Shareholder Rights Directive II

Shareholder Rights Directive II

19 February 2020

On the 3rd September 2020, the Shareholder Rights Directive II (SRD II) will be in force in all EU member states.

The objective of SRD II is to improve European financial stability by boosting shareholder loyalty and limiting those risks that are perceived to be linked to short term and speculative behaviour.Key elements of the SRD II include:

  • Provisions to assist companies in identifying their shareholders.
  • Requirements regarding the transmission of information between the company and its shareholders through intermediaries.
  • Obligations on intermediaries to facilitate the exercise of rights by shareholders, including the right to participate and vote at general meetings.
  • Provisions on the transparency of engagement policies of institutional investors and asset managers, as well as their investment strategies.
  • Disclosure obligations on proxy advisers in relation to their code of conduct, research, advice and voting recommendations.
  • Rights of shareholders to vote on directors’ remuneration policies and reports.
  • Obligations relating to related party transactions.

The SRD II applies to companies that have their registered office in a member state and the shares of which are admitted to trading on an EU regulated market

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