(5) Significant proportions of shares in listed companies are held by shareholders who do not reside in the Member State in which the company has its registered office.
(5) Significant proportions of shares in listed companies are held by shareholders who do not reside in the Member State in which the company has its registered office.
The removal of these obstacles should also benefit resident shareholders who do not or cannot attend the general meeting.
The removal of these obstacles should also benefit resident shareholders who do not or cannot attend the general meeting.
RECITAL 6
RECITAL 6
(6) Shareholders should be able to cast informed votes at, or in advance of, the shareholders meeting, no matter where they reside.
(6) Shareholders should be able to cast informed votes at, or in advance of, the shareholders meeting, no matter where they reside.
All shareholders should have sufficient time to consider the documents intended to be submitted to the general meeting and determine how they will vote their shares.
All shareholders should have sufficient time to consider the documents intended to be submitted to the general meeting and determine how they will vote their shares.
To this end, sufficient notice of the general meeting should be given and shareholders should be provided timely with the complete information intended to be submitted to the general meeting for approval .
To this end, sufficient notice of the general meeting should be given and shareholders should be provided timely with the complete information intended to be submitted to the general meeting for approval .
Shareholders should, in principle, also have the possibility to add items to the meeting agenda, to table resolutions and to ask questions related to items on the agenda.
Shareholders should, in principle, also have the possibility to add items to the meeting agenda, to table resolutions and to ask questions related to items on the agenda.
The possibilities which modern technologies offer to make information instantly available and accessible should be exploited , also with a view to making information on the results of the vote available after the general meeting .
The possibilities which modern technologies offer to make information instantly available and accessible should be exploited , also with a view to making information on the results of the vote available after the general meeting .
(6) Shareholders should be able to cast informed votes at, or in advance of, the general meeting, no matter where they reside.
(6) Shareholders should be able to cast informed votes at, or in advance of, the general meeting, no matter where they reside.
To this end, timely notice of the general meeting should be given and shareholders should be provided with the complete information to be submitted to the general meeting.
To this end, timely notice of the general meeting should be given and shareholders should be provided with the complete information to be submitted to the general meeting.
Shareholders should, in principle, also have the possibility to add items to the meeting agenda and to table resolutions on items on that agenda , without prejudice to any rules concerning restricting the distribution of illegal and defamatory material and companies' ability to refuse to circulate such material.
Shareholders should, in principle, also have the possibility to add items to the meeting agenda and to table resolutions on items on that agenda , without prejudice to any rules concerning restricting the distribution of illegal and defamatory material and companies' ability to refuse to circulate such material.
Modern technologies allow information to be instantly available before and after a general meeting as well as active participation in the general meeting without the need for physical presence.
Modern technologies allow information to be instantly available before and after a general meeting as well as active participation in the general meeting without the need for physical presence.
Such technologies should be exploited .
Such technologies should be exploited .
This Directive presupposes that all listed companies already have an Internet site.
This Directive presupposes that all listed companies already have an Internet site.
RECITAL 6 A (new)
RECITAL 6 A (new)
(6a) To increase shareholder participation in general meetings and enable shareholders to take informed decisions, they should be able to understand the convocation and the texts submitted to the general meeting.
(6a) To increase shareholder participation in general meetings and enable shareholders to take informed decisions, they should be able to understand the convocation and the texts submitted to the general meeting.
The Commission should therefore make recommendations concerning the languages used whilst at the same time avoiding burdens for smaller listed companies or companies that neither have a wide foreign shareholder base nor are actively seeking foreign investment.
The Commission should therefore make recommendations concerning the languages used whilst at the same time avoiding burdens for smaller listed companies or companies that neither have a wide foreign shareholder base nor are actively seeking foreign investment.
The Commission should consult the European Parliament on this issue and present its results in a recommendation within six months after the adoption of this Directive.
The Commission should consult the European Parliament on this issue and present its results in a recommendation within six months after the adoption of this Directive.
RECITAL 6 B (new)
RECITAL 6 B (new)
(6b) A company’s annual general meeting is the principal opportunity for the board of directors to account to shareholders for its performance in managing the company’s affairs.
(6b) A company’s annual general meeting is the principal opportunity for the board of directors to account to shareholders for its performance in managing the company’s affairs.
This should be reflected in the nature and conduct of the meeting, which should provide shareholders with an opportunity to raise issues relating to the company’s governance.
This should be reflected in the nature and conduct of the meeting, which should provide shareholders with an opportunity to raise issues relating to the company’s governance.
There should be no such opportunity at other general meetings called by the company, which are usually required to obtain necessary shareholders’ consent for aspects of a specific transaction or financing exercise and at which a wider review of shareholders’ concerns is unlikely to be appropriate.
There should be no such opportunity at other general meetings called by the company, which are usually required to obtain necessary shareholders’ consent for aspects of a specific transaction or financing exercise and at which a wider review of shareholders’ concerns is unlikely to be appropriate.
A minority of shareholders should, however, be able to requisition a general meeting if such wider review of shareholders' concerns is thought to be merited between annual general meetings.
A minority of shareholders should, however, be able to requisition a general meeting if such wider review of shareholders' concerns is thought to be merited between annual general meetings.
To clarify the important distinction between companies’ annual general meetings and other general meetings (extraordinary general meetings) and the difference in purpose of the two types of meeting.
To clarify the important distinction between companies’ annual general meetings and other general meetings (extraordinary general meetings) and the difference in purpose of the two types of meeting.
RECITAL 6 C (new)
RECITAL 6 C (new)
(6c) In order to ensure genuine shareholder voting and prevent the misuse of voting rights linked to shares that are lent out by institutional investors for financial purposes, the Commission should assess the practices of securities lending and its effects on corporate governance, consult the European Parliament on this issue, and present a recommendation within six months after the adoption of this Directive, in the spirit of the International Corporate Governance Network Stock Lending Code of Best Practice of October 2005.
(6c) In order to ensure genuine shareholder voting and prevent the misuse of voting rights linked to shares that are lent out by institutional investors for financial purposes, the Commission should assess the practices of securities lending and its effects on corporate governance, consult the European Parliament on this issue, and present a recommendation within six months after the adoption of this Directive, in the spirit of the International Corporate Governance Network Stock Lending Code of Best Practice of October 2005.
RECITAL 6 D (new)
RECITAL 6 D (new)
(6d) Every shareholder should, in principle, have the opportunity to ask questions related to items on the agenda of a general meeting and to have them answered.
(6d) Every shareholder should, in principle, have the opportunity to ask questions related to items on the agenda of a general meeting and to have them answered.
RECITAL 7
RECITAL 7
(7 ) Shareholders should have a choice of simple means to cast their votes without attending the shareholders meeting .
(7 ) Shareholders should have a choice of simple means to cast their votes without attending the shareholders meeting .
Voting without attending the general meeting in person should not be subject to constraints other than those necessary for the verification of identity and the security of communications.
Voting without attending the general meeting in person should not be subject to constraints other than those necessary for the verification of identity and the security of communications.
Existing limitations and administrative constraints which make distance voting or proxy voting cumbersome and costly should be removed.
Existing limitations and administrative constraints which make distance voting or proxy voting cumbersome and costly should be removed.
(7) Companies should face no legal obstacles in offering to their shareholders any means of electronic participation in a general meeting .
(7) Companies should face no legal obstacles in offering to their shareholders any means of electronic participation in a general meeting .
Voting without attending the general meeting in person, whether by correspondence or by electronic means , should not be subject to constraints other than those necessary for the verification of identity and the security of communications.
Voting without attending the general meeting in person, whether by correspondence or by electronic means , should not be subject to constraints other than those necessary for the verification of identity and the security of communications.
RECITAL 7 A (new)
RECITAL 7 A (new)
(7a) Good corporate governance requires a smooth and effective process of proxy voting.
(7a) Good corporate governance requires a smooth and effective process of proxy voting.
Existing limitations and constraints which make proxy voting cumbersome and costly should therefore be removed.
Existing limitations and constraints which make proxy voting cumbersome and costly should therefore be removed.
But good corporate governance also requires adequate safeguards against a possible abuse of proxy voting.
But good corporate governance also requires adequate safeguards against a possible abuse of proxy voting.
The proxy holder, should therefore be bound to observe any instructions he may have received from the shareholder and Member States should have the opportunity to introduce appropriate measures ensuring that the proxy holder does not pursue any interest other than that of the shareholder, irrespective of the reason that has given rise to the conflict of interests.
The proxy holder, should therefore be bound to observe any instructions he may have received from the shareholder and Member States should have the opportunity to introduce appropriate measures ensuring that the proxy holder does not pursue any interest other than that of the shareholder, irrespective of the reason that has given rise to the conflict of interests.