Arthur Morgan (Louth, Sinn Fein)
Link to this: Individually | In context

Question 142: To ask the Tánaiste and Minister for Enterprise, Trade and Employment if the main purpose of the Shareholders Rights Directive 2007/36/EC Regulations 2009 signed on 6 August 2009 is to enhance the rights of shareholders; if these enhanced rights include access to possible election as a director of financial institution at an AGM or EGM; if covered institutions are subject to this directive; and if covered institutions are adhering to this directive, referring in particular to a bank (details supplied). [12613/10]

Mary Coughlan (Donegal South West, Fianna Fail)
Link to this: Individually | In context

The purpose of the Regulations referred to by the Deputy is to implement the Shareholders' Rights Directive on the exercise of certain rights attaching to voting shares in relation to general meetings of listed companies. The Regulations, transposed as S.I. 316 of 2009, apply to companies whose registered office is in the State and whose shares are admitted to trading on a regulated market situated or operating within a Member State. In practice this means companies listed and trading on the Main Market of the Irish Stock Exchange as well as any company trading on a regulated market in another Member State having its registered office in Ireland.

The main provisions of the Regulations are as follows:

?Provides for shareholder participation across borders without the need to physically attend meetings, notably through the exercise of voting rights electronically;

?Obliges companies to answer shareholders' questions at general meetings;

?Obliges companies to publish documents and information regarding a general meeting on their website, including the result of votes taken;

?Allows shareholders representing at least 5% of the voting shares in a company the right to call a general meeting (previously a holding of 10% was required);

?Allows shareholders holding 3% of the issued share capital and representing at least 3% of the voting shares in a company the right to put items on the agenda and table draft resolutions for an annual general meeting; and

?Strengthens shareholders' rights in relation to the appointment of proxies at general meetings.

There is no provision either in the Directive or the transposing Regulations providing specifically for access to possible election as a Director of a Financial Institution.

It is assumed that the Deputy's reference to covered institutions refers to those institutions covered by the Bank Guarantee Scheme. The Regulations only apply to the two main banks. The Office of the Director of Corporate Enforcement (ODCE) is responsible for enforcement of the Regulations. If the Deputy is aware of any instances of non-compliance on the part of the institutions subject to the Regulations, he should communicate these to the Director of Corporate Enforcement who is independent in the exercise of his statutory functions.