Legal environment

Shareholder Rights Directive

Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EU as regards the encouragement of long-term shareholder engagement (Shareholder Rights Directive II) was to be implemented in national law by 10 June 2019. It is mainly aimed at enhancing long-term shareholder engagement, corporate governance, performance and transparency. Shareholder Rights Directive II has the following main provisions:

• Identification of shareholders, communication of information and facilitating the exercise of rights;
• Transparency for institutional investors, asset managers and proxy advisors;
• Compensation policy and compensation report and
• Related party transactions

This has the following main effects. In the future, listed stock corporations will have the right to identify shareholders that hold at least 0.5% of the shares and request this information from intermediaries (e.g. investment firms, banks). Listed stock corporations will be obligated to prepare a compensation policy for members of company management. It must be submitted to the general meeting for an advisory vote every four years or in the event of material changes. The general meeting must hold an advisory vote on the compensation report each year. The compensation policy and compensation report must be published on the website of the respective stock corporation. Related party transactions of a listed company will require approval from the supervisory body in the future and must be publicly disclosed by the company. VIG Holding has established the measures needed to comply with the new requirements.