CESR consultatie Transparantie Richtlijn

CESR: consultatie Transparantie Richtlijn

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CESR sets out consultation on better transparency of voting rights and financial information from foreign issuers

CESR published today for consultation, its second set of advice on possible implementing measures covering different aspects of the Transparency Directive (Ref. CESR/04-512c), in particular:

• 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.

This second consultation paper complements CESR first consultation paper which was released on 27 October 2004 and which focused on the issue of dissemination of regulated information which will form part of the technical implementing measures of the Transparency Directive. In addition, the first consultation paper set out CESR's thoughts on how one might develop a single access point for EU investors to obtain financial information on EU issuers (ref CESR/04-511). The consultation on this first paper will close on 28 January 2005.

Through the publication of this second consultation paper, CESR completes the first step in the finalisation of the technical advice that CESR is mandated to deliver by June 2005 to the European Commission so that level 2 implementing measures of the Directive can be completed. The consultation on this second paper will close on 4th March 2005. The first part of the second consultation paper is dedicated to eight issues which, in the mandate from the European Commission, relate to notifications duties of major holding of voting rights in companies whose securities are admitted to trading on regulated markets (Chapter 1).

The draft advice notably clarifies the conditions and requirements that management companies and investment firms and their parent undertakings should comply with in order to benefit from the exemptions provided by the Transparency Directive. These exemptions allow a parent undertaking to avoid aggregating their own holdings, with the holdings of their management companies and investment firms for notification purposes. Further important issues covered include, the clarification of which person should make the notification when the shareholder and the holder of the corresponding voting rights is not the same person. In addition, the advice addresses various questions in relation to notifications of holdings of financial instruments. Finally, the advice  also touches on some of the more practical issues such as, the standard form to be used throughout the Community by investors (with major holdings)  which are required to make notifications and the determination of a calendar of 'trading days' for all Member States for notification purposes.

The second part of the paper (Chapter 2) covers three specific issues raised in relation to half yearly reporting. Namely, the minimum content of half-yearly financial statements not prepared under IAS/IFRS; the meaning and scope of 'major' related parties transactions which must be reported on within the half-yearly reports of issuers of shares; and, the auditor's review of half-yearly report (where such a review has been conducted).

A third chapter of the consultation paper covers the issue of equivalence of third countries' requirements with the disclosure requirements of the Transparency Directive. In this respect, CESR was requested to provide advice on the possible principles that competent authorities should apply in order to, at a later stage, establish a list of third countries which can be considered as equivalent. 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 countries' framework has to include in order to be deemed to be equivalent. It is worth noting 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.

A second aspect of the EC mandate on equivalence relates to the issue of independence requirements for third countries' management companies and investment firms. CESR proposes at this stage to approach the equivalence issue by putting the onus on the parent undertaking of the third countries companies and firms themselves, i.e. by requiring them to comply with the same conditions as those stated for EU entities (see above), instead of uniquely looking at third countries specific requirements.

Finally, the consultation paper also deals with some aspects of the procedural arrangements whereby issuers may elect their home Member State. The draft  advice addresses firstly, situations where the competent authority under the Prospectus Directive is not the same as the competent authority for the Transparency Directive and, secondly, those situations where the issuer is listed on different markets and is de-listed from one of them. 

Responses to the proposed advice are welcomed by 4th March 2005 and can be submitted online via CESR's website under the heading "consultations". 

CESR will also be hosting a public hearing on 17 February 2005 at 2:30pm at CESR's premises in Paris.  All those wishing to attend the open hearing can register via the CESR website under the heading "hearings".