Corporate Governance

The International Organization of Securities Commissions (IOSCO) and the European Securities and Markets Authority (ESMA) welcome the Opinion of the European Data Protection Board (EDPB) on their administrative arrangement for the transfer of personal data between European Economic Area (EEA) Financial Supervisory Authorities and non-EEA Financial Supervisory Authorities.

Under the European General Data Protection Regulation (GDPR), personal data can be transferred from a EEA country to a third country when appropriate safeguards are provided.  One of the ways to provide the safeguards is by an administrative arrangement between public authorities. In its Opinion, the EDPB considers that ESMA and IOSCO’s administrative arrangement ensures appropriate safeguards when personal data will be transferred pursuant to the arrangement.

The EDPB Opinion is the first of its kind and will enable the continued exchange of enforcement and supervisory information between securities regulators, including under the IOSCO Multilateral MoU, to promote orderly markets and protect investors, while providing the protection of personal data. 

ESMA and IOSCO members who exchange personal data on a regular basis will now take the necessary steps to enter into the arrangement.

Information on shareholder cooperation and acting in concert under the Takeover Bids Directive

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.

The European Securities and Markets Authority (ESMA) has provided a response to the Article 29 Working Party (WP29) public consultation on its Draft Guidelines on Article 49 of Regulation 2016/679.

The response was approved by ESMA’s Board of Supervisors at its meeting on 22 March 2018 and will also be made public by WP29.

The European Securities and Markets Authority (ESMA) has published the results of a recent study carried out on the investment chain and, in particular, the functioning of shareholder identification and transmission of information between issuers and shareholders. The report presents a general assessment of the level of harmonisation of national regulatory frameworks, across the EEA.

The report has been submitted to the European Commission to provide input into the preparation of the implementing acts to specify minimum requirements on process, format and timeline for shareholder identification and transmission of information under the Shareholder Rights Directive (SRD II).

The report’s findings and recommendations focus on:

  • Shareholder identification: following the introduction by SRD II of an issuer’s right to identify its shareholders, it would be useful if issuers and intermediaries were to follow harmonised processes on key aspects for the identification of shareholders. Harmonisation may be achieved by leveraging on existing regulatory frameworks, as identification processes are relatively common across the EEA;
  • Communication process: it would be useful, for shareholders particularly, to harmonise key aspects of the transmission of information and shareholder communication. Here, SRD II implementing measures could assist if they facilitate a wider use of electronic means and so streamline and reduce the burden of communication duties for issuers and investors; and
  • Communication formats: the report found that some standard information forms and formats are available in almost all jurisdictions, although in various ways and with non-harmonised content. The harmonisation of formats, at least to some extent, would facilitate a wider and more consistent use of electronic tools for communication of information.

Input for the study was gathered from national competent authorities via a questionnaire, and responses were received from 28 regulators.

Next steps

ESMA has submitted the report to the European Commission. The revised Shareholder Rights Directive is expected to be published in the Official Journal in June 2017.