The Shareholder Directive - SRD II

15.10.2021

Since 2009, the European Union has made great strides to address areas of weakness in the asset protection framework through most, if not all, areas of the financial markets. This has been a systematic process that has focused, in large part, on addressing the behaviour of large institutions and market infrastructures.

However, an important piece has come to the fore and that is assuring the rights of all shareholders of equities listed in the EU and to a certain degree those of an issuer. In order to achieve this, the original Shareholder Rights Directive (SRD) that first codified corporate governance rules for EU companies and entitlement to shareholder rights across borders, was revised.

The SRD II (Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC) takes this further. The Directive shall be read together with the Commission Implementing Regulation of 3 September 2018 that lays down minimum requirements to implement the provisions of the Directive that shall be transposed into national law by all EU Member States. 

Transposition

National governments are allowed a degree of latitude in some of the areas of the directive and all market participants should monitor these variations. Clearstream has been working closely with authorities in both Luxembourg and Germany to inform and shape the final national legislation.

Further details on the transposition of the directive into German and Luxembourg law can be found in the Frequently asked questions attached below.

Impact

The directive has ultimately impacted long established responsibilities, procedures and the systems that support them in delivering all corporate actions and proxy voting by all intermediaries in a custody chain. This covers all aspects of SRD II such as the identification of shareholders, transmission of information, facilitation of exercise of shareholders rights, general meeting notifications and instructions, the transparency of institutional investors, asset managers and proxy advisors, remuneration of directors and related party transaction. Final intermediaries in a custody chain in particular have to review their interaction with the ultimate shareholder in order to identify where improvements need to be made.

Clearstream contribution to improve operational efficiency

Clearstream has actively participated in working groups at both the national and pan-European levels to ensure that changes improved operational efficiency.

At Clearstream we have supported our customers as of day one from shareholder identification to proxy voting.

Related Links

Announcements

Date of last update

CBL and CBF OneClearstream

CBF Legacy

Description

24.09.2021

C21047

Xact Web Portal: New General Meetings Functionality

24.09.2021

C21031

D21025

ISO 20022 rollout for general meetings - Update

21.09.2021

C21043

D21037

Shareholder Communication Enhancement (SCE): Customer testing approach for ISO 20022 rollout for General Meetings – Update

05.07.2021

C20030

 

Xact Web Portal: Introduction of New Shareholder Identification module – Update

02.07.2021

C20019

 

Shareholder Rights Directive II: Clearstream’s connectivity enhancements for shareholder identification and general meeting services - Update IV

18.02.2021

 

D20039

Shareholder Identification Request: How CASCADE customers can subscribe to the Report - Update

01.12.2020

C20058

D20057

Xact File Transfer: Introduction of new shareholder identification connectivity channel

Further Information: User Guides, FAQs, Press Release, Spotlight

Date of last update

Type of document

Description

October 2021

User Guide

SWIFT ISO 20022 General Meeting Messages - Pre-issue

September 2021

Test Guide and Test Case Description

Shareholder Communication Enhancement (SCE) – ISO 20022 Rollout for General Meetings – Test Guide and Test Case Description

September 2021

Customer Test Registration Form

Shareholder Communication Enhancement (SCE) – ISO 20022 Rollout for General Meetings – Customer Testing Registration Form

September 2021

Test Issue Declaration Form

Shareholder Communication Enhancement (SCE) – ISO 20022 Rollout for General Meetings – Test Issue Declaration Form

October 2020

User Guide

Shareholder Identification under the Shareholder Rights Directive II SWIFT ISO 20022 User Guide

August 2020

Press Release

WM Gruppe supports Clearstream in shareholder identification under SRD II

March 2020

FAQs

Clearstream Banking Shareholder Rights Directive II

October 2019

Spotlight

Supporting the adoption of ISO 20022

External Links

Website of

Description

European Banking Federation (EBF)

SRD II Market Standards

European Central Securities Depositories Association (ECSDA)

Shareholder Identification Directive II

Bankenverband

Interpretation Guidance for German Market (BdB)

Securities Market Practice Group (SMPG)

SRD II Shareholder Identification Issuer Agents List