The head of corporate governance for the European Commission said the group is pressing ahead with proposed revisions to the EU’s shareholder rights directive with an eye toward getting the proposal before lawmakers by the summer.
The revised directive, proposed by the European Commission in April, seeks to promote more active shareholders with longer term investment strategies and includes greater authority for shareholders over remuneration policies. The changes would affect roughly 10,000 companies listed on European stock exchanges.
Jeroen Hooijer, head of corporate governance and social responsibility for the European Commission, said during a conference in the Netherlands that the commission is looking to accelerate the revisions, and he expects the proposal to be put before European Parliament next summer, according to a report in Investment & Pensions Europe.
Revisions to the shareholders rights directive, first enacted in 2007, were put forward in the aftermath of the 2008 financial collapse. Lawmakers said it was clear many shareholders were not keeping close tabs on companies in which they invested. To encourage greater participation from shareholders and hold management more accountable for long-term success, the commission is proposing to make it easier for shareholders to flex existing rights and add to those rights in some cases.
Chief among the additions is a provision to give shareholders a “say on pay” to strengthen the link between management’s compensation and performance, according to the commission. The listed companies affected would have to disclose “clear, comparable and comprehensive” information on remuneration policies. While there would be no EU-wide cap on remuneration levels, companies would need to have their remuneration policies subject to a binding shareholder vote. In the policies, companies must set a maximum level for executive pay along with a justification of how the policy and pay level contributes to the company’s long-term interest and sustainability. Companies also must spell out how the executive pay compares to overall working and pay conditions at the companies, and include the ratio between average employees and executive compensation levels.
Some member states, including Sweden and Belgium, already have binding say on pay rules.
Shareholders also would be given voting rights concerning related party transactions in situations when the deal involves more than 5 percent of the companies’ assets, with greater clout given to minority shareholders. Companies also would be required to provide an independent third party valuation for transactions involving more than 1 percent of the companies’ assets.
Other main pieces of the proposal would affect institutional investors and asset managers, requiring those groups to provide greater transparency as to their investment policies and engagement with companies in which they invest. A proposed framework would make it easier to identify shareholders in order for those shareholders to better exercise voting rights, especially in situations where shareholders are located in another member state or outside the EU. The commission estimated 44 percent of the market value of listed companies belongs to foreign shareholders, either from other member states or outside the bloc. Proxy advisors also would be subject to greater transparency rules, with a requirement they provide better information on how they arrived at their recommendations and how they manage any conflicts of interest.
Speaking at a symposium held by non-profit corporate governance association Eumedion, Hooijer said identifying shareholders would not prove to be too difficult, but there may be questions of who will pick up the cost of doing so. Hooijer predicted the proposal may run into problems regarding provisions on increased transparency on related-party transactions because “member states tend to already have their own, different rules, with which they’re already comfortable.”
The commission is still determining how voting agencies would report back to clients with results on voting behavior, Hooijer said according to IPE. The commission also is working on a report covering best practices in environmental, social and governance investment, Hooijer said during his speech.