EP adopted Shareholders Rights Directive

15 February 2007

European Parliament adopted the directive on shareholders rights amending that the convocation of a company's general meeting must be issued not later than 21 days before it takes place. The approved text calls on Member States to ensure that all shareholders, with no distinction according to individual shares, are informed about the agenda of the meeting and the resolutions to be adopted. In addition, all shareholders should be able to put items on the general meetings' agenda and to table resolutions.

To simplify the exercise of proxy voting, the amended report asks Member States to remove any restriction to the eligibility of persons to be appointed as proxy holders. Nevertheless, MEPs have also set rules to avoid conflict of interest, when, for instance, the designed proxy holder is a controlling shareholder of the same company.

The approved report also provides that the proxy holder must cast his vote in accordance with the instructions provided by the shareholder. Finally, MEPs expressly excluded cooperatives from the scope of the directive, because of their special membership structure.

Commissioner McCreevy welcomed the vote. 'This agreement moves us one step further towards our goal which is to ensure that shareholders, no matter where in the EU they reside, have timely access to complete information and simple means to exercise certain rights – notably voting rights – at a distance”, he said.

According to Mr Lehne, the text adopted by the House is the result of an agreement with the Council and aims at reaching a first reading approval.

“The Council of Ministers will discuss the issue on its next meeting on Monday.'

Statement McCreevy
Report
Integrated version

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