UK Offence Report

The Proxy Advisors (Shareholders' Rights) Regulations 2019

UK Statutory Instrument 2019 No. 926 — creates 1 criminal offence.

1offences created
0recorded in force
0revoked
Made
13 May 2019
In force from
10 June 2019
Extent
Not stated
Subject
Corporate, financial services, company law, employment, charity, electoral and tax
Made under
European Communities Act 1972

Explanatory note

(This note is not part of the Regulations) — published with the instrument by the department that made it. © Crown copyright, reused under the Open Government Licence v3.0.

These Regulations implement the obligations of a Member State laid down in Article 3(j) of Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, p 17). Article 3j of Directive 2007/36/EC was inserted, together with Chapter 1a and the rest of Chapter 1b, by Article 1(3) of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (OJ L 132, 20.5.2017, p. 1). Part 1 of these Regulations (general provision) includes provision for the interpretation of the expression “proxy advisor”. In Directive (EU) 2007/36 a proxy advisor is a legal person that analyses, on a professional and commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors’ voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights. Part 2 of these Regulations (transparency requirements in relation to proxy advisors) makes provision in relation to the transparency of proxy advisors, meeting the requirements laid down in Article 3j of Directive 2007/36/EC. Part 3 of these Regulations (functions of the FCA in relation to proxy advisors) gives functions to the FCA in relation to proxy advisors, including powers relating to the provision of information, financial penalties, warning and decision notices and references to the Tribunal. Part 4 of these Regulations (application of provisions of the Act for the purposes of Part 3) applies provisions of the Financial Services and Markets Act 2000 (c. 8) in relation to proxy advisors to give the FCA functions under that Act in connection with the exercise of its functions under Part 3. Part 5 of these Regulations applies in relation to proxy advisors the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations 2001 (S.I. 2001/2188). Part 6 of these Regulations makes provision for the maintenance of a public list of proxy advisors. An impact assessment of the effect that this instrument will have on the costs of business and the public sector is available from HM Treasury, 1 Horse Guards Road, London SW1A 2HQ and is published alongside this instrument at www.legislation.gov.uk.

Offences created by this instrument

What Parliament said about it

Hansard was searched for this instrument by name and returned nothing. That is the ordinary outcome: an instrument laid under the negative procedure is usually never debated, and becomes law without a word said about it in either House.

How Parliament handled it

This instrument became law without a debate or a vote. Under the negative procedure it took effect unless a motion to stop it succeeded, and none was tabled.

Procedure
Made negative — law unless a motion to stop it succeeded
Could either House amend it?
No. A statutory instrument is put to each House as a whole thing, to be approved or not. Neither House can change a word of it.
Committee
Drawn to the special attention of the Houses by a scrutiny committee

Procedural history

From Parliament's Statutory Instruments service. Parliamentary material is reused under the Open Parliament Licence v3.0.

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