CHAPTER I

GENERAL PROVISIONS

Definitions
Article 2
For the purposes of this Directive the following definitions shall apply:
1. ‘
regulated market
’
means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council
;
2. ‘shareholder’ means the natural or legal person that is recognised as a shareholder under the applicable law;
3. ‘proxy’ means the empowerment of a natural or legal person by a shareholder to exercise some or all rights of that shareholder in the general meeting in his name;
4. ‘
intermediary
’
means a person, such as an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU, a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council
and a central securities depository as defined in point (1) of Article 2(1) of Regulation (EU) No 909/2014 of the European Parliament and of the Council
, which provides services of safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons;
5. ‘
institutional investor
’
means:
  1. an undertaking carrying out activities of life assurance within the meaning of points (a), (b) and (c) of Article 2(3) of Directive 2009/138/EC of the European Parliament and of the Council
, and of reinsurance as defined in point (7) of Article 13 of that Directive provided that those activities cover life-insurance obligations, and which is not excluded pursuant to that Directive;
  2. an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 of the European Parliament and of the Council
in accordance with Article 2 thereof, unless a Member State has chosen not to apply that Directive in whole or in parts to that institution in accordance with Article 5 of that Directive;
6. ‘
asset manager
’
means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU that provides portfolio management services to investors, an AIFM (alternative investment fund manager) as defined in point (b) of Article 4(1) of Directive 2011/61/EU that does not fulfil the conditions for an exemption in accordance with Article 3 of that Directive or a management company as defined in point (b) of Article 2(1) of Directive 2009/65/EC, or an investment company that is authorised in accordance with Directive 2009/65/EC provided that it has not designated a management company authorised under that Directive for its management;
7. ‘
proxy advisor
’
means 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;
8. ‘
related party
’
has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council
;
9. ‘
director
’
means:
  1. any member of the administrative, management or supervisory bodies of a company;
  2. where they are not members of the administrative, management or supervisory bodies of a company, the chief executive officer and, if such function exists in a company, the deputy chief executive officer;
  3. where so determined by a Member State, other persons who perform functions similar to those performed under point (i) or (ii);
10. ‘
information regarding shareholder identity
’
means information allowing the identity of a shareholder to be established, including at least the following information:
  1. name and contact details (including full address and, where available, email address) of the shareholder, and, where it is a legal person, its registration number, or, if no registration number is available, its unique identifier, such as legal entity identifier;
  2. the number of shares held; and
  3. only insofar they are requested by the company, one or more of the following details: the categories or classes of the shares held or the date from which the shares have been held.
Directive 2014/65/EU of the European Parliament and of the Council of
15 May 2014
on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (
OJ L 173, 12.6.2014, p. 349
).
Regulation (EU) No 575/2013 of the European Parliament and of the Council of
26 June 2013
on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (
OJ L 176, 27.6.2013, p. 1
).
Regulation (EU) No 909/2014 of the European Parliament and of the Council of
23 July 2014
on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (
OJ L 257, 28.8.2014, p. 1
).
Directive 2009/138/EC of the European Parliament and of the Council of
25 November 2009
on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (
OJ L 335, 17.12.2009, p. 1
).
Directive (EU) 2016/2341 of the European Parliament and of the Council of
14 December 2016
on the activities and supervision of institutions for occupational retirement provision (IORPs) (
OJ L 354, 23.12.2016, p. 37
).
Regulation (EC) No 1606/2002 of the European Parliament and of the Council of
19 July 2002
on the application of international accounting standards (
OJ L 243, 11.9.2002, p. 1
).
Substituted by 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 (Text with EEA relevance).
Inserted by 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 (Text with EEA relevance).