Revised Shareholders’ Rights Directive – final government bill expected for implementation
The Shareholders’ Rights Directive (EU) 2017/828 of 17 May 2017 (EU Official Journal L-132/1), in accordance with its title, aims at “the encouragement of long-term shareholder engagement”. This objective is to be achieved in particular by enhancing transparency and by enhancing an investors’ influence on processes in the company.
The Directive essentially comprises measures in the following four areas:
- special requirements for the identification of shareholders – enabling direct communication between the company and its shareholders
- increased transparency obligations for institutional investors, asset managers and proxy advisors to enable informed investor decisions
- right to vote at the annual general meeting on the remuneration of members (remuneration policy and remuneration report) of the company management (management board and supervisory board) (say on pay)
- transparency and approval of transactions with related companies or individuals (related party transactions)
The deadline for implementing the directive into national law is 10 June 2019.
In the Austrian ministry of justice, a working group was set up to prepare the implementation, whose final implementation proposal – probably delayed by the EU Council Presidency – is expected at the beginning of the year.
The draft bill of the German Federal Ministry of Justice for Justice and Consumer Protection has already been published in December 2018. This proposal foresees for a delay of four months after the promulgation of the law for the coming into force of the say on pay regulations. Against this background, the applicability of the new regulations for the spring/summer 2019 AGM season is not to be expected in Germany.