Shareholder Rights Directive II: Connectivity enhancements for shareholder identification and general meeting services
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 2020
Responding to the new EU requirements, Clearstream Banking1 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.
Note: 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. At publication of this announcement the official response has not been received yet. As soon as an official decision becomes available, we will notify you accordingly.
Initiated by the issuer or issuer agent, the shareholder identification requests must be cascaded down immediately, that is, from the first intermediary to the last intermediary in the custody chain. The SI request notification process at Clearstream Banking will be implemented for all markets and asset classes under SRD II and will be based exclusively on ISO 20022 format, being the only SRD II compliant and endorsed ISO format. Following this strategy, Clearstream Banking also ensures adherence with the new Securities Market Practice Group (SMPG) standards.
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 customers 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 with customers will be exclusively based on ISO 20022 format, being the only SRD II compliant and endorsed ISO format, and cover all markets and asset classes under SRD II. Following this strategy, Clearstream Banking also ensures adherence with the new Securities Market Practice Group (SMPG) standards.
The implementation date of ISO 20022 for general meetings is still to be confirmed.
No changes to corporate action messages are currently planned for September 2020.
To receive the SI request notifications and access to the general meetings, customers can use either Xact via SWIFT or Xact Web Portal.
Customers choosing ISO 20022 via SWIFT must ensure that:
- The connectivity with SWIFTNet File Act 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 in charge of processing these notifications.
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. 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.