Issuers of securities – more transparent information

KEY POINTS

Periodic financial and sustainability-related information

• The periodic information relates to the financial situation of the issuer of securities and that of the enterprises it controls, along with the company’s impact on sustainability matters and the information necessary to understand how sustainability aspects affect the company’s development, performance and position.
• Issuers of securities must divulge annual financial reports (composed of the financial statements, the management report and the responsibility statements) and interim financial reports (interim management statements). While the directive does not support more frequent periodic reporting (e.g. quarterly financial reports), these are nevertheless allowed if the additional reporting is proportionate.
• The financial report must remain available to the public for at least 10 years.
• For financial years beginning on or after 1 January 2020, all annual financial reports must be prepared in a single electronic reporting format based on technical specifications drawn up by the European Securities and Markets Authority (ESMA) and adopted by Delegated Regulation (EU) 2019/815.
• Rules introduced by amending Directive (EU) 2022/2464 on corporate sustainability reporting require all companies listed on the EU-regulated markets to include in their management report information relating to the company’s impact on sustainability matters (such as environmental rights, social rights, human rights and governance factors) and information necessary to understand how sustainability aspects affect their development, performance and position. The application of these rules will be phased in (see below).

Notification of holdings of significant voting rights

• Where shareholders acquire or dispose of the shares of an issuer whose shares are admitted for trading on a regulated market and that carry voting rights, they must notify the issuer of the percentage of voting rights that they hold as a result of the operation. This rule applies if the percentage owned reaches certain thresholds (5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 50 % and 75 %) or goes above or below those thresholds. This is also true in other cases where a natural or legal person has the right to acquire, yield or exercise voting rights.
• Notification to the issuer, which must be given by the shareholder within four trading days, must provide information about the new distribution of voting rights, the shareholder’s identity, the date of change and the threshold of votes reached.
• Issuers must make public the information contained in the notifications of major holdings they receive no later than three trading days thereafter.
• The Practical guide – National rules on notifications of major holdings under the transparency directive has been issued by ESMA.

Report on payments made to governments

The directive requires listed companies that are active in extractive (oil, gas and minerals) and primary forest industries to declare payments made to governments in the Member States where they conduct their activities, in a separate report compiled annually.

Disclosure of additional information

• As soon as possible, and no later than four trading days after the acquisition or disposal of own shares where the proportion reaches, exceeds or falls below 5 % or 10 % of the voting rights, the issuer must make public the proportion of own shares.
• At the end of each calendar month, issuers must make public the total number of voting rights and capital.
• Without delay, an issuer must make public any change in the rights attached to the various classes of shares.

Dissemination, storage and access to regulated information

• Member States must ensure that the issuer, or the person who has applied for admission to trading on a regulated market without the issuers consent, discloses regulated information in a manner ensuring fast access to such information on a non-discriminatory basis and makes it available to the officially appointed mechanism.
• In addition, each Member State must ensure that there is at least one officially appointed mechanism to store the information disclosed by companies and make it accessible to the public for 10 years.
• ESMA has been tasked with building a European single access point (ESAP) that will include and make accessible the above information by mid 2027. Amending Directive (EU) 2023/2864 inserts an article in Directive 2004/109/EC requiring Member States, from 10 July 2026, to ensure that, when making public any regulated information as referred to in the transparency directive, the issuer or the person who has applied for admission to trading on a regulated market without the issuer’s consent submits that information at the same time to the officially appointed mechanism (i.e. collection body), in a digital format and together with the relevant metadata, for the purposes of making that information accessible on the ESAP, set up under Regulation (EU) 2023/2859.

Non-EU countries

Where the registered office of an issuer is situated in a non-EU country, it may choose from among the Member States where its securities are admitted to trading on a regulated market. The competent authority of the Member State it chooses may allow that issuer to follow its national rules (such as rules regarding periodic information and other information to be disclosed) provided that the law of the non-EU country in question lays down requirements equivalent to those in the EU. The competent authority must then inform ESMA of any exemptions granted.

Supervision of sustainability reporting

ESMA must issue guidelines on the supervision of sustainability reporting by national competent authorities, having consulted the European Environment Agency and the European Union Agency for Fundamental Rights.

Implementing and delegated acts

The European Commission has adopted several implementing acts and delegated acts in relation to Directive 2004/109/EC.

• Directive 2007/14/EC and its amending directives set out detailed rules on matters such as:
  • procedural arrangements for the choice of the home Member State;
  • minimum content of half-yearly non-consolidated financial statements;
  • control mechanisms by competent authorities as regards market makers.
• Regulation (EC) No 1569/2007 and its amendments establish a mechanism to determine the equivalence of accounting standards applied by non-EU-country issuers of securities.
• Delegated Regulation (EU) 2015/761 concerns certain regulatory technical standards on major holdings.
• Delegated Regulation (EU) 2016/1437 concerns regulatory technical standards on access to regulated information at the EU level.
• Delegated Regulation (EU) 2019/815 concerns regulatory technical standards specifying a single electronic reporting format, including subsequent updates or amendments.