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Date Ref. Title Section Type Download Info Summary Related Documents Translated versions
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.
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
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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 2013/1645 ESMA clarifies shareholder cooperation in takeover situations , , Press Release PDF
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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
25/11/2013 2013/1709 Review Panel Methodology Reference PDF
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19/02/2013 2013/240 ESMA recommends EU Code of Conduct for proxy advisor industry , , Press Release PDF
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11/03/2013 2013/280 Vacancy notice- Chair of Committee drafting a proxy advising industry Code of Conduct , Reference PDF
102.91 KB
01/07/2013 2013/805 Supervisory Practices under MAD- Peer review report and Good Practices , Final Report PDF
1.17 MB
ESMA's peer review of the supervisory practices EEA national competent authorities (NCAs) covers how national authorities enforce the requirements of the Market Abuse Directive (MAD).  The Directive deals with the prevention of the dissemination of misleading information, the breach of reporting obligations and market abuse.
01/07/2013 2013/806 Supervisory Practices under MAD- Mapping Report , Final Report PDF
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ESMA's Mapping Report on Supervisory Practices under MAD sets out the situation in each Member State as regards their implementation of the various requirements of the Market Abuse Directive.
19/02/2013 2013/84 Feedback statement on the consultation regarding the role of the proxy advisory industry , Statement PDF
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01/07/2013 2013/852 ESMA review finds good compliance with EU market abuse rules , , Press Release PDF
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The European Securities and Markets Authority (ESMA) has published a peer review of the supervisory practices EEA national competent authorities (NCAs) apply in enforcing the requirements of the Market Abuse Directive (MAD).  The Directive deals with the prevention of the dissemination of misleading information, the breach of reporting obligations and market abuse.  
29/10/2014 2014/1278 Report on the equivalence of the Indian Accounting Standards , Final Report PDF
1.7 MB

This report fulfils the mandate received by the European Securities and Markets Authority (ESMA) from the European Commission (EC) in February 2014 to provide it with an update on the level of convergence of the Indian Accounting Standards (Ind-AS)1 towards International Financial Reporting Standards (IFRS) and the quality of application and enforcement of the Ind-AS, so that the EC can provide a progress report to the Council and the European Parliament (EP) in line with its obligations under Commission Regulation (EC) 1569/2007.

07/11/2014 2014/1344 ESMA Response to public consultation on the IAS Regulation , Reference PDF
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ESMA response to the European Commission consultation on the IAS Regulation

11/12/2014 2014/1478 ESMA reviews supervisory practices on MiFID investor information , Press Release PDF
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The European Securities and Markets Authority (ESMA) has conducted a peer review of how national regulators (national competent authorities or NCAs) supervise MiFID conduct of business rules on providing fair, clear and not misleading information to clients. The peer review focused on NCAs’ organisation, supervisory approaches, monitoring and complaints handling in relation to information and marketing communications under MiFID. The Report found that there was overall a high degree of compliance amongst NCAs with the good practices identified in these key areas. However, a variety of approaches were observed, leading to different intensity of supervision. A number of areas for improvement were identified. They include: enhanced use of on-site inspections and thematic reviews; a specific focus on conduct of business issues in firms’ risk assessments; and greater efforts to detect failings by firms in a timely manner. The review was conducted on the basis of information provided by NCAs in a self-assessment questionnaire and complemented by on-site visits to the NCAs of Cyprus, the Czech Republic, Germany, Italy, Portugal, and the United Kingdom. Steven Maijoor, ESMA Chair, said: “Providing fair, clear and not misleading information to clients is essential for investor protection and should be applied consistently throughout the EU. This review is a major step forward in ensuring that progress is being made towards convergence in this area by national regulators. “The report provides a thorough insight and analysis of national supervisory practices, facilitated by ESMA’s first on-site visits, and includes a number of recommendations which I urge national regulators to consider when reviewing their practices in this area”. Key Findings The review’s key findings covered the following areas: Ex-ante and ex-post supervision – supervisory systems are divided between ex-ante and ex-post reviews of marketing material. Within the ex-post approach there is also divergence in terms of the timeliness with which NCAs review the material following its dissemination and consider complaints made by clients of firms; Direct and indirect supervision – while some NCAs directly supervise firms’ compliance with their obligations relating to the provision of information and marketing material to clients, others rely on annual checks performed by external auditors. The latter approach may make it difficult to detect failings by firms in a timely manner due to the successive sampling process employed by auditors and then the NCA?s concerned; Complaints and Sanctions – a low level of complaints and equally low level of sanctions are reported by NCAs in the area of information and marketing to clients; and Definition of information and marketing communication - There is no precise definition of the term marketing communication in EU law: this would need to be further defined in order to build effective convergence of supervisory practices. Recommendations for future work The Report identifies a number of areas for future work by NCAs and ESMA which could promote a more coherent cross-EU application of the requirements. These include: establishing more robust structures and efficient coordination and cooperation arrangements between different supervisory units within NCAs; defining a clear set of information and marketing material to be supervised; assessing the frequency of NCAs’ monitoring of investor information and marketing; assessing the adequacy of monitoring the distribution channels used by firms including in the cross border provision of services; requiring investment firms to submit to their NCAs details of all information and marketing material to be provided including material used for cross-border business; considering the use of integrated databases to assist in supervision of information and marketing to clients; assessing the frequency and consistency of the use of sanctions by NCAs; and assessing the implementation and effectiveness of the guidelines for complaints-handling for the securities (ESMA) and banking (EBA) sectors. In addition, ESMA should continue its efforts, including the use of Opinions, in promoting the development of a level-playing field regarding the provision of information in an understandable format to clients and the quality of service to clients.
11/12/2014 2014/1485 MiFID – Conduct of Business, fair, clear and not misleading information Final Report PDF
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The European Securities and Markets Authority (ESMA) has conducted a peer review of how national regulators (national competent authorities or NCAs) supervise MiFID conduct of business rules on providing fair, clear and not misleading information to clients. The peer review focused on NCAs’ organisation, supervisory approaches, monitoring and complaints handling in relation to information and marketing communications under MiFID. The Report found that there was overall a high degree of compliance amongst NCAs with the good practices identified in these key areas. However, a variety of approaches were observed, leading to different intensity of supervision. A number of areas for improvement were identified. They include: • enhanced use of on-site inspections and thematic reviews; • a specific focus on conduct of business issues in firms’ risk assessments; and • greater efforts to detect failings by firms in a timely manner. The review was conducted on the basis of information provided by NCAs in a self-assessment questionnaire and complemented by on-site visits to the NCAs of Cyprus, the Czech Republic, Germany, Italy, Portugal, and the United Kingdom.
02/12/2014 2014/BOA/05 Decision by the ESA BoA concerning Investor Protection Europe sprl , Decision PDF
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The Joint Board of Appeal of the ESAs decides on the inadmissibility of an appeal brought by IPE sprl, a company based in Brussels, against a decision by ESMAThe Joint Board of Appeal of the European Supervisory Authorities published today its decision in an appeal brought by Investor Protection Europe (IPE) sprl, a company based in Brussels, against a decision of the European Securities and Markets Authority (ESMA) of 10 June 2014 not to initiate an investigation under Article 17 of the ESMA Regulation regarding an alleged breach of Union law by the Commission de Surveillance du Secteur Financier of Luxembourg.  The Board of Appeal unanimously decided that the appeal was inadmissible, and in the light of that decision, did not consider the substance of IPE’s complaint.
17/07/2014 2014/C1/02 Board of Appeal Decision , Decision PDF
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The Joint Board of Appeal of the European Supervisory Authorities (the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority) published its decision in an appeal brought by SV Capital OÜ, an Estonian company, against a decision of the EBA. This was the second appeal to be considered by the Board of Appeal in this matter between the same parties concerning the question whether the suitability of the managers of a significant branch of a bank raised a question of Union law. Following the Board of Appeal’s affirmative decision of 24 June 2013, the appellant requested the EBA to initiate an investigation against the Estonian and Finnish Financial Supervision Authorities because their alleged failure to take action in respect of individuals in the Estonian branch of Nordea Bank Finland PLC whom it was alleged were not fit and proper persons to be key function holders in the bank. The EBA decided that it would not initiate an investigation.  The Board of Appeal decided that the EBA had been right to raise the matter with the national supervisors, but that having done so, it was entitled to take no further action in the light of their responses. The Board accordingly dismissed the appellant’s appeal against the EBA’s decision.
20/11/2015 2015-1738 ESMA letter to IFRSF- Trustees' review of the structure and effectiveness of the IFRSF Letter PDF
281.58 KB
08/10/2015 2015/1516 ESMA CL to the IASB ED Amedments to IAS 19 and IFRIC 14 Letter PDF
250.89 KB
08/10/2015 2015/1517 ESMA CL to EFRAG re IASB ED Amedments to IAS 19 and IFRIC 14 Letter PDF
251.7 KB
08/10/2015 2015/1518 ESMA CL to the IASB ED Clarifications to IFRS 15 Letter PDF
270.22 KB