The Shareholders’ Rights Directive seeks to improve corporate governance in companies which have their registered office in a Member State and whose shares are admitted to trading on EU regulated markets by enabling, amongst others, the exercise of voting rights and rights to information across borders.
The Second Shareholders’ Rights Directive, which will have to be implemented by the Member States in mid-2019, includes various amendments to the initial SHRD in order to enhance and harmonise the corporate governance of these companies across the EU. The new measures have a particular focus on encouraging a long-termist view amongst shareholders and increasing transparency.
In summary, the amendments provide for:
- The disclosure of, and shareholder influence over, directors’ remuneration,
- The increased transparency of proxy advisers in relation to their voting recommendations,
- The increased transparency of voting and engagement policies of asset managers and institutional investors,
- The identification of a company’s shareholders by requiring that intermediaries must offer companies the right to have their shareholders identified and must facilitate the exercise of shareholders’ rights, and
- The improvement of shareholders’ oversight of a company’s related party transactions.