Shareholder Rights Directive II: Clearstream’s connectivity enhancements for shareholder identification and general meeting services
Note: This announcement, originally published on 11 May 2020 and updated on 20 July, 9 September, 2 October, 3 November and 18 February 2021, has been further updated with an end date to the Interim Solution by using the disclosure notification MT564 DSCL MAND.
The objectives of the Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC are to improve the knowledge about shareholders of a corporation as well as to support shareholders in their exercise of votes. The Shareholder Rights Directive II (SRD II) shall be read together with the Commission Implementing Regulation of 3 September 2018 that lays down minimum requirements to implement the provisions of the Directive that shall be transposed into national law by all EU Member States. These provisions are applicable as from
3 September 20201
Responding to the new EU requirements, Clearstream Banking2 will implement changes in the areas of shareholder identification service (SI), i.e. identification of shareholders upon issuer´s request, and of general meeting service. The messages that will be used to support those services will be based on ISO20022 format.
Shareholder Identification
Initiated by the issuer/issuer agent, the shareholder identification requests will have to be cascaded down immediately, that is from first intermediary to last intermediary in the custody chain. The SI request notification process at Clearstream Banking was implemented for all markets/asset classes under SRD II as of 5 October 2020.
The solution is based on the ISO 20022 format and is available via SWIFT FINplus as well as via Xact Web Portal and Xact File Transfer. See Announcement L20033for further details.
Following this strategy, Clearstream also ensures adherence with the new Securities Market Practice Group (SMPG) standards.
Between 3 September 2020 and the 22 November 2021, Clearstream Banking provides the following interim solution:
- Inform customers through current disclosure process by using the disclosure notification MT564 DSCL MAND incl. SRD II relevant information in the narrative. Details are available in the sample and the dictionary (see attachments below).
- Customers using the new ISO20022 messages for Shareholder Identification should be able to deal with the existing ISO15022 Disclosure message, as this is a format that will continue to exist for any disclosures outside of SRD II.
- The Shareholder Identification Disclosure Request via MT564 will show the SRD II Identifier to enable customers to distinguish requests related to Shareholder Identification under SRD II from standard disclosure requests.
Note: SI responses will have to be sent by each notified party directly to the response recipient as specified in the SI request. Clearstream Banking will respond automatically (i.e. without customer’s consent) to the response recipient of the SI request for customer positions in its books.
General Meetings
Clearstream Banking’s general meetings messages will be upgraded to be in line with the SRD II Implementing Regulation requirements. All general meeting messages will be exclusively based on ISO20022 format, being the only SRD II compliant and endorsed ISO format, and cover all markets/asset classes under SRD II. Following this strategy, Clearstream also ensures adherence with the new Securities Market Practice Group (SMPG) standards.
The implementation of ISO20022 for general meetings is foreseen for November 2021 (together with SR 2021). In the meantime, Clearstream Banking will continue to use ISO 15022 as today. It is also foreseen to report the SRD II Indicator if such is provided by the market. Clearstream Banking has implemented the SRD II Indicator as a structured field in the MT564 General Meeting notification in November 2020 (together with SR2020) for all CBL and CBFi customers. Customers who wish to apply the new ISO 20022 standard before November 2021 can do so by signing up for the Clearstream Enhanced Proxy Voting service delivered through ISS.
Corporate Actions
The SRD II Indicator will be reported in the MT564 Corporate Action notification if such provided by the market. Clearstream Banking has implemented the SRD II Indicator as a structured field in the MT564 Corporate Action notification in November 2020 (together with SR2020) for all CBL and CBFi customers. Otherwise no other changes to the Corporate Action messages are currently planned for September 2020.
Connectivity
To receive the SI request notifications and access to the general meetings when available, customers can use either SWIFT or Clearstream’s Xact Web Portal.
Customers choosing ISO20022 via SWIFT must ensure that:
- The connectivity with SWIFT FINplus is in place.
The shareholder identification report is scheduled via Clearstream’s Xact Web Portal (further details on SI specific reports will be communicated at later stage)3
Customers choosing Clearstream’s Xact Web Portal must ensure that:
- Clearstream Xact Web Portal is set up (see Xact Web Portal User Manual);
- Access is granted to the users who are in charge of processing these notifications.
Contact
For further information, customers may contact Clearstream Banking Client Services or their Relationship Manager.
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1. A letter was sent to the European Commission on 9 April 2020, co-signed by 11 industry associations, to request a 12-month postponement of the SRD II Implementation Regulation deadline. This request has been rejected by the European Commission.
2. Clearstream Banking refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500.
3. Further details on the General Meetings Module will be communicated at a later stage.