The Proxy Advisors (Shareholders’ Rights) Regulations 2019

Interpretation

2.—(1) In these Regulations—

“the Act” means the Financial Services and Markets Act 2000(1);

“the FCA” means the Financial Conduct Authority;

“proxy advisor” means a person who—

(a)

is a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive(2);

(b)

provides proxy advisor services to a shareholder with respect to the shares of any company where—

(i)

the company’s registered office is situated in the United Kingdom or another EEA State, or in Gibraltar; and

(ii)

the shares are admitted to trading on a regulated market situated or operating within the United Kingdom or another EEA State, or in Gibraltar; and

(c)

either—

(i)

has its registered office (or if it does not have a registered office, its head office) in the United Kingdom; or

(ii)

has its registered office or head office in any country or territory other than the United Kingdom or any other EEA State or Gibraltar, and provides proxy advisor services through an establishment located in the United Kingdom; and

“proxy advisor services” means services provided by a person acting in the capacity of a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive.

(2) In paragraph (1)—

(a) “Shareholder Rights Directive” means 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(3); and

(b) in the definition of “proxy advisor”, in paragraph (b) the expressions “shareholder” and “regulated market” have the meaning given in Article 2 of that directive.

(1)

2000 c. 8.

(2)

Point (g) was added by Article 1(2)(b) 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).

(3)

OJ L 184, 14.7.2007, p 17. Relevant amendments of the Shareholder Rights Directive were made by Directive (EU) 2017/828, Article 1(1)(a) and (d), (2)(a) and (b) and (3).