OpenLegislation

Regulation 2 InterpretationI1

United Kingdom

(1)

In these Regulations—

  • “the Act” means the Financial Services and Markets Act 2000 M1;

  • “the FCA” means the Financial Conduct Authority;

  • “proxy advisor” means a person who—

    1. (a)

      is a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive M2;

    2. (b)

      provides proxy advisor services to a shareholder with respect to the shares of any company where—

      1. (i)

        the company's registered office is situated in the United Kingdom F1... or in Gibraltar; and

      2. (ii)

        F2the shares are admitted to trading on a UK regulated market or a Gibraltar regulated market; and

    3. (c)

      either—

      1. (i)

        has its registered office (or if it does not have a registered office, its head office) in the United Kingdom; or

      2. (ii)

        has its registered office or head office in any country or territory other than the United Kingdom F3... or Gibraltar, and provides proxy advisor services through an establishment located in the United Kingdom; and

  • “proxy advisor services” means services provided by a person acting in the capacity of a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive.

(2)

In paragraph (1)—

(a)

“Shareholder Rights Directive” means 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 M3 F4as in force immediately before IP completion day; and

F5(b)

in the definition of “proxy advisor”, in paragraph (b)—

(i)

“regulated market” means a multilateral system operated or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments, in the system and in accordance with its non-discretionary rules, in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules or systems;

(ii)

“UK regulated market” means a regulated market which is a recognised investment exchange under section 285 of the Act, but not an overseas investment exchange within the meaning of section 313(1) of the Act;

(iii)

“Gibraltar regulated market” means a regulated market which is authorised and functions regularly and in accordance with Part 3 of the Financial Services (Markets in Financial Instruments) Act 2018 of Gibraltar F6, as amended from time to time;

(iv)

“shareholder” has the meaning given by Article 2.1(e) of the transparency obligations directive, within the meaning given in section 103(1) of the Act F7, as in force immediately before IP completion day.

Annotations

Textual amendments

F1

Words in reg. 2(1) omitted (31.12.2020) by virtue of The Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (S.I. 2020/628), regs. 1(4), 15(3)(a)(i)

F2

Words in reg. 2(1) substituted (31.12.2020) by The Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (S.I. 2020/628), regs. 1(4), 15(3)(a)(ii)

F3

Words in reg. 2(1) omitted (31.12.2020) by virtue of The Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (S.I. 2020/628), regs. 1(4), 15(3)(b)

F4

Words in reg. 2(2)(a) inserted (31.12.2020) by The Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (S.I. 2020/628), regs. 1(4), 15(4)(a)

F5

Reg. 2(2)(b) substituted (31.12.2020) by The Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (S.I. 2020/628), regs. 1(4), 15(4)(b)

F6

L.N. 2017/135.

F7

The definition of “transparency obligations directive” was inserted by section 1265 of the Companies Act 2006 (c. 46) and amended by S.I. 2012/1538 and 2015/1755.

Marginal citations

M1

2000 c. 8.

M2

Point (g) was added by Article 1(2)(b) of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (OJ L 132, 20.5.2017, p. 1).

M3

OJ L 184, 14.7.2007, p 17. Relevant amendments of the Shareholder Rights Directive were made by Directive (EU) 2017/828, Article 1(1)(a) and (d), (2)(a) and (b) and (3).

Commencement

I1

Reg. 2 in force at 10.6.2019, see reg. 1