Danish implementation of the amended Shareholder Rights Directive (SRD II)
Introduction of legislative package
On 6 February 2019, the legislative package implementing the amendments to the Shareholder Rights Directive in Denmark was introduced by the Ministry of Industry, Business and Financial Affairs.
Clarification of the new rules
Compared to the draft bill for consultation published by the Danish Business Authority (Erhvervsstyrelsen) at the end of October 2018, the bill is more specific in a number of areas. Among other things, it has been clarified that an issuer only needs to partner up with one intermediary in relation to shareholder identification and the communication of information concerning general meetings. Issuers will have the right to receive information concerning all shareholders, including shareholders not registered by name. Furthermore, shareholders will have the right to receive confirmation from the issuer regarding receipt, registration and inclusion of their votes, when voting takes place electronically. The implementation of the new legislative package at a more practical level requires the development of new cross-border IT solutions and standards, and the establishment of new working procedures along the chains of intermediaries across countries – especially regarding shareholder identification and voting.
VP is proactively participating in and monitoring the implementation and we will keep you updated on its further progress.
Content of the legislative package – four main areas
The legislative package covers four main areas:
- Identification of shareholders
Listed companies gain better opportunities to identify their shareholders. This is expected to support active ownership because companies’ communication with their shareholders will become easier.
- Remuneration policy and remuneration report
Listed companies must prepare and publish a remuneration policy for members of the Board of Directors and the Management Board, laying down the rules for fixed and variable remuneration, and also prepare and publish a remuneration report in accordance with the approved remuneration policy.
- Material transactions between listed companies and their related parties
At listed companies, material transactions between a public limited company and its related parties must be approved by the Board of Directors before the transactions may be completed. The public limited company must publish an announcement regarding material transactions with a related party. The purpose of the rules is to ensure control and transparency regarding such transactions.
- Active ownership policy for institutional investors and asset managers
Institutional investors and asset managers must, among other things, publish an active ownership policy or explain why they choose not to publish one.
- 19 February 2019: First reading.
- 10 June 2019: The legislative package will enter into force (the general implementation deadline).
- September 2020: Rules on shareholder identification and voting will enter into force.
Senior Product Manager, Issuance Products
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