SRD II: Shareholder identification with the WM-SRD-Hub
WM Group assists issuers, intermediaries and service providers in shareholder identification under SRD II. The 2nd Shareholder Rights Directive and its implementation into national German law (ARUG II) grants emitters (service providers) the right to identify their shareholders and obliges intermediaries to participate in this identification procedure as of 03 September 2020.
Clearstream, the post-trading service provider of Deutsche Börse Group, has selected WM Group with its technology platform “WM-SRD-Hub” as a service provider for the implementation of the requirements of the Second Shareholder Rights Directive (SRD II) for its central securities depositories Clearstream Banking S.A., Clearstream Banking AG and LuxCSD.
What information does an SRD II shareholder identification request contain?
Intermediaries must, among others, provide issuers with the following information:
Clear identification of the shareholder
Name of the shareholder and, if necessary, first name of the shareholder
Full address of the shareholder (country code)
E-mail address of the shareholder (if available)
Type of participation
Number of shares held by the shareholder with the responding intermediary
Start of the investment
Name and clear identification of any third party specified by the shareholder
The services of the WM-SRD-Hub include
Receiving and checking the legitimacy of requests from public companies listed on regulated trading venues in Europe
Rapid response to requests for shareholder identification and forwarding to relevant intermediaries
Secure delivery of the aggregated response files to the receiving listed companies and their service providers
The integrated service is based on the ISO 20022 standard.
Our platform solution under SRD II: The WM-SRD-Hub
Watch this video to learn how the WM-SRD-Hub helps emitters to identify their shareholders under SRD II. The WM-SRD-Hub is user-friendly and processes all data securely and in compliance with the law.
SRD II, which came into force on 3rd September 2020, gives companies listed in the EU with registered and bearer shares, so-called emitters or issuers, the right and the obligation to identify their shareholders within a fixed period of time.
Intermediaries are also obliged to support the issuers in the identification process. However, checking whether the request is legitimate, short response times and the provision of secure transmission paths pose significant challenges. With the WM-SRD-Hub, you get an innovative solution in the form of a digital platform from which all sides benefit.
Right on time for the start of regulation, market participants will be able to meet the requirements of the Shareholders’ Rights Directive in these markets through the WM-SRD-Hub.
After a one-time registration, an authenticity check is performed. Afterwards, issuers or deputy service providers can send requests according to their authorizations. Our forwarding chain extends from the central securities depository to the last intermediary. Responses to identification requests for shareholder data are standardized either manually, by file upload or by feed and transmitted securely to the WM-SRD-Hub.
The platform meets the high regulatory security requirements for processing sensitive data. Highly automated integrated interfaces as well as various input and output formats ensure a high degree of flexibility and straight-through processing. The platform is operated in Germany.
The innovations of the 2nd Shareholders’ Rights Directive (since 3rd September 2020)
The following subject areas have been newly regulated under SRD II since 3rd September 2020:
- rights and obligations to identify and inform shareholders (“know-your-shareholder”)
- shareholders’ right to a say in the remuneration of the supervisory board and management board (“say-on-pay”)
- handling of transactions with related companies and persons (“related-party transactions”)
- measures to improve transparency for institutional investors, asset managers and voting rights advisors (“comply-or-explain”)
With our platform solution, the WM-SRD-Hub, we offer you a comprehensive service for the identification of shareholders (point 1) under SRD II.
Under SRD II, emitters have been entitled since 3rd September 2020 to request shareholder information from intermediaries within the European Economic Area. Intermediaries are obliged to provide the relevant information on the identity of shareholders. The first intermediary in the information chain must forward the request directly to the next intermediary until it reaches the final intermediary who holds the shareholder’s shares in custody.
Without this successful identification of shareholders, issuers will no longer be able to adequately fulfil their legal obligations in the future. This measure is designed to improve communication between listed companies and their shareholders.
The shareholders’ right to a say (at least every four years) in decisions on the remuneration policy of the management board and supervisory board is to be improved under SRD II. The annual general meeting will vote on the remuneration report for the previous year and on the remuneration policy to be used as a framework for future remuneration.
The new SRD II requires approval for transactions of listed companies with related parties. In the future, all transactions with related parties will be subject to the approval of the supervisory board (and are subject to further requirements) and must, at the latest, be made public at the time of conclusion.
SRD II introduces new transparency and disclosure obligations for institutional investors, asset managers and proxy advisors. Information relating to participation, investment behaviour, the business model and the handling of conflicts of interest must be disclosed. The participation of shareholders in investment strategies is also disclosed and drawn up in accordance with the “comply or explain” principle.
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Head of Sales Europe & Partnerships
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