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Preparing for the EU Shareholders’ Rights Directive

Willis Towers Watson's insights on the SRD and executive pay

In 2017, EU regulations on governance, known as the Shareholders’ Rights Directive (SRD), were approved by the European Parliament after significant debate over SRD’s content and consequences. The SRD is comprised of a set of regulations meant to increase transparency and strengthen the shareholder’s position through new disclosure requirements leading to an increasing influence of shareholders and proxy advisors.

It is expected that annual reports of companies based and listed in the EU will need to comply with the new rules for financial year 2019 and in some countries maybe already for 2018. Companies should be preparing now for:

  • Enhanced explanation of relationship between pay and performance
  • Development of new remuneration report structures
  • Preparation of detailed discussions in remuneration committees and AGMs
  • Proactive communication with proxy advisors and institutional investors 

It is essential that companies monitor these developing regulations and be prepared to comply. Check this page regularly for the latest information.


SRD timeline

Preparing for the EU Shareholders' Rights Directive - timeline

How Willis Towers Watson can help

Willis Towers Watson provides a depth of resources and expertise available only from the world’s largest executive compensation consulting practice. We have consultants on the ground in countries across Europe who can guide you through the impact of the SRD. Our experts are well-connected to each other, and in particular, have deep expertise working with clients in similar projects in the U.K. and U.S.

We can help you through all stages of the SRD implementation, including:

  • Preparation 
    • Getting familiar with the implications for your company
    • Understanding investor views
    • Reviewing company programs and policies with respect to SRD and investor expectations
  • Implementation
    • Changing policies and programs as needed
    • Preparing information and documentation for board meetings
    • Drafting text for remuneration report explaining relationship between pay and performance
    • Define strategy for shareholder and investor communication on executive compensation 
    • Preparation for AGM
  • Ongoing support
    • Staying up-to-date with changing views of investors and proxy advisors
    • Regular review and update of remuneration policy and report

Contact a Willis Towers Watson expert in your country using the contact information listed on this page.


Featured insights on the Shareholders’ Rights Directive

Get in touch with our SRD team leaders


Current status

The European Council adopted the directive on 3 April 2017. The two-year implementation clock started ticking on 10 June 2017 and we’re now in the year of implementation. We expect that the Commission will publicly consult on the guidelines in mid-2018, at which point more detailed information will become available. However, organizations should start preparing now to meet the new requirements.


Recent updates


Contact a Willis Towers Watson expert in your country today


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