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Task Force Shareholder Transparency

About

On 9 December 2009, the T2S Advisory Group agreed to set up a Task Force with broad market representation in order to analyse shareholder visibility in view of fostering market harmonisation and European integration ( summary ).

Subsequently, at its meeting on 15 January 2010, the Advisory Group approved the mandate of the new Task Force ( summary ) and the members were selected. The Taskforce’s first meeting will take place on 16 March 2010.

The Taskforce has subsequently prepared its final report and will present it at the Advisory Group meeting on 7 March 2011 ( download ) .

The Taskforce has also finalised a comprehensive market survey of shareholder transparency regimes in Europe ( download ).

Mandate

1. Introduction

On 14 October 2009, the T2S Team organised a workshop for analysing a specific area of interest for the issuers related to the T2S project implementation. The workshop focused on the challenges anticipated by issuers in identifying their shareholders in a cross-border environment. All participants agreed that T2S is not the cause of the problem itself but the success of T2S in enhancing cross-border activity could negatively affect shareholder transparency.
As an outcome of this workshop, issuers and issuer agents presented a request to the 9-10 December 2009 T2S Advisory Group (AG) meeting. The request made the case for the AG to further explore the possibilities of harmonisation in cross-border shareholder transparency rules and procedures as well as the need to further discuss proposals for a technical solution to the matter.

The AG acknowledged the concern of the issuers and agreed to set up a Task Force in order to analyse the shareholder transparency issue in view of fostering market harmonisation and European integration. The analysis should be neutral and open, not necessarily presuming that T2S will be the solution to the problem. The current T2S Programme Plan for delivering version 1 of T2S platform should not be affected by this initiative.

The mandate is presented to the 15 January 2010 AG meeting for approval.

2. Mandate

The AG mandates the Task Force to:

  • explore, in coordination with the European Commission initiatives, the prospects of EU legal harmonisation in cross-border shareholder transparency;
  • assess the possibility of harmonised market practices in disclosing shareholders information in the different T2S relevant jurisdictions;
  • further discuss, in parallel to the legal harmonisation talks, alternative proposals as to the establishment of a technical solution for the cross-border exchange of shareholders information, and;
  • provide the T2S AG with a progress report on these aspects for its September 2010 meeting.

The Task Force Chairperson should report to the AG on the progress of the Task Force’s proceeding and seek guidance where required. The mandate of the Task Force should be valid until September 2010.

3. Composition

The Task Force will be composed of:

A Chairperson, appointed by the AG Chairperson
The Chairperson shall (1) decide on the frequency, format and agenda of the meetings; (2) conduct the Task Force meetings; (3) invite external experts and/or ECB T2S Project Team members to the Task Force meetings on a specific topic; (4) represent the Task Force in liaisons with other relevant European bodies and initiatives; (5) report to the AG.

Rapporteur
The Rapporteur shall be a member of the ECB T2S Project team and (1) co-ordinate the organisation of the meetings and relevant documents; (2) support the Chairperson in the preparations for the Task Force meetings; (3) draft the outcome of the meetings; (4) support the Chairperson in liaisons with other relevant European bodies and initiatives; (5) support the Chairperson in preparations for reporting to the AG.

Members appointed by the AG Chairperson
Members shall (1) represent expertise on shareholder transparency related principles and processes; (2) have good knowledge of the T2S URD and market practice on the topic, (3) preferably participate also in other European initiatives related to the harmonisation of shareholder transparency.

Participants in the Task Force shall provide adequate resources anticipated for achieving progress within a short time period. Participation to the Task Force is on a strictly personal basis. Should a member be unable to attend a meeting, he/she will in general not be able to designate an alternate. Exemptions to this rule can only be granted by the AG Chairperson. In addition, regular attendance is a pre-requisite for membership in the Task Force and membership will cease should a member be absent for a total of more than two meetings.

When a member leaves the organisation he/she represents, his/her membership will cease with immediate effect and his/her entity may propose a substitute member to the AG Chairperson.

Working procedures

Meetings
The Task Force should meet (or hold a teleconference) as regularly as required for fulfilling its mandate. The exact frequency, form and participation of the meetings is ultimately a decision of the Chairperson of the Task Force. When considered feasible, written procedures may be applied.

Interactions with other initiatives and forums
The Task Force should co-operate with industry initiatives currently ongoing in the area.

Transparency
All documents that are discussed by the Task Force are posted on the T2S WebPages to ensure full transparency. In exceptional cases, the Chairperson may decide not to post individual documents on the T2S WebPages if she/he considers such documents to be of confidential nature.

Meetings Members
Function Name Organisation
Chairperson Mr Paul Bodart The Bank of New York Mellon
Rapporteur Mr Benedict Weller ECB
  Dr Konrad von Nussbaum Allianz SE
  Ms Françoise Nikly Cyrot ARLIS/BNP Paribas Securities Services
  Mr Giuseppe Lazzari Assonime-Emittenti Titoli
  Mr Juan Prieto Banco Santander
  Mr Diedrech Lange Bundesverband Deutscher Volksbanken
  Mr Michale Kempe Capita Registrars Ltd
  Mr Thomas Rockstroh Clearstream
  Mr Pieris Theodorou Cyprus Association of Public Listed Companies
  Ms Diana Predescu Depozitarul Central SA
  Mr Hannu Ylänen Confederation of Finnish Industries
  Mr Mohamed M'Rabti Euroclear
  Mr Licinio Silva Interbolsa
  Ms Loretta Milani Monte Titoli
  Mr Markus Kaum Munich RE
  Ms Susan Henderson Smith & Nephew plc
  Mr Chris Prior-Willeard The Bank of New York Mellon
  Mr Christain Darville VBO-FEB
  Mr Jacob Arenander VP Securities
Observer Mr Matthias Schmidt-Gerdts European Commission