Corporate Governance

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.

 

The European Securities and Markets Authority (ESMA) has today published a feedback statement setting out the digital format which issuers in the European Union (EU) must use to report their company information from 1 January 2020. It concludes that Inline XBRL is the most suitable technology to meet the EU requirement for issuers to report their annual financial reports in a single electronic format because it enables both machine and human readability in one document.

The digital format will allow users such as investors, analysts and auditors to carry out software supported analysis and comparison of large amounts of financial information. Access to annual financial reports for both professional and retail investors is essential for creating robust capital markets across the EU.

Steven Maijoor, ESMA Chair, said

“Financial reports are crucial for a full understanding of a company’s situation and moving to electronic reporting will facilitate analysis, comparability and accessibility of issuers’ financial statements.

"We believe that the vast pool of free, structured financial information that will emerge once electronic reporting starts will trigger technological innovation. The Inline XBRL format has the potential to bring financial reporting into the digital age.”

The main conclusions in ESMA’s statement are:

  • Issuers must prepare their annual financial reports in the human readable XHTML (Extensible Hyper Text Markup Language) format, which can be read by standard browsers without the need for specialised tools;
  • Only where annual financial reports contain IFRS consolidated financial statements must issuers label this information using XBRL (Extensible Business Reporting Language), which is machine-readable. The XBRL data is embedded directly into the XHTML document through the Inline XBRL format. ESMA may extend mandatory labelling of information using XBRL to other parts of the annual financial report or to financial statements prepared under third country GAAP at a later stage; and
  • The IFRS Foundation’s Taxonomy should be used to transfer financial information into structured data for the electronic reporting of IFRS financial statements.

ESMA will focus on developing the detailed technical rules, field test its proposed solution and afterwards submit the technical standard to the European Commission for endorsement around year-end 2017.

The European Securities and Markets Authority (ESMA) has published an updated questions and answers (Q&A) document on the application of the Prospectus Directive.

The Q&A includes one new question and answer on the application of the ESMA guidelines on Alternative Performance Measures to prospectuses. The question clarifies how to apply the guidelines when constituent parts of a prospectus straddle the date on which ESMA’s Alternative Performance Measures Guidelines came into force (3 July 2016).

The purpose of this Q&A is to promote common supervisory approaches and practices in the application of the Prospectus Directive and its implementing measures.

The European Securities and Markets Authority is extending its public consultation on its regulatory technical standards on the European Single Electronic Format (ESEF) to 18 January 2016.

ESMA is currently seeking views on its Consultation Paper and the preliminary cost-benefit analysis (CBA) and has prepared a briefing document highlighting the key proposals on which it seeks stakeholders’ views.

Signatories to Best Practice Principles for Shareholder Voting Research and Analysis

Upon request from the founding signatories of the Best Practice Principles for Shareholder Voting Research and Analysis (the Principles), and in accordance with its mandate to act in matters of corporate governance according to Article 1.3 of Regulation (EU) No 1095/2010, ESMA has agreed to offer signatories to said Principles the option of having the fact that they are signatories published on ESMA’s website.

CORPORATE DISCLOSURE

ESMA's work in the area of corporate disclosure aims at providing investors with adequate information on the companies they invest in, thereby ensuring better investor protection. It covers a number of fields: International Accounting Standards, Prospectus, Transparency, Audit, Takeover Bids and Corporate Governance related to listed companies.