| Issue |
Date |
Contact |
|
|
| Green paper on Corporate Governance |
01/09/2010 |
COM - DG MARKT |
Position
Summary:
EuropeanIssuers’ Comments dated 1 Sep. 2010 on the Green Paper on Corporate Governance in Financial Institutions of June 2010.
EuropeanIssuers welcomes the consultation paper and states that: - policymakers should leave room for market - and practice - driven solutions in addition to current regulation
- the EU should refrain from establishing new legislation regarding the composition of the board of directors at EU level
- the shareholder oversight of boards under the comply or explain regime is realistic but it is reliant upon shareholders receiving the right information in good time
- institutional investors should be required to have a clear policy on voting and disclosure of voting activity towards their clients
- an increased transparency of proxy advisory services may help enhance the integrity of the voting system
- the remuneration issues should remain within the domain of soft law
Position paper:
 Corporate_Governance_Financial_Institutions_EuropeanIssuers_final_100901.pdf
|
|
|
| Transparency Directive Review |
30/08/2010 |
COM - DG MARKT |
Position
Summary:
EuropeanIssuers’ Comments dated 30 Aug. 2010 to the Commission’s Consultation Paper on the Review of the Transparency Directive of May 2010.
EuropeanIssuers welcomes the review and states that: - there should be a distinction made between securities law, IFRS and company law concerning the annual report
- a more holistic review of the burdens on small and mid-caps is needed
- both issuers and investors should have the choice between different markets with differing regulatory intensity
- the disclosure of holdings of cash-settled derivatives can be beneficial to the market
- better disclosure of stock lending and hedging techniques would be helpful in preventing empty voting practices
- investors should disclose their actual voting policies
- is in favour of more uniform EU rules regarding the notification of major holdings of voting rights but not regarding issuers’ disclosures
- an EU requirement for shareholder identification would ensure greater transparency
Position paper:
Transparency_EuropeanIssuers_final_20100830.pdf
|
|
|
| Commission's Consultation on the Revision of MAD |
27/07/2010 |
COM - DG MARKT |
Position
Summary:
EuropeanIssuers’ Response of 27 July to the Revision of the Market Abuse Directive (MAD) dated 25 June 2010. EuropeanIssuers welcomes the revision and proposes the following improvements: - the MAD regime should be simplified for all companies in the EU before extending it to MTFs - the obligation of keeping insider lists should be deleted - information sharing between authorities should be useful - there should be harmonisation of the activity of liquidity providers across the EU - the threshold for the notification of transaction by managers should be higher and restart from zero everytime it is reached - it would be helpful to extend the MAD provisions to secondary markets for emissions trading - there should be a definition of market operator
Position paper:
MAD_EuropeanIssuers_final_version_100727.pdf
|
|
|
| Commission’s Public Consultation on Short Selling |
12/07/2010 |
COM - DG MARKT |
Position
Summary:
EuropeanIssuers' Response of 9 July to the Commission's Consultation on Short Selling dated 14 June EuropeanIssuers is in favour of European legislation on short selling and stresses that: - legislation on short selling should also serve as a means to assist issuers to understand investors’ views of their company’s performance
- the scope of disclosure should be based on the two-tier model, covering all shares admitted in an EEA regulated market and also positions obtained through the use of derivatives
- disclosure of EU shares should be made to the regulator at a lower level and to the market at a higher level.
- There is support for strengthening the buy-in procedures applying to shares and bonds and requiring compulsory borrowing agreements for short-sales
- there should be a common understanding of market making across the EU
- an internationally consistent approach whereby ESMA or the national regulators co-operate with international regulators would be desirable
- ESMA should seek to ensure the consistency of measures taken across the EU
Position paper:
EuropeanIssuers_response_short_selling_20100709.pdf
|
|
|
| Commission’s Consultation on OTC Derivatives |
12/07/2010 |
COM - DG MARKT |
Position
Summary:
EuropeanIssuers' Response of 9 July on the Commission's Consultation on OTC Derivatives of 14 June EuropeanIssuers has the following concerns: - Non-financial companies use the OTC derivative markets to manage risks. The current proposals for a clearing obligation or a requirement to post collateral do not take this sufficiently into account.
- EU non-financial companies should not be placed at a disadvantage to their competitors elsewhere. Thus a requirement for EU companies to tie up large amounts of cash which did not apply to similar companies elsewhere would be extremely unhelpful.
- Non-financial companies do not themselves constitute a systemic risk to the financial markets in the way that financial institutions may. They should not therefore be subject to the same regulatory requirements.
Position paper:
OTC_derivatives_response_20100709.pdf
|
|
|
| Securities Law Directive |
23/06/2010 |
Council and COM |
Position
Summary:
EuropeanIssuers' Comments dated 23 June 2010 on a Securities Law Directive. The main concerns we have with the undertaken Securities Law Directive (SLD) are as follows: • It potentially undermines existing rights under Corporate law • It elevates the role of intermediaries above that of investors • It should focus on the core duties for account providers, not only on core rights to be conferred upon the account holders • It should preserve the integrity of the issue, to ensure that only those holding securities have the right to exercise them • It should facilitate the exercise of a wider range of rights flowing from the securities, without creating confusion as to who has the right to vote on company resolutions • It represents a missed opportunity to deal with one of the main challenges for companies in cross-border securities holding systems, namely shareholder identification • It would make conflict of law rules more confusing
Position paper:
SLD_issuers_final_20100623.pdf
|
|
|
| Institutional Investors - Stewardship Code |
15/04/2010 |
FRC - UK |
Position
Summary:
EuropeanIssuers Comments dated 14 Apr. 2010 on the Consultation on a Stewardship Code for Institutional Investors of Jan. 2010. EuropeanIssuers welcomes the UK Stewardship Code and states that: - A EU legal framework for shareholder identification should be put in place to enable issuers to communicate directly with their shareholders - For institutional investors to be able to comply with the recommendations of the code they need to be practically enabled to vote: the Market Standards on General Meetings should make this possible - Issuers and investors should discuss and agree possible measures to encourage long-term investment.
Position paper:
Stewardship_Code_EuropeanIssuers_final_position_20100415.pdf
|
|
|
| Securities Law Directive |
15/04/2010 |
European Commission, DG Markt, Member States |
Position
Summary:
EuropeanIssuers’ Comments dated 8 April on the Discussion Paper for a future Directive to bring legal certainty for securities holding and dispositions (SLD). We want the SLD to address shareholder transparency by establishing duties for intermediaries to respond to requests for identification from an issuer and to enable the effective application of the Market Standards for General Meetings. We do not want the Directive to undermine rights in national company law which enable companies to identify their shareholders.
Position paper:
COM_Leg_Cert_Sec_Hold_Disp_Disc_Paper_01022010_-_EuropeanIssuers_position_final_20100408.pdf
|
|
|
| Enlargement of Scope of Shareholding Notifications |
15/04/2010 |
CESR |
Position
Summary:
EuropeanIssuers’ Comments dated 14 Apr. 2010 on CESR’s Consultation Paper: Proposal to Extend Major Shareholding Notifications to Instruments of Similar Economic Effect to Holding Shares and Entitlements to Acquire Shares of Jan. 2010.
EuropeanIssuers welcomes CESR’s proposal, stressing that:
- Major shareholding notifications should be extended
- Practices such as securities lending and repurchase agreements should fall under the obligation to notify
- Instruments that may be used to acquire voting rights, de facto control over or influence on the exercise of voting rights should be aggregated to shares and entitlements to shares for the calculation of the notification threshold
- The benefits of improved transparency outweigh additional compliance costs.
Position paper:
Extension_of_Major_shareholding_Notifications_EuropeanIssuers_final_100415.pdf
|
|
|
| COM Proposal for a Directive on AIFM |
14/04/2010 |
Council and EP |
Position
Summary:
EuropeanIssuers’ Comments dated 14 Apr. 2010 on the European Parliament’s Legal Affairs Committee’s Amendments to the European Commission’s Proposal on Alternative Investment Fund Managers of Apr. 2009. EuropeanIssuers is asking MEPs to exempt listed holding companies in general from the scope of the future Directive. These holdings own strategic stakes in undertakings with a view to long-term holding. They do not pose a systemic risk per se and are already subject to national and stock exchange regulation ensuring investor protection.
Position paper:
EuropeanIssuers_Comments_on_Amendments_to_AIFM_JURI_20100414.pdf
|
|
|
