Proposal for a Directive of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement and Directive 2013/34/EU as regards certain elements of the corporate governance statement

Author (Corporate)
Series Title
Series Details (2014) 213 final (09.04.14)
Publication Date 09/04/2014
Content Type

The importance of creating a modern and efficient corporate governance framework for European undertakings, investors and employees that must be adapted to the needs of today’s society and to the changing economic environment was acknowledged by the Commission’s ‘Europe 2020’ Communication that calls for improvement of the business environment in Europe.

The past years have highlighted certain corporate governance shortcomings in European listed companies. These shortcomings relate to different actors: companies’ and their boards, shareholders (institutional investors and asset managers) and proxy advisors. Identified shortcomings related mainly to two problems: insufficient engagement of shareholders and lack of adequate transparency.

Stakeholders were consulted on two Green Papers ("Corporate governance in financial institutions" and "The EU corporate governance framework") in relation to what they considered to be the most important issues to be tackled at European level.

Based on these consultations and further analysis, the Commission's Action Plan: European company law and corporate governance - a modern legal framework for more engaged shareholders and sustainable companies provides the Commission’s roadmap in the area, based on the two objectives of enhancing transparency and engaging shareholders. This Action Plan announces a number of initiatives, amongst others, a potential revision of the Shareholder Rights Directive.

Against this background, the overarching objective of the current proposal to revise the Shareholder Rights Directive is to contribute to the long-term sustainability of EU companies, to create an attractive environment for shareholders and to enhance cross-border voting by improving the efficiency of the equity investment chain in order to contribute to growth, jobs creation and EU competitiveness. It also delivers on the commitment of the renewed strategy on the long-term financing of the European economy: it contributes to a more long-term perspective of shareholders which ensures better operating conditions for listed companies.

Source Link http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=COM:2014:213:FIN
Related Links
EUR-Lex: COM(2014)213: Follow the progress of this proposal through the decision-making procedure http://eur-lex.europa.eu/legal-content/EN/HIS/?uri=COM:2014:213:FIN
EUR-Lex: SWD(2014)126: Executive summary of the impact assessment http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=SWD:2014:126:FIN
EUR-Lex: SWD(2014)127: Impact assessment http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=SWD:2014:127:FIN
EUR-Lex: SWD(2014)128: Implementation plan http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=SWD:2014:128:FIN
ESO: Background information: European Commission proposes to strengthen shareholder engagement and introduce a 'say on pay' for Europe's largest companies http://www.europeansources.info/record/press-release-european-commission-proposes-to-strengthen-shareholder-engagement-and-introduce-a-say-on-pay-for-europes-largest-companies/

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