The Shareholders' Rights (Directive 2007/36/EC) Regulations 2009 (S.I. 316 of 2009) implemented the Shareholders' Rights Directive on the exercise of certain rights attaching to voting shares in relation to general meetings of listed companies. The Regulations apply to companies whose registered office is in the State and whose shares are admitted to trading on a regulated market situated or operating within a Member State. In practice this means companies listed and trading on the Main Market of the Irish Stock Exchange as well as any company trading on a regulated market in another Member State having its registered office in Ireland. The main provisions of the Regulations are as follows:
Provides for shareholder participation across borders without the need to physically attend meetings, notably through the exercise of voting rights electronically;
Obliges companies to answer shareholders' questions at general meetings;
Obliges companies to publish documents and information regarding a general meeting on their website, including the result of votes taken;
Allows shareholders representing at least 5% of the voting shares in a company the right to call a general meeting (previously a holding of 10% was required);
Allows shareholders holding 3% of the issued share capital and representing at least 3% of the voting shares in a company the right to put items on the agenda and table draft resolutions for an annual general meeting; and
Strengthens shareholders' rights in relation to the appointment of proxies at general meetings.
