OpenLobby.EU
Explore

Eumedion

Eumedion stelt zich ten doel het vanuit de verantwoordelijkheid van in Nederland gevestigde institutionele beleggers onderhouden en doorontwikkelen van goede corporate governance en duurzaamheid en het bevorderen van de acceptatie en naleving van standaarden hiervoor door beursgenoteerde vennootschappen en institutionele beleggers, met name in Nederland en Europa.

Lobbying Activity

Response to Taxonomy Delegated Acts – amendments to make reporting simpler and more cost-effective for companies

25 Mar 2025

Eumedion, representing the interests of institutional investors who have more than 8 trillion assets under management, has reviewed the proposed amendments to the Commission Delegated Regulation (EU) 2021/2178 (hereinafter amending regulation) and would like to make some comments. Eumedion welcomes the fact that a number of amendments appear to be inspired by the recommendations from the report of the Platform on Sustainable Finance ´Simplifying the EU taxonomy to foster sustainable finance (published February 2025). The aim of the proposal is to increase the usability of the taxonomy while not losing relevant and material data from the taxonomy reporting framework. This is important from an investors perspective since they need reliable information on which activities are considered environmentally sustainable in order to substantiate their investment decisions as well as their own reporting obligations stemming from the SFDR. Eumedion welcomes that the European Commission proposes to reduce administrative burden and to simplify the reporting templates. In particular Eumedion welcomes the proposed 10% de minimis threshold for taxonomy eligibility and alignment to enable companies to focus their reporting efforts and not assess activities that are not financially material for their business. We agree that the amending regulation should be adopted and implemented expediently and separately from the review of the Disclosure Delegated Act in order to provide an immediate relief for reporting undertakings already in the 2026 taxonomy reporting exercise. The consultation includes a proposal for simplified reporting templates for asset managers. However, we believe such reporting should not be part of the annual accounts of asset managers, as these should not reflect client assets. Taxonomy disclosures are better suited to be part of SFDR product disclosures. We also welcome that as a next step, the European Commission will carry out a systematic and thorough review of all the technical screening criteria, in particular of all the DNSH criteria, with the aim of assessing ways to make them simpler, more usable and more aligned with EU legislation (e.g. the SFDR). Finally, we believe the disclosures on taxonomy-aligned activities in fossil gas and nuclear activities should be removed, as we do not see any added value for investors. This also applies to the exposures to fossil gas and nuclear activities in the product disclosures of the SFDR.
Read full response

Response to Environmental, social and governance (ESG) ratings and sustainability risks in credit ratings

24 Aug 2023

Eumedion, representing the interests of institutional investors with a long-term investment horizon and collectively with a more than 8 trillion global investment portfolio, welcomes the European Commissions efforts to increase the transparency and integrity of the ESG ratings market. While Eumedion would have preferred a targeted EU intervention based on a self-regulation approach rather than on a regulation, which would have been better suited to continue to enable the continuous need for innovation in the ESG rating industry, many important elements that Eumedion pointed out in its earlier response have been included in the current proposal for a regulation. We have attached a feedback statement, in which we point out some concerns regarding the effectiveness and the feasibility of some elements of the proposal, as well as some suggestions for further improvements. In the Annex to this statement we have included some further technical remarks.
Read full response

Response to European Sustainability Reporting Standards

7 Jul 2023

Eumedion, representing the interests of institutional investors with a long-term investment horizon and collectively with a more than 7 trillion global investment portfolio, welcomes the opportunity to respond to the draft Delegated Act regarding the European Sustainability Reporting Standards (ESRS) - set 1 published for public consultation on June 9, 2023. Sustainability information reported by investee companies in a consistent, comparable and reliable manner is key to understanding the long-term value creation capacity of these companies. As such, sustainability information is material to investors decisions. Eumedion has welcomed the European Commissions efforts in this area and commends the tremendous preparatory work done by the EFRAG Sustainability Reporting Board (SRB) in developing this first of set of standards. In the attached letter, we would like to highlight a few areas that from a responsible investors perspective require some further adjustment or improvement.
Read full response

Response to Facilitating small and medium sized enterprises’ access to capital

27 Mar 2023

Eumedion, representing the interests of institutional investors who have more than 8 trillion assets under management, welcomes the opportunity to give feedback. Please find attached the response of Eumedion.
Read full response

Response to Facilitating small and medium sized enterprises’ access to capital

27 Mar 2023

Eumedion, representing the interests of institutional investors who have more than 8 trillion assets under management, welcomes the opportunity to give feedback. Please find attached the response of Eumedion.
Read full response

Response to Facilitating small and medium sized enterprises’ access to capital

27 Mar 2023

Eumedion, representing the interests of institutional investors who have more than 8 trillion assets under management, welcomes the opportunity to give feedback. Please find attached the response of Eumedion.
Read full response

Response to Sustainable corporate governance

19 Apr 2022

Eumedion welcomes the European Commission’s proposal for a directive on Corporate Sustainability Due Diligence (hereinafter: ‘directive’). The proposal aims to establish substantive duties for European companies in the area of human rights and environmental due diligence, as well as to clarify the directors’ duty of care. Eumedion - representing the interests of institutional investors with a long-term investment horizon and with a more than € 7 trillion global investment portfolio – considers the proposal an important contribution to fostering responsible business conduct throughout the whole value chain and to integrating various international due diligence standards into European law. The proposal also aims to supplement the requirements laid down in other pieces of European legislation, such as the SFDR, the Taxonomy Regulation, and the CSRD proposal. This way, the proposal not only contributes to more sustainable business practices and long-term value creation, but it should also foster more detailed sustainability information available to investors. Eumedion supports the clarification of the directors’ duty of care as it will encourage directors to carefully take into account sustainability matters in their strategy and policy decisions. As the proposal will be brought forward to the European Council and European Parliament, Eumedion would like to highlight a few key issues for the upcoming discussions between the European institutions. These issues are incorporated in the attached feedback statement.
Read full response

Response to Strengthening the principle of equal pay between men and women through pay transparency

5 Oct 2021

Eumedion supports the proposal that requires companies with at least 250 workers to publish information on the gender pay gap. This follows from Eumedion’s statement with respect to the European Commission's proposal for a directive on pay transparency. In the proposed directive rules are introduced with the aim of combating inequality in pay between women and men. In its statement, Eumedion indicates that inexplicable pay differences between women and men are unacceptable and that it sees fair and equal pay as an essential part of good employment practices. Eumedion also indicates that the primary responsibility for complying with the legal provisions on equal pay rests with the company board(s) but that shareholders also have a role to play. Eumedion points out that a necessary condition for fulfilling this role is that shareholders have sufficient information. Eumedion therefore welcomes the proposal that requires companies with at least 250 workers to publish information on the gender pay gap. Eumedion indicates that shareholders can include that information in their dialogues with companies and raise this topic at general meetings. In addition Eumedion indicates in its statement that the aforementioned proposal would help financial market participants to comply with their own reporting obligations under the regulation on sustainability‐related disclosures in the financial services sector (SFDR). Eumedion points out that currently the data needed to report on this is not available. Furthermore Eumedion advocates that the information on the gender pay gap is included in the management report.
Read full response

Response to Revision of Non-Financial Reporting Directive

2 May 2021

In our 2020 position paper ‘Towards a global, investor focused standard setter for corporate non-financial reporting’, Eumedion advocated the establishment of an International Sustainability Standards Board (ISSB) under the auspices of the IFRS Foundation with the aim to develop high-quality international sustainability reporting standards (ISRS). Institutional investors have an inherent interest in sustainability information that is reported by companies in a consistent, comparable and reliable manner across markets. This information is key in understanding the long-term value creation capacity of the investee companies and is as such material to investors’ decisions. It is from this perspective that Eumedion has reflected on the European Commission’s proposal for a Sustainability Reporting Directive (‘Proposed Directive’), as published on 21 April 2021. Eumedion's full position statement is attached. Key messages of this position statement are: i) Global sustainability reporting standards where possible, additional European sustainability reporting standards where needed, ii) Support for broad scope of sustainability reporting standards and iii) Assurance on reported sustainability information will enhance reliability of that information.
Read full response

Response to Key elements of the methodology reflecting environmental, social or governance (‘ESG’) factors

6 May 2020

Eumedion, representing the interests of around 50 Dutch and non-Dutch institutional investors who have more than € 5 trillion assets under management, welcomes the opportunity to give feedback. Although Eumedion supports the overall objectives of the draft delegated regulation, we would like to draw attention to several considerable issues regarding the proposal for the explanation in the benchmark methodology. Below you will find a summary of our feedback, which we have included in full as attachment. 1. Eumedion would like to point out that harmonisation between various EU ESG-disclosure requirements is absolutely crucial to the success of the sustainable finance strategy of the EU. The current misalignment of various (future) disclosure requirements within the Benchmark Regulation (BMR), Sustainable Finance Disclosure Regulation (SFDR) and Non-Financial Reporting Directive (NFRD) will not only lead to extra costs for financial market participants and their ultimate beneficiaries due to the purchase of additional data, but will also negatively contribute to consistent and uniform disclosure on sustainability factors throughout the financial sector and in the real economy. In this light, also the on-going consolidation in the markets for benchmark providers and their subsidiary ESG-data providers fuels further cause for worry for institutional investors relying on the services of these parties, as this potentially leads to a lock-in on the side of data purchase. 2. Eumedion would welcome mandatory ESG-disclosure for all ESG-relevant benchmarks, since this provides clarity to investors taking ESG-factors into account in their investment processes. The current proposals allow benchmark administrators to withhold ESG-disclosures, which will potentially lead to various undesired side effects. These concern e.g. the level playing field between ESG and non-ESG marketed benchmarks, as well as the amount and quality of information available on the sustainability performance of benchmarks not explicitly pursuing ESG-objectives. Such could negatively contribute to the Commission’s goal of a sustainable financial sector. 3. The required information or data necessary for ESG-disclosure might not be available and/or some of the methodologies for reporting on certain ESG-factors have not yet been fully developed or broadly and uniformly established. Eumedion is of the opinion that a periodic review process for ESG-disclosure requirements is necessary, in addition to the review of the Regulation already to be provided by the Commission before December 31, 2022. 4. Section 2 of Annex II (Fixed income corporate benchmarks), does not distinguish between corporate debt, asset backed securities and money market instruments. In the opinion of Eumedion, most of the ESG-factors relevant for equity benchmarks also apply to corporate credit bonds, but explicitly not to asset backed securities. This requires a regrouping of asset class benchmarks and the applicable ESG-factors per class. 5. Finally, Eumedion considers the suggested disclosure-factors rather thin where it regards the area of ‘governance’. We suggest expanding the list of elementary g-factors with ‘Minimum Shareholder Rights’, ‘Executive Compensation Policies’, ‘Transparency Rating (openness, willingness, accuracy, and timeliness)’, ‘Risk Management’, and ‘Separation of CEO and Chair functions’.
Read full response

Response to References to ESG factors enabling market participants to make well-informed choices

6 May 2020

Eumedion, representing the interests of around 50 Dutch and non-Dutch institutional investors who have more than € 5 trillion assets under management, welcomes the opportunity to give feedback. Although Eumedion supports the overall objectives of the draft delegated regulation, we would like to draw attention to several considerable issues regarding the proposal for the explanation in the benchmark statement. Below you will find a summary of our feedback, which we have included in full as attachment. 1. Eumedion would like to point out that harmonisation between various EU ESG-disclosure requirements is absolutely crucial to the success of the sustainable finance strategy of the EU. The current misalignment of various (future) disclosure requirements within the Benchmark Regulation (BMR), Sustainable Finance Disclosure Regulation (SFDR) and Non-Financial Reporting Directive (NFRD) will not only lead to extra costs for financial market participants and their ultimate beneficiaries due to the purchase of additional data, but will also negatively contribute to consistent and uniform disclosure on sustainability factors throughout the financial sector and in the real economy. In this light, also the on-going consolidation in the markets for benchmark providers and their subsidiary ESG-data providers fuels further cause for worry for institutional investors relying on the services of these parties, as this potentially leads to a lock-in on the side of data purchase. 2. Eumedion would welcome mandatory ESG-disclosure for all ESG-relevant benchmarks, since this provides clarity to investors taking ESG-factors into account in their investment processes. The current proposals allow benchmark administrators to withhold ESG-disclosures, which will potentially lead to various undesired side effects. These concern e.g. the level playing field between ESG and non-ESG marketed benchmarks, as well as the amount and quality of information available on the sustainability performance of benchmarks not explicitly pursuing ESG-objectives. Such could negatively contribute to the Commission’s goal of a sustainable financial sector. 3. The required information or data necessary for ESG-disclosure might not be available and/or some of the methodologies for reporting on certain ESG-factors have not yet been fully developed or broadly and uniformly established. Eumedion is of the opinion that a periodic review process for ESG-disclosure requirements is necessary, in addition to the review of the Regulation already to be provided by the Commission before December 31, 2022. 4. Section 2 of Annex II (Fixed income corporate benchmarks), does not distinguish between corporate debt, asset backed securities and money market instruments. In the opinion of Eumedion, most of the ESG-factors relevant for equity benchmarks also apply to corporate credit bonds, but explicitly not to asset backed securities. This requires a regrouping of asset class benchmarks and the applicable ESG-factors per class. 5. Finally, Eumedion considers the suggested disclosure-factors rather thin where it regards the area of ‘governance’. We suggest expanding the list of elementary g-factors with ‘Minimum Shareholder Rights’, ‘Executive Compensation Policies’, ‘Transparency Rating (openness, willingness, accuracy, and timeliness)’, ‘Risk Management’, and ‘Separation of CEO and Chair functions’.
Read full response

Response to Minimum standards for benchmarks labelled as EU Climate Transition and EU Paris-aligned Benchmarks

6 May 2020

Eumedion, representing the interests of around 50 Dutch and non-Dutch institutional investors who have more than € 5 trillion assets under management, welcomes the opportunity to give feedback. Although Eumedion supports the overall objectives of the draft delegated regulation, we would like to draw attention to several considerable issues regarding the proposed minimum standards for the new categories of climate benchmarks. Below you will find a summary of our feedback, which we have included in full as attachment. 1. Eumedion proposes to the Commission to explicitly include measures for safeguarding data quality. The composition of the new categories of EU climate benchmarks depends on factors for which there is not yet an independent authoritative standard setter and for which there limited safeguards in terms of audit. 2. We urge the Commission to use the market value of equity for financial institutions in the context of measuring GHG intensity, since for financial institutions (banks, insurance companies, lenders) the concept of Enterprise Value is widely recognised as not resulting in meaningful outcomes. 3. Eumedion questions the feasibility of a yearly accurate measurement of decarbonisation year-on-year and is therefore of the opinion that the decarbonisation target of 7% should be measured as a compound annual decline rate over three years. 4. We ask the Commission to clearly distinguish the new EU climate benchmarks from other types of ESG-benchmarks available in the market. It is important to avoid unintended (reputational) damage for companies (or investors in these companies) who are ahead of the transition-curve. Such companies could already be considered green or sustainable, and can by definition and generally speaking not be included in a benchmark focused on an effective transition. 5. Finally, the inclusion of ESG-related exclusion criteria (such as tobacco) frustrates the ambition of creating credible climate transition benchmarks. In the absence of a clear framework, a seemingly random addition of exclusion criteria suggests a broader sustainability footprint for the EU climate benchmarks, while this is essentially not the case. Furthermore, a higher level of ambition on environmental issues (as is the case with PAB) not automatically implies a higher level of ambition regarding other, unrelated sustainability issues. This approach ultimately threatens the credibility of EU climate benchmarks as thought-through instruments for transition.
Read full response

Response to Revision of Non-Financial Reporting Directive

27 Feb 2020

Eumedion represents the interests of institutional investors in the field of corporate governance and sustainability. Its members are institutional investors that hold shares in Dutch listed companies. Eumedion is committed to promote good corporate governance and sustainability policies at Dutch listed companies and to promote engaged and responsible shareholdership by its members. Regarding context: Eumedion strongly supports a revision of the NFRD, and fully agrees with the analysis that underpins this initiative. Updated provisions for non-financial information reporting in Europe are urgently needed. Additionally, we urgently stress the need for global non-financial information reporting standards. The issues to which non-financial information reporting delivers an important contribution, are in fact global. Therefore, while non-financial information reporting provisions can be put in place regionally, the accompanying non-financial information reporting standards need to be set globally. We fully concur with Steven Maijoor’s (ESMA) comments at the European Financial Forum 2020 in Dublin on 12 February 2020: “Europe can play a leading role in promoting this consolidation at international level. It would not only be short-sighted, but also detrimental for investors – who typically operate in global financial markets – to build a set of corporate ESG disclosure standards that is only regional.” Eumedion is in favour of creating an independent, authoritative standard setter, which sets non-financial reporting standards on all material aspects of non-financial reporting for listed and large private entities across the globe. Such standards should not be normative in the sense that the framework should not distinguish par and sub-par performance; instead these standards should focus on requirements and guidelines that foster transparency, consistency, comparability and reliability. Most importantly, a European initiative should explicitly steer away from creating even more divergence between reporting practices in the various global markets. Eumedion recently published a green paper on this topic, which we have attached to our feedback. Regarding policy options: Eumedion strongly supports policy option 3, which aims to revise and strengthen the provisions of the NFRD. To be effective in terms of its contribution to addressing global problems, option 3 needs to be combined with a variation on option 2, namely the endorsement or creation of a global standard for non-financial information reporting, as addressed above. Eumedion opposes the continuation of the current approach with non-binding guidelines. Research shows that this approach does not lead to a consistent good quality of non-financial information reporting throughout Europe. Only through ‘hard legislation’ the European Commission can ensure that all relevant companies disclose material non-financial information. Moreover we would be in favour of converting the Directive into a Regulation with – preferably – no Member State options. Under option 3, we also support the European Commission in modifying the scope of the Directive in order to include all listed companies as well as large public interest entities (as defined by the Accounting Directive). Furthermore under option 3, we strongly support the strengthening of the provisions regarding the assurance of non-financial information. This can be achieved by requiring (reasonable) external assurance for non-financial information reporting. Such assurance will in any case be facilitated by the standardization and harmonization of non-financial information reporting.
Read full response

Response to Institutional investors' and asset managers' duties regarding sustainability

21 Aug 2018

Eumedion´s response to the proposal for a regulation on the establishment of a framework to facilitate sustainable investment (COM(2018) 353 final) Eumedion, representing the interests of 65 Dutch and non-Dutch institutional investors who have more than € 5 trillion assets under management, is in favour of a framework to facilitate sustainable investment. This provides investors with clarity on which activities are considered sustainable in order to substantiate their investment decisions. Notwithstanding our general support, we have the following suggestions: • Eumedion is of the opinion that ESG factors are linked. Many environmental aspects have a social dimension, and vice versa. Moreover, good governance within a company is a perquisite to give meaningful substance to environmental and social aspects of entrepreneurship. Although Eumedion shares the urgency to develop criteria on environmentally sustainable investments in the short run, it is important that subsequently clear criteria are set for social objectives and governance factors. • The draft regulation focuses primarily on six environmental objectives. Eumedion is of the opinion that social aspects associated with the environmental objectives should be bear in mind. Social aspects, such as human rights and working conditions, should be taken into account in the development of technical screening criteria for the assessment of the environmental sustainability of economic activities. • The draft regulation contains a disclosure obligation for institutional investors who offer financial products with an environmentally sustainable objective. These investors will have to determine the sustainability level of an economic activity on the basis of the reporting by companies using the technical screening criteria. Eumedion believes it is important that the technical screening criteria are in line with the existing reporting obligations for companies, or at least with widely supported standards on sustainability reporting. This helps to limit the additional administrative burdens for institutional investors. • It is not clear to Eumedion whether the technical screening criteria should be applied to economic activities that take place outside the EU. If that is the case, Eumedion wants to highlight that sustainability reporting standards are especially in emerging economies underdeveloped. This may potentially complicate the assessment of the level of sustainability of an economic activity. Attention should be paid to this. • A lot of institutional investors pursue a sustainable investment strategy that is focused on sectors and companies with a high sustainability potential. These investors use their shareholder rights to stir those companies to a more sustainable direction. Eumedion is of the opinion that this contributes to the underlying objectives of the draft regulation. It is therefore important that the draft regulation takes into account institutional investors who have such a sustainable investment strategy. • Eumedion notices that representatives of companies are underrepresented in the expert group that develops the technical screening criteria. Eumedion attaches importance to that representatives of companies are involved in the development of the technical screening criteria, or that they are allowed to share their vison during the process (e.g. by involving them as observers). • Eumedion is a proponent of a public consultation on the draft technical screening criteria. Furthermore, Eumedion advocates extending the application period from 6 months to 24 months after the adoption of the delegated acts. In particular institutional investors who already offer one or more financial products with a specific sustainable objective need sufficient time to get familiar with the rules and apply them.
Read full response

Response to EU Company law upgraded Package:digital solutions and providing efficient rules for cross border operations of companies

6 Jul 2018

Eumedion's response to the proposal for a directive amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (COM(2018) 241 final) Eumedion, representing the interests of 65 Dutch and non-Dutch institutional investors who have more than € 5 trillion assets under management, welcomes the opportunity to give feedback. Eumedion agrees with the remark in the explanatory memorandum that currently there is no clear framework to ensure effective protection of shareholders and that the protection offered to shareholders may therefore be ineffective or insufficient. Against this background, Eumedion welcomes that the European Commission is now proposing to close some important loopholes in the protection of shareholders. Most of the new elements of the proposal can count on Eumedion's support. In particular Eumedion supports the introduction of an European procedure for cross-border conversions and divisions, the introduction of a structured and multi-layered procedure by the competent authorities of the Member States concerned, the introduction of harmonised minimum rules for the protection of shareholders (e.g. requirements with respect to the information that needs to be provided to shareholders, expert reports, voting requirements for decision-making by the AGM, the right to exit in exchange for an adequate compensation and to challenge its amount before the court and, if applicable, against the share-exchange ratio). Notwithstanding our general support, we have the following suggestions: • In practice it is still common that a company ‘bundles’ voting on matters related to cross-border mergers. Altice and Fiat Chrysler Automobiles are recent examples of companies that materially changed their corporate governance structure (by introducing dual-class shares and loyalty shares respectively) in connection with or on the occasion of the cross-border merger. Eumedion believes that shareholders should be able to vote separately on governance and control-related provisions that are related to a cross-border conversion, merger or division and advises to adjust the proposal accordingly. Shareholders will otherwise not be able to judge the different proposals on their merits and include that in their decision-making. • Shareholders who did not vote in favour of a cross-border conversion, merger or division or who have no voting rights have the right to exit the company (dispose of their shares) and receive an adequate compensation. Eumedion believes that shareholders who have abstained from voting or were absent should not be entitled to this exit right. Furthermore, it should be clarified how shareholders can demonstrate that they meet the condition that they did not vote in favour. Is the voting confirmation that can be asked on the basis of the revised shareholder rights directive sufficient in this respect? • The proposal states that parties that use their exit right can dispose their shares (in exchange for an adequate compensation) to the company, the remaining shareholders or third parties. It is not clear to Eumedion what implications this entails for shareholders. Eumedion believes that it should be clarified that shareholders can not be forced to acquire the shares from parties that use their exit right against their will. Furthermore, Eumedion believes that the financial consequences of the use of the exit right for the company, the remaining shareholders or third parties should be addressed in the proposal for a cross-border conversion, merger or division. • Although Eumedion endorses the importance of lowering administrative burden for micro and small enterprises, she believes that this should not be at the expense of effective shareholder protection. Eumedion is of the opinion that examination by an independent expert should also be mandatory in case of micro and small enterprises. Therefore, Eumedion advises to delete the proposed exemption.
Read full response

Response to Public consultation on minimum requirements in the transmission of information for the exercise of shareholders rights

8 May 2018

Eumedion, representing the interests of 65 Dutch and non-Dutch institutional investors who have more than € 5 trillion AuM, welcomes the opportunity to give feedback. The poor performance of the chain of intermediaries makes it very difficult and often very costly for shareholders to exercise their shareholders rights. Eumedion generally welcomes the proposals as set out in the draft document, particularly the minimum requirements on: the meeting notice (art. 4), the confirmation of entitlement to participate in a general meeting (art. 5), the notice of participation (art. 6) and the confirmation of the receipt and recording and counting of votes (art. 7). Furthermore, Eumedion is very supportive of defining harmonised deadlines for intermediaries (art. 8 and 9) and requiring intermediaries to provide information about third parties who are authorised by shareholders (table 2). These measures will lead to a more EU harmonised and standardised system for proxy voting which may lead to a higher voting turnout at general meetings. Eumedion considers minimum requirements as a step in the right direction, but is of the opinion that the effective exercise of shareholders rights can be better achieved via maximum requirements. Notwithstanding our general support, we have the following suggestions: • The sentence that the first intermediary can also act in the role of last intermediary in the definition of ‘first Intermediary’ (art. 1 (9)) should be clarified. We assume that is meant that information from the issuer is transmitted down the chain of intermediaries (via the first intermediary) and that information from the shareholders is transmitted the other way around (via the last intermediary). • Issuers should, if applicable, indicate how the initial date of shareholding is to be determined (table 1). In practice shares are bought and sold in tufts. This makes it difficult to determine what the initial date of shareholding is. We advise to clarify what is expected from issuers in this respect. • It is confusing that the record date from art. 1 (7) deviates from the record date of the directive. Therefore, we advise to use another term in the Implementing Regulation e.g. ‘issuer record date’. • The last intermediary is the intermediary who provides the securities account for the shareholder who holds the shares on its own behalf (art. 1 (6)). We advise to clarify whether this includes shareholders who hold shares in their own name, but on behalf of another natural person or legal entity. • We believe it should be reflected in art. 5 (1) that the shareholder should be informed by the last intermediary if the entitled position is known or transmitted to the issuer and first intermediary. • The response to the request to disclose shareholder identity shall be provided and transmitted by each intermediary to the addressee defined in the request (art. 9 (6) (par. 2) and table 1). We advise to clarify whether it is possible to indicate the next intermediary as addressee. • As the Implementing Regulation is focused on the facilitation of the exercise of shareholders rights, shareholders should be granted the longest appropriate time to reflect on shareholder actions. Against the background of further innovations in communication technology, we believe it is disproportionate to allow the last intermediary to set a deadline requiring any shareholder action three business days prior to the issuer deadline or record date. Therefore, we are of the opinion that the deadline mentioned in art. 9 (4) (par. 3) should be changed into 1 business day. • It should be clarified in the recitals that the minimum requirements with respect to the facilitation of the exercise of shareholders rights also apply when omnibus accounts are used. • It is not clear to us whether the sentence ‘unless agreed by the shareholder’ in art. 2 (4) refers to the situation where a shareholder agrees to use not generally available tools and facilities.
Read full response

Response to Review of the European Supervisory Authorities

23 Jan 2018

EUMEDION POSITION ON THE PROPOSAL FOR A REGULATION STRENGTENING THE ROLE OF THE EUROPEAN SUPERVISORY AUTHORITIES COM (2017) 536 FINAL Eumedion, representing the interests of 65 Dutch and non-Dutch institutional investors with over € 5 trillion assets under management and who invest in almost all European listed companies, welcomes the opportunity to give feedback on the European Commission’s proposal for a Regulation to strengthen the role of the European Supervisory Authorities (ESAs). We have concerns regarding a number of proposals, particularly the following: 1) The proposal to change the funding structure of the ESAs. Eumedion has problems with this proposal and fears that it will lead to higher instead of lower supervisory costs for the Dutch financial sector. First, due to the replacement of the fixed contribution from the EU General Budget by a balanced contribution, it is expected that a larger part of the total costs will be borne by the financial sector. Second, according to the Dutch Government, the proposal will lead to more than a doubling of the fee of the Dutch financial sector compared to the current situation. Third, the ESAs will have to incur extra costs in order to ensure that they can perform their new tasks. Eumedion considers an increase of the supervisory costs undesirable. Higher supervisory costs are expected to be passed on by financial institutions to their clients and ultimate beneficiaries. Therefore: the proposal to change the funding structure of the ESAs should be cancelled. 2) The proposal that the ESAs should take account of the integration of environmental, social and governance (ESG) related factors when carrying out their tasks. Eumedion is of the opinion that financial institutions should consider relevant ESG risks into their investment decision-making process, and that the national supervisors should monitor their compliance. Eumedion can imagine that the ESAs can fulfill a coordinating role. Nevertheless, based on the proposal it is not clear to us how this coordinating role will be put in place and what the scope of that coordinating role will be. Therefore: clarification of the role of the ESAs with respect to risks related to ESG factors is needed. 3) The proposal to entrust the ESAs with the power to impose fines and penalty payments of an administrative nature when financial institutions or market participants fail to comply with requests for information from ESAs. Eumedion is of the opinion that as long as there is national supervision, enforcement should run through the national supervisors. Therefore: the proposed mechanism to strengthen the enforcement of the ESA's right to collect information should be cancelled. 4) The proposal that ESAs can set EU-wide priorities for supervision. It may be possible that, in view of developments on the national financial markets, a national supervisor believes it is necessary to set different national priorities for its supervision. Therefore: it should be possible for national supervisors to set their own supervisory priorities notwithstanding the EU-wide priorities for supervision. The following element deserves to be strengthened: 1) Currently there are no procedural safeguards for the publication of questions and answers (Q&As) by ESAs about the application of European legislation. Given the importance attached to these questions and answers in practice, Eumedion is of the opinion that setting safeguards is desirable. Therefore: the ESAs should – like is already the case for draft guidelines and recommendations – request opinions or advice from the stakeholder groups about draft Q&As with respect to the application of European legislation.
Read full response