company and how the company implements in practice its remuneration policy. The disclosure and publication of anonymised remuneration reports would not allow the achievement of those objectives. (18b) In order to increase transparency and accountability of directors and to enable shareholders, potential investors and stakeholders to have a full and reliable picture of the remuneration granted to each director, it is of particular importance that every element and total amount of remuneration are disclosed. In particular, in order to prevent the circumvention of the requirements laid down by this Directive by the company, to avoid any conflict of interest and to ensure loyalty of the directors to the company, it is necessary to provide for the disclosure and the publication of the remuneration awarded or due to the individual directors not only from the company itself, but also from any undertaking belonging to the same group. If remuneration awarded or due to individual directors by undertakings belonging to the same group as the company were excluded from the remuneration report, there would be a risk that companies try to circumvent the requirements laid down by this Directive by providing directors with hidden remuneration via a controlled undertaking. In such a case, shareholders would not have a full and reliable picture of the remuneration granted to the directors by the company and the objectives pursued by this Directive would not be achieved. (18c) In order to provide a complete overview of the directors' remuneration, the report should also disclose, where applicable, the amount of remuneration granted on the basis of the family situation of individual directors. Therefore, the remuneration report should also cover, where applicable, remuneration components such as family or child allowances. However, because personal data which refer to the family situation of individual directors or special categories of personal data within the meaning of Regulation No (EU) 2016/679 are particularly sensitive and require specific protection, the report should only disclose the corresponding amount of the remuneration granted without disclosing the ground on which it was granted. (18d) Under this Directive, personal data included in the remuneration report should be processed for the purposes of increasing corporate transparency as regards directors’
(a) ‘regulated market’ means a market as defined in point (21) of Article 4(1), of Directive 2014/65/EU of the European Parliament and of the Council. (2) In Article 2 the following points (d) - (l) are “(d) ‘intermediary’ means a ▌person, such as an investment firm as defined in point (1) of Article 4 (1) of Directive 2014/65/EU, a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council and a central securities depository as defined in point (1) of Article 2(1) of Regulation (EU) No 909/2014 of the European Parliament and of the Council, that provides services of safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons; (f) ‘institutional investor’ means: (i) an undertaking carrying out activities of life assurance within the meaning of Article 2(3)(a), (b) and (c) of Directive 2009/138/EC of the European Parliament and of the Council and of reinsurance within of the meaning of (7) of Article 13 of that Directive as long as they cover life-insurance obligations and which are not excluded pursuant to that Directive; (ii) an institution for occupational retirement provision falling within the scope of Directive 2003/41/EC of the European Parliament and of the Council in accordance with Article 2 thereof, unless a Member States has chosen not to apply that Directive in whole or in parts to that institution in accordance with Article 5 of that Directive; (g) ‘asset manager’ means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU providing portfolio management services to ▌ investors, an AIFM (alternative investment fund manager) as defined in Article 4(1)(b) of Directive 2011/61/EU that does not fulfil the conditions for an exemption in accordance with Article 3 of that Directive or a management company as defined in Article 2(1)(b) of Directive 2009/65/EC of the European Parliament and of the Council; or an investment company authorised in accordance with Directive 2009/65/EC, provided that it has not designated a management company authorised under that Directive for its management;
1. Member States shall ensure that the intermediaries transmit without delay from the company ▌to the shareholders ▌or, in accordance with the instructions given by the shareholders, to a third party▌: (a) the information the company is required to provide to the shareholder, to enable the shareholder to exercise rights flowing from its shares, and, which is directed to all shareholders in shares of that class, or (b) that information is available to shareholders on the website of the company, a notice indicating where this information can be found on the website of the company. 2. Member States shall require companies to provide and deliver to intermediaries in a standardised and timely manner the information referred to in paragraph 1(a) or the notice referred to in paragraph 1(b). 2a. Member States shall provide that companies need not provide and deliver to intermediaries the information referred to in paragraph 1(a) or the notice referred to in paragraph 1(b) when they directly send the information or the notice to all their shareholders, or, in accordance with the instructions given by the shareholder, to a third party. In this case, paragraph 1 does not apply to the intermediaries. 3. Member States shall oblige intermediaries to transmit without delay to the company, in accordance with the instructions received from the shareholders, ▌the information received from the shareholders related to the exercise of the rights flowing from their shares. 4. there is more than one intermediary in a ▌chain of intermediaries, information referred to in paragraphs 1 and 3 shall be transmitted between intermediaries without ▌delay, unless the information can be directly transmitted by the intermediary to the company or to the shareholder or, in accordance with the instructions given by the shareholder, to a third party. 5. To ensure uniform application of this Article, the Commission shall be empowered to adopt implementing acts to specify the minimum requirements to transmit information laid down in paragraphs 1 to 4▌ as regards the ▌types and format of information to be transmitted, including their security and interoperability, and the deadlines to be complied with. Those implementing acts shall be adopted within a period of 15 months
shares. Such disclosure may exclude votes that are insignificant due to the subject matter of the vote or the size of the holding in the company. 2. The information referred to in paragraph 1 be available free of charge on the institutional investor's or asset manager's website. Member States may provide that the information is published, free of charge, through other means that are easily accessible on-line. Where an asset manager implements the engagement policy, including voting, on behalf of an institutional investor, the institutional investor shall make a reference as to where such voting information has been published by the asset manager. 3. Conflicts of interest rules applicable to institutional investors and asset managers, including Article 14 of Directive 2011/61/EU, Article 12(1)(b) and 14(1)(d) of Directive 2009/65/EC and their relevant implementing rules and Article 23 of Directive 2014/65/EU shall also be applicable with regard to engagement activities. Article 3g Investment strategy of institutional investors and arrangements with managers 1. Member States shall ensure that institutional investors publicly disclose ▌how the main elements of their equity investment strategy are consistent with the profile and duration of their liabilities, in particular long-term liabilities, and how they contribute to the medium to long-term performance of their assets▌. 2. Member States ensure that where an asset manager invests on behalf of an institutional investor, either on a discretionary client-by-client basis or through a collective investment undertaking, the institutional investor publicly discloses the following information regarding its arrangement with the asset manager ▌: - how the arrangement with the asset manager incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor, in particular long-term liabilities; - how it incentivises the asset manager to make investment decisions based on assessments about medium to long-term financial and non-financial performance of the investee company and to engage with investee companies in order to improve their performance in the medium to long-term;