The Commission had already announced in the explanatory memorandum to the proposal for a directive on shareholders rights (Proposal for a Directive of the European Parliament and of the Council on the exercise of voting rights by shareholders of companies having their registered office in a Member State and whose shares are admitted to trading on a regulated market and amending Directive 2004/109/EC {COM(2005) 685 final}) that it might adopt a separate non-binding instrument on shareholders' rights supplementing this directive.
The reason for this announcement was that it had emerged from the discussions in preparation of the proposal for a directive that a number of questions may be left to a recommendation, which could be introduced independently from a directive. This conclusion was confirmed by the negotiations on the draft directive. The Services of the Internal Market and Services Directorate General have therefore decided to launch a separate public consultation on these questions. Following the consultation, an impact assessment will be carried out in order to verify the cost-benefit relation of any possible recommendation on the issues in question.
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The importance of shareholder voting for effective corporate governance has already been stressed in the Commission's proposal for a directive on the exercise of shareholders' voting rights. Although the main impediments that had been identified in the consultation process in the years 2004/2005 will be removed by the transposition of the future directive, there are other factors that influence the efficiency of the voting process.
In the explanatory memorandum to the proposal for the shareholders' rights directive, the questions of the language of meeting documents, stock lending and depositary receipts had already been mentioned. In the course of the discussions since then, additional questions that are of relevance in this context have been identified, such as, in particular, the role of intermediaries in the voting process. A number of questions concerning this issue, too, are therefore addressed in the present consultation document. When replying to these questions, it should be noted that the scope of a future recommendation would be limited to listed companies incorporated in the EU, in line with the results of the first public consultations and the scope of application of the future directive.
