The Report recommends the EC assesses the introduction of the following improvements:
Regarding the identification of shareholders, firstly it proposes considering the possibility of introducing in the regulation a harmonised definition of the shareholder concept applicable throughout the EU. Meanwhile, as a transitional measure, it recommends the EC publishes a list with the different existing definitions.
Secondly, it proposes allowing for the identification, by issuers, of not only nominee shareholders but also of beneficial owners. In addition, the Report recommends awarding issuers certain flexibility so they may customize the requests for identification of shareholders in terms of their specific needs.
In third place, it proposes to the EC a clarification on the securities included within the scope of application of Chapter Ia of the Second Directive and even the consideration of their possible extension, together with the publication of a list of the securities that are subject to this Chapter in each of the Member States.
In fourth place, it proposes considering a modification of the Second Directive and its Implementing Regulation, demanding the issuer fulfils certain additional requirements related to the shareholder identification process, such as sending the so called “golden operational record” – i.e., all the operational information – to the Central Securities Depository (or first intermediary).
In fifth place and regarding intermediaries, it proposes standardising the responses in relation to the shareholder identification process, together with clarifying in the regulation the obligation to inform on whether they keep securities in their own account or in the name of third parties.
Lastly, it proposes reinforcing the competence of the National Competent Authorities (NCAs) with regard to the follow-up they must perform during the shareholder identification process, particularly in the case they are of a cross-border nature.
Regarding the transmission of information, firstly it proposes modifying the Implementing Regulation in order to impose on the issuer the previously stated “golden operational record” requirement, only this time in relation to the transmission of information obligations along the chain of intermediaries.
In second place, it proposes forcing the issuer to submit to the Central Securities Depository all the information necessary to start a corporate event in a machine-readable format.
In third place, it proposes aligning the deadlines mentioned in Article 9 of the Implementing Regulation on the periods to be complied with by issuers and intermediaries in the corporate events and shareholder identification processes with the deadlines for other obligations (e.g., the compliance duties deriving from the Markets in Financial Instruments Directive) to which these intermediaries are subject.
Regarding the facilitation of the exercise of voting rights, it proposes making an effort to harmonise: (1) the supporting documentation in relation to the ownership allowing for the rights to be exercised, also demanding that it is in a machine-readable format; (2) the documentation available for the meetings (even extending the number days between its publication and the meeting); and (3) the record date. It also proposes to improve the vote confirmation mechanism (e.g., by means of the publication of the recording and counting of votes).
Regarding the transverse considerations in relation to the identification of shareholders, the transmission of information and the facilitation of the exercise of voting rights, it proposes the specification of the more technical requirements relating to these aspects in a Regulation, in such a manner that this is supplementary to the Directive and the Implementing Regulation. Likewise, it proposes a review of the competence of the NCAs in this matter, particularly whenever there is a cross-border component.
Regarding the transparency, proportionality and non-discrimination of costs, it proposes the harmonisation of the terminology employed regarding costs and the different types of service provided in respect to those applied. It also recommends establishing a single format for their disclosure.
Finally, with regard to third-country intermediaries, it proposes solving the uncertainties caused by the differences between the various Member States in the application of the Second Directive, particularly regarding the shareholder concept, together with the preparation of guides on the requirements to be complied with intermediaries from third countries.