SRD2 – UK Transposition At A Glance
The Shareholder Rights Directive II (SRDII) has finall arrived. Here are the key milestones for issuers, intermediaries, asset managers and proxy advisors.
Minerva has a range of services for asset owners and managers to help them ensure a smooth transition to the new regulations. Find out how our advanced systems and expert analysts can help with your SRDII implementation.
Contact hello@minerva.info today for more information or check out the status of national implementation measures.
| Requirement | Applies To | Deadline | Regulation/Rule | Observations |
|---|---|---|---|---|
| Vote Confirmation | Issuers & intermediaries | September 2020 | EU Commission Implementing Regulation 2018/1212 | The EU Implementation Regulation provides a template for submitting and responding to vote confirmation requests. Confirmation is two stage: Receipt of votes – Immediate ConfirmationRecording and counting – within 15 days of the request or the date of the meeting, whichever is later. |
| Shareholder Identification | Issuers & Intermediaries | September 2020 | EU Commission Implementing Regulation 2018/1212 | The UK Companies Act already allows issuers to request the identity of any shareholder with share or “any interest” in the company. The Implementing Regulation provides standards and templates for requesting and transmitting information. Specifically, shareholder ID must be provided by the intermediary on the business day following the record date or the receipt of the request, whichever is later. |
| Voting Data Transmission | Issuers & Intermediaries | September 2020 | EU Commission Implementing Regulation 2018/1212 | The Implementing Regulation provides templates for how meeting related information should be organized and transmitted (“without delay”). Issues covered by the template include: the notice of meeting, agenda items, deadlines, voting rights, shareholder participation in the general meeting and shareholder voting instructions. |
| Proxy Advisor Code of Conduct | Proxy Advisors | 21 June 2019 | Part 2, The Proxy Advisors’ (Share-holders’ Rights) Regulations 2019 | Proxy Advisors are required to register with the FCA as a proxy advisor by April 2020. Further, they are required to disclose: Which code of conduct (“the Code”) they apply; and if they depart from any of the recommendations contained in the code, The reasons for departure from the code recommendations and explanation of any alternative measures. |
| Remuneration Reporting & Shareholder Vote on Remuneration | Issuers | N/A | N/A | Minor changes to remuneration reporting covering service contract lengths and average change in employee pay will be updated. When a policy does not receive shareholder approval, a new policy must be submitted for approval at the next AGM. |
| Related Party Transactions | Issuers | 10 June 2019 | DTR 7.3 | New standards for board approval and public announcement of material related party transactions for both premium and standard listings. The materiality threshold of 5% is tested against assets, profits, market capitalization or gross capital. Shareholder approval and a third-party report of material transactions is only required for premium listed securities. |
SRD 2 for Asset Managers
| Requirement | Deadline | Regulation/Rule |
| Disclose an engagement policy | 10 June 2019 | Section 2.2B 5-6 FCA Conduct of Sourcebook of the Business |
| Disclose engagement and voting behaviour | First full annual reporting period after 10 June 2019 | Section 2.2B.7 of the FCA Conduct of Business Sourcebook |
| Disclose investment strategy and implementation | First full annual reporting period after 10 June 2019 | Section 2.2B.9 of the FCA Conduct of Business Sourcebook |