company and how the company implements in practice its remuneration policy. The disclosure and publication of anonymised remuneration reports would not allow the achievement of those objectives. (18b) In order to increase transparency and accountability of directors and to enable shareholders, potential investors and stakeholders to have a full and reliable picture of the remuneration granted to each director, it is of particular importance that every element and total amount of remuneration are disclosed. In particular, in order to prevent the circumvention of the requirements laid down by this Directive by the company, to avoid any conflict of interest and to ensure loyalty of the directors to the company, it is necessary to provide for the disclosure and the publication of the remuneration awarded or due to the individual directors not only from the company itself, but also from any undertaking belonging to the same group. If remuneration awarded or due to individual directors by undertakings belonging to the same group as the company were excluded from the remuneration report, there would be a risk that companies try to circumvent the requirements laid down by this Directive by providing directors with hidden remuneration via a controlled undertaking. In such a case, shareholders would not have a full and reliable picture of the remuneration granted to the directors by the company and the objectives pursued by this Directive would not be achieved. (18c) In order to provide a complete overview of the directors' remuneration, the report should also disclose, where applicable, the amount of remuneration granted on the basis of the family situation of individual directors. Therefore, the remuneration report should also cover, where applicable, remuneration components such as family or child allowances. However, because personal data which refer to the family situation of individual directors or special categories of personal data within the meaning of Regulation No (EU) 2016/679 are particularly sensitive and require specific protection, the report should only disclose the corresponding amount of the remuneration granted without disclosing the ground on which it was granted. (18d) Under this Directive, personal data included in the remuneration report should be processed for the purposes of increasing corporate transparency as regards directors’
company and how the company implements in practice its remuneration policy. The disclosure and publication of anonymised remuneration reports would not allow the achievement of those objectives. (18b) In order to increase transparency and accountability of directors and to enable shareholders, potential investors and stakeholders to have a full and reliable picture of the remuneration granted to each director, it is of particular importance that every element and total amount of remuneration are disclosed. In particular, in order to prevent the circumvention of the requirements laid down by this Directive by the company, to avoid any conflict of interest and to ensure loyalty of the directors to the company, it is necessary to provide for the disclosure and the publication of the remuneration awarded or due to the individual directors not only from the company itself, but also from any undertaking belonging to the same group. If remuneration awarded or due to individual directors by undertakings belonging to the same group as the company were excluded from the remuneration report, there would be a risk that companies try to circumvent the requirements laid down by this Directive by providing directors with hidden remuneration via a controlled undertaking. In such a case, shareholders would not have a full and reliable picture of the remuneration granted to the directors by the company and the objectives pursued by this Directive would not be achieved. (18c) In order to provide a complete overview of the directors' remuneration, the report should also disclose, where applicable, the amount of remuneration granted on the basis of the family situation of individual directors. Therefore, the remuneration report should also cover, where applicable, remuneration components such as family or child allowances. However, because personal data which refer to the family situation of individual directors or special categories of personal data within the meaning of Regulation No (EU) 2016/679 are particularly sensitive and require specific protection, the report should only disclose the corresponding amount of the remuneration granted without disclosing the ground on which it was granted. (18d) Under this Directive, personal data included in the remuneration report should be processed for the purposes of increasing corporate transparency as regards directors’
SRD_Compromise_Dec_2016.docx