Act No. 204 / 2019 Coll.
Law amending certain laws relating to the promotion of the exercise of shareholders' rights
Valid
Law
Effective from 01.10.2019
Contents
ČÁST PRVNÍ
Čl. I
ČÁST DRUHÁ
Čl. II
„HLAVA III
§ 121c
§ 121d
§ 121e
§ 121f
§ 121g
§ 121h
§ 121i
HLAVA IV
§ 121j
§ 121k
§ 121l
§ 121m
§ 121n
§ 121o
§ 121p
§ 121q
§ 121r
§ 121s
§ 121t
§ 121u
§ 121v
„HLAVA VII
§ 127e
§ 127f
§ 127g
§ 127h
§ 127i
§ 127j
§ 127k
§ 127l
§ 127m
§ 127n
㤠173a
Čl. III
ČÁST TŘETÍ
Čl. IV
ČÁST ČTVRTÁ
Čl. V
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204
THE LAW
of 24 July 2019
amending certain laws relating to the promotion of the exercise of shareholders' rights
Parliament has decided on this law of the Czech Republic:
Amendment to the Capital Market Supervisory Act
Act No. 15 / 1998 Coll., on supervision in the field of capital market and on the amendment and amendment of other laws, as amended by Act No. 30 / 2000 Coll., Act No. 362 / 2000 Coll., Act No. 370 / 2000 Coll., Act No. 160 / 2010 Coll., Act No. 188 / 2004 Coll., Act No. 224 / 2006 Coll., Act No. 342 / 2006 Coll., Act No. 296 / 2009 Coll., Act No. 296 / 2007 Coll., Act No. 104 / 2008 Coll., Act No. 230 / 2008 Coll., Act No. 250 / 2008 Coll., Act No. 250 / 2008 Coll., Act No. 25 / 2008 Coll.
1. Paragraph 5 (1) is deleted.
Paragraphs 2 and 3 shall be renumbered paragraphs 1 and 2.
2. In Article 5 (1), the words "a foreign securities dealer providing investment services in the territory of the Czech Republic through a branch, a person receiving and transmitting orders relating to investment vehicles under the conditions laid down by a special law, (4a) an institutional investor 'are replaced by the words" an investment intermediary, a bank carrying out own-account investment vehicles on the capital market, an investment company, an investment fund, an insurance undertaking, a reinsurance undertaking, a pension company' and the words "a CSD 'are inserted after the words" a foreign person authorised to do business in the same branches in the Czech Republic through a branch'.
footnote 4a is deleted.
Amendment to the Capital Market Enterprise Act
Act No. 5 / 2011, Act No. 5 / 2011, Act No. 5 / 2011, Act No. 5 / 2011, Act No. 5 / 2011, Act No. 5 / 2011, Act No. 7 / 2009 Coll., Act No. 7 / 2009 Coll., Act No. 7 / 2009 Coll., Act No. 6 / 2009 Coll., Act No. 6 / 2009 Coll., Act No. 6 / 2009 Coll., Act No. 13 / 2011 Coll., Act No. 5 / 2011 Coll., Act No. 7 / 2009 Coll.
1. In Article 2, the following paragraph 2 is inserted after paragraph 1, including footnote 65:
"(2) In this law,
(a) by an institutional investor, a domestic insurance undertaking and an insurance undertaking from a third State authorised to carry out life insurance under the law governing insurance, a domestic reinsurance undertaking and a third State reinsurance undertaking authorised to carry out life insurance under the law governing insurance and occupational pension insurance institutions with their head office in the Czech Republic under the law governing the activity of occupational pension institutions;
(b) by the asset manager
1. securities dealer,
2. foreign person providing main and additional investment services in the Czech Republic through a branch on the basis of a permit pursuant to § 28a (1),
3. the manager of investment funds and foreign investment funds authorised to exceed the applicable limit;
4. the manager of investment funds and foreign investment funds authorised to manage standard funds or comparable foreign investment funds;
5. foreign person authorised under Section 481 of the Investment Companies and Investment Funds Act,
(c) a voting adviser to a legal person having its registered office or head office in the Czech Republic or a legal person having its registered office in a State which is not a Member State of the European Union, engaged in business through a branch in the Czech Republic, which provides advice and advice to an investor for voting at a general meeting of an issuer having its head office in a Member State of the European Union whose shares or similar securities representing a share in a legal person are admitted to trading on a European regulated market;
(d) the related party referred to in point 9 of International Accounting Standard IAS 24 - Disclosure of related parties annexed to Commission Regulation (EC) No 1126 / 200865).
65) Commission Regulation (EC) No 1126 / 2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606 / 2002 of the European Parliament and of the Council. ';
Paragraphs 2 to 4 shall become paragraphs 3 to 5.
2. In Article 36 (4), "Titles II to IV 'is replaced by" Titles II, V and VI';
3. In Article 55 (2), the words "regulated market" shall be inserted after the words "market";
4. In Paragraph 92 (2) (d), "or (b) 'is replaced by", (b) or (f)';
5. In Paragraph 92, at the end of paragraph 2, the dot is replaced by a comma and the following point (f) is added:
"(f) a bank which has in its bank licence the said investment service in custody and management of investment vehicles, including related services."
6. In Article 93a (1), the words "securities law 'are replaced by the words" civil code'.
7. In Paragraph 94a (2), "5 'is replaced by" 4'.
8. Paragraph 94a (4) is deleted.
Paragraph 5 shall become paragraph 4.
9. In Paragraph 94a (4), the words "through its participant 'are deleted.
10. in Paragraph 118 (4) (l), the words "is not a small or medium-sized entity under the Law governing" are replaced by the words "at the balance sheet date it exceeds at least two frontier values under Paragraph 1b (3) of the Law."
11. in Article 119 (2) (d) (2), the words "according to point 9 of International Accounting Standard IAS 24 - Disclosure of related parties annexed to Commission Regulation (EC) No 1126 / 2008" shall be deleted;
12. the words "(b), (c) or (d)" shall be inserted after the words "118 (1)."
13. in § 121b, "III" is replaced by "V" and "V" is replaced by "VIII."
14. in Part Nine, the following Titles III and IV are inserted after Title II, including the headings and footnotes No 64:
IDENTIFICATION OF ACCIOMS, INFORMATION TRANSMISSION AND IMPLEMENTATION OF ACCIOSIN RIGHTS
Scope
The provisions of this Title shall apply only in respect of shares or similar securities representing a share in an issuer established in a Member State of the European Union if they are admitted to trading on a European regulated market.
Transmission of information by persons managing property accounts
(1) The person who keeps a register of investment vehicles shall, upon request, communicate to the issuer the details of the account holder of the owner's account on which he registers securities issued by that issuer.
(2) The person who keeps the central register of the book-entry securities shall forward the application referred to in paragraph 1 to the persons who keep the securities issued by the same issuer in the central register of the book-entry securities. Where an application referred to in paragraph 1 is received from an issuer by a person who keeps a register relating to the central register of book-entry securities, he shall forward it to the person who keeps the central register of book-entry securities.
(3) Where a person who keeps a separate registration of investment vehicles or a register relating to a separate registration of investment vehicles receives an application pursuant to paragraph 1, he shall forward it to the competent authority of the Member State of the Member State of the trading venue.
(a) the account holder of the account in which he registers securities issued by the same issuer; and
(b) the person who holds for him the account of the customers in which the securities issued by the same issuer are registered.
(4) The data referred to in paragraph 1 are:
(a) details of the owner of the owner's account, which are:
1. in the case of a legal person, the name, identification number and contact address, including e-mail address, if available;
2. the name and contact address of the natural person, including the e-mail address, where available;
(b) the number of securities held by the owner of the owner's account; and
(c) the type of share or similar security or the date from which the owner of the account holds it, if the issuer requests such information.
(5) The form and scope of the application of the issuer, the time and manner of transmission of the application and the details of the owner's account shall be laid down in the directly applicable European Union law implementing Article 3a (8) of Directive 2007 / 36 / EC of the European Parliament and of the Council.
(1) The issuer provides, within the period within which it is required to disclose the information, to the person who keeps the central register of the book-entry securities and who keeps the record of the issue for it, the information referred to in Article 120 (7) or the information on where the information is published to the securities holders on the issuer's website. This does not apply if the issuer sends the information directly to all shareholders.
(2) Where a person who keeps a central register of book-entry securities receives information from the issuer referred to in paragraph 1, he shall forward it to the issuer:
(a) the account holder of the account in which he registers securities issued by the same issuer; and
(b) the account holder of the owner's account in which he registers securities issued by the same issuer.
(3) Where a person who keeps a register relating to a central securities register receives the information referred to in paragraph 1, he shall transmit it to the persons for whom he keeps the securities issued by the same issuer in the owner's accounts.
(4) Where a person who keeps a separate registration of investment vehicles, or a person who keeps a record of a separate registration of investment vehicles, from the issuer or from another person who keeps a register of investment vehicles, receives the information referred to in Article 120 (7), he shall transmit the following information:
(a) the account holder of the account in which he registers securities issued by the same issuer; and
(b) the account holder of the owner's account in which he registers securities issued by the same issuer.
(5) Person keeping a register of investment vehicles,
(a) communicate to the issuer information from the owner of the account relating to the exercise of the rights attached to the security; or
(b) transmit the information referred to in (a) to the person who holds securities issued by the same issuer in the account of customers.
(6) The form and extent of the information, the time limits and the means of transmission referred to in paragraphs 1 to 5 are laid down in a directly applicable European Union Regulation implementing Article 3b (6) of Directive 2007 / 36 / EC of the European Parliament and of the Council.
Reimbursement of costs incurred in providing information
A person who keeps a record of investment vehicles shall be liable for the payment of the obligations under Sections 121d and 121e only if the payment is non-discriminatory and proportionate to the actual costs incurred in discharging those obligations. The person who keeps a register of investment vehicles shall publish the remuneration for each service pursuant to Sections 121d and 121e.
Relation to the external registration of investment vehicles
The provisions of this Title shall apply mutatis mutandis to persons who do not have their registered office in a Member State of the European Union and who keep shares or similar securities representing a share in an issuer established in a Member State of the European Union when admitted to trading on a regulated market.
Preservation of information
The issuer and the person who keeps a register of investment vehicles shall keep and process personal data obtained under this Title for a maximum period of 12 months from the date on which he becomes aware that no shares or similar securities issued by the issuer are held in the account of the owner of the owner.
Confirmation of vote
(1) The issuer shall, at the request of the shareholder or the person authorised by it, send information as to whether and how the votes of the shareholder were counted in the vote at the general meeting. The issuer shall not be obliged to comply with a request for information if the information is already available to the shareholder or to the authorised person or receives a request for information for more than 3 months from the date of the general meeting.
(2) Where a person who keeps a register of investment vehicles receives information from the issuer pursuant to paragraph 1, he shall forward it to the account holder of the owner or customer account in which he registers shares issued by the same issuer.
(3) In the event of a vote at a general meeting or decision-making outside the general meeting, using technical means, the issuer shall send electronically to the person who so voted, whether the vote was adopted.
(4) The form and extent of the information, the time limits and the manner in which it is transmitted pursuant to paragraphs 1 to 3 are laid down in a directly applicable European Union Regulation implementing Article 3c (3) of Directive 2007 / 36 / EC of the European Parliament and of the Council.
REMUNERATION AND SIGNIFICANT TRANSACTIONS WITH COMPETENT PARTIES
Scope
The provisions of this Title shall apply only to the issuer referred to in Article 118 (1) (a).
Submission, approval and publication of remuneration policy
(1) The issuer shall draw up a remuneration policy in accordance with Section 121l. The Board of Directors or the Board of Directors of the issuer shall submit it for approval not later than the first general meeting held 90 days after the date of admission to trading on the European regulated market, which shall approve the issuer's financial statements. If the Board of Directors or the Board of Directors does not submit the remuneration policy referred to in the second sentence, the exercise of the duties of the members of the Board of Directors shall be free of charge from the date of the general meeting in accordance with the second sentence until the date of the general meeting which was submitted to the remuneration policy for approval.
(2) The Board of Directors or the Board of Directors of the issuer shall submit to the General Assembly a remuneration policy for approval at any substantial change to it or at least every 4 years.
(3) If the general meeting of the issuer does not approve the remuneration policy submitted, the Board of Directors or the Board of Directors shall submit to the following general meeting for approval the regulated remuneration policy.
(4) The issuer shall, without undue delay after the general meeting, publish the approved remuneration policy free of charge together with the date of its approval and the information referred to in Article 120b (2) on its website and shall keep it published for the duration of its application.
Content of remuneration policy
(1) The remuneration policy is understandable, supports the issuer's business strategy, its long-term interests and sustainability and explains how it does so.
(2) The remuneration policy shall include in relation to persons referred to in Article 121m (1):
(a) a description of all fixed and variable components of remuneration, including all bonuses and other benefits in any form and their ratio;
(b) where the issuer provides a variable component of remuneration,
1. clear, complete and diverse criteria for granting variable remuneration;
2. key indicators of the issuer's financial and non-financial performance, including, where appropriate, the criteria relating to the issuer's social liability;
3. an explanation of how the indicators referred to in point 2 contribute to the fulfilment of the requirements referred to in paragraph 1;
4. the methods of determination to which extent the performance indicators referred to in point 2 have been met;
5. Rules on deferral of entitlement to variable remuneration or part thereof, if any; and
6. information on the issuer's right to require the return of the variable component of the remuneration or part thereof;
(c) where the issuer provides remuneration in the form of shares, the period during which options for shares cannot be exercised and, where appropriate, the period during which shares acquired as a result of the option cannot be disposed of and an explanation of how the remuneration in the form of shares contributes to the fulfilment of the requirements referred to in paragraph 1;
(d) the duration of the term of office or employment with persons referred to in Article 121m (1), the period of notice, the conditions for termination of the term of office or employment, including the remuneration associated with their termination;
(e) the main characteristics of the pension benefits provided by the issuer, the description of the issuer's contributions to the supplementary pension scheme and the main characteristics of the early retirement schemes offered by the issuer;
(f) the way in which the remuneration policy has been developed, account has been taken of the employee pay and working conditions of the issuer; and
(g) the decision-making process followed in determining, reviewing and implementing the remuneration policy, including measures to prevent and address conflicts of interest and, where appropriate, the role of the remuneration committee or other committees.
(3) Where the remuneration policy is regulated in accordance with Paragraph 121k (2) or (3), it shall include a description and justification of all material changes and the manner in which the outcome of the shareholders' votes at the general meeting and their views on remuneration policy and remuneration report have been taken into account, in the period since the last vote on remuneration policy at the general meeting.
Determination and payment of remuneration
(1) Save as otherwise provided for in this Act, the issuer pays remuneration to members of the Board of Directors and the Supervisory Board or the Board of Directors, the statutory director, to a natural person who is directly subordinate to the management body of the issuer and to whom, as the sole body, the management of the issuer as a whole has delegated its management to at least the extent of the day-to-day management of the issuer as a whole, and to the representatives of that person, if any, only in accordance with an approved remuneration policy.
(2) In the absence of an approved remuneration policy, the issuer pays remuneration to persons referred to in paragraph 1 in accordance with existing practice; Paragraph 121k (1) of the last sentence is not affected.
(3) The contract for the performance of the duties, other legal acts or internal rules of the issuer governing the remuneration of a member of the Board of Directors, the Supervisory or Management Board or the Statutory Director shall cease to be effective to the extent that it is contrary to an approved remuneration policy, on the date of entry into force of the decisions of the General Meeting approving the remuneration policy. This shall be without prejudice to the payment of remuneration for the period preceding the date of entry into force of the General Meeting's decision in accordance with the first sentence.
(4) The contract for the performance of functions, other legal acts or internal rules of the issuer governing the remuneration of a member of the board of directors, supervisory or management board or statutory director does not have legal effects to the extent that it is contrary to an approved remuneration policy.
Departure from remuneration policy
An issuer may derogate temporarily from the remuneration policy if the deviation is necessary in terms of long-term interests and the sustainability of the issuer or in terms of maintaining the operation of its business establishment and if the remuneration policy includes procedural rules for temporary derogations and a list of rules from which such derogations may be made.
Copy, approval and publication of the remuneration report
(1) The issuer shall draw up a clear and understandable remuneration report providing a full overview of the remuneration, including any benefits in any form granted or payable during the last financial year to persons under Paragraph 121m (1).
(2) The person referred to in Article 121m (1) shall, without undue delay after the end of the accounting year, communicate to the issuer any remuneration which has been paid to him or her or which is due during the accounting year for which the remuneration report is drawn up by a person belonging to the same group as the issuer.
(3) The remuneration report shall be submitted by the Board of Directors or the Management Board for approval at the latest to the general meeting which shall approve the accounts for the financial year for which the remuneration report is drawn up. If the General Assembly does not approve the remuneration report, the Board of Directors or the Management Board shall explain in the next remuneration report how the outcome of the general meeting vote was taken into account in the preparation of the new report.
(4) The issuer shall, without undue delay after the general meeting referred to in paragraph 3, publish a remuneration report free of charge, together with an indication whether the remuneration report has been approved by the general meeting, on its website and shall keep it published for 10 years.
(5) The issuer may decide to make the remuneration report available on the website even after the expiry of the period referred to in paragraph 4; in such a case, the remuneration report may not contain the personal data of persons referred to in Article 121m (1).
Content of the remuneration report
(1) The remuneration report for each person referred to in Article 121m (1) contains:
(a) the total amount of remuneration broken down by component, the ratio of fixed and variable components of remuneration, an explanation of how the total amount of remuneration corresponds to the remuneration policy, including how it supports the long-term performance of the issuer, and information on how performance criteria are applied;
(b) the annual change in the total amount of remuneration for at least the last five financial years following the date of admission to trading on the European regulated market, presented in a manner which allows for comparison;
(c) the information referred to in Article 121o (2),
(d) the number of shares or options offered and the main conditions for the exercise of rights under the option programme, including the price and date of execution of the option, and any changes thereto;
(e) information on the use of the issuer's right to require the return of the variable component of the remuneration or part thereof; and
(f) information on derogations from the procedure for implementing the remuneration policy set out in the remuneration policy referred to in Article 121l (2) (g) and on derogations from the remuneration policy in accordance with Article 121n, including an explanation of the reason for the deviation and presentation of the specific remuneration policy rules from which the issuer deviated;
unless such remuneration has not been paid or payable or the issuer has not acted in such a way.
(2) The remuneration report also includes an annual change in the financial and non-financial key performance indicators of the issuer and an annual change in the average remuneration of the employees of the issuer who are not persons under Paragraph 121m (1), in terms of staff with a fixed weekly working time, for at least the last five financial years following the date of admission to trading on a regulated market, presented jointly in a manner which allows for comparison.
(3) The remuneration report does not contain specific categories of personal data under the directly applicable European Union regulation on the protection of personal data (64) or personal data relating to the family situation of persons pursuant to § 121m (1).
The auditor shall verify that the remuneration report contains the information referred to in Article 121p (1).
The issuer does not provide information in the issuer's annual report under § 118 (4) (f) to (h).
Significant transactions concluded by the issuer
(1) An important transaction concluded by the issuer shall be the contract or agreement on the basis of which the contract or agreement takes place.
(a) the disposal or acquisition by the issuer of assets exceeding 10% of the assets arising from the financial statements for the financial year immediately preceding the accounting year in which the transaction is concluded; or
(b) an increase in only the debt of the issuer by debt or contingent debt of more than 10% of the assets arising from the financial statements for the financial year immediately preceding the accounting year in which the transaction is concluded.
(2) Transactions with the same related party concluded during the same accounting year shall be aggregated for the purposes of paragraph 1.
Closure and approval of significant transactions with related parties
The issuer may conclude a significant transaction with a related party only with the approval of the general meeting. The issuer shall indicate in the invitation to the general meeting the information referred to in Article 121u (1); if the exact date for the conclusion of the significant transaction is not known, at least the period during which the closure of the transaction is reasonably foreseen. In the case referred to in Article 121u (3), the invitation to the general meeting shall include the information referred to in Article 121u (1) (c) to (f) on each sub-transaction not subject to the approval of the general meeting and the total amount of the transactions.
Disclosure of significant transactions with related parties
(1) The issuer shall publish on its website at the latest on the date of the closure of a significant related party transaction at least:
(a) information on the nature of the related party issuer's relationship;
(b) the name of the related party;
(c) the subject matter of a significant transaction;
(d) the date of conclusion of the significant transaction;
(e) the amount of the significant transaction; and
(f) other information necessary to assess whether a significant transaction is fair and proportionate from the point of view of the issuer and the shareholders who are not related parties.
(2) The person controlled by the issuer shall communicate to the issuer the information referred to in paragraph 1 concerning a significant transaction concluded between him and another related party of the issuer without undue delay after the conclusion of the transaction. The issuer shall publish this information without undue delay upon receipt on its website.
(3) Where the materiality criteria of a transaction are met as a result of the addition of transactions concluded with the same related party pursuant to Paragraph 121s (2), the issuer shall publish the information referred to in paragraph 1 on each sub-transaction, indicating the total amount of all transactions.
(4) Paragraphs 1 to 3 shall be without prejudice to the rules on disclosure of inside information pursuant to Article 17 (1) of Regulation (EU) No 596 / 2014 of the European Parliament and of the Council.
Exemptions from the approval and publication of significant transactions with related parties
(1) Paragraph 121t and 121u do not apply to a significant transaction with a related party concluded in the ordinary course of trade and under normal market conditions.
(2) Paragraph 121t and 121u do not apply to significant transactions.
(a) concerning the remuneration of persons pursuant to § 121m (1) in accordance with § 121k to 121n;
(b) concluded between the issuer and the person controlled by it if the issuer is its sole member or if no related party to the issuer is its member; and
(c) concluded by the Bank on the basis of decisions or measures of a general nature aimed at safeguarding its stability by the Czech National Bank or on the basis of decisions or measures of a general nature issued under the Law on Recovery and Resolution in the Financial Market by the resolution authority.
(3) The supervisory or management board of the issuer shall, in the case of significant transactions referred to in paragraph 1, adjust the internal procedure enabling a regular assessment of whether the conditions referred to in paragraph 1 are met; the assessment shall not be attended by a supervisory or management board member who is a related party to the issuer.
(64) Regulation (EU) 2016 / 679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95 / 46 / EC (General Data Protection Regulation). ';
Titles III to VIII to date shall be renumbered as heads V to X.
15. in Article 123 (1) and (2), "V" is replaced by "VIII."
16. In Paragraph 127 (1), "III 'is replaced by" V';
17. in Part Nine, the following Title VII is inserted after Title VI:
OBLIGATIONS OF CERTAIN QUALIFIED INVESTORS AND OTHER SELECTED ENTITIES
Scope
(1) The provisions of this Title shall apply where an institutional investor holds shares or similar securities representing a share in an issuer established in a Member State of the European Union, if they are admitted to trading on a European regulated market.
(2) The provisions of this Title shall apply to asset managers where the asset manager provides an investment service pursuant to Article 4 (2) (d) or manages investment funds and foreign investment funds under the law governing investment companies and investment funds in relation to shares or similar securities representing a share in an issuer established in a Member State of the European Union, if they are admitted to trading on a European regulated market.
Contents
ČÁST PRVNÍ
Čl. I
ČÁST DRUHÁ
Čl. II
„HLAVA III
§ 121c
§ 121d
§ 121e
§ 121f
§ 121g
§ 121h
§ 121i
HLAVA IV
§ 121j
§ 121k
§ 121l
§ 121m
§ 121n
§ 121o
§ 121p
§ 121q
§ 121r
§ 121s
§ 121t
§ 121u
§ 121v
„HLAVA VII
§ 127e
§ 127f
§ 127g
§ 127h
§ 127i
§ 127j
§ 127k
§ 127l
§ 127m
§ 127n
㤠173a
Čl. III
ČÁST TŘETÍ
Čl. IV
ČÁST ČTVRTÁ
Čl. V
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Regulation Information
| Citation | Act No. 204 / 2019 Coll., amending certain laws in connection with promoting the exercise of shareholders' rights |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 22.08.2019 |
|---|---|
| Effective from | 01.10.2019 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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