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The European Commission has decided to pursue infringement procedures against three Member States for failure to implement into national law certain Directives regarding transparency obligations of listed companies. Poland will be referred to the European Court of Justice over non-implementation of the Directive on transparency obligations of listed companies. The transposition deadline for the Directive was 20 January 2007. A reasoned opinion will be sent to France and Italy over non-implementation of the general implementing measures to the Transparency Directive supplementing the EU legal framework. The transposition deadline was 8 March 2008. A reasoned opinion is the second stage of the infringement procedure laid down in Article 226 of the EC Treaty. If there is no satisfactory reply within two months, the Commission may refer the matter to the European Court of Justice.
Transparency Directive – Poland
The Directive aims at raising the quality of information available to investors on companies’ performance and financial position as well as on changes in major shareholdings. This contributes to better investor protection, enhanced investor confidence and a better functioning of European capital markets and should improve the European dissemination of information on issuers, removing a barrier to cross-border investment.
The Directive completes a package of Financial Services Action Plan measures (i.e. International Accounting Standards Regulation, Market Abuse Directive and Prospectus Directive) which envisages the establishment of a common financial disclosure regime across the EU for issuers of listed securities.
The Transparency Directive requires that:
- all securities issuers provide annual financial reports within four months after the end of the financial year;
- investors in shares receive more complete half-yearly financial reports;
- those issuers who do not publish quarterly reports need to provide quarterly management statements;
- bond issuers publish half-yearly reports.
The transposition deadline for the Directive was 20 January 2007.
General implementing measures to the Transparency Directive – France, Italy
The Commission adopted measures in 2007 to supplement the EU legal framework established by the Directive on transparency obligations of listed companies The Transparency Directive and its implementing measures aim at improving the quality of information available to investors on companies’ performance and financial position as well as on changes in major shareholdings. The Commission's implementing measures supplement the Transparency Directive with regard to:
- issuers' disclosure of financial information in half-yearly reports;
- investors' disclosure of major holdings;
- minimum standards for the pan-European dissemination of regulated information to the public; and
- minimum requirements for accepting equivalence of third-country regulations in respect of some elements of the Directive.
These implementing measures do not go beyond the requirements already contained in the Transparency Directive.
The transposition deadline for the Directive was 8 March 2008.
The latest information on infringement proceedings concerning all Member States can be found at:
