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Date Ref. Title Section Type Download Info Summary Related Documents Translated versions
12/10/2011 2011/339 Press release- ESMA Stakeholder Group elects Guillaume Prache as chair, Judith Hardt and Peter de Proft as vice-chairs Press Releases, Securities and Markets Stakeholder Group Press Release PDF
29.29 KB
27/03/2012 2012/224 ESMA seeks views on proxy advisors Press Releases, Corporate Governance, Corporate Disclosure 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.
19/02/2013 2013/240 ESMA recommends EU Code of Conduct for proxy advisor industry Press Releases, Corporate Governance, Corporate Disclosure Press Release PDF
140.27 KB
12/11/2013 2013/1645 ESMA clarifies shareholder cooperation in takeover situations Corporate Disclosure, Corporate Governance, Press Releases 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
12/12/2013 2013/1909 ESMA appoints new Securities Markets Stakeholders Group members Press Releases, Securities and Markets Stakeholder Group Press Release PDF
108.69 KB		 ESMA appoints new Securities Markets Stakeholders Group members The European Securities and Markets Authority (ESMA) has announced the composition of its Securities Markets Stakeholder Group (SMSG) following its approval by ESMA’s Board of Supervisors. These individuals will begin a term of 2½ years on 1 January 2014 and will replace the group whose mandate expires on 31 December 2013. The new SMSG will be composed of 30 individuals drawn from across 17 Member States and representing ESMA’s key stakeholder constituencies – consumer representatives (4), users of financial services (5), financial market participants (10), financial institution employees (2), small and medium sized enterprises (1) and academics (8). A number of the incoming members have previously served in the first SMSG. The SMSG was set up to facilitate consultation with key financial market stakeholders on all aspects of ESMA’s work. The SMSG provides ESMA with opinions and advice on policy workstreams and must be consulted on technical standards and guidelines and recommendations. In addition, the Stakeholder Group is expected to notify ESMA of any inconsistent application of European Union law as well as inconsistent supervisory practices in the Member States. Steven Maijoor, ESMA Chair, said: “The SMSG makes an important contribution to ESMA’s policy development, providing us with timely and valuable input on how our regulatory activities may potentially affect the different users of financial markets. “We have enjoyed a very good working relationship with the outgoing members of the SMSG who, as well as contributing their views and experience to our policymaking discussions, have been pioneers in developing the role of their group as part of the new European System of Financial Supervision. I look forward to working with the SMSG’s new members on a host of challenging issues.” The SMSG meets at least four times a year, and in addition meets twice with ESMA’s Board of Supervisors. Their advice and opinions are published on ESMA’s website.
25/02/2014 2014/225 ESMA Stakeholder Group elects Chair and Vice-Chairs Press Releases, Securities and Markets Stakeholder Group Press Release PDF
69.4 KB		 ESMA Stakeholder Group elects Chair and Vice-Chairs The Securities and Markets Stakeholder Group (SMSG) of the European Securities and Markets Authority (ESMA) has elected Jesper Lau Hansen as its new Chair, and Judith Hardt and Peter De Proft, as its Vice-Chairs. The election took place at the first meeting of its new membership on 29 January 2014, following their appointment by ESMA’s Board of Supervisors in November 2013. The new Chair, Dr. Jesper Lau Hansen, is currently Professor of Company Law and Financial Markets Law at Copenhagen University and represents the academic constituency. The two Vice-Chairs, Judith Hardt, Director General, Federation of European Stock Exchanges (FESE), and Peter De Proft, Director General, European Fund and Asset Management Association (EFAMA), represent financial market participants. Dr. Jesper Lau Hansen, SMSG Chair, said: “I look forward to chairing the SMSG and, together with the Vice-Chairs, representing all securities markets stakeholders by ensuring that those who are directly affected by ESMA’s regulations have their voice heard in their preparation.” Mr. Peter De Proft, SMSG Vice-Chair said: “I am honoured to be appointed Vice Chair of this group for a second term, together with my colleague and Vice Chair, Judith Hardt and looking forward to working as a team with the Chair. “Our mandate is straightforward, but crucial. We must continue to ensure ongoing engagement with industry stakeholders. We are there to provide timely and insightful advice for ESMA and to support them in their mission of protecting investors while promoting stable and well-functioning financial markets in the European Union”. Ms. Judith Hardt, SMSG Vice-Chair said: “The securities markets stakeholder group has a strategic role to play in advising ESMA on the implementation of level 1 measures. Our priority is to help the group formulate timely and useful advice for ESMA at a critical time. I look forward to working together with the Chair and my colleague Peter De Proft.” The SMSG Chair and Vice-Chairs will serve for a period of 2½ years to coincide with the Group’s mandate.
03/12/2015 2015/1835 ESMA seeks candidates for its stakeholder representative group Securities and Markets Stakeholder Group, Press Releases Press Release PDF
88.54 KB
18/12/2015 2015/1871 Proxy advisors take steps towards increased transparency Corporate Finance, Corporate Governance, Press Releases Press Release PDF
157.9 KB
01/07/2016 2016/1066 ESMA appoints new Securities and Markets Stakeholder Group Press Releases, Securities and Markets Stakeholder Group Press Release PDF
156.76 KB

The European Securities and Markets Authority (ESMA) has published the new list of members of its Securities and Markets Stakeholder Group (SMSG) following its approval by its Board of Supervisors. The selected individuals begin a 2½ year term on 1 July 2016 and will replace the group whose mandate expired on 30 June 2016.

The new SMSG will be composed of 30 individuals drawn from across 13 Member States and representing ESMA’s key stakeholder constituencies – financial market participants (10), employee representatives (2), consumer representatives (6), users of financial services (3), small and medium sized enterprises (2) and academics (7). The new SMSG will feature 27 new members. A number of the incoming members have served in the previous SMSG.

The SMSG was established according to ESMA’s founding regulation and facilitates consultation between ESMA and its key financial market stakeholders on its work. The SMSG provides ESMA with opinions and advice on its policy work and must be consulted on technical standards and guidelines and recommendations. Additionally, it can inform ESMA of any inconsistent application of European Union law as well as inconsistent supervisory practices in Member States.

21/12/2016 2016/1682 2016-1682 Press Release on Feedback Statement on ESEF Corporate Disclosure, European Single Electronic Format, Press Releases, Transparency Press Release PDF
225.03 KB
26/09/2017 ESMA71-99-599 EBA and ESMA provide guidance to assess the suitability of management body members and key function holders Guidelines and Technical standards, Joint Committee, MiFID - Investor Protection, Press Releases Press Release PDF
243.97 KB

The European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA) have published their joint Guidelines to assess the suitability of members of management bodies and key function holders.
18/12/2017 ESMA 71-99-670 New rules make EU issuers’ annual financial reports machine-readable European Single Electronic Format Press Release PDF
218.36 KB
05/07/2018 ESMA71-99-999 SMSG Renewal July 2018 Press Release Press Releases, Securities and Markets Stakeholder Group Press Release PDF
146.18 KB
31/10/2018 ESMA22-106-1296 SMSG Opinion on EC request to ESAs on cost and performance of retail investment, insurance and pension products Securities and Markets Stakeholder Group Opinion PDF
152.91 KB
04/12/2018 ESMA71-99-1069 ESMA appoints a new Securities and Markets Stakeholder Group Securities and Markets Stakeholder Group Press Release PDF
162.11 KB
15/02/2019 ESMA71-99-1115 ESMA IOSCO Statement on EDPB Opinion Corporate Governance, International cooperation Press Release PDF
83.19 KB
28/10/2019 ESMA22-106-1990 SMSG Opinion on ESMA's Report on performance and cost of retail investment products Securities and Markets Stakeholder Group Opinion PDF
148.41 KB
16/12/2019 ESMA71-99-1266 Press release on joint GLs on cooperation and information exchange Guidelines and Technical standards, Joint Committee, Press Releases Press Release PDF
206.03 KB
14/02/2020 ESMA71-99-1282 ESMA seeks candidates for its stakeholder group Press Releases, Securities and Markets Stakeholder Group Press Release PDF
92.77 KB
16/06/2020 ESMA71-99-1349 ESMA Press Release SMSG 2020 Board of Supervisors, Press Releases, Securities and Markets Stakeholder Group Press Release PDF
102.88 KB

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