The Shareholder Rights Directive''
2007/36/EC amended by th
Directive 2017/828/EU establishes requirements in relation to the exercise of certain shareholder rights attached to
EU-listed companies. It also establishes specific requirements in order to encourage shareholder engagement, in particular in the long term.
The Shareholder Rights Directive 2007 replaced the First Company Law Directiv
68/151/EEC It set out minimum requirements relating to the holding of meetings in the EU. The directive was amended and largely extended by Directive 2017/828/EU of 17 May 2017, also known as SRD II, as regards the encouragement of long-term shareholder engagement.
Contents
The directive's structure is as follows:
*Chapter Ia. Identification of shareholders, transmission of information, facilitation of exercise of shareholders' rights
*Chapter Ib. Transparency of institutional investors, asset managers and proxy advisors
*Chapter II on General meetings of shareholders including the remuneration of directors and related party transactions:
**art 5, shareholders should be given 21 days' notice of meetings, votes by electronic means should be facilitated
**art 6, that a threshold no higher than 5% of shareholders must be able to table resolutions at meetings
**art 9, to ask questions
**art 10, to vote by proxy
**art 14, voting results publishable on website
Under SRD II, companies must develop and publish a policy stating how voting rights operate and how shareholders are engaged in the running of the company. The principle known as "
comply or explain" operates, i.e. companies are not obliged to adhere to this requirement but if they choose not to do so they must explain why.
[WM Group]
“Comply or explain“ under SRD II
accessed 19 December 2022
See also
*
UK company law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary lega ...
*
European company law
European company law is a part of European Union law, which concerns the formation, operation and insolvency of companies (or corporations) in the European Union. The EU creates minimum standards for companies throughout the EU, and has its own co ...
References
{{Reflist
Further reading
*S Grundmann, ''European Company Law'' (Intersentia 2006)
External links
Directive 2007/36/EC as to the exercise of certain rights of shareholder in listed companies (the original directive)Directive 2017/828/EU amending directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
United Kingdom company law
European Union directives
2007 in law
2007 in the European Union
Shareholders