The Shareholder Rights Directive (SRD) has played a key role in enhancing transparency, communication and shareholder engagement across European capital markets, particularly through the measures introduced under SRD II. Significant progress has been achieved in the digitalisation of shareholder identification, voting, and general meeting processes. However, implementation experience has revealed persistent fragmentation across Member States, resulting in legal uncertainty, operational inefficiencies and additional costs especially in cross-border contexts. Drawing on Euronext’s experience as a pan-European market infrastructure, this response highlights the main structural shortcomings of the current framework and proposes targeted improvements aimed at strengthening harmonisation, standardisation and efficiency. These reforms would deliver tangible benefits for issuers, investors and intermediaries, while supporting deeper EU capital market integration.
Key challenges and shortcomings of the current framework
Legal certainty and definition of shareholder : The lack of a harmonised definition of “shareholder” creates legal uncertainty, especially cross-border, due to divergent interpretations and varying thresholds. Despite SRD II, full transparency remains incomplete (97–98% coverage). A clear, EU-wide definition aligned with beneficial ownership is needed.
Shareholder identification and digitalisation : SRD II has improved speed and digitalisation (ISO 20022), but bottlenecks persist, particularly at sub-custodian level where processes remain partly manual.
Fragmentation and interoperability : National differences in scope and standards continue to hinder efficiency. Interoperability gaps require manual reconciliation, and straight-through processing often breaks along the custody chain.
Voting and operational frictions : Voting remains inefficient due to reconciliation delays, share blocking practices, and restrictive deadlines affecting cross-border investors.
Fees and transparency : Cross-border costs remain high and opaque, with poorly aligned and insufficiently transparent intermediary fees.
General meetings : Hybrid and virtual meetings are growing (61% in H1 2025) but lack of a harmonised EU framework creates legal and operational risks.
Policy recommendations
To address these challenges, Euronext proposes a set of targeted reforms focused on harmonisation, efficiency, transparency and governance across the EU framework.
First, we recommend harmonising the definitions of “shareholder” and “final beneficial owner,” removing national shareholder identification thresholds, and extending the scope of the Directive to cover all relevant financial instruments. To improve operational efficiency, Euronext calls for enhanced interoperability and full straight-through processing across the entire custody chain, alongside reinforced standardisation efforts, including alignment with SCoRE voting standards, and streamlined administrative processes to reduce burdens and accelerate information flows. In terms of transparency and costs, the proposal emphasises the need to improve clarity and alignment of intermediary fees to ensure fair and predictable pricing. Furthermore, Euronext advocates for a more harmonised voting framework across the EU, notably through the alignment of voting and disclosure deadlines, the introduction of mandatory electronic proof of entitlement, and the removal of unnecessary documentation requirements. Finally, we support the establishment of an EU-wide framework for hybrid and virtual general meetings, incorporating cybersecurity requirements, GDPR compliance, EU-based hosting arrangements, and common technical standards, with the objective of enabling secure, efficient and inclusive shareholder participation throughout the European Union.