From: Paola Fico [
Sent: vendredi 13 février 2009 12:48
To:
Cc: Fabrizio Plateroti; Alessandra Iaconetti
Subject: R: EUROPEAN MARKET STANDARDS ON GENERAL MEETINGS - MARKET CONSULTATION
dear dorien
please find below our comments (on behalf of Borsa Italiana and Monte Titoli) to the consultation
best regards
Paola Fico
Listed Companies Regulation - R&PT
Borsa Italiana
London Stock Exchange Group
Piazza Affari 6, 20123 Milano
tel: +390272426285
fax: +390289010730
· The “opt-out” system. We support the necessity of ensuring communication between the issuer and the (End) Shareholder. The opt-out system at the initiative of the (End) Shareholder exclusively - and with the guarantees of being able to make an informed decision- seems to be an acceptable compromise to ensure the flow of information with the issuer regarding the GM. However, we stress the need of ensuring that the opt-out is exercised by the (End) Shareholder with the guarantees of being able to make an informed decision. This could be reached by sending a specific document, separate from the custody contract, to be signed by the (End) Shareholder and which clearly explains the consequences of the opt-out.
· Some comments regarding the understanding of some terms (as defined in the Glossary):
o “Meeting Notice” should be defined as “the operational announcement that the convocation has been issued”. This change is necessary to avoid confusing the term “Meeting Notice” with the term “convocation” used in par. 5 of the SRD.
o “Proof of Entitlement” as a unique identifier (code) created by the Last Intermediary to identify entitlement of a given End Shareholder to participate in and vote at a given GM. It is open to question whether it should be issued for all shareholders (who do not exercise opt-out) or only to those who intend to participate to the GM. It should be noticed that the Proof of Entitlement does not provide a comprehensive picture of the shareholdings.
o “Notification of Attendance” is defined as “the notice to inform the Issuer whether or not the (End) Shareholder will participate in and vote at the GM”. Please note that the Notification of Attendance will only take place at the initiative of the Shareholder (see page 6, letter h), point c)). As a consequence, it cannot be used by the Issuer for identifying share ownership and thus it would be preferable to remove the terms “or not” from the definition of the Notification of Attendance, as it is not likely that the Shareholder will communicate to the Issuer that he does not intend to participate to the GM.
· Standard 1.10: with regard to the contents of the Meeting Notice, some doubts have emerged concerning the opportunity of including the proposed agenda items and the related proposed resolutions. In particular,
o some problems could be encountered in sending the files to Shareholders, since these files are very heavy to be managed electronically. A possible solution would be considering sufficient the indication of where the relevant information on the GM can be found (i.e. by sending a link);
o moreover, according to the SRD (par. 5.4), Member States shall ensure that, for a continuous period beginning not later than on the 21st day before the day of the GM, the company shall make available to its shareholders on its website, inter alia, a draft resolution or a comment for each item on the proposed agenda of the GM. Including this information in the Meeting Notice (as provided by Standard 1.10), which - noting that the Meeting Notice must be sent on the same day of the convocation, i.e. according to Italian law at least 30 days before the GM - could in fact force the issuers to release this information before the prescribed time, if the 21 days time frame were implemented. These issues will be subject to further discussion after the SRD is implemented into Italian legislation.
Da: "Dorien Fransens" <>@INTERNET@BIT
Inviato: mercoledì 11 febbraio 2009 11.34
A: ; ; 'Bruno DE LA VILLARMOIS'; 'Carmine DI NOIA'; Anfossi, Claudio; Corinne Jacquiot; 'de Bie Leuveling Tjeenk, Jan'; 'Edwin De Pauw'; Emil Gospodinov; ; Françoise NIKLY-CYROT; Fransens Dorien; INEL Burcak; 'Jamie Nolte'; John Hudson; Judith Hardt; Luca Fossati; 'MERERE Joel'; ; 'Norbert Bielefeld'; Fico, Paola; 'Paola SPATOLA'; 'Pierre MARSAL'; ; Tomasz Kapusta; VAINIO Hanna; Werner Frey
Cc: 'Paulo Pina da Silva';
Oggetto: FW: EUROPEAN MARKET STANDARDS ON GENERAL MEETINGS - MARKET CONSULTATION
Priorità: Alta
Dear Colleagues,
I kindly remind you that the deadline of 15 February 2009 for the market consultation on general meetings standards is fast approaching. As we received very little feedback so far (see hereinafter), I would like to ask those among you who represent associations to make sure we receive their associations’ feedback on time.
I am attaching hereto the replies that we already received:
1. Proxinvest
2. Siemens
3. BusinessEurope
4. Dexia AM
5. Italian issuers: sent to you directly by Paola Spatola this afternoon.
All replies will also be put on our website.
As I did last time, the replies will be integrated to the extent possible in the consultation document. You will receive this working document ahead of our next meeting of Monday 2 March.
Many thanks in advance and kind regards,
Dorien FRANSENS
Secretary General
PS Visit our new website www.europeanissuers.eu
EuropeanIssuers aisbl-ivzw
Rue Belliardstraat 4-6
1040 Brussels
Tel. 00 32 2 289 25 71
Fax. 00 32 2 502 15 60
www.europeanissuers.eu
From: Catherine Lepère [mailto:
Sent: mardi 2 décembre 2008 14:34
Cc: 'Dorien Fransens'; 'Paulo Pina da Silva'
Subject: EUROPEAN MARKET STANDARDS ON GENERAL MEETINGS - MARKET CONSULTATION
Importance: High
Message on behalf of Dorien Fransens, Chair of the JWGGM
Dear,
On behalf of the Joint Working Group on General Meetings (JWGGM) I send you herewith the attached Consultation Document on Market Standards for General Meetings.
In a nutshell:
· The JWGGM was set up end 2005 in the context of CESAME, a group of experts appointed by the European Commission to contribute to the dismantling of Giovannini Barrier 3 – Corporate Actions. The JWGGM is a cross sector industry group including representatives of issuers (EuropeanIssuers), CSDs (ECSDA), intermediaries (ESSF, EBF, EACB, ESBG) and stock exchanges (FESE).
· The standards aim at providing an efficient european communication model for information that is crucial for the general meeting for both the shareholder and the issuer. The standards cover 3 processes: 1) the isuer's notice to convene the meeting, 2) the entitlement on the record date and 3) the shareholder's notification of attendance including his votes.
· The standards are made against the background of the Shareholder Rights Directive of 11 July 2007.
· The ultimate goal of these market standards is to enhance shareholder participation to general meetings, especially in a cross border environment.
I look forward to receiving your comments on the consultation document at by 15 February 2009. All replies received will be uploaded on our website, unless the respondent indicates his objection thereto.
Kind regards,
Dorien FRANSENS
Secretary General
PS Visit our new website www.europeanissuers.eu
EuropeanIssuers aisbl-ivzw
Rue Belliardstraat 4-6
1040 Brussels
Tel. 00 32 2 289 25 71
Fax. 00 32 2 502 15 60
www.europeanissuers.eu