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ProfessionalsPublicatiesInternationale berichtenArchief internationale berichtenCESR tweede consultatie Transparantierichtlijn

 

CESR tweede consultatie Transparantierichtlijn

CESR: tweede consultatie Transparantierichtlijn

De inhoud van dit tweede consultatiepaper geeft gehoor aan de opmerkingen die zijn ontvangen tijdens de eerste consultatie van CESR's draft technical advice on dissemination and storage of regulated information van oktober 2004 en CESR's proposed advice regarding notification of major holding of voting rights, half yearly reports, equivalence and procedural arrangement van december 2004. 

Het originele bericht vindt u hieronder.

CESR launches a second consultation on dissemination of financial information and other implementing measures of the Transparency Directive

CESR published today for a second round of consultation, its draft technical advice (Ref. CESR/05-267) on possible implementing measures covering five aspects of the Transparency Directive:

  • dissemination of regulated information
  • notification of major holding of voting rights;
  • half yearly financial reports;
  • equivalence of transparency requirements for third countries issuers;
  • the procedural arrangements whereby an issuer may elect its 'home Member State' competent authority for the purposes of the Directive.

The content of this second consultation paper responds to comments received during the  consultation on CESR' draft technical advice on dissemination and storage of regulated information published in October 2004 (Ref: CESR/04-511) and CESR's proposed advice regarding notification of major holdings of voting rights, half yearly reports, equivalence and procedural arrangements published in December 2004 (Ref: CESR/ 04-512c). 

Regarding:

Dissemination of regulated information (such as price sensitive information, half yearly financial reports, interim management statements, major shareholdings information):

CESR proposes a set of minimum standards that issuers should meet when disclosing regulated information. These principles include that the information should be made available to consumers without delay (particularly if the information is of a price sensitive nature); issuers should benefit from free competition when choosing media operators to disseminate information; all investors should have access to the information and therefore it should not only be directed at specific categories of investors, but it should also be available across Europe and free of charge to investors.

CESR has chosen to remain neutral regarding which type of media should be used to publish company information. Nevertheless, CESR has sought to address concerns expressed during the first round of consultation, by specifying the types of media connections an issuer is expected to have as a matter of course in order to achieve its obligations under the Directive. These include press agencies, newspapers with a wide readership and websites dedicated to financial matters.

CESR also recommends that issuers be free to choose to disseminate all regulated information themselves or to use a third party such as a service provider or operator to carry out this function. Where service providers are used by issuers, CESR proposes that the service providers must meet the minimum standards set for an issuer and, in addition, they must ensure they can meet some more specific minimum standards such as ensuring an appropriate level of security into their mechanisms to disseminate information. They must also be able to operate on a 24 hour basis, seven days a week. CESR has also further clarified proposed rules regarding separation of functions and charges in such cases where service providers also perform other functions. CESR does not, however, propose compulsory approval of service providers.

Notifications duties of major holding of voting rights in companies whose securities are admitted to trading on regulated markets (Chapter II). The key aspects of this part of the advice are:

  • A clarification regarding how shareholders should fulfil their notification duties when the voting rights attached to their shares have been passed to someone else, so called 'Article 10 situations'.
  • CESR's advice seeks to provide greater convergence regarding the information requirements that shall be included in the standard notification forms, and consults on a few technical issues, such as the resulting situation when a notifiable interest is no longer held.
  • Greater clarity in relation to the question of independence to be complied with by a management company wishing to benefit from the exemption of aggregating holdings. CESR therefore develops, in this consultation, practical guidance on how to demonstrate that the test of independence is fulfilled. 

Specific implementing measures on half yearly reporting (Chapter III) CESR received strong support for its proposals in the previous consultation.

Equivalence of third countries' requirements with those disclosure requirements established under the Transparency Directive: Briefly, CESR's proposed approach is to test equivalence by looking first at the key principles and objectives of the different disclosure requirements of the Directive and then to establish what a third country's framework has to include in order to be deemed to be equivalent. It is worth noting here again that the advice proposed by CESR in this paper should be seen as separate, although consistent, with the advice that CESR will in parallel develop on GAAP equivalence. This consultation paper develops further the concepts that will be used to establish equivalence.

A second aspect of the EC mandate on equivalence relates to the issue of independence requirements for third countries' management companies and investment firms. Following support in the consultation for CESR's initial suggestions, CESR does not propose a separate test of equivalence in this regard and therefore these firms are under the same test of independence as EU firms. The assessment of equivalence by regulators will be co-ordinated by the members through CESR in the near future.

Responses to the proposed advice are welcomed by 27 May 2005 and can be submitted online via CESR's website under the heading "consultations".  CESR will also be hosting a public hearing in the week of 16-20 May 2005 at CESR's premises in Paris. The date will be confirmed shortly via the CESR website. All those wishing to attend the open hearing can register via the CESR website under the heading "hearings".