Corporate Information

The European Securities and Markets Authority (ESMA) has published a Practical Guide to national rules across the European Economic Area (EEA) on major holdings notifications under the Transparency Directive to help market participants navigate the different requirements.

The Transparency Directive requires investors to notify issuers when they acquire or dispose of shares admitted to trading on regulated markets, resulting in their total voting rights crossing certain set thresholds. As a minimum harmonisation directive, the Transparency Directive allows EEA countries some discretion as to how they transpose the rules into national law. Therefore, ESMA has prepared this Practical Guide, in close cooperation with national regulators, to help market participants identify their notification obligations under national law in accordance with the Transparency Directive.

The first part of the Practical Guide contains a fact sheet for each EEA country (with the exception of Lichtenstein) setting out the national requirements in relation to notification of major holdings along with links to the relevant websites. The second part presents information on rules and practices in a series of tables, enabling market participants to compare rules across different jurisdictions.

ESMA has created the Practical Guide based on information provided by national regulators and market participants should address any queries regarding specific content directly to the relevant regulator of the country concerned.

ESMA will update the Practical Guide on an ad hoc basis, based on changes to national rules and practices.

The European Securities and Markets Authority (ESMA) has published a new Questions and Answers (Q&A) document, comprising six questions, on the implementation of its Guidelines on the Alternative Performance Measures for listed issuers.

An alternative performance measure is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. The guidelines apply to alternative performance measures disclosed by issuers or persons responsible for drawing up a prospectus (read ESMA’s one page summary).

The purpose of this Q&A is to promote common supervisory approaches and practices in the implementation of these guidelines.

As an open and transparent EU Authority, and in order to successfully achieve its mission, ESMA welcomes and encourages you to make your views and opinions known.

We are committed to consulting with stakeholders to ensure that ESMA produces well informed decisions and proposals which take into consideration their interests.  All stakeholders have knowledge, experience and views which can contribute to ESMA’s work, and we aim to draw on this resource.

Stakeholders also proactively engage with ESMA seeking its involvement in one to one meetings, contributions to seminars, conferences appearances and assistance with questions on the application of policy and rules. In order to facilitate this aspect of our dialogue with stakeholders, a number of tools have been put in place, detailed below:

Providing your input

  • Consultations and open hearings: ESMA consults on all technical standards, technical advice and guidelines, and may consult on other pieces of work when necessary.  All interested parties are welcome to respond to these consultations or attend open hearings at our premises.  The dates are announced on the ESMA website and publicised via social media;
  • ESMA runs a number of consultative groups made up of market participants who provide advice at early stages of the development of proposals or decisions. A general Securities and Markets Stakeholder Group advising the Board of Supervisors is complemented by area specific Consultative Working Groups advising the standing committees. In addition, ESMA will organise round tables with market participants when needed;

Contacting ESMA

  • ESMA has a general email address: info@esma.europa.eu, where queries regarding ESMA’s work can be sent;
  • In case of complaints about a supervised entity, a competent authority or to report an infringement, ESMA makes available a number of contacts;
  • ESMA publishes information and contact details of particular relevance to retail investors in the Investors corner

See who ESMA is meeting

  • The Chair and Executive Director publish their calendars, listing all external meetings and speaking engagements;
  • ESMA meets regularly with market participants and their representatives, and makes available, on a quarterly basis, the list and topics of all meetings;

Staying up to date

  • To ensure that interested parties are informed about key publications, the ESMA website provides a subscription service.  We also make available an RSS feed, and can be followed on Twitter or LinkedIn;
  • ESMA also publishes a monthly forward looking calendar with details of speaking appearances by ESMA staff, events and publications;

Speaking appearances

  • ESMA staff regularly speak at events organised in Europe and beyond. To submit a request for an ESMA speaker, please use the form available on our website.

 

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 (ESMA) has published its annual Public Statement on European Common Enforcement Priorities (the Statement) which identifies enforcement priorities for listed companies’ 2016 financial statements and highlights the need for transparency in disclosing the potential impact of Brexit on issuers’ financial statements.

The Statement, directed at listed companies and their auditors, sets out the areas ESMA and national enforcers will focus on in particular when they examine listed companies’ 2016 financial statements in order to promote a consistent application of International Financial Reporting Standards (IFRS Standards) across the EU.  

Both recurring issues and the current economic climate, where it may pose challenges to issuers, are included in the Statement. The common priorities for 2016 financial statements encompass:  

  • Presentation of financial performance: ESMA again stresses the importance of providing investors with clear and high quality information on financial performance. ESMA urges issuers to ensure transparency and consistency when presenting their performance in the primary financial statements, notes and in the documents accompanying financial statements. 
  • Financial instruments: distinction between equity instruments and financial liabilities: ESMA notes there are cases where the distinction between equity and liability requires significant judgement and reminds issuers that the general principle for distinguishing liabilities from equity issued by an entity is whether the entity has an unconditional right to avoid delivering cash or another financial asset to settle the contractual obligation. 
  • Disclosures of the impact of the new standards on IFRS financial statements: ESMA highlights that some aspects of the new IFRS standards, which come into force at the start of 2018 and 2019, represent a significant change to current standards. They concern Financial Instruments (IFRS 9) Revenue from Contracts with Customers (IFRS 15) and Leases (IFRS 16). These new standards may affect the recognition, measurement and presentation of assets, liabilities, income, expenses and cash flows. Consequently, issuers should start preparing for these new standards now.

In addition, taking into consideration the relevance of Brexit for some issuers in Europe, ESMA urges issuers potentially affected by the result of the UK’s referendum to leave the EU to assess and disclose the associated risks and expected impacts it may have on their business activities. ESMA expects that more information about the impact will become available as the date of Brexit approaches. 

Next steps

ESMA and European national enforcers will monitor and supervise the application of the IFRS requirements outlined in the Statement, with national authorities incorporating them into their reviews and taking corrective actions where appropriate. ESMA will collect data on how European listed entities have applied the priorities and ESMA will report on findings regarding these priorities in its Report on the 2016 enforcement activities.