In these Articles the following terms shall have the following meanings:
1.1 address means in relation to electronic communications includes any
number or address used for the purpose of such
communication
1.2 Annual Conference means the annual conference of ICGN referred to in Article 9.1
1.3 Annual General Meeting means the annual general meeting of the members of ICGN
1.4 Articles means the Articles of Association of ICGN, as amended from
time to time
1.5 Associate Member means a person who becomes a member of any class of
aIdentification of shareholders
In article 3 sub 1 of the current Proposal a provision is included that Member States ensure that
intermediaries offer to companies the possibility to have their shareholders identified. In the
context of the EU regulatory framework, we believe that registered shareholders should provide
the company with the identity of beneficial owners or holders of voting rights when requested in
a timely manner.
Several EU Member States have already adopted legislation that enables companies to identify
their beneficial owners or holders of voting rights. Whereas this enhances the opportunity for
companies to enter into a dialogue with their investors, ICGN is also of the opinion that
shareholders should have the possibility to benefit from the shareholder identification
framework. Therefore shareholders that want to distribute information related to the exercise of
shareholder rights to other shareholders should be provided with the opportunity to make use of
available shareholder identification instruments. An example could be a situation where a
shareholder has filed a shareholder proposal and wants enter into a dialogue with fellow
shareholders. This is in line with the EC objectives of encouraging more cooperation between
shareholders themselves.
ICGN would be supportive of having a relatively low threshold included in a provision in article 3.
We support recent compromise text whereby only holders of >0.1% of a company’s outstanding
share capital would be identified through available instruments. This minimum threshold
ensures that corporations are able to identify their main shareholders, while at the same time
respects the anonymity of investors with limited exposure. This is consistent with the spirit of
the Directive in terms of enhancing the effectiveness of company and shareholder engagement.