Brussels, 31/01/2007 (Agence Europe) - On Tuesday 30 January, the Parliamentary committee on legal affairs adopted the report by German Christian Democrat Klaus-Heiner Lehne on the proposed directive on the exercise of voting rights for shareholders of companies quoted on the stock exchange established within the EU (see EUROPE 9106). By and large, the committee supports the Commission's proposal, which includes an aim to harmonise the rules governing the appointment of representatives to attend the AGM of a quoted company and to vote on behalf of a shareholder. The legislative proposal will also improve access to information before an AGM is held. The rapporteur announced the existence of a “compromise with the Council”, which will allow the directive to be adopted at first reading.
The MEPs add the exclusion of cooperative companies to the exclusion of undertakings for collective investment in transferable securities (UCITS) from the scope of application of the directive. They take the view that an annual general meeting should be convened at least 21 days before the AGM is held, as against 30 days in the Commission's proposal. On entitlement to attend annual general meetings, the MEPs support the Commission's proposal to abolish blocking actions - which can prevent the sales of shares in the period running up to an annual general meeting - and to replace this with a system for inclusion on the shareholder register. The deadline for inclusion on this register should not exceed 30 days before the AGM, in the view of the Parliamentary committee. Lastly, the MEPs would like to make proxy voting easier. They believe that the person designated as a representative of the shareholder should only take on their legal capacity. The member states could nonetheless keep rules in place to avoid conflicts of interest between the shareholder and the proxy-holder. There can be a conflict of interest when the representative is also a major shareholder of the quoted company (or a member of his or her family), has a seat on the board of directors or the supervisory board (or a member of his or her family) or is involved in the auditing of the company. (mb)