Defined terms — 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 (Text with EEA relevance)
European Union · 32017L0828 · 11 provisions
6 defined in this instrument, 1 borrowed from other acts.
asset manager — an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU that provides portfolio management services to investors, an AIFM (alternative investment fund manager) as defined in point (b) of Article 4(1) of Directive 2011/61/EU that does not fulfil the conditions for an exemption in accordance with Article 3 of that Directive or a management company as defined in point (b) of Article 2(1) of Directive 2009/65/EC, or an investment company that is authorised in accordance with Directive 2009/65/EC provided that it has not designated a management company authorised under that Directive for its management Article 1 — Amendments to Directive 2007/36/EC
director — (i)
any member of the administrative, management or supervisory bodies of a company;
(ii)
where they are not members of the administrative, management or supervisory bodies of a company, the chief executive officer and, if such function exists in a company, the deputy chief executive officer;
(iii)
where so determined by a Member State, other persons who perform functions similar to those performed under point (i) or (ii) Article 1 — Amendments to Directive 2007/36/EC
information regarding shareholder identity — information allowing the identity of a shareholder to be established, including at least the following information:
(i)
name and contact details (including full address and, where available, email address) of the shareholder, and, where it is a legal person, its registration number, or, if no registration number is available, its unique identifier, such as legal entity identifier;
(ii)
the number of shares held; and
(iii)
only insofar they are requested by the company, one or more of the following details: the categories or classes of the shares held or the date from which the shares have been held.
(3)
The following Chapters are inserted:
1. Member States shall ensure that companies have the right to identify their shareholders. Member States may provide for companies having a registered office on their territory to be only allowed to request the identification of shareholders holding more than a certain percentage of shares or voting rights. Such a percentage shall not exceed 0,5 %.
2. Member States shall ensure that, on the request of the company or of a third party nominated by the company, the intermediaries communicate without delay to the company the information regarding… Article 1 — Amendments to Directive 2007/36/EC
institutional investor — (i)
an undertaking carrying out activities of life assurance within the meaning of points (a), (b) and (c) of Article 2(3) of Directive 2009/138/EC of the European Parliament and of the Council (*6), and of reinsurance as defined in point (7) of Article 13 of that Directive provided that those activities cover life-insurance obligations, and which is not excluded pursuant to that Directive;
(ii)
an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 of the European Parliament and of the Council (*7) in accordance with Article 2 thereof, unless a Member State has chosen not to apply that Directive in whole or in parts to that institution in accordance with Article 5 of that Directive Article 1 — Amendments to Directive 2007/36/EC
intermediary — a person, such as an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU, a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council (*4) and a central securities depository as defined in point (1) of Article 2(1) of Regulation (EU) No 909/2014 of the European Parliament and of the Council (*5), which provides services of safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons Article 1 — Amendments to Directive 2007/36/EC
proxy advisor — a legal person that analyses, on a professional and commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors’ voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights;
(h)
“related party” has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council (*8) Article 1 — Amendments to Directive 2007/36/EC
regulated market — borrowed from another act; this instrument states no meaning of its own Article 1 — Amendments to Directive 2007/36/EC