Shareholder Rights Directive II (SRD II)

Shareholder Rights Directive II (SRD II)

November 30, 2020

SRD is live as of 3 September 2020. The industry is continuing to seek common ground and harmonisation regarding this challenging directive.

Explore our insights and how to ensure your firm remains prepared.

Recent Developments

As of 3 September 2020, SRD II has gone live across many of the EEA member states. SRD II, as an amending Directive, required transposition into each Member State’s national law. This has resulted in industry challenge due to Member State divergence in the interpretation and implementation of SRD II’s requirements.

The industry is continuing to seek common ground and harmonisation regarding this challenging directive and we continue to monitor any developments in this area.


The Shareholder Rights Directive II (SRD II) is a European Union (EU) directive, which sets out to strengthen the position of shareholders and to ensure that decisions are made for the long-term stability of a company. It amends the original SRD, which came into effect in 2007, with the objective of improving corporate governance in companies which have their registered office in an EU Member State and whose securities are traded on the EU’s regulated markets.


SRD II establishes requirements in relation to enabling issuer company identification of its shareholders and the exercise of certain shareholder rights attached to voting shares in general meetings of companies.

It also establishes specific requirements to encourage shareholder engagement, in particular for the long-term. The requirements apply in relation to the:

  • Identification of shareholders
  • Transmission of information between Issuers, intermediaries and shareholders
  • Facilitation of the exercise of shareholders rights
  • Transparency of costs
  • Public disclosure of information by institutional investors, asset managers, life insurers and proxy advisors
  • Remuneration of directors and related party transactions


The SRD II requirements impact:

  • Intermediaries
  • Proxy advisers
  • Institutional investors
  • Asset managers
  • Issuers


The obligations applicable to intermediaries include the facilitation of a company’s right to identify its shareholders and to facilitate the exercise of shareholder rights. This is achieved by communicating the necessary arrangements to the shareholder without ‘undue delay’ (i.e. provide voting forms to shareholders and/or registering votes with issuers, or putting a shareholder in touch with an issuer) so the shareholder can exercise their rights. The scope has also been extended to third country intermediaries (Non-EU firms holding EU shares for shareholders).

Requirements for Asset Managers and Institutional Investors

SRD II also requires member states to ensure that institutional investors disclose to the public how their equity investment strategy is aligned with the profile, the duration of their liabilities, and how it contributes to the medium to long-term performance of their assets. Asset managers will be subject to transparency and disclosure requirements on a half-yearly basis.


SRD II mandates that shareholders must be given the right to vote on the company’s remuneration policy and on the remuneration report at a firm’s annual general meeting (AGM). The aim of this requirement is to try and create a better link between pay and the performance of company directors.

Core Objectives

  • To increase the level and quality of engagement of asset owners and asset managers with their investee companies
  • To create a better link between pay and the performance of company directors
  • To enhance transparency and shareholder oversight on related party transactions
  • To ensure reliability and quality of advice of proxy advisors
  • To facilitate transmission of cross-border information (including voting) across the investment chain in particular through shareholder identification

Key Deadlines

10 June 2019—Member states were required to transpose the majority of SRD II’s requirements into national law (except Articles 3a, 3b and 3c of SRD II).

September 2020—Member states had until September 2020 to transpose into national law measures relating to the identification of shareholders, transmission of information and facilitation of the exercise of shareholders rights (Articles 3a, 3b and 3c of SRD II).