Commission Delegated Regulation (EU) 2022/1159 of 11 March 2022 supplementing Regulation (EU) 2019/2033 of the European Parliament and of the Council with regard to regulatory technical standards for public disclosure of investment policy by investment firms (Text with EEA relevance)
Corrected by
  • Corrigendum to Commission Delegated Regulation (EU) 2022/1159 of 11 March 2022 supplementing Regulation (EU) 2019/2033 of the European Parliament and of the Council with regard to regulatory technical standards for public disclosure of investment policy by investment firms, 32022R1159R(02), August 25, 2022
Commission Delegated Regulation (EU) 2022/1159of 11 March 2022supplementing Regulation (EU) 2019/2033 of the European Parliament and of the Council with regard to regulatory technical standards for public disclosure of investment policy by investment firms(Text with EEA relevance)
Article 1Disclosure principlesInformation to be disclosed in accordance with this Regulation shall be subject to the following principles:(a)Disclosures shall be subject to the same level of internal verification as that applicable to the management report included in the investment firm’s financial report.(b)Disclosures shall be clear. They shall be presented in a form that is understandable to users of information and communicated through an accessible medium. Important messages shall be highlighted and easy to find. Complex issues shall be explained in simple language. Related information shall be presented together.(c)Disclosures shall be meaningful and consistent over time to enable users of information to compare information across disclosure periods.(d)Quantitative disclosures shall be accompanied by qualitative explanations and any other supplementary information that may be necessary in order for the users of that information to understand them, noting in particular any significant change in any given disclosure compared to the information contained in the previous disclosures.
Article 2General specifications1.Where disclosing information in accordance with this Regulation, investment firms shall ensure that numeric values are submitted as facts. Quantitative data disclosed as a percentage shall be expressed per unit with a minimum precision equivalent to two decimal places.2.Where disclosing information in accordance with this Regulation, investment firms shall ensure that the data are associated with the following information:(a)disclosure reference date and reference period;(b)name and identifier of the disclosing investment firm (a Legal Entity Identifier (LEI) where available);(c)where relevant, accounting standard; and(d)where relevant, scope of consolidation.
Article 3Disclosure of proportion of voting rightsInvestment firms shall disclose the information referred to in Article 52(1), point (a) of Regulation (EU) 2019/2033 by using template IF IP1 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation.
Article 4Disclosure of voting behaviourInvestment firms shall disclose the information referred to in Article 52(1), point (b) of Regulation (EU) 2019/2033 as follows:(a)the information on the voting behaviour by using table IF IP2.01 and template IF IP2.02 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation;(b)the information on the explanation of the votes by using table IF IP2.03 and template IF IP2.04 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation;(c)the information on the ratio of proposals which the investment firm has approved by using template IF IP2.05 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation.
Article 5Disclosure of explanation of the use of proxy advisor firmsInvestment firms shall disclose the information referred to in Article 52(1), point (c) of Regulation (EU) 2019/2033 as follows:(a)the information on the list of proxy advisor firms used by the investment firm by using table IF IP3.01 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation;(b)the information on the links with proxy advisor firms by using table IF IP3.02 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation.
Article 6Disclosure of voting guidelinesInvestment firms shall disclose the information referred to in Article 52(1), point (d) of Regulation (EU) 2019/2033 by using template IF IP4 of Annex I to this Regulation and by following the instructions set out in Annex II to this Regulation.This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
This Regulation shall be binding in its entirety and directly applicable in all Member States.ANNEX IDISCLOSURE OF INVESTMENT POLICY BY INVESTMENT FIRMS
INVESTMENT FIRMS DISCLOSURE
Template numberTemplate codeName of the templateLegislative reference
INVESTMENT POLICY
1IF IP1PROPORTION OF VOTING RIGHTSRegulation (EU) 2019/2033 Art 52(1), point (a)
2IF IP2VOTING BEHAVIOURRegulation (EU) 2019/2033 Art 52(1), point (b)
3IF IP3PROXY ADVISOR FIRMSRegulation (EU) 2019/2033 Art 52(1), point (c)
4IF IP4VOTING GUIDELINESRegulation (EU) 2019/2033 Art 52(1), point (d)
IF IP1 – TEMPLATE ON PROPORTION OF VOTING RIGHTS
CountryEconomic sectorCompany nameCompany identifierProportion of voting rights attached to shares held directly or indirectly as set out in Article 52(2)
abcde
Please insert additional rows as needed.
IF IP2 – VOTING BEHAVIOUR
IF IP2.01 – TABLE ON THE DESCRIPTION OF VOTING BEHAVIOUR
RowItemValue
1Number of relevant companies in the scope of disclosure
2Number of general meetings in the scope of disclosure during the past year
3Number of general meetings in the scope of disclosure in which the firm has voted during the past year
4Does the investment firm inform the company of negative votes prior to the general meeting?
5Proportion of in-person votes used by the firm
6Proportion of votes by mail or electronic vote used by the firm
7On a consolidated basis, does the investment firm group possess a policy regarding conflicts of interests between relevant entities of the group?
8If yes, summary of this policy
IF IP2.02 – TEMPLATE ON VOTING BEHAVIOUR
RowItemNumberPercentage
1General meetings resolutions:
2the firm has approved
3the firm has opposed
4in which the firm has abstained
5General meetings in which the firm has opposed at least one resolution
IF IP 2.03 – TABLE ON EXPLANATION OF THE VOTES
RowItemValue
1Departments or roles in the investment firm that take part in deciding a voting position
2Description of the validation process for negative votes
3Number of full time equivalents used to analyse resolutions and examine voting records, excluding external resources such as proxy advisor firms
4Explanation of any material change in the rate of approval
5List of publicly available investment policy documents describing the investment firm’s objectives
6If relevant, certification of the firm’s investment policy
IF IP 2.04 – TEMPLATE ON VOTING BEHAVIOUR IN RESOLUTIONS BY THEME
RowItemVoted forVoted againstAbstainedTotal
1Voted resolutions by theme during the past year:
2Board structure
3Executive remuneration
4Auditors
5Environment, social, ethics
6Capital transactions
7External resolutions
8Other
IF IP 2.05 – TEMPLATE ON THE RATIO OF APPROVED PROPOSALS
RowItemValue
1Percentage of resolutions put forward by the administrative or management body that are approved by the firm
2Percentage of resolutions put forward by shareholders that are approved by the firm
IF IP3 – PROXY ADVISOR FIRMS
IF IP 3.01 – TABLE ON THE LIST OF PROXY ADVISOR FIRMS
Name of proxy advisor firmIdentifier of proxy advisor firmContract typeInvestments associated with the proxy advisor firmThemes of resolutions in which the proxy firm gave voting recommendations in the past year
abcde
Please insert additional rows as needed.
IF IP 3.02 – TABLE ON THE LINKS WITH PROXY ADVISOR FIRMS
Name of proxy advisor firmIdentifier of proxy advisor firmRelevant undertakings with which the proxy advisor firm has linksType of linkIf relevant, policy regarding conflicts of interests with the proxy advisor firm
abcde
IF IP4 – TABLE ON VOTING GUIDELINES
Voting guidelines regarding the companies the shares of which are held in accordance with Art. 52(2): short general summary and, if needed, links to non-confidential documents
a
ANNEX IIINSTRUCTIONS ON DISCLOSURE OF INVESTMENT POLICY BY INVESTMENT FIRMS1.1.PART I: GENERAL INSTRUCTIONS1.1StructureThis annex provides instructions for the disclosure templates and tables included in Annex I as regards:proportion of voting rights;voting behaviour;proxy advisor firms;voting guidelines.1.2Prudential consolidationThe scope of consolidation of an investment firms group is described in more detail in the draft RTS on prudential consolidation under Article 7(5) Regulation (EU) 2019/2033https://www.eba.europa.eu/sites/default/documents/files/document_library/Publications/Draft%20Technical%20Standards/2020/RTS/961461/Final%20draft%20RTS%20on%20prudential%20requirements%20for%20Investment%20Firms%20%28EBA-RTS-2020-11%29.pdf. Investment firm groups shall use this prudential scope to fulfil the disclosure requirements, and not the scope of accounting consolidation.1.2.PART II: INSTRUCTIONS RELATED TO TEMPLATES AND TABLESThe requirement of investment policy disclosure shall be fulfilled using both templates and tables. Templates contain quantitative information while tables contain qualitative information.1.IF IP1 – PROPORTION OF VOTING RIGHTS1.1.General remarksArticle 52(1), point (a) Regulation (EU) 2019/2033 requires a disclosure of the proportion of voting rights attached to shares held directly or indirectly, broken down by Member State and sector, considering only relevant companies as set out in Article 52(2). In the related template, each company is linked to a relevant country and an economic sector according to the drop-down list provided in the template, where the proportion of voting rights that the investment firm directly or indirectly holds exceeds the threshold of 5 % of all voting rights attached to the shares issued by the company.Investment firms shall disclose the proportion of voting rights attached to the shares held indirectly by their subsidiaries or other undertakings, where the investment firms exercise significant influence or control over the subsidiaries or other undertakings, or where close links exist.1.2.Instructions concerning specific positions
Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific statistical domains (OJ L 393, 30.12.2006, p. 1).
ColumnLegal references and instructions
aCountryArticle 52(1), point (a) Regulation (EU) 2019/2033.Proportion of voting rights shall be broken down by Member State, based on the residence of the investee company.
bEconomic sectorArticle 52(1), point (a) Regulation (EU) 2019/2033.Proportion of voting rights shall be broken down by sector. The list of economic sectors provided in the European Skills, Competences, Qualifications and Occupations framework (ESCO), which consists of 27 sectors, shall be used. These sectors are mapped to NACE codes, as presented in the table on the European Commission website.
cCompany nameName of the company in which shares are held.
dIdentifier of the companyIdentifier of the company in which shares are held, a Legal Entity Identifier (LEI). Investment firms shall report in this field the LEI code in all the cases where it is available.
eProportion of voting rights attached to shares held directly or indirectly as set out in Article 52(2)Article 52(2) Regulation (EU) 2019/2033.Percentage between 5 % (excluded) and 100 %.Relevant companies for the purpose of this template shall be those whose shares are admitted to trading on a regulated market. Only shares to which voting rights are attached shall be considered. The disclosure is required when the proportion of voting rights that the investment firm directly or indirectly holds exceeds the threshold of 5 % of all voting rights attached to the shares issued by the company. Voting rights shall be calculated on the basis of all shares to which voting rights are attached, even if the exercise of those voting rights is suspended. The shares in the scope of this disclosure may be held directly or indirectly. The "shares held directly" are shares held on the investment firm’s own account that are part of its own funds.The "shares held indirectly" are shares held by a subsidiary of the investment firm, or by any other undertaking over which the investment firm exercises a significant influence either by virtue of a formal agreement or any other business relation. They also include shares under the investment firm’s management on behalf of clients, unless voting rights are retained by shareholders by virtue of a contractual arrangement prohibiting the investment firm to vote on their behalf.
2.IF IP2 – VOTING BEHAVIOUR2.1.General remarksArticle 52(1), point (b) Regulation (EU) 2019/2033 requires a disclosure of three elements:(a)a complete description of voting behaviour in the general meetings of companies the shares of which are held in accordance with Article 52(2);(b)an explanation of the votes;(c)the ratio of proposals which the investment firm has approved.2.2.Instructions concerning specific positionsIF IP2.01 – TABLE ON THE DESCRIPTION OF VOTING BEHAVIOUR
RowLegal references and instructions
1Number of relevant companies in the scope of disclosureArticle 52(2) Regulation (EU) 2019/2033.Positive integer.Number of relevant companies in which shares are held (see column d in IF IP1).
2Number of general meetings in the scope of disclosure during the past yearArticle 52(2) Regulation (EU) 2019/2033.Positive integer.Number of general meetings held during the past year for the companies in the scope of disclosure.
3Number of general meetings in the scope of disclosure in which the firm has voted during the past yearArticle 52(2) Regulation (EU) 2019/2033.Positive integer, less than or equal to row 2.Number of general meetings held during the past year for the companies in the scope of disclosure, in which the investment firm has voted. This includes meetings where the firm expressed only abstention votes and meetings in which the firm voted by proxy.
4Does the investment firm inform the company of negative votes prior to the general meeting?Yes or no question.Answer is yes if the investment firm has a policy of informing a company of negative votes prior to general meetings, or if the firm has done so in a majority of cases during the past year.
5Proportion of in-person votes used by the firmPercentage.Shall not include votes by proxy.
6Proportion of votes by mail or electronic voting used by the firmPercentage.Includes votes by proxy.
7On a consolidated basis, does the investment firm group possess a policy regarding conflicts of interest between relevant entities of the group?Yes or no question.Investment firm groups shall fill in this row, individual investment firms shall not.Relevant entities of the group shall be those included in the scope of prudential consolidation under Regulation (EU) 2019/2033.
8If yes, summary of this policyFree text.If the answer in row 7 is yes, the firm shall include a short summary of the policy regarding conflicts of interest between relevant entities of the group.
IF IP2.02 – TEMPLATE ON VOTING BEHAVIOUR
RowLegal references and instructions
1General meeting resolutions:Title row.
2the firm has approvedNumber and percentage of general meeting resolutions in the scope of disclosure that the investment firm has approved during the past year.
3the firm has opposedNumber and percentage of general meeting resolutions in the scope of disclosure that the investment firm has opposed during the past year.
4in which the firm has abstainedNumber and percentage of general meeting resolutions in the scope of disclosure in which the investment firm has abstained during the past year.
5General meetings in which the firm has opposed at least one resolutionNumber and percentage of general meetings in the scope of disclosure in which the investment firm has opposed at least one resolution during the past year.
IF IP2.03 – TABLE ON EXPLANATION OF THE VOTES
RowLegal references and instructions
1Departments or roles in the investment firm that take part in deciding a voting positionFree text.List of the departments or roles that take part in deciding a voting position.
2Description of the validation process for negative votesFree text.If applicable, description of the validation process for negative votes in the relevant general meetings.
3Number of full-time equivalents used to analyse resolutions and examine voting records, excluding external resources such as proxy advisor firmsPositive amount.Amount of full-time equivalents in the departments or roles used to analyse resolutions and examine voting records. This shall include only internal resources at the investment firm.
4Explanation of any material change in the rate of approvalFree text.A short explanation shall be provided if the rate of approval has materially increased or decreased relative to the last disclosure, for instance following a change in policy, strategy or outlook of the investment firm as a shareholder.
5List of publicly available investment policy documents describing the investment firm’s objectivesFree text.List of documents, preferably as hypertext links, that describe the investment firm’s objectives acting as a shareholder.
6If relevant, certification of the firm’s investment policyFree text.If the investment firm has obtained certification for its investment policy, name and date of award of this certification. There may be several such certifications.
IF IP2.04 – TEMPLATE ON VOTING BEHAVIOUR IN RESOLUTIONS BY THEME
RowLegal references and instructions
1Voted resolutions by theme during the past year:Positive integers.Number of resolutions voted by the firm or its proxies during the past year in the general meetings in the scope of disclosure. The total amount is broken down by approval status: approved, objected, abstained.
2Board structurePositive integers.Number of resolutions about board structure, broken down by approval status.
3Executive remunerationPositive integers.Number of resolutions about executive remuneration, broken down by approval status.
4AuditorsPositive integers.Number of resolutions about auditors (e.g. appointment, remuneration), broken down by approval status.
5Environment, social, ethicsPositive integers.Number of resolutions about environmental, social and ethical issues, broken down by approval status.
6Capital transactionsPositive integers.Number of resolutions about capital transactions (e.g. mergers, acquisitions), broken down by approval status.
7External resolutionsPositive integers.Number of resolutions about external resolution proposals, broken down by approval status. These external resolutions are proposed by a shareholder to the others, generally in order to convince them to vote against a proposal of the board.
8OtherPositive integers.Number of resolutions about topics other than the ones above, broken down by approval status.
IF IP2.05 – TEMPLATE ON THE RATIO OF APPROVED PROPOSALS
RowLegal references and instructions
1Percentage of resolutions put forward by the administrative or management body that are approved by the firmArticle 52(1), point (b) Regulation (EU) 2019/2033.Percentage.
2Percentage of resolutions put forward by shareholders that are approved by the firmArticle 52(1), point (b) Regulation (EU) 2019/2033.Percentage.
3.IF IP3 – PROXY ADVISOR FIRMS3.1.General remarksArticle 52(1), point (c) Regulation (EU) 2019/2033 requires a disclosure of an explanation of the use of proxy advisor firms. This template includes information on proxy advisor firms as defined in Article 2, point (g) of 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 companiesDirective 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 (OJ L 184, 14.7.2007, p. 17).. These proxy advisor firms may provide research, advice or voting recommendations, or only execute voting instructions.3.2.Instructions concerning specific positionsIF IP3.01 – TABLE ON THE LIST OF PROXY ADVISOR FIRMS
ColumnLegal references and instructions
aName of proxy advisor firmProxy advisor firms as defined in Article 2, point (g) of the 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.Free text.
bIdentifier of proxy advisor firmIdentifier of the proxy advisor firm, a LEI where applicable.
cContract typeThis field is limited to two choices, between proxy advisor firms that give voting recommendations and firms that do not. In the latter case, the proxy advisor firms only execute votes on behalf of an investment firm.
dInvestments associated with the proxy advisor firmFree text.A list of the undertakings/investments that are related to the services of each proxy advisor firm.
eThemes of resolutions in which the proxy advisor firm gave voting recommendations in the past yearFree text, preferably using the categories given in IF IP2.04: board structure, executive remuneration, auditors, environment/social/ethics, capital transactions, external resolutions, or other themes to be specified.
IF IP3.02 – TABLE ON THE LINKS WITH PROXY ADVISOR FIRMS
ColumnLegal references and instructions
aName of proxy advisor firmFree text.
bIdentifier of proxy advisor firmIdentifier of the proxy advisor firm, preferably a LEI.
cRelevant undertakings with which the proxy advisor firm has linksRelevant undertakings with which proxy advisor firms have links, with a description of these links. Relevant undertakings shall be publicly traded companies, investment firms and credit institutions.
dType of linkPossible links as given in IAS 24.9. If several apply, the most significant shall be selected and specified in the accompanying narrative:the same group;associate or joint venture of the other entity;associate or joint venture of a third entity;a related person has control or joint control;a related person has significant influence;key management personnel.
eIf relevant, policy regarding conflicts of interest with the proxy advisor firmFree text.If applicable, a short description of the policy pursued by the investment firm to prevent conflicts of interest that may arise from links between proxy firms and undertakings or groups in which investment firms hold shares.
4.IF IP4 – VOTING GUIDELINES4.1.General remarksArticle 52(1), point (d) Regulation (EU) 2019/2033 requires a disclosure of the voting guidelines regarding the companies the shares of which are held in accordance with Paragraph 2 of the same article. The related table is used to disclose all voting guidelines in the relevant scope, not only proxy voting guidelines. Voting guidelines can be extensive and may be decided upon on a case-by-case basis for certain items in a general meeting agenda. These guidelines may vary by geographical zone, economic sector or theme of resolutions.4.2.Instructions concerning specific positions
ColumnLegal references and instructions
aVoting guidelines regarding the companies the shares of which are held in accordance with Article 52(2)Article 52(1), point (d), Article 52(2) Regulation (EU) 2019/2033.Free text.Short general summary and, if available, links to non-confidential documents, preferably in the form of hypertext links.
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