Although the Shareholder Rights Directive II (SRD II) came into force on 9 June 2017, its implementation is not yet complete. Both the amendments to the Dutch Civil Code and the “Wet financieel toezicht”(Wft) are in force. However, the amendment to the “Wet giraal effectenverkeer”(Wge) will come into force on 3 September 2020, the date on which the infrastructural amendments must be completed in accordance with the European Directive. Because of the corona crisis, a request was sent to the European Commission on 9 April to postpone the implementation of the infrastructural adjustments. The Dutch Parliament must agree to this request. We have already listed the most important changes along with the consequences for you.
24 Apr 2020
What is the Shareholder Rights Directive II (SRD II)?
The goal of the Shareholder Rights Directive II is to promote long-term shareholder engagement. The added provisions increase the involvement of shareholders in the corporate governance of listed companies and promote transparency between companies and investors.
Among other things, the Directive provides for the identification of shareholders and transparency obligations for institutional investors, asset managers and proxy advisors. In addition, the directive gives shareholders more influence over the remuneration of management board members and Supervisory Board members of companies. It requires companies to disclose certain transactions with related parties and to have them approved. Finally, provisions have been added to improve communication around identification and shareholders' meetings.
Civil Code, Wft and Wge
The implementation of the Directive is partly in the Civil Code and partly in the “Wet financieel toezicht”(Wft) and the “Wet giraal effectenverkeer”(Wge). The relevant section of the Dutch Civil Code relates to the remuneration policy and report of listed companies as well as (material) transactions with related parties, such as a director or a shareholder. The section for the “Wet financieel toezicht” and the “Wet giraal effectenverkeer”contains rules on the involvement of institutional investors, asset managers and proxy advisors.
Main changes SRD II
These are the most important changes for you: