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DOSSIER / EUROPEAN COMMISSION / EUROPEAN PARLIAMENT / COUNCIL / OTHER INSTITUTIONSORGANISATIONS / EI ACTIONS /
/ 14/09/2016 President Junker’s State of the Union Address 2016: Towards a better Europe - a Europe that protects, empowers and defends
16/12/2014 the College of Commissioners adopted 2015 Commission Work Programme /
BETTER REGULATION /
BETTER REGULATION EU AGENDA
COM(2015) 215 / 19/05/2015 Adoption and presentation of the Better Regulation Agenda (more) / Committee responsible : JURI
Committees for opinions:
· AFET
· DEVE
· INTA
· BUDG
· CONT
· ECON
· EMPL
· ENVI
· ITRE
· IMCO
· TRAN
· REGI
· AGRI
· PECH
· CULT
· LIBE
· AFCO
· FEMM
· PETI /
INTERINSTITUTIONAL AGREEMENT
PROCEDURE COMPLETED COM(2015)0216 (EC)
COM(2015)0216 (OEIL) / 16/12/2015: Provisional text of the proposed Interinstitutional agreement on Better Regulation has been released.
19/5/2015 Proposal for a new Inter-institutional Agreement on Better Regulation / Committee responsible : AFCO
16/12/2015, Guy Verhofstadt presented in AFCO the State of play regarding the negotiations on the Interinstitutional Agreement on Better Regulation. /
THE REFIT PLATFORM
C(2015) 3260 / 16/12/2015: EC’s decision about the Appointment of Members of the Stakeholder group of the REFIT Platform has been released
End of summer 2015 REFIT codification of 7 company directives to be presented to JURI committee and the Council for scrutiny /
THE INDEPENDENT REGULATORY SCRUTINY BOARD
C(2015) 3263 /
CORPORATE GOVERNANCE & COMPANY LAW
SHAREHOLDER RIGHTS DIRECTIVE REVISION
COM(2014) 213
2014/0121(COD)
See also subsections below / DG. JUSTICE
Directorate A: civil justice
Director: Paraskevi Michou
Unit A3:Company Law
Head of Unit: Maija LAURILA
By The end of 2016 the Commission will publish a consultation on sustainability issues (CSR)
03/2016: Informal Company Law Expert Group (ICLEG) publishes Report on digitalisation in
company law
and a Report on information on groups
09/04/2014 EC adopted a proposal for the revision of Shareholder Rights Directive. The proposal covers: corporate governance relating to listed companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisors (i.e. firms providing services to shareholders, notably voting advice). / JURI (lead) Cofferati (S&D, IT)
Shadow rapporteurs:
· Maštálka (GUE/NGL- CZ)
· Durand (Greens/EFA - FR)
· Wikström (ALDE - SE)
· Karim (ECR - UK)
· Ferrara (EFD - IT)
· Zwiefka (EPP - PL)
Committees for opinions
· ECON Ludvigsson (S&D -SE)
31/01/2017 JURI vote on the text agreed in the trilogue.
Plenary vote on the text agreed upon in the Trilogue expected in Spring 2017
EP decided to drop their amendment on the public CBCR in the SHRD dossier
27/04/2016 Shadows meeting
08/07/2015 Plenary vote: report adopted
07/07/2015 Debate in the EP plenary
01/07/2015 Compromise amds
03/06/2015 Deadline for amds in plenary
12/05/2015 JURI report for plenary
07/05/2015 Committee vote (see report)
02/03/2015 ECON opinion
25/02/2015 Revised amds part 2
06/02/2015 Consideration of amendments (part 1 & part 2)
5/02/2015 Deadline for amendments
19/01/2015 Presentation of draft report
19/12/2014 Publication of draft report
02/12/2014 Hearing in EP
11/11/2014 Exchange of views
ECON (opinion) Ludvigsson (S&D - SE)
(Associated committee for art. 2 d-g and 3 g-h)
Shadow rapporteurs:
· Fox (ECR – UK)
· Schwab (PPE – DE)
· Scott Cato (Verts/ALE – UK)
· Van Nieuwenhuizen (ADLE – NL)
02/03/2015 Committee opinion
24/02/2015 Committee Vote
26/01/2015 Consideration of amendments
07/01/2015 Publication of amds
06/01/2015 Deadline for amendments
08/12/2014 Presentation of draft report
10/12/2014 S&D conference on “SR – the key to ending short-termism in EU companies?” (see a note)
19/11/2014 Draft opinion / Council Working Party Meetings:
25/01/2017
05/12/2016
29/11/2016
25/11/2016
14/11/2016
7/11/2016
24/10/2016
13/10/2016
19/09/2016
27/06/2016 (Attachés)
16/06/2016 Company
06/06/2016: Technical trialogue
03/06/2016: debriefing on SRD at COREPER meeting
30/05/2016: Informal Political
20/12/2016 COREPER agrees on the compromise text.
Trilogue
7/12/2016 Political Trilogue and COREPER Meeting
Trilogue concluded
17/10/2016, technical trilogue definitions and next steps
SHR dossier on the Agenda for the COMP Council 28-29/11/2016
25/05/2016: discussion at COREPER meeting
13/05/2016 CWP (attachés level)
03/05/2016 Technical trialogue
25/04/2016 CWP (expert level)
08/04/2016 Technical trialogue (cancelled)
18/03/2016 Technical trialogue
08/03/2016 CWP (expert level)
19 & 26/02/2016 Technical trialogue
15/01/2016 CWP (expert level)
15/12/2015 Corporate Governance conference organized by the Luxemburgish Presidency
Technical trilogues: 13, 16, 30/11/2015; 07/12/2015
27/10/2015 Start of trilogues
14/09/2015 Attachés meeting
13/05/2015 The 16th EU Corporate Governance Conference organised by the Latvian Presidency and E&Y
25/03/2015 COREPER adopted compromise proposal (will serve as basis for trilogues)
20/03/2015 Compromise text for approval by COREPER
Council WP meetings:
17/03/2015
16/03/2015 Council expert level WG
02/03/2015
07/ 02/2015
22/01/2015
09/12/2014
26/11
12/11
09/10
18/09
25/07
03/06 / 05/09/2015 Revised OECD Principles of Corporate Governance
4/11/2014 European Data Protection Supervisor Opinion
09/07/2014 Economic and Social Committee Opinion / 14/11/2016 EI Delegation meeting with Ms Maija LAURILA
08/11/2016 EI delegation meets UK perm. Rep. Corporate Governance team.
27/10/2016 Florence Bindelle speaks at the 19th European Corporate Governance Conference in Bratislava
28/04/2016 Briefing on SH ID circulate to the Council & EP
19/04/2016 WG Conf Call on Shareholder identification
09/02 EI/Afep meeting with Mariëtta Schuerman (Dutch Presidency)
22/01/2016 EI amendments to SRD
19/11/2015 Meeting with Joanna Sikora & others (Company Law unit EC) to discuss General Meeting standards and implications for SRD
20/10/2015 Meeting with Jeroen Hooijer, head of Company Law unit & his team
09/10/2015 EI spoke at ecoDa/Mazars/EC event “Corporate Governance Compliance and Monitoring Systems across the EU”
02/10/2015 EuropeanIssuers spoke at EC Conference on digitalisation of company law
16/09/2015 Discussion with Joanna SIKORA (EC) during PC meeting
3/07/2015 Key messages sent ahead of the plenary vote circulated to key MEPs from EPP, ALDE & ECR
05/06/2015 EI Briefing on shareholder identification circulated to key MEPs (EPP, ALDE, ECR)
02/06/2015 Joint ecoDa, BUSINESSEUROPE & EI letter to all MEPs
27/05/2015 Discussion during EI Policy Committee meeting
20/05/2015 EI conf call: SRD tactics & next steps (see SWS)
13/05/2015 Susannah Haan speaking at the 16th EU Corporate Governance Conference
28/04/2015 Joint BUSINESSEUROPE and EI letter to MEP Cofferati and to the JURI committee members
10/03/2015 EI meeting with Gatis Groza, Latvian Perm Rep
05/03/2015 EI meeting with assistant to MEP Andrzej Duda (ECR - PL)
23/02/2015 EI briefing to ECON MEPs circulated ahead of the vote
29/01/2015 EI amendments on JURI draft report ciruclated to key MEPs in advance of dealinde form amds followed by calls
21/01/2015 EI met Pavel Svoboda (JURI chair)
03/02/2015 Joint conference on the revision of SRD
09/12/2014 EI accompanied ANSA to meetings with MEPs Ludvigsson & Maštálka
02/12/2014 Ms Haan spoke at the Hearing in EP
14/11/2014 EI Summary of Key Messages (see separate sections below for full positions); see also our Communication Tactics
14/11/2014 Meeting with Jeroen Hooijer (see a note)
6/11/2014 Meeting with Sergio Cofferati (S&D, IT) (see a note)
14/10/2014 Workshop on "Sustainable Investment in Europe “ organized by EurActiv
29/09/2014 Meeting with Olle LUDVIGSSON (SE-S&D)
16-18/06/2014 EI speaking at ICGN conference in Amsterdam
21/05/2014 Meeting with Unit F2 jointly with BusinessEurope
05/05/2014 WGs conf call to discuss lobbying strategy
09/04/2013 Board and Policy Committee members’ dinner with Ugo Bassi
27/03/2014 EI informal position on leaked directive
11/03/2014 Discussion with Ward Mohlmann (Policy Officer unit F2) at the Policy Committee
18/07/2013 Meeting with Jeroen Hooijer (see a note).
· Remuneration / Desk officer: François Gilbert
The proposal aims at creating more transparency on remuneration policy and the actual remuneration awarded to directors and creating a better link between pay and performance of directors by improving shareholder oversight of directors’ remuneration. The proposal does not regulate the level of remuneration and leaves decisions on this to companies and their shareholders. / 21/01/2014 IFA/ecoDa report on the say on pay practices in Europe / Corporate Governance I WG
Chair: Odile de Brosses
20/05/2014 EI position on remuneration
23/05/2013 EI position on ‘Say on Pay’
29/04/2013 A conference call on ‘say on pay’. Click here to see the final EI position. It was circulated to the EC and EP.
· Related Party Transactions / Desk officer: François Gilbert
-approval by shareholders of related party transactions representing more than 5% of the companies’ assets or transactions which can have a significant impact on profits or turnover
-For transactions that represent more than 1% of their assets, listed companies shall publicly announce such transactions at the time of the conclusion of the transaction, and accompany the announcement by a report from an independent third party
-possibility to exclude transactions entered into between the company and members of its group that are fully owned by the listed company
-Possibility for companies to request the advance approval by shareholders for clearly defined types of recurrent transactions above 5% of the assets, and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1% of the assets, under certain conditions. / Text refers to IFRS IAS 24 / 20/05/2014 EI position
· Shareholder Identification / Desk officer: Joanna Sikora-Wittnebel
Directive aims at facilitating the exercise of shareholder rights and engagement between listed companies and shareholders. Therefore, listed companies should have the possibility to have their shareholders identified and directly communicated with them. The Commission tries to provide a framework for effective shareholder identification although we are critical of it.
European Post Trade Group / European Post Trade Expert Group (sub-group on shareholder identification)
ECB Shareholder Transparency Taskforce Report / Securities law, Makerts’ infrastructure WG
Chair: Markus Kaum (DAI), Thiebald Cremers (BNP Paribas)
28/04/2016 Briefing on SH ID circulate to the Council & EP
See also a note on beneficial owners’ register within the framework of the 4th Money Laundering Directive as well as EI actions
28/04/2016 Briefing on SH ID circulate to the Council & EP
19/04/2016 WG Conf Call
4/11/2014 EI Position on Shareholder Identification Communication (see distribution list)
29/10/2014 WG conf call
17/10/2014 WG conf call
04/07/2014 WGs conf call (see a note)
01/07/2014 Meeting with Joanna Sikora-Wittnebel
27/05/2014 EI position
22/05/2014 WGs conf call
06/04/2014 Feature in FT article
14/11/2013 Lunchtime discussion with Jeroen Hooijer (head of Corporate Governance and Social Responsibility Unit) and EU trade Associations
· Shareholder Responsibilities- CGII WG / Desk officer: Zsofia Kerecsen
- Improving engagement of institutional investors and asset managers
- requirement to develop a policy on shareholder engagement,
-disclose to the public their engagement policy, how it has been implemented and the results thereof.
- Where institutional investors or asset managers decide not to develop an engagement policy and/or decide not to disclose the implementation and results thereof, they shall give a clear and reasoned explanation as to why this is the case.
- Requirement to disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and it contributes to the medium to long-term performance of their assets.
- Asset managers will be required to disclose on a half-yearly basis to institutional investors how their investment strategy and implementation thereof is in accordance with the arrangement and how the investment strategy and decisions contributes to medium to long-term performance of the assets of the institutional investor.
-disclose to the institutional investor on a half-yearly basis a number of important elements related to the execution of the arrangement with the institutional investor / ESMA: Investment & Reporting Division
Head of Division: Laurent Degabriel
ICGN Global Governance Principles (Section B directed towards Institutional Investors)
EUMEDION Best Practices for Engaged Share-Ownership
ESMA acting in concert statement
EFAMA stewardship code
Related party transactions – ECGF* statement
Fiduciary duties:
UK Law Commission
US ERISA*
UK Stewardship Code
· Proxy Advisers / Desk officer: Zsofia Kerecsen
- Requirement for proxy advisors to adopt and implement adequate measures to guarantee that their voting recommendations are accurate and reliable, based on a thorough analysis of all the information that is available to them and are not affected by any existing or potential conflict of interest or business relationship.
-Requirement to publicly disclose certain key information related to the preparation of their voting recommendations and, to their clients and the listed companies concerned information on any actual or potential conflict of interest or business relationships that may influence the preparation of the voting recommendations. / ESMA: Investment & Reporting Division
Head of Division: Laurent Degabriel
18/12/2015 ESMA published the report Follow-up on the development of the Best Practice Principles for Providers of Shareholder Voting Research and Analysis
08/06/2015 ESMA Impact & call for evidence of the Best Practice Principles for Providers of Shareholder Voting Research and Analysis (deadline 27 July 2015)
03/2014 BPPG Best Practice Principles for Providers of Shareholder Voting Research & Analysis
31/12/2013 ESMA Consultation responses on ‘Best practice principles for Governance Research Providers’
28/10/2013 The Drafting Committee (proxy advisory industry) published the draft Best Practice Principles for Governance Research Providers.
19/02/2013 ESMA Feedback statement on the consultation regarding the role of the proxy advisory industry
ESMA encouraged the proxy advisory industry to develop its own Code of Conduct and has drafted a set of principles that offer guidance (see more).
High level principles in regulation with deadline for industry to come up with code at EU level, along the lines of the private equity model created by Sir David Walker, which includes independent monitoring and reporting
AMF* regulation in France
SEC*in US
OSC*in Canada / Corporate Governance II WG
Chair: Pierre Marsal
18/05/2016 Jean-Nicolas Caprasse and Gabriel Alsina (ISS Europe) attend EI PC Meeting in Brussels.
07/04/2016 Response from Gary Retelny, CEO of ISS
01/04/2016 EI letter to Gary Retelny, CEO of ISS on the quantitative Pay-for-Performance assessment (P4P)
27/07/2015 EI position on ESMA call for proxy advisers
20/12/2013 See EI reply to the consultation on the draft Best Practice Principles for Governance Research Providers.