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Stowarzyszenie Emitentów Giełdowych

SEG

The Polish Association of Listed Companies is a self-government organization of companies listed on the Stock Exchange, in which the membership is voluntary.

Lobbying Activity

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

25 Mar 2025

The Polish Association of Listed Companies would like to provide the following feedback (attached) regarding draft Commission Delegated Regulation amending Commission Delegated Regulation (EU) 2021/2178 as regards the simplification content and presentation of information to be disclosed concerning environmentally sustainable activities and Commission Delegated Regulation (EU) 2021/2139 and (EU) 2023/2486 as regards simplification of certain technical screening criteria for determining whether economic activities cause no significant harm to environmental objectives.
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Response to Savings and Investments Union

7 Mar 2025

1. S&IU should focus on converting savings into investments. This could be achieved by allowing EU retail investors to buy shares of any company listed on other EU regulated markets. This obvious postulate is not met in practice despite decades of integration of EU capital market. Although no EU regulation forbids EU citizens to invest on foreign EU regulated markets, in practice it is possible only in relation to the biggest companies. High transaction costs combined with low value of transaction (resulting not only from the financial capacity of investors, but also even to higher extent from low volume of trading, limiting the value of single transaction) makes cross-border investment in small companies irrational from economic perspective. Actions to be taken: Analysing cross-border fees relating to transactions in small companies (including the factor of small value of single transaction resulting from low liquidity) If the level of the above fees exceeds the reasonable cost of transaction undertaking efforts to limit this level (e.g. by introducing maximum fees or by introducing competition possibility of direct trading on exchanges without intermediation of investment firms). Possibility of cross-border investments by retail investors should be introduced in practice together with introduction of ESAP. Otherwise whole ESAP project would bring no added value professional investors dont need new tool for access to information, since they have professional vendors of financial information. So if ESAP is for retail investors, they should get not only access to information, but also the possibility to use this information for making transactions paying reasonable fee. 2. Allowing for more risk on capital market. Retail investors protected from risk are at the same time deprived of profits. And if the risk and profit levels are similar to banking system, there is no reason for them to migrate from savings to investments. The level of regulation on EU capital market is appropriate for the most important market players (multinational companies, big exchanges, international financial institutions), but is devastating smaller market participants. Big companies have no reason to start listing if they were able to grow without stock exchange, they are able to get cheap financing outside capital market. And even if they start listing, their potential of further growth is very limited. Great capital market stories were written by small companies, which had business concept too risky to be financed by banks. But the current level of requirements prevents small companies from listing. Actions to be taken: Analysing the costs and benefits of listing from the perspective of small company If the cost/benefit relation proves to be discouraging from listing by small companies undertaking measures to cut the costs and to increase the benefits. 3. Creating central EU primary market for commercial bonds for retail investors. At the moment this market is very fragmented, so acquiring bonds on primary market is a very complicated process. If we want to convert savings into investments, bonds are ideal measure for smooth transition from bank deposits into safe securities and then into investment in shares. Actions to be taken: Analysing practical possibilities of buying bonds by retail investors on primary market Creating one-stop-shop for retail investors, so they could buy commercial bonds in easy (one place), safe (bonds admitted to trading on EU regulated markets) and cheap (low fees) way. 4. Creating fair pan-EU taxation rules relating to capital gains in any form (real estate, savings, investments etc.) recognising the risk related to various types of savings or investments. Actions to be taken: Analysing the taxation of particular types of savings and investments If the taxation favours any types of savings or investments undertaking measures to make taxation fair.
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Response to European Sustainability Reporting Standards

5 Jul 2023

SEG (Polish Association of Listed Companies) appreciates the opportunity to provide comments on the European Sustainability Reporting Standards (ESRS) first Set. We welcome the further reduction and modifications of the reporting requirements in order to reduce reporting burden and costs for companies. However, the EC proposal to strengthen the materiality assessment should be also applied to financial market participants (FMP) and lead to the introduction of the same materiality approach in the SFDR. On the basis of the public disclosure of ESG data under ESRS by companies in scope of CSRD, FMP will have the access to mandatory disclosures under ESRS 2 and topical disclosures which have been assessed by reporting undertaking as material, therefore FMP under SFDR should be allowed to disclose PAI which are based on ESG data that are material for particular companies and not be forced to collect also ESG data which are assessed by some companies as not material and which have not been prepared and disclosed under ESRS. The SFDR and ESRS should be consistent and have a common approach, otherwise the different approaches will further disturb the sustainable finance system and hinder the FMP to appropriately meet their SFDR requirements. Our additional general comment, which is provided in more detail to par.119 of ESRS 1, refers to the option for reporting undertakings to apply incorporation by reference. As the CSRD did not envisage such solution to provide some ESG data in external documents and the transposition of CSRD into the laws of all Member States will also not envisage such solution, there is a need for further clarification of the rules for undertakings in this regard. The additional clarification in ESRS should be aimed at avoiding any negative interactions between obligations for companies stemming from the CSRD which will apply to them via national laws and the direct application of ESRS provisions regarding incorporation by reference. In our view the current provisions in ESRS might create interpretation and application problems with regard to: 1) the access to all ESG data of a reporting undertaking via the court/business registers and the future ESAP system; 2) the audit of sustainability reporting and the access of users to the audit opinion on ESG data provided in external documents (outside the management report) if there is a split of audit of sustainability reporting (which also has not been allowed and envisaged by CSRD amendments to the Accounting Directive, Transparency Directive and Audit Directive); 3) the use of exemption from sustainability reporting when (higher level) parent company provides consolidated sustainability information in its consolidated management report (the conditions in CSRD do not envisage the case when some consolidated ESG data are provided in other external documents). These issues are also of importance for issuers and supervisory authorities because under the CSRD all ESG data are to be presented in a separate section of the management report which is a mandatory element of their annual reports. When ESG data will be provided outside the management reports, there will be no rules on including the external documents in the annual reports. In our view ESRS should ensure that all ESG data are available for users in the court/business registers and the future ESAP system hence ESRS should be in line with CSRD in this regard.
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Response to Initiative on EU taxonomy - environmental objective

28 Apr 2023

Polish Association of Listed Companies (Stowarzyszenie Emitentów Giełdowych SEG) welcomes the publication by the Commission of the draft Environmental Delegated Act with four annexes setting out Technical Screening Criteria (TSC) for many new economic activities. The exclusion of TSC for several sectors (food&beverages, apparel, footwear and furniture) is, however, unacceptable in our opinion and prevents SEG from supporting the Commissions proposal. Technical Screening Criteria for these sectors were drafted by the Platform on Sustainable finance (PSF) in 2022. Many of the companies operating in these sectors started in 2022 significant efforts to align with these draft TSC, expecting them to be included in annexes to the Environmental Delegated Act. Some of these companies have been negotiating with financial institutions green loans or green bond issuances based on Taxonomy-alignment KPIs to be executed once the final criteria become law. The recent publication of the draft Environmental Delegated Act revealed that the Commission decided to exclude the above-mentioned sectors and deprive them of the possibility of Taxonomy-alignment. That decision is against PSFs recommendation and was not explained by the Commission (the draft Environmental Delegated Act mentions a Staff Working Document on p. 4, but this SWD was not published by the Commission), therefore it is in breach of the due process in our opinion. Exclusion of TSC for these sectors has several significant negative consequences for companies operating in them: 1. These companies will not be able to report their Taxonomy-alignment 2. They will still face exclusion from funds that include Taxonomy-alignment in asset management criteria 3. They will not be able to issue any EU Green Bonds 4. They will have no access to green loans, as banks tend to base them more and more on Taxonomy-alignment 5. Their CapEx plans that have already been aligned with the coming TSC will need to be revised 6. Strong financial incentives to sustainable transition of these companies has been lost and will not be regained soon 7. They find themselves in the same group as companies that are not Taxonomy-eligible (ex. coal mining, fossil-fuel-based energy etc.) Even if TSC for these sectors are established one day (and one may expect it not to be anytime soon), there will be a multi-year delay, so these companies will remain deprived of access to sustainable finance for many years to come. We would recommend the Commission to revise its decision and to include the TSC for food&beverages, apparel, footwear and furniture sectors in the Environmental Delegated Act.
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Response to Facilitating small and medium sized enterprises’ access to capital

28 Mar 2023

Polish Association of Listed Companies (SEG) welcomes the changes related to the liberalization of the regime introduced in Listing Act while maintaining investor protection. Deserves support: I.in Prospectus Regulation: 1.extension of catalog of cases subject to exclusion from the obligation to prepare a prospectus 2.harmonizing the threshold for the exemption of small public offerings of securities from the requirement to publish a prospectus 3.improving the prospectus for initial issues of securities offered to the public or admission to trading on a regulated market 4.replacing the simplified disclosure regime for secondary offers (Art 14) with the EU Follow-on prospectus (Art 14b) 5.replacement of Recovery prospectus (Art 15) EU Growth issuance document (Art 14b) 6.streamlining and improving prospectus verification and approval by national supervisory authorities II.in MAR: 1.removal of the requirement to publish information on the completion of individual stages of the action spread over time 2.the possibility for the EC to issue an implementing act containing an open catalog of types of inside information along with an indication of the moment when a given type of information should be published 3.proposing reasons for delaying the publication of inside information by elevating the existing interpretations contained in the ESMA guidelines on not misleading the public to the level of regulation 4.specifying the premise for ensuring the confidentiality of delayed information 5.clarification at the level of ESMA guidelines of the grounds for delaying the publication of inside information concerning the legitimate interest of the issuer 6.introduced as the rules of the obligation to keep lists of permanent access to inside information 7.clarification of the obligation to keep lists of insiders by entities acting on behalf of or for the account of the issuer 8.raising the threshold for the value of insider transactions requiring disclosure 9.with regard to small and medium-sized companies, limiting the upper limit of the max. sanction to level of 2% of annual revenues for infringement of Art 17 MAR and up to 0.8% for violation of Art 18-19 MAR Also should be modified: 1.In Art 17(4) par. 3 MAR draft introduces a change regarding the moment of informing the supervisory authority about delay. We propose to leave current version. Institution of informing the supervisory authority after the publication of delayed inside information, functioning since July 2016, has proven itself in practice. When delaying inside information the issuer should devote efforts to carry out this process. The obligation to notify the supervisory authority post factum allows better compliance with this obligation as the issuer has more time 2.Draft eliminates obligation to maintain a basic insiders list, leaving only a list of permanent access so we postulate the abolition of obligation to maintain a list of persons discharging managerial responsibilities and closely related persons (Art 19(5) sentence 2 MAR). Since the list of persons who had actual access to inside information is eliminated the list of persons who could potentially have access should also be eliminated. Alternatively we suggest leaving current wording of Art 18 MAR and in exchange for the abolition of the obligation to keep a list of persons discharging managerial responsibilities and closely related persons 3.In Art. 19(12) MAR draft adds letter c). The provision is imprecise and we request to clarified 4.In Art 30(2) MAR changes letter j, according to which sanctions for violation of Art 14-20 MAR depend on whether the entity is listed on the SME. Sanctions for violation of Art 14-20 provided for in Art. 30(2)(i) should depend on amount of salary of management of issuer. 5.We propose to introduce a provision in Art 17 MAR that it doesn't apply to inside information that is subject to the obligation to report as part of sustainability information under Directive 2022/2464/EU
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Response to EU single access point for financial and non-financial information publicly disclosed by companies

28 Mar 2022

Common capital market Full implementation of ESAP should mean not only creating common data base, but also common market meaning possibility of making transactions based on these data. So ESAP should be complemented with allowing any EU investor to buy or sell any securities admitted to trading on any EU licensed stock exchange at a moderate fee. Compensation for transparency Entities which publish the data in ESAP become more transparent, which makes EU economy safer, more predictable, better. However, preparing such data and sharing them with all market participants (including competitors) generates huge costs. Hence, the entities publishing the data in ESAP should be compensated with lower requirements e.g. in EU public procurement. Publication of data in ESAP should serve as credentials, thus limiting the requested documentation in tender procedures. Once only principle The regulation should state that no public authority within EU is allowed to demand any information from any entity if such information is published in ESAP on mandatory basis. Voluntary submission As entities publishing the data in ESAP on voluntary basis will be subject to no sanctions, there is a risk of publishing misleading or incomplete data, which could undermine the credibility of the project. The system should clearly indicate, which data are required by regulation and which ones are published on voluntary basis. Search function for investors From the perspective of investors and analysts the search function referred to in article 7.3. should also include the possibility of searching reports within defined period. Such a function would be useful in relation to reports of issuers and perhaps is not important in case of other data gathered in ESAP.
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