Act on amendments and fulfilments of Companies Act partially amends the provisions of the Companies Act (ZGD-1) and transposes Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007 / 36 / EC regarding the promotion of long-term participation of shareholders (OJ L 132, 20.5.2017, p. 1).
Key novelties brought by amendments in the Companies Act ZGD-1K relate to shareholders' rights and the promotion of long-term shareholder cooperation, and cover mainly the following:
1. Identifying shareholders, providing information and facilitating the exercise of shareholders’ rights
Public limited company has the legal right to identify its shareholders (the “know your shareholder” principle). It may request information on who its shareholders are regardless of the issued type of shares. The abovementioned law provides the possibility that all public limited companies are able to identify their shareholders and the latter are given the right to vote at the general meeting (i.e. without intermediaries) or exercise their rights or authorize intermediaries to do so.
2. Directors remuneration policy – shareholders rights and information
An essential novelty is the introduction of two acts, namely the directors’ remuneration policy (and the shareholders’ right to vote on remuneration policy) and the remuneration report (and some additional information to be provided, and the shareholders’ right to vote in this regard).
3. Transparency and approval of companies’ transactions with related parties
An amendment has been introduced due to the legalization of the mandatory consent of the Supervisory Board or the Management Board to essential transactions with related parties, and due to the duty of public announcements. This will further increase transparency, although it is already the case that companies dealing with ordinary dependencies must draw up a special report on dependency.
4. Transparency of institutional investors, asset managers and voting advisers
This is an important novelty in ZGD-1, as these institutions have not yet been regulated in the national legislation of the RS.
Despite the fact that the amendment was published on 27 January 2021 and entered into force within 15 days of its publication in the Official Gazette of the Republic of Slovenia, some provisions come into force after three, six or twelve months, and some up to 3 years after the amendment came into force.
Source: Official Gazette
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