ESMA LIBRARY

The ESMA Library contains all ESMA documents. Please use the search and filter options to find specific documents.
17
DOCUMENTS

REFINE YOUR SEARCH

Sections

Type of document

Your filter
Corporate Governance X
Reset filter
Date Ref. Title Section Type Download Info Summary Related Documents Translated versions
20/10/2017 ESMA31-62-780 Q&A on Prospectus Related Topics , , Q&A PDF
1.21 MB
05/04/2017 ESMA31-54-435 Report on shareholder identification and communication systems , Report PDF
1.09 MB
18/12/2015 2015/1887 Follow-up report on the development of the Best Practice Principles for Providers of Shareholder Voting Research and Analysis , Final Report PDF
645.64 KB
18/12/2015 2015/1871 Proxy advisors take steps towards increased transparency , , Press Release PDF
157.9 KB
08/06/2015 2015/920 Impact of the Best Practice Principles for Providers of Shareholder Voting Research and Analysis , Consultation Paper PDF
337.08 KB
Responding to this Call for Evidence ESMA invites comments on all matters in this paper and in particular on the specific questions presented throughout the paper. Comments are most helpful, if they:a.    respond to the question stated;b.    indicate the specific question to which they relate; andc.    contain a clear rationale.  ESMA will consider all comments received by 27 July 2015. All contributions should be submitted online at www.esma.europa.eu under the heading ‘Your input - Consultations’. Publication of responses All contributions received will be published following the close of the Call for Evidence, unless you request otherwise.  Please clearly and prominently indicate in your submission any part you do not wish to be publically disclosed. A standard confidentiality statement in an email message will not be treated as a request for non-disclosure. A confidential response may be requested from us in accordance with ESMA’s rules on access to documents. We may consult you, if we receive such a request. Any decision we make not to disclose the response is reviewable by ESMA’s Board of Appeal and the European Ombudsman.Data protection Information on data protection can be found at www.esma.europa.eu under the heading Legal Notice.Who should read this Call for Evidence This Call for Evidence will be of relevance to persons and entities participating in the voting chain, particularly proxy advisors, investors, companies listed in Europe, proxy solicitors and consultants.
23/06/2014 2014/677 Information on shareholder cooperation and acting in concert under the Takeover Bids Directive – 1st update , Statement PDF
328.75 KB

The European Securities and Markets Authority (ESMA) has published an update to its statement on practices governed by the Takeover Bid Directive (TBD), focused on shareholder cooperation issues relating to acting in concert and the appointment of board members. The update concerns a change to the Croatian creep-in threshold and secondary threshold in Appendix B. The statement contains a White List of activities that shareholders can cooperate on without the presumption of acting in concert. It also contains information on how shareholders may cooperate in order to secure board member appointments by setting out factors that national authorities may take into account when considering whether shareholders are acting in concert.The statement is in response to a request by the European Commission for clarity on these issues, following its 2012 report on the application of the TBD. It is based on information collected about the TBD’s application and common practices across the European Economic Area (EEA). The statement was prepared by the Takeover Bids Network, a permanent working group, under ESMA’s auspices, that promotes the exchange of information on practices and application of the TBD across EEA.

12/11/2013 2013/1645 ESMA clarifies shareholder cooperation in takeover situations , , Press Release PDF
86.55 KB
ESMA clarifies shareholder cooperation in takeover situations The European Securities and Markets Authority (ESMA) has published a statement on practices governed by the Takeover Bid Directive (TBD), focused on shareholder cooperation issues relating to acting in concert and the appointment of board members. The statement contains a White List of activities that shareholders can cooperate on without the presumption of acting in concert. It also contains information on how shareholders may cooperate in order to secure board member appointments by setting out factors that national authorities may take into account when considering whether shareholders are acting in concert. The statement is in response to a request by the European Commission for clarity on these issues, following its 2012 report on the application of the TBD. It is based on information collected about the TBD’s application and common practices across the European Economic Area (EEA). The statement was prepared by the Takeover Bids Network, a permanent working group, under ESMA’s auspices, that promotes the exchange of information on practices and application of the TBD across EEA. Steven Maijoor, ESMA Chair, said: “Today’s statement means that shareholders can now be confident that they can expect authorities to take a consistent approach across the EEA to their cooperative activities. This consistency should in turn provide the reassurance needed by shareholders for the effective, sustainable engagement that is one of the cornerstones of listed companies’ corporate governance model allowing them to hold their boards to account. “ESMA believes that ensuring a consistent and convergent supervisory approach to this issue will be instrumental in affording equality of treatment to shareholders and investors across the EEA.” National competent authorities will have regard to the White List when determining whether shareholders are persons acting in concert under national takeover rules, but will also take into account all other relevant factors in making their decisions. Shareholder cooperation and acting in concert - The White List When shareholders cooperate to engage in any of the activities listed below, that cooperation will not, in and of itself, lead to a conclusion that the shareholders are acting in concert: 1. entering into discussions with each other about possible matters to be raised with the company’s board; 2. making representations to the company’s board about company policies, practices or particular actions that the company might consider taking; 3. other than in relation to the appointment of board members, exercising shareholders’ statutory rights; 4. other than in relation to a resolution for the appointment of board members and insofar as such a resolution is provided for under national company law, agreeing to vote the same way on a particular resolution put to a general meeting. If shareholders cooperate in an activity not included on the White List, this will also not result in an automatic assumption that they are acting in concert. Each case will be determined on its own particular facts. Cooperation in relation to the appointment of members of the board of a company The White List does not include any activity relating to cooperation on board appointments, due to differences in Member State approaches towards determining whether shareholders who cooperate in relation to board appointments are acting in concert. However, shareholders may wish to cooperate in order to secure board members’ appointment in a company in which they have invested. This cooperation might take the form of: 1. entering into an agreement or arrangement (informal or formal) to exercise their votes in the same way in order to support the appointment of one or more board members; 2. tabling a resolution to remove one or more board members and replace them with one or more new board members; or 3. tabling a resolution to appoint one or more additional board members. The statement therefore indicates which factors may be considered when assessing whether such cooperation is indeed an act of acting in concert. ESMA will keep the public statement under review in order to ensure that it continues to reflect accurately the practices and application of the TBD in the Member States. 2013/1642 Public Statement - Information on shareholder cooperation and acting in concert under the Takeover Bids Directive. 2013/1643 Cover Note to the Public Statement
12/11/2013 2013/1643 Cover Note- Public statement containing information on shareholder cooperation and acting in concert under the Takeover Bids Directive (ESMA/2013/1642) , Reference PDF
145.01 KB
In accordance with its mandate to take appropriate action in the context of takeover bids as per Article 1.3 of Regulation (EU) 1095/2010 (ESMA Regulation), ESMA is releasing a public statement on shareholder cooperation and acting in concert under the Takeover Bids Directive (Directive 2004/25/EC). This statement has been prepared following the review and report by the European Commission on the application of the Takeover Bids Directive and is based on information collected about the practices and application of that Directive. The statement has been prepared in order to help shareholders identify activities in relation to which they can cooperate (insofar as those activities are available to them under national company law), without that cooperation, in and of itself, leading to a conclusion that the shareholders are acting in concert and thus being at risk of having to make a mandatory bid under the Takeover Bids Directive. These activities are presented in the statement in the form of a “White List”. The statement has been prepared by the Takeover Bids Network, a permanent working group operating under the auspices of ESMA that promotes exchange of information on practices and application of the Takeover Bids Directive across the European Economic Area, thereby strengthening a common supervisory culture. The Takeover Bids Network is a specialist group composed of the national competent authorities appointed under the Takeover Bids Directive. The competent authorities represented on the ESMA Board of Supervisors are not in all cases appointed as competent authorities within the Takeover Bids Directive. The authorities not represented on the Board of Supervisors but competent within the area of takeovers are the Austrian Takeover Commission, the Irish Takeover Panel, the Oslo Stock Exchange of Norway, the Takeover Panel of Sweden and the Takeover Panel of the United Kingdom. These five authorities have contributed to the public statement and will have regard to it in the same manner as the other members of the Takeover Bids Network when assessing whether shareholders are acting in concert under their national takeover rules.
12/11/2013 2013/1642 Information on shareholder cooperation and acting in concert under the Takeover Bids Directive , Statement PDF
321.63 KB
The European Securities and Markets Authority (ESMA) has published a statement on practices governed by the Takeover Bid Directive (TBD), focused on shareholder cooperation issues relating to acting in concert and the appointment of board members. The statement contains a White List of activities that shareholders can cooperate on without the presumption of acting in concert. It also contains information on how shareholders may cooperate in order to secure board member appointments by setting out factors that national authorities may take into account when considering whether shareholders are acting in concert. The statement is in response to a request by the European Commission for clarity on these issues, following its 2012 report on the application of the TBD. It is based on information collected about the TBD’s application and common practices across the European Economic Area (EEA). The statement was prepared by the Takeover Bids Network, a permanent working group, under ESMA’s auspices, that promotes the exchange of information on practices and application of the TBD across EEA.
11/03/2013 2013/280 Vacancy notice- Chair of Committee drafting a proxy advising industry Code of Conduct , Reference PDF
102.91 KB
19/02/2013 2013/240 ESMA recommends EU Code of Conduct for proxy advisor industry , , Press Release PDF
140.27 KB
19/02/2013 2013/84 Feedback statement on the consultation regarding the role of the proxy advisory industry , Statement PDF
559.31 KB
27/03/2012 2012/224 ESMA seeks views on proxy advisors , , Press Release PDF
170.89 KB
ESMA published last Thursday a discussion paper (ESMA/2012/212) on proxy advisors active in the European Union, seeking views of stakeholders. The paper aims at giving an overview of the state and structure of the market, advisor’s methodologies, and on possible policy options. Generally, proxy advisors assist (institutional) investors and asset managers in their voting policy and strategy.  Currently, there are no rules in place on a pan-European basis regarding proxy advisors. ESMA will use the feedback received on this paper to publish a feedback statement in Q4 of 2012, which will also include ESMA’s view on whether there is a need for policy action in the area.
22/03/2012 2012/212 Discussion Paper- An Overview of the Proxy Advisory Industry. Considerations on Possible Policy Options , Consultation Paper PDF
524.85 KB
This Discussion Paper focuses on the development of the proxy advisory industry in Europe, which mainly serves institutional investors such as asset managers, mutual funds and pension funds. Following its fact-finding work in 2011, ESMA recognises the proxy advisory industry within Europe is, or is expected to be, growing in prominence and investors are, or are expected to be, increasingly using proxy advisor services. In this paper ESMA identifies several key issues related to the proxy advisory market which may have an impact on the proper functioning of the voting process. The range of policy options that ESMA will consider, and on which it seeks further input from market participants, consists of four broad areas, including: 1.    No EU-level action at this stage 2.    Encouraging Member States and/or industry to develop standards 3.    Quasi-binding EU-level regulatory instruments 4.    Binding EU-level legislative instruments ESMA will consider these options based on the feedback it receives from market participants, and, if appropriate, will undertake further policy action, either directly or by providing an opinion to the European Commission. The reason to bring up some policy options is due to the fact that proxy advisors are currently not regulated at a pan-European level. Nevertheless, there are relevant European rules that apply to investors (e.g. for UCITS management companies when exercising voting rights). In addition, there are also well-recognised corporate governance standards that apply to issuers at a national level (based on the “comply or explain approach”) and some complements to improve standards of stewardship among investors. All feedback received from this Discussion Paper will be duly considered. ESMA expects to publish a feedback statement in Q4 of 2012 which will summarise the responses received and will state ESMA’s view on whether there is a need for policy action in this area.
25/11/2011 2011/397 Public statement on sovereign debt in IFRS financial statements , , , Statement PDF
189.46 KB
22/11/2011 2011/219 ESMA comment letter on the EU Commission Green Paper- The EU Corporate Governance Framework , Letter PDF
496.17 KB
14/09/2011 2011/288 Call for evidence- Empty voting , , Consultation Paper PDF
81.13 KB