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The Shareholder Rights Directive, amended by the Directive (EU) 2017/828, 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 Directive 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.


See also

*
UK company law British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is th ...
*
European company law European company law is the 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 c ...


References


Further reading

*S Grundmann, ''European Company Law'' (Intersentia 2006)


External links

* (Legal Act) *{{CELEX, 32017L0828, text=Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (Legal Act)
EU internal market page on company law


United Kingdom company law European Union directives European Union financial market policy 2007 in European Union law Shareholders