Avis juridique important

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31985K0043

Commission Recommendation No 43/85/ECSC of 4 January 1985 on Community surveillance of imports of certain iron and steel products covered by the ECSC Treaty and originating in Spain

Official Journal L 007 , 09/01/1985 P. 0015 - 0018

*****COMMISSION  RECOMMENDATION No 43/84/ECSC  of 4 January 1985  on Community surveillance of imports of certain iron and steel products covered by the ECSC Treaty and originating in Spain  THE COMMISSION OF THE EUROPEAN  COMMUNITIES,  Having regard to the Treaty establishing the European Coal and Steel Community, and in particular Article 74 thereof,  Whereas imports of certain iron and steel products covered by the Treaty establishing the European Coal and Steel Community and originating in non-member countries were subjected to Community surveillance under Commission recommendation No 161/84/ECSC (1), as amended by recommendation No 902/84/ECSC (2);  Whereas, by recommendation No 902/84/ECSC, the Commission made imports originating in Spain subject to special Community surveillance;  Whereas the reasons which originally led the Commission to introduce these special arrangements are still valid,  MAKES THE FOLLOWING RECOMMENDATION:  Article 1  1. The importation into the Community of iron and steel products covered by the ECSC Treaty, listed in Annexes I, II and III and originating in Spain, shall be subject to the issue of an import document.  2. The products referred to in paragraph 1 shall be considered to be prime-quality products until proof to the contrary is supplied by the importer.  3. The import document shall be issued or endorsed by the Member States, free of charge and for any quantities requested, upon receipt of the application and in any case within not more than 10 working days of the submission of the completed application and presentation of two duplicates of the relevant purchase contract or contracts and the vendor's order confirmation or confirmations. The originals of these documents must be produced if required by the issuing authority. If the products in question are declared to be non-prime products, the import document shall indicate the precise characteristics which justify the said classification of the products.  4. For the products referred to in Annex I, the issue of the import document shall be subject to the presentation of the export document (Comunicaciòn al exportador - cuota productos siderúrgicos CECA) issued by the Spanish authorities. The specifications given on the import application relating to the characteristics of the product and destination must tally with those on the export document. The country of destination shall be deemed to be that in which the goods are put into free circulation or made subject to inward processing arrangements.  5. The period of validity of the import document shall be two months, without prejudice to possible changes in the import arrangements in force.  6. Completely used import documents shall be returned immediately to the issuing office. Documents not, or incompletely, used two months after their date of issue shall be returned to the issuing office within five working days of their date of expiry.  Article 2  1. The importer's application must state:  (a) the country of origin and the country of consignment;  (b) a description of the goods and an indication of the Common Customs Tariff subheading and the NIMEXE code;  (c) the characteristics establishing any claim that the goods are non-prime products;  (d) the quantity of the goods in tonnes, by individual lots;  (e) the name, address, telephone number and telex number of the vendor;  (f) the name, address, telephone number and telex number of the importer;  (g) the name, address, telephone number and telex number of any final purchaser, where known;  (h) the proposed date and place (customs office) of importation;  (i) the point of delivery used for the calculation of the invoiced price;  (j) the date of the contract for the purchase of the goods and the contract number or any other reference given by the vendor by which the delivery in question may be identified;  (k) where applicable, that the goods in question are intended for processing under contract and subsequent re-export outside the Community (country of re-export to be specified).  2. The following additional information shall also be supplied for goods listed in Annex I or II:  A. For goods originating in and consigned directly from Spain (direct importation):  (a) a commercial description of the goods, including exact specifications, sufficient to permit calculation of the delivered price according to the price lists selected;  (b) the delivered price per tonne, including customs duties, transport costs and all extras, rebates and any other factors relevant to calculation of the delivered price;  (c) details of:  (i) the Community producer's price lists chosen for calculating the delivered price, stating the date of the chosen lists, or  (ii) where appropriate, the non-member country offer on which the terms of the delivery have been aligned, giving details sufficient to identify the offer, including its date, or  (iii) where appropriate, other prices (to be justified);  (d) the date of issuance of the bill of lading, if available.  B. For goods originating in Spain but consigned from any non-member country (indirect importation):  (a) a complete description corresponding to that appearing in the list of products subject to the basic prices in force;  (b) the cif price at the Community frontier, per tonne, in the currency of the contract, plus customs duties applicable and unloading costs.  3. The importer shall declare that neither he nor the purchaser will be granted any reduction, rebate or other form of refund not mentioned in the contract for the transaction, either at the time of the transaction or subsequently.  4. The importer shall certify that his application for an import document is accurate.  5. The importer shall state whether his application is a repeat of a previous application concerning the same delivery.  Article 3  1. The Member States shall communicate to the Commission, as soon as such information is established by the competent authorities, any difference between:  - the delivered price calculated according to the provisions on prices applicable to Spain on the date scheduled for importation, and  - the price used on the basis of the chosen Community producer's price list pursuant to Article 2 (2) (A) (c) or justified otherwise.  They shall also furnish all necessary documents, notably the duplicates of import documents applications, purchase contracts and vendor's order confirmations, wherever the price difference noted is considerable or relates to a large quantity.  2. For goods originating in Spain but consigned from another non-member country, the Member States shall communicate to the Commission, as soon as such information is established by the competent authorities, any difference, in ECU per tonne, between:  - the basic price as published in the Official Journal of the European Communities, plus any extras, and  - the cif price at the Community frontier, including customs duties applicable and unloading costs.  3. Within the first 10 days of each month, Member States shall notify the Commission of the tonnage and amounts (calculated on the basis of the cif prices) for which import documents were issued during the preceding month.  4. The information supplied by Member States shall include:  (a) a breakdown by product (Common Customs Tariff subheading and NIMEXE code) with separate declaration of the quantities declared as being non-prime products; (b) a breakdown by country of origin;  (c) within the total of any one product, the quantities not imported directly from Spain and, in this case, breakdown by country or countries of consignment;  (d) the quantities of each product re-exported outside the Community after inward processing.  5. Within the first 10 days of each month, Member States shall communicate to the Commission the tonnage and the amounts (calculated on the basis of the cif price) for which import documents have expired during the preceding month without having been used by importers.  Article 4  For the purposes of this recommendation, the country of consignment shall be deemed to be the last intermediate non-member country in which the product in question was the subject of entrepôt operations or legal transactions not connected with its transportation.  Article 5  This recommendation shall enter into force on the day of its publication in the Official Journal of the European Communities.  It shall apply until 31 December 1985.  Done at Brussels, 4 January 1985.  For the Commission  Wilhelm HAFERKAMP  Vice-President  (1) OJ No L 19, 24. 1. 1984, p. 5.  (2) OJ No L 93, 3. 4. 1984, p. 8.  ANNEX  I  List of products subject to price and quantitative surveillance requiring an import document issued on presentation of a Spanish export certificate  NIMEXE codes: 73.01-10, 73.01-21, 73.01-23, 73.01-25, 73.01-27, 73.01-31, 73.01-35, 73.01-41, 73.01-49, 73.06-10, 73.06-20, 73.06-30, 73.07-12, 73.07-21, 73.07-24, 73.08-01, 73.08-03, 73.08-05, 73.08-07, 73.08-21, 73.08-25, 73.08-29, 73.08-41, 73.08-45, 73.08-49, 73.09-00, 73.10-11, 73.10-12, 73.10-14, 73.10-15, 73.10-17, 73.10-18, 73.10-42, 73.11-11, 73.11-12, 73.11-14, 73.11-16, 73.11-19, 73.11-41, 73.11-50, 73.12-11, 73.12-19, 73.12-21, 73.12-51, 73.12-71, 73.13-11, 73.13-16, 73.13-17, 73.13-19, 73.13-21, 73.13-23, 73.13-26, 73.13-32, 73.13-34, 73.13-36, 73.13-41, 73.13-43, 73.13-45, 73.13-47, 73.13-49, 73.13-50, 73.13-64, 73.13-65, 73.13-67, 73.13-68, 73.13-72, 73.13-74, 73.13-76, 73.13-78, 73.13-79, 73.13-82, 73.13-84, 73.13-86, 73.13-87, 73.13-88, 73.13-89, 73.13-92, 73.61-20, 73.62-10, 73.62-30, 73.63-29, 73.63-72, 73.64-20, 73.64-72, 73.65-21, 73.65-23, 73.65-25, 73.65-53, 73.65-55, 73.65-70, 73.65-81, 73.71-21, 73.71-23, 73.71-24, 73.71-29, 73.71-53, 73.72-11, 73.72-13, 73.72-19, 73.72-33, 73.72-39, 73.73-23, 73.73-25, 73.73-26, 73.73-29, 73.73-33, 73.73-35, 73.73-36, 73.73-39, 73.73-72, 73.74-21, 73.74-23, 73.74-29, 73.74-72, 73.75-11, 73.75-19, 73.75-23, 73.75-33, 73.75-43, 73.75-53, 73.75-54, 73.75-59, 73.75-63, 73.75-73, 73.75-79, 73.75-83, 73.75-84, 73.75-89, 73.16-14, 73.16-16, 73.16-17, 73.16-20, 73.16-40, 73.16-51.    ANNEX  II  List of products subject to price and quantitative surveillance and requiring an import document the issue of which is not subject to the presentation of an export certificate from the Spanish authorities  NIMEXE codes: 73.02-01, 73.02-09, 73.63-21, 73.75-29.    ANNEX  III  List of products subject to quantitative surveillance and requiring an import document the issue of which is not subject to the presentation of an export certificate from the Spanish authorities  NIMEXE codes: 73.61-50, 73.71-55, 73.71-56, 73.71-59, 73.73-24, 73.73-34, 73.75-39, 73.75-49, 73.75-69.


title: Council Recommendation of 30 November 2011 on the appointment of a member of the Executive Board of the European Central Bank

text:
               14.12.2011

               EN

               Official Journal of the European Union

               C 364/6

         COUNCIL RECOMMENDATION
   of 30 November 2011
   on the appointment of a member of the Executive Board of the European Central Bank
   2011/C 364/03
   THE COUNCIL OF THE EUROPEAN UNION,
   Having regard to the Treaty on the Functioning of the European Union, and in particular Article 283(2) thereof,
   Having regard to the Protocol on the Statute of the European System of Central Banks and of the European Central Bank, and in particular Article 11.2 thereof,
   Whereas it is necessary to appoint a new member of the Executive Board of the European Central Bank following the decision of Mr Lorenzo BINI SMAGHI to resign with effect from the end of 31 December 2011,
   HEREBY RECOMMENDS TO THE EUROPEAN COUNCIL:
   To appoint Mr Benoît COEURÉ as member of the Executive Board of the European Central Bank for a term of office of eight years.

      Done at Brussels, 30 November 2011.

            For the Council

            The President

         J. VINCENT-ROSTOWSKI


title: Commission Recommendation of 20 August 2009 on media literacy in the digital environment for a more competitive audiovisual and content industry and an inclusive knowledge society

text:
               29.8.2009

               EN

               Official Journal of the European Union

               L 227/9

      COMMISSION RECOMMENDATION

   of 20 August 2009
   on media literacy in the digital environment for a more competitive audiovisual and content industry and an inclusive knowledge society
   (2009/625/EC)
   THE COMMISSION OF THE EUROPEAN COMMUNITIES,
   Having regard to the Treaty establishing the European Community, in particular Article 211 thereof (1),
   Whereas:

               (1)

               On 20 December 2007 the Commission adopted a Communication ‘A European approach to medial literacy in the digital environment’ (2) focussing on media literacy for commercial communication covering issues related to advertising, media literacy for audiovisual works which is in part about raising awareness of European film and enhancing creativity skills and media literacy for online which, for example would give citizens a better knowledge of how Internet search engines work.

               (2)

               The European Parliament, in its report on media literacy in a digital world (3), urged the Commission to expand its policy to promote media literacy, working together with all European Institutions and with local and regional authorities.

               (3)

               Council conclusions on Media Literacy (4) adopted by the Education, Youth and Culture Council of 21/22 May 2008 endorse the strategic view proposed by the European Commission of media literacy as an important factor for active citizenship in today's information society.

               (4)

               A global opinion on Creative Content on line and Media literacy was adopted by the Committee of Regions in October 2008 (5).

               (5)

               The Lisbon Council (6) concluded that ‘content industries create added value by exploiting and networking European cultural diversity’. The European Agenda for Culture launched in 2007 establishes a strategic policy framework to address key challenges in the area of culture, while the Council conclusions of May 2009 on culture as a catalyst for creativity and innovation, highlight the specific contribution culture can make to creativity and innovation and call for a broad concept of innovation as part of the Lisbon strategy beyond 2010. This is also particularly important in the framework of the European Commission's initiative i2010 in order to boost competitiveness in the ICT sector and create a Single European information space.

               (6)

               A higher degree of media literacy would significantly help to approaching the objectives set for the European Union at the Lisbon European Council and in the i2010 initiative in particular regarding a more competitive knowledge economy, while contributing to a more inclusive information society.

               (7)

               The public consultation held at the end of 2006 showed that there are different practices and uneven levels of media literacy throughout Europe. At the same time, it is recognised that there are no agreed criteria or standards for assessing media literacy, and there is an urgent need for larger-scale, longer-term research to establish such criteria.

               (8)

               As recognised in the study ‘Current trends and approaches to media literacy in Europe’ carried out for the Commission in the second half of 2007 there are some barriers to development in the area of media literacy at European level. These include in particular lack of shared vision, lack of European visibility of national, regional and local initiatives, lack of European networks and of co-ordination between stakeholders.

               (9)

               It would be extremely important to be able to analyse, highlight and spread good practices in the field throughout the European Union and to create and foster European networks among stakeholders.

               (10)

               The ability of European citizens to make informed and diversified choices as media consumers would contribute to the competitiveness of the European audiovisual and content industry.

               (11)

               Media literacy relates to the ability to access the media, to understand and critically evaluate different aspects of the media and media content and to create communications in a variety of contexts.

               (12)

               The diffusion of digital creative content and the multiplication of online and mobile distribution platforms create new challenges for media literacy. In today's world, citizens need to develop analytical skills that allow for better intellectual and emotional understanding of digital media.

               (13)

               Media literacy includes all media. The aim of media literacy is to increase people's awareness of the many forms of media messages encountered in their everyday lives. Media messages are the programmes, films, images, texts, sounds and websites that are carried by different forms of communication.

               (14)

               Media literacy plays an important role in enhancing awareness in the European audiovisual heritage and cultural identities and increasing knowledge and interest in audiovisual heritage and recent European cultural works.

               (15)

               Media literacy is a matter of inclusion and citizenship in today’s information society. It is a fundamental skill not only for young people but also for adults and elderly people, parents, teachers and media professionals. Thanks to the Internet and digital technology, an increasing number of Europeans can now create and disseminate images, information and content. Media literacy is today regarded as one of the key prerequisites for an active and full citizenship in order to prevent and diminish risks of exclusion from community life.

               (16)

               A media literate society would be at the same time a stimulus and a precondition for pluralism and independence in the media. The expression of diverse opinions and ideas, in different languages, representing different groups, in and across societies has a positive impact on the values of diversity, tolerance, transparency, equity and dialogue. The development of media literacy in all sections of society should therefore be promoted and its progress followed closely.

               (17)

               Democracy depends on the active participation of citizens to the life of their community and media literacy would provide the skills they need to make sense of the daily flow of information disseminated through new communication technologies.

               (18)

               Media literacy should be addressed in different ways at different levels. The modalities of inclusion of media literacy in school curricula at all levels are the Member States' primary responsibility. The role played by local authorities is also very important since they are close to the citizens and support initiatives in the non-formal education sector. Civil society should also make an active contribution to promoting media literacy in a bottom-up manner.

               (19)

               Commission initiatives such as MEDIA 2007 (Decision No 1718/2006/EC of the European Parliament and of the Council of 15 November 2006 concerning the implementation of a programme of support for the European audiovisual sector (MEDIA 2007) (7)) and the Audio Visual Media Service Directive (Directive 2007/65/EC of the European Parliament and of the Council of 11 December 2007 amending Council Directive 89/552/EEC on the coordination of certain provisions laid down by law, regulation or administrative action in Member States concerning the pursuit of television broadcasting activities (8)) which aim at reinforcing the competitiveness of European audiovisual and content industry, would contribute to media literacy.

               (20)

               The Commission intends to monitor the efforts made on audiovisual media literacy and media literacy for commercial communication as foreseen in recital 37 of the Audio Visual Media Service Directive, notably in the framework of the Audio Visual Media Service Contact Committee and within the reporting obligation foreseen in Article 26 of the Directive.

               (21)

               The Commission will encourage research projects on media literacy in the framework of existing programmes. In particular, it intends to launch a study on the level of awareness of risks connected to the dissemination of personal data in the online environment, and a study on how to improve the use of search engines.

               (22)

               Media literacy initiatives should also include a dimension of awareness of the role of copyright.

               (23)

               Processing of personal data in information and communication networks, notably for the purpose of providing tailored offers to consumers, and the challenges it raises in terms of protection of personal data and respect of privacy must be addressed as part of media literacy initiatives. Indeed, information and communication networks open new possibilities for users; however it might also pose new risks for individuals, such as identity theft, discriminatory profiling or continuous surveillance. The Commission addressed these concerns and possible solutions in its Communication on Promoting Data Protection by Privacy Enhancing Technologies (PETs) (9).

               (24)

               Initiatives on digital media literacy should ensure a close involvement of traditional publishers, considering the highly valuable experience of the publishing industry as regards media literacy in the offline world and given the increasing shift of this industry towards digital content production and distribution.

               (25)

               The Commission intends to further create consensus on essential aspects of media literacy (definitions, objectives) and support the analysis and exchange of good practices on media literacy in the digital environment, including on the economy of the media sector in Europe in particular through the organisation of meetings of the AVMS Contact Committee (10), the promotion and support of events under MEDIA 2007 (11), cooperation with the other European Institutions and International Organisations such as the Council of Europe, UNESCO and the United Nations Alliance of Civilization and the promotion of a public private partnership on media literacy,

         HEREBY RECOMMENDS THAT:

               I.

               The Member States, in cooperation with the authorities in charge of audiovisual and electronic communication regulation and in collaboration with supervisory data protection authorities where appropriate:

                           1.

                           develop and implement co-regulatory initiatives leading to the adoption of codes of conduct by the main stakeholders and promote self-regulatory initiatives and guidelines, on the subjects identified for the Media Industry under part II below;

                           2.

                           following on from the current Commission's study on assessment criteria for media literacy levels in Europe, promote systematic research through studies and projects on the different aspects and dimensions of media literacy in the digital environment and monitor and measure the progress of media literacy levels;

                           3.

                           open a debate in conferences and other public events on the inclusion of media literacy in the compulsory education curriculum, and as part of the provision of key competences for lifelong learning, set out in the Recommendation of the European Parliament and of the Council of 18 December 2006 on key competences for lifelong learning;

                           4.

                           enhance their efforts to improve awareness of national and European audiovisual heritage through national awareness-raising campaigns aimed at citizens;

                           5.

                           raise awareness through trainings, information days and distribution of information packs of the risks involved in processing personal data through information and communication networks and educate users, especially young people, parents and teachers, in this field.

               II.

               The Media Industry increases its commitment to provide with the necessary tools to improve their level of media literacy by:

                           1.

                           systematically spreading knowledge through information campaigns on how information and creative content are produced, edited and distributed in the digital world, including on how search engines work and how to better use them;

                           2.

                           providing citizens with clear, user-friendly information, by organising awareness-raising campaigns, about techniques used for commercial communication purpose, notably about product placement, online advertising, and with means to better identify the boundaries between marketing and content;

                           3.

                           providing citizens with information, creating information packs especially aimed at young people, on how their personal data are processed in the context of tailored offers, notably interactive advertising, in the full respect of existing legal provisions;

                           4.

                           actively informing citizens by organising information days, of how the creative economy works, including the role of copyright in that respect.

               III.

               This Recommendation is addressed to the Member States.

      Done at Brussels, 20 August 2009.

            For the Commission

         Viviane REDING

            Member of the Commission

      (1)  OJ C 325, 24.12.2002, p. 1.

      (2)  COM(2007) 833 final.

      (3)  2008/2129(INI) of 24 November 2008.

      (4)  2008/C 140/08.

      (5)  CdR 94/2008.

      (6)  http://www.europarl.europa.eu/sides/getDoc.do?type=REPORT&reference=A6-2005-0278&language=EN

      (7)  OJ L 327, 24.11.2006, p. 12.

      (8)  OJ L 332, 18.12.2007, p. 27.

      (9)  COM (2007) 228 final of 2 May 2007.

      (10)  AVMS, see Directive 2007/65/EC.

      (11)  Decision No 1718/2006/EC.


title: 2004/913/EC: Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companiesText with EEA relevance

text:
               29.12.2004

               EN

               Official Journal of the European Union

               L 385/55

      COMMISSION RECOMMENDATION

   of 14 December 2004
   fostering an appropriate regime for the remuneration of directors of listed companies
   (Text with EEA relevance)
   (2004/913/EC)
   THE COMMISSION OF THE EUROPEAN COMMUNITIES,
   Having regard to the Treaty establishing the European Community, and in particular the second indent of Article 211 thereof,
   Whereas:

               (1)

               In May 2003, the Commission adopted a Communication on ‘Modernising Company Law and enhancing Corporate Governance in the European Union – A plan to move forward’ (1). Among a range of proposals to strengthen shareholders' rights and modernise the board of directors, it provides for an initiative aimed at encouraging an appropriate regulatory regime for directors' remuneration in the Member States.

               (2)

               The form, structure and level of directors' remuneration are matters falling within the competence of companies and their shareholders. This should facilitate the recruitment and retention of directors having the qualities required to run a company. However, remuneration is one of the key areas where executive directors may have a conflict of interest and where due account should be taken of the interests of shareholders. Remuneration systems should therefore be subjected to appropriate governance controls, based on adequate information rights. In this respect, it is important to respect fully the diversity of corporate governance systems within the Community, which reflect different Member States' views about the roles of corporations and of bodies responsible for the determination of policy on the remuneration of directors, and the remuneration of individual directors.

               (3)

               The disclosure of accurate and timely information by the issuers of securities builds sustained investor confidence and constitutes an important tool for promoting sound corporate governance throughout the Community. To that end, it is important that listed companies display appropriate transparency in dealings with investors, so as to enable them to express their views.

               (4)

               When implementing this Recommendation, Member States should consider the specificities of collective investment undertakings of the corporate type and should prevent the various types of collective investment undertaking from being subjected, unnecessarily, to unequal treatment. As regards collective investment undertakings as defined in Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (2), that Directive already provides for a set of specific governance mechanisms. However, in order to prevent the unnecessarily unequal treatment of those collective investment undertakings of the corporate type not subject to harmonisation at Community level, Member States should take into account whether and to what extent these non-harmonised collective investment undertakings are subject to equivalent governance mechanisms.

               (5)

               Shareholders should be provided with a clear and comprehensive overview of the company's remuneration policy. Such disclosure would enable shareholders to assess a company's approach to remuneration and strengthen a company's accountability to shareholders. It should include elements related to compensation. This should not, however, oblige the company to disclose any information of a commercially sensitive nature which could be detrimental to the company's strategic position.

               (6)

               Adequate transparency should also be ensured in the policy regarding directors' contracts. This should include the disclosure of information on issues such as notice periods and termination payments under such contracts which are directly linked to directors' remuneration.

               (7)

               In order to give shareholders an effective chance to express their views and an opportunity to debate the remuneration policy on the basis of a comprehensive disclosure, without having to initiate the process of tabling a shareholders' resolution, the remuneration policy should be an explicit item on the agenda of the annual general meeting.

               (8)

               In order to increase accountability, the remuneration policy should be submitted to the annual general meeting for a vote. The vote at that meeting could be advisory, so that the rights of the relevant bodies responsible for directors' remuneration would not be altered. An advisory vote would not entail any obligation either to amend directors' contractual entitlements or to amend the remuneration policy.

               (9)

               Shareholders should also be provided with the information on the basis of which they can hold individual directors accountable for the remuneration they earn or have earned. Disclosure of the remuneration of individual directors of the company, executive and non-executive or supervisory directors, in the preceding financial year is therefore important to help them appreciate the remuneration in the light of the overall performance of the company.

               (10)

               Variable remuneration schemes under which directors are remunerated in shares, share options or any other right to acquire shares or to be remunerated on the basis of share price movements, and any substantial change in such schemes, should be subject to the prior approval of the annual general meeting. The approval should relate to the scheme of remuneration and the rules applied to establish the individual remuneration under the scheme but not to the individual remuneration of directors under the scheme.

               (11)

               In view of the importance attached to the question of remuneration of directors it is appropriate to monitor the implementation of this Recommendation and in case of insufficient implementation to consider further measures,

         HEREBY RECOMMENDS:
   Section I
   Scope and definitions
   1.   Scope

               1.1.

               Member States should take all appropriate measures to ensure that listed companies having their registered office in their territory have regard to this Recommendation. They should however duly consider the specific features of collective investment undertakings of the corporate type under the scope of Directive 85/611/EEC. Member States should also consider the specific features of collective investment undertakings of the corporate type which are not subject to that Directive and whose sole purpose is the investment of money raised from investors in a diversified range of assets and which do not seek to take legal or managerial control over any of the issuers of its underlying investments.

               1.2.

               Member States should also take all appropriate measures to ensure that listed companies which are not incorporated in one of the Member States but which have their primary listing on a regulated market established in their territory have regard to the provisions of this Recommendation.

               1.3.

               Member States should ensure that this Recommendation applies to the remuneration of the chief executive officers in circumstances where they are not members of the administrative, managerial and supervisory bodies of a listed company.

         2.   Definitions for the purposes of this recommendation

               2.1.

               ‘Director’, means any member of the administrative, managerial or supervisory bodies of a listed company.

               2.2.

               ‘Listed company’, means a company whose securities are admitted to trading on a regulated market within the meaning of Directive 2004/39/EC in one or more Member States.

         Section II
   Remuneration policy
   3.   Disclosure of the policy on directors' remuneration

               3.1.

               Each listed company should disclose a statement of the remuneration policy of the company (the remuneration statement). It should be part of an independent remuneration report and/or be included in the annual accounts and annual report or in the notes to the annual accounts of the company. The remuneration statement should also be posted on the listed company's website.

               3.2.

               The remuneration statement should mainly focus on the company's policy on directors' remuneration for the following financial year and, if appropriate, the subsequent years. It should also contain an overview of the manner in which the remuneration policy has been implemented in the previous financial year. Particular emphasis should be laid on any significant changes in the listed company's remuneration policy as compared to the previous financial year.

               3.3.

               The remuneration statement should set out at least the following information:

                           (a)

                           explanation of the relative importance of the variable and non-variable components of directors' remuneration;

                           (b)

                           sufficient information on the performance criteria on which any entitlement to share options, shares or variable components of remuneration is based;

                           (c)

                           sufficient information on the linkage between remuneration and performance;

                           (d)

                           the main parameters and rationale for any annual bonus scheme and any other non-cash benefits;

                           (e)

                           a description of the main characteristics of supplementary pension or early retirement schemes for directors.

                     The disclosure of that information in the remuneration statement should nevertheless not entail the disclosure of information of a commercially sensitive nature.

               3.4.

               The remuneration statement should also summarise and explain the listed company's policy with regard to the terms of the contracts of executive directors. This should include, inter alia, information on the duration of contracts with executive directors, the applicable notice periods and details of provisions for termination payments and other payments linked to early termination under contracts for executive directors.

               3.5.

               Information concerning the preparatory and decision-making process used for determining the listed company's remuneration policy for directors should also be disclosed. This should include information, if applicable, about the mandate and composition of a remuneration committee, the names of external consultants whose services have been used in determination of the remuneration policy, and the role of the shareholders' annual general meeting

         4.   Shareholders' vote

               4.1.

               Without prejudice to the role and organisation of the relevant bodies responsible for setting directors' remunerations, the remuneration policy and any significant change to the remuneration policy should be an explicit item on the agenda of the annual general meeting.

               4.2.

               Without prejudice to the role and organisation of the relevant bodies responsible for setting directors' remunerations, the remuneration statement should be submitted to the annual general meeting of shareholders for a vote. The vote may be either mandatory or advisory.
               Member States may, however, provide that such a vote will be held only if shareholders representing at least 25 % of the total number of votes held by shareholders present or represented at the annual general meeting request it. This should nevertheless be without prejudice to the right for shareholders to table a resolution in accordance with national provisions.

               4.3.

               The listed company should inform shareholders entitled to receive notice of the meeting of the intention to table a resolution approving the remuneration statement at the annual general meeting.

         Section III
   Remuneration of individual directors
   5.   Disclosure of the remuneration of individual directors

               5.1.

               The total remuneration and other benefits granted to individual directors over the relevant financial year should be disclosed in detail in the annual accounts or in the notes to the annual accounts or, where applicable, in the remuneration report.

               5.2.

               The annual accounts or the notes to the annual accounts or, where applicable, the remuneration report should show at least the information listed in points 5.3. to 5.6. for each person who has served as a director of the listed company at any time during the relevant financial year.

               5.3.

               As regards the remuneration and/or emoluments, the following information should be presented:

                           (a)

                           the total amount of salary paid or due to the director for the services performed under the relevant financial year, including where appropriate the attendance fees fixed by the annual general shareholders meeting;

                           (b)

                           the remuneration and advantages received from any undertaking belonging to the same group;

                           (c)

                           remuneration paid in the form of profit sharing and/or bonus payments and the reasons why such bonus payments and/or profit sharing were granted;

                           (d)

                           where such payment is legally allowed, any significant additional remuneration paid to directors for special services outside the scope of the usual functions of a director;

                           (e)

                           the compensation paid to or receivable by each former executive director in connection with the termination of his activities during that financial year;

                           (f)

                           total estimated value of non-cash benefits considered as remuneration, other than the items covered in points (a) to (e).

               5.4.

               As regards shares and/or rights to acquire share options and/or all other share-incentive schemes, the following information should be presented:

                           (a)

                           the number of share options offered or shares granted by the company during the relevant financial year and their conditions of application;

                           (b)

                           the number of share options exercised during the relevant financial year and, for each of them, the number of shares involved and the exercise price or the value of the interest in the share incentive scheme at the end of the financial year;

                           (c)

                           the number of share options unexercised at the end of the financial year; their exercise price, the exercise date and the main conditions for the exercise of the rights;

                           (d)

                           any change in the terms and conditions of existing share options occurring during the financial year.

               5.5.

               As regards supplementary pension schemes, the following information should be presented:

                           (a)

                           when the pension scheme is a defined-benefit scheme, changes in the director's accrued benefits under that scheme during the relevant financial year;

                           (b)

                           when the scheme is a defined-contribution scheme, details of the contributions paid or payable by the listed company in respect of that director during the relevant financial year.

               5.6.

               If it is permissible under national law or under the Articles of Association of the listed company to make such payments, amounts should be shown which the company, or any subsidiary or company included in the company's consolidated annual accounts, has paid by way of loans, advance payments and guarantees to each person who has served as a director at any time during the relevant financial year, including the amount outstanding and the interest rate.

         Section IV
   Share-based remuneration
   6.   Shareholders' approval

               6.1.

               Schemes under which directors are remunerated in shares, share options or any other right to acquire shares or to be remunerated on the basis of share price movements should be subject to the prior approval of shareholders by way of a resolution at the annual general meeting prior to their adoption. The approval should relate to the scheme in itself and not to the grant of such share-based benefits under that scheme to individual directors.

               6.2.

               Approval by the annual general meeting should be obtained for the following:

                           (a)

                           grant of share-based schemes, including share options, to directors;

                           (b)

                           the determination of their maximum number and the main conditions of the granting process;

                           (c)

                           the term within which options can be exercised;

                           (d)

                           the conditions for any subsequent change in the exercise price of the options, if this is appropriate and legally permissible;

                           (e)

                           any other long term incentive schemes for which directors are eligible and which is not offered under similar terms to all other employees.

               6.3.

               The annual general meeting should also set the deadline within which the body responsible for directors' remuneration may award these types of compensation to individual directors.

               6.4.

               Any substantial change in the terms and conditions of the schemes should also be subject to the approval of shareholders by way of a resolution at the annual general meeting prior to their adoption. In those cases, shareholders should be informed of the full terms of the proposed changes and should be given an explanation of the effect of the proposed changes.

               6.5.

               If such arrangement is permissible under national law or under the Articles of Association of the listed company, any discounted option arrangement under which any rights are granted to subscribe to shares at a price lower than the market value of the share on the date when the price is determined, or the average of the market values over a number of days preceding the date when the exercise price is determined, should also receive the approval of shareholders.

               6.6.

               Points 6.1. to 6.4. should not apply to schemes in which participation is offered on similar terms to employees of the listed company or any of its subsidiary undertaking whose employees are eligible to participate in the scheme and which has been approved by the annual general meeting.

         Section V
   Information and final provisions
   7.   Information

               7.1.

               Prior to the annual general meeting where a draft resolution is tabled in accordance with point 6.1. and in accordance with national law and/or the Articles of Association of the listed company, an information notice concerning the resolution should be made available to shareholders.
               The notice should contain the full text of the share-based remuneration schemes or a description of their principal terms, and the names of the participants in the schemes. It should also set out the relationship of the schemes with the overall directors' remuneration policy.
               The draft resolution should clearly refer either to the scheme itself or to the summary of its principal terms.

               7.2.

               Information should also be made available to shareholders about how the company intends to provide for the shares needed to meet its obligations under incentive schemes. In particular it should be clearly stated whether the company intends to purchase the necessary shares in the market, whether it holds them in treasury, or whether it will issue new shares.

               7.3.

               This information should also provide an overview of the costs of the scheme to the company in view of the intended application.

               7.4.

               Such information should be posted on the listed company's website.

         8.   Final Provisions

               8.1.

               Member States are invited to take the necessary measures to promote the application of this Recommendation by 30 June 2006 and are invited to notify the Commission of measures taken in accordance with this Recommendation in order to allow the Commission to monitor closely the situation and, on this basis, to assess the need for further measures.

               8.2.

               This Recommendation is addressed to the Member States.

      Done at Brussels, 14 December 2004.

            For the Commission

         Charlie McCREEVY

            Member of the Commission

      (1)  COM(2003) 284 final.

      (2)  OJ L 375, 31.12.1985 p. 3. Directive as last amended by Directive 2004/39/EC of the European Parliament and of the Council (OJ L 145, 30.4.2004, p. 1).


title: 2014/761/EU: Commission Recommendation of 29 October 2014 on the application of internal energy market rules between the EU Member States and the Energy Community Contracting Parties

text:
               31.10.2014

               EN

               Official Journal of the European Union

               L 311/82

         COMMISSION RECOMMENDATION
   of 29 October 2014
   on the application of internal energy market rules between the EU Member States and the Energy Community Contracting Parties

      (2014/761/EU)

   THE EUROPEAN COMMISSION,
   Having regard to the Treaty on the Functioning of the European Union, and in particular Article 292 thereof,
   Whereas:

               (1)

               The European Union is a Party to the Energy Community which aims to create a single regulatory space for energy markets in Europe.

               (2)

               The Contracting Parties (1) to the Energy Community aim at integrating their energy markets with the EU internal energy market by adapting the EU internal market legislation for gas and electricity and incorporating it into their national legislation.

               (3)

               The key principles of the EU internal market legislation for gas and electricity are laid down in Directive 2009/72/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for internal market in electricity (2), Directive 2009/73/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in natural gas (3), Regulation (EC) No 714/2009 of the European Parliament and of the Council of 13 July 2009 on conditions for access to the network for cross-border exchanges in electricity (4) and Regulation (EC) No 715/2009 of the European Parliament and of the Council of 13 July 2009 on conditions for access to the natural gas transmission networks (5), which are applicable in the Member States as of 3 March 2011. Important rules of the EU internal market legislation for gas and electricity are also set out in legally binding network codes and guidelines, adopted on the basis of the above legislation and partially under development.

               (4)

               The Contracting Parties of the Energy Community are obliged to implement the above-mentioned directives and regulations 1 January 2015 (6) and apply the implementing measures as from the same date subject to few exceptions. Network codes and guidelines are also progressively incorporated into the legal order of the Energy Community.

               (5)

               Further EU internal market legislation for gas and electricity is envisaged to be implemented by the Contracting Parties, notably Directive 2005/89/EC of the European Parliament and of the Council of 18 January 2006 concerning measures to safeguard security of electricity supply and infrastructure investment (7), Regulation (EU) No 994/2010 of the European Parliament and of the Council of 20 October 2010 concerning measures to safeguard security of gas supply and repealing Council Directive 2004/67/EC (8) and Regulation (EU) No 347/2013 of the European Parliament and of the Council of 17 April 2013 on guidelines for trans-European energy infrastructure and repealing Decision No 1364/2006/EC and amending Regulations (EC) No 713/2009, (EC) No 714/2009 and (EC) No 715/2009 (9).

               (6)

               The geographical application of the EU internal market legislation for gas and electricity comprises the entire territory of the EU.

               (7)

               The Energy Community adopted on the 23 September 2014 an Interpretation by the Ministerial Council under Article 94 of the Energy Community Treaty in order to treat in the legal acts of the Energy Community incorporating European Union legislation the energy flows, imports and exports as well as commercial and balancing transactions, network capacities and interconnectors between Contracting Parties and EU Member States in the same way as the respective flows, imports, exports, transactions, capacities and infrastructure between Contracting Parties under Energy Community law.

               (8)

               Uniform treatment of cross-border flows, cross-border transactions and cross-border infrastructure (interconnections) between all Parties to the Energy Community Treaty is an important element of the single regulatory space for trade in gas and electricity and is an indispensable element to achieve the goals of the Energy Community. Moreover, the cooperation between the Energy Community Regulatory Board and the Agency for Cooperation of Energy Regulators with regard to its decisions, is necessary in order to facilitate the integration of the Contracting Parties with the EU internal energy market.

         HAS ADOPTED THIS RECOMMENDATION:

               1.

               Member States, including the regulatory authorities they have to designate under the internal market legislation for gas and electricity, the Agency for Cooperation of Energy Regulators and economic operators are invited to cooperate with the national authorities and economic operators of the Contracting Parties to the Energy Community in the application of the EU internal market legislation for gas and electricity between the Contracting Parties and the EU Member States.

               2.

               Member States, including the regulatory authorities they have to designate under the internal market legislation for gas and electricity, the Agency for Cooperation of Energy Regulators and economic operators are invited, when implementing the EU internal market legislation for gas and electricity, to apply any reference to:

                           (a)

                           energy flows, imports and exports as well as commercial and balancing transactions;

                           (b)

                           network capacity;

                           (c)

                           existing or new gas and electricity infrastructure

                     crossing borders, zones, entry-exit or control areas between the Member States to the flows, imports, exports, transactions, capacities and infrastructure crossing borders between Contracting Parties and the EU Member States.

               3.

               References in the EU internal market legislation for gas and electricity to cooperation and joint activities between national institutions, authorities and economic operators should be understood as including cooperation and joint activities between national institutions, authorities and economic operators of Member States and Contracting Parties.

               4.

               Where the legal acts of the EU internal market legislation for gas and electricity refer to ‘impacts’ on one or more Member States, such reference should be understood also as an impact on Contracting Parties or on a Contacting party and a Member State.

               5.

               Where it is competent to take decisions under the EU internal energy market legislation for gas and electricity, the Agency for Cooperation of Energy Regulators is invited to cooperate with the Energy Community Regulatory Board, where the Board is competent under Energy Community acquis, with the aim to allow adopting coherent acts of the two bodies.

               6.

               This Recommendation is addressed to the Member States, the Agency for Cooperation of Energy Regulators and economic operators and to Energy Community Regulatory Board.

      Done at Brussels, 29 October 2014.

            For the Commission

         Günther OETTINGER

            Vice-President

      (1)  The Republic of Albania, Bosnia and Herzegovina, the former Yugoslav Republic of Macedonia, republic of Moldova the Republic of Montenegro, the Republic of Serbia, Ukraine and The United Nations Interim Administration Mission in Kosovo pursuant to the United Nations Security Council Resolution 1244.

      (2)  OJ L 211, 14.8.2009, p. 55.

      (3)  OJ L 211, 14.8.2009, p. 94.

      (4)  OJ L 211, 14.8.2009, p. 15.

      (5)  OJ L 211, 14.8.2009, p. 36.

      (6)  With some exceptions as specified in the Energy Community acquis. See for details http://www.energy-community.org/portal/page/portal/ENC_HOME/ENERGY_COMMUNITY/Legal/EU_Legislation/Consolidated_acts#GAS

      (7)  OJ L 33, 4.2.2006, p. 22.

      (8)  OJ L 295, 12.11.2010, p. 1.

      (9)  OJ L 115, 25.4.2013, p. 39.