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Tuesday, February 27, 2007

Moving Ahead with the Action Plan: Cross-Border Voting in European Member States
Submitted by: Christel Dumas, Marketing and Communications Manager, ISS Europe

On February 15, 2007, the European parliament approved the "Proposal for a Directive on Shareholder Voting Rights." This directive comes after the European Commission's consultation in July 2005, on "Fostering an Appropriate Regime for Shareholders' Rights," which ISS had responded to along with many other concerned parties.

The objective of the directive is for foreign shareholders to vote as easily as national shareholders do in European listed companies. This is to be achieved via a variety of measures described in the directive. These include:

* Complete and timely disclosure 21 days before a meeting (Article 5)
* Procedures to add agenda items and ask questions (Articles 6 & 9)
* End of block voting in favor of record dates (Article 7)
* Electronic voting (Article 8)
* Role of proxy holders (Article 10)
* Publication of outcome of votes (Article 14).

This directive is a welcome step, moving forward the Commission's Action Plan. However, it could be years before it takes effect since EU states now have to inscribe this into national law. The provisions in the EU directive set minimum expectations of the information and procedures that should be available to shareholders. Although, EU member states may go beyond the EU directive to advance shareholder rights even further. Going forward, ISS hopes the EU will consider adopting ways to guarantee issuers' adherence to the measures that will ultimately be implemented.


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