The Shareholder Directive - SRD II

02.10.2020

Since 2009, the European Union has made great strides to address areas of weakness in the asset protection framework through most, if not, all areas of the financial markets. This has been a systematic process that has focused, in large part in addressing the behaviour of large institutions and the market infrastructures.

However, an important piece is now coming to the fore and that is assuring the rights of all shareholders of equities listed in the EU and to a certain degree those of an issuer. In order to achieve this, the original Shareholder Rights Directive (SRD) that first codified corporate governance rules for EU companies and entitlement to shareholder rights across borders, was revised.

The SRD II (Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC) takes this further. The Directive 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. 

Transposition

Transposition of the directive has already commenced across member states. National governments are allowed a degree of latitude in some of the areas of the directive and all market participants should monitor these variations. Clearstream has been working closely with authorities in both Luxembourg and Germany to inform and shape the final national legislation.

Further details on the transposition of the directive into German and Luxembourg law can be found in the Frequently asked questions attached below.

Impact

The directive will ultimately impact existing responsibilities, procedures and the systems that support them in delivering all corporate actions and proxy voting by all intermediaries in a custody chain. This will cover all aspects of SRD II such as the identification of shareholders, transmission of information, facilitation of exercise of shareholders rights, general meeting notifications and instructions, the transparency of institutional investors, asset managers and proxy advisors, remuneration of directors and related party transaction. Final intermediaries in a custody chain will in particular have to review their interaction with the ultimate shareholder in order to identify where improvements need to be made.

Clearstream contribution to improve operational efficiency

Clearstream is actively participating in working groups at both the national and pan-European levels to ensure that forthcoming changes contribute to improved operational efficiency. At Clearstream, we will communicate further details as and when standards are agreed upon.

Furthermore, Clearstream is engaging with established industry experts to explore whether new approaches based on new technologies might prove a viable and secure option supporting the transposition.