Shareholder Rights Directive II: Connectivity enhancements for shareholder identification and general meeting services - update IV
Note: This announcement, originally published on 11 May 2020 and updated on 20 July, 9 September and 2 October 2020, has been further updated to provide additional information on general meetings and corporate actions. Changes have been highlighted.
The objectives of the Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC are to improve the knowledge about shareholders of a corporation as well as to support shareholders in their exercise of votes. The Shareholder Rights Directive II (SRD II) shall be read together with the Commission Implementing Regulation of 3 September 2018 that lays down minimum requirements to implement the provisions of the Directive that shall be transposed into national law by all EU Member States. These provisions shall become applicable as from
3 September 20201
Responding to the new EU requirements, Clearstream Banking2 will implement changes in the areas of shareholder identification services (SI), that is, identification of shareholders upon issuer's request, and of general meeting services. The messages that will be used to support those services will be based on ISO 20022 format.
Initiated by the issuer or issuer agent, the shareholder identification requests must be cascaded down immediately, that is, from first intermediary to last intermediary in the custody chain. The SI request notification process at Clearstream Banking will be implemented for all markets/asset classes under SRD II as of 5 October. The solution to be provided is based on the ISO 20022 format and will be available via SWIFT FINplus as well as via Xact Web Portal. Customers who have not finalised the migration from CreationOnline to Xact Web Portal will be provided with a distinct solution and informed in due course.
Note: Shareholder Identification Disclosure Requests can only be forwarded to customers as of 19 October 2020. See Announcement C20030 for further details.
The solution via Xact File Transfer and MQ will follow at a later stage.
Following this strategy, Clearstream Banking also ensures adherence with the new Securities Market Practice Group (SMPG) standards.
Between 3 September 2020 and the implementation of the solution described above, Clearstream Banking will provide the following interim solution:
- Inform customers through current disclosure process by using the disclosure notification MT 564 DSCL MAND including SRD II relevant information in the narrative. Details are available in the attached example and the dictionary.
- Customers using the new ISO 20022 messages for Shareholder Identification should be able to deal with the existing ISO 15022 Disclosure message, as this is a format that will continue to exist for any disclosures outside of SRD II.
- The Shareholder Identification Disclosure Request via MT564 will show the SRD II Identifier to enable customers to distinguish requests related to Shareholder Identification under SRD II from standard disclosure requests.
Note: SI responses must be sent by each notified party directly to the response recipient as specified in the SI request. Clearstream Banking will respond automatically (that is, without customer’s consent) to the response recipient of the SI request for customer positions in its books.
Clearstream Banking’s general meetings messages will be upgraded to be in line with the SRD II Implementing Regulation requirements. All general meeting messages will be exclusively based on ISO 20022 format, being the only SRD II compliant and endorsed ISO format, and cover all markets/asset classes under SRD II. Following this strategy, Clearstream Banking also ensures adherence with the new Securities Market Practice Group (SMPG) standards.
The implementation of ISO 20022 for general meetings is foreseen to be in November 2021 (together with SR 2021). In the meantime, Clearstream Banking will continue to use ISO 15022 as it does currently. It is also foreseen to report the SRD II Indicator if one is provided by the market. Clearstream Banking will implement the SRD II Indicator as a structured field in the MT564 General Meeting notification as of November this year (together with SR 2020) for all CBL and CBFi customers. Customers who wish to apply the new ISO 20022 standard before November 2021 can do so by signing up for the Clearstream Enhanced Proxy Voting service delivered through ISS3.
The SRD II Indicator will be reported in the MT564 Corporate Action notification if one is provided by the market. Clearstream Banking will implement the SRD II Indicator as a structured field in the MT564 Corporate Action notification as of November this year (together with SR 2020) for all CBL and CBFi customers. Otherwise no other changes to the Corporate Action messages are currently planned for September 2020.
To receive the SI request notifications and access to the general meetings when available, customers can use either Xact via SWIFT or Xact Web Portal.
Customers choosing ISO 20022 via SWIFT must ensure that:
- The connectivity with SWIFT FINplus is in place.
- The shareholder identification report is scheduled via Xact Web Portal (further details on SI specific reports will be communicated at later stage)
Customers choosing Xact Web Portal must ensure that:
- Xact Web Portal is set up.
- Access is granted to the users who are in charge of processing these notifications.
For additional information on the Xact Web Portal and Shareholder Identification (SI) module, please refer to Announcement C20030.
For further information, customers may contact Clearstream Banking Client Services or their Relationship Officer. Questions related to this announcement will be routed to the experts of the SRD II Project team.
1. A letter was sent to the European Commission on 9 April 2020, co-signed by 11 industry associations, to request a 12-month postponement of the SRD II Implementation Regulation deadline. This request has been rejected by the European Commission.
2. Clearstream Banking refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500.
3. Further details on the General Meetings Module will be communicated at a later stage.