Press Release
EFFAS Capital Markets Commission calls for targeted SRD II refinements to foster EU- cross‑border equity investments
13 May 2026 | Frankfurt am Main
The European Federation of Financial Analysts Societies (EFFAS) Capital Markets Commission (CMC) has submitted its response to the European Commission’s consultation on the evaluation and potential review of the Shareholder Rights Directive II (SRD II).
The CMC supports the core objectives of SRD II, including stronger shareholder rights, improved cross-border investment, and enhanced stewardship. However, it calls for a clear shift toward a more efficient, market-led framework focused on removing operational frictions and improving the functioning of the investment chain, rather than introducing additional regulatory complexity.
The Commission believes that targeted reforms in digital infrastructure, standardisation of core processes, and supervisory convergence can materially improve investor protection, strengthen stewardship outcomes, and enhance the global competitiveness of EU capital markets in the context of the Savings and Investment Union.
Shareholder identification and market structure efficiency
EFFAS supports a harmonised operational definition of “shareholder” based on the end-investor bearing economic risk at the final custody level. This approach enhances legal clarity in complex cross-border structures without requiring harmonisation of national company law.
The CMC identifies shareholder identification as a remaining structural inefficiency and calls for the removal or material reduction of thresholds that limit issuer access to shareholder information, subject to appropriate safeguards. It further recommends the introduction of an EU wide “golden operational record” for corporate events, ensuring a single, standardised dataset across intermediaries. This would improve consistency, reduce operational risk, and enable more efficient voting and corporate actions processing across jurisdictions.
Digital infrastructure and shareholder participation
The CMC calls for a single EU-wide electronic messaging standard for all SRD-related communications to eliminate fragmentation across intermediaries and improve the efficiency of information and voting flows.
It supports fully digital proof of entitlement and proxy mechanisms, interoperable with EU digital identity frameworks, to enable secure and frictionless cross-border participation.
Hybrid general meetings are identified as the most effective model for shareholder engagement, combining accessibility with governance integrity, provided EU level minimum standards ensure full and equal shareholder rights across all formats.
Costs, tax barriers and cross-border investment frictions
EFFAS highlights that opaque and elevated cross-border costs remain a material barrier to effective shareholder engagement, particularly for retail investors.
The CMC calls for standardised cost disclosure, harmonised terminology, and the introduction of an EU level benchmarking tool for intermediary fees. Regulatory caps should remain limited to clearly evidenced cases of market abuse.
It also identifies withholding tax inefficiencies as a key structural barrier to cross-border investment. The CMC calls for harmonised and accelerated relief at source and refund mechanisms to eliminate double taxation and improve capital mobility within the EU.
Stewardship and reporting alignment
The CMC supports stronger long-term stewardship but highlights significant duplication across SRD II, SFDR, CSRD/ESRS, and national stewardship frameworks.
It calls for a streamlined, principles-based approach to reporting that prioritises outcomes over process-heavy disclosure requirements. The CMC further supports the development of a voluntary EU Stewardship Code aligned with existing frameworks, designed to promote consistency while preserving flexibility for different investment strategies.
Proxy advisors, remuneration and governance frameworks
EFFAS calls for clearer EU level definitions and enhanced transparency requirements for proxy advisors, including disclosure of methodologies, conflicts of interest, and governance structures, supported by proportionate national supervision.
It recommends simplified remuneration reporting focused on key performance indicators, long-term alignment, and effective incentive structures, including malus and clawback mechanisms.
For related-party transactions, the CMC supports a more harmonised EU framework combining quantitative thresholds with qualitative conflict of interest criteria to improve consistency, comparability, and investor protection.
EU Stewardship Code aligned with existing frameworks, designed to promote consistency while preserving flexibility for different investment strategies.
Supervisory convergence and enforcement consistency
The CMC notes continued divergence in SRD II implementation across Member States, particularly in relation to intermediary obligations and cost practices. In addition, EFFAS notes uneven application of Regulation (EU) No 537/2014 on mandatory auditor rotation across Member States and urges the Commission to ensure streamlined, consistent enforcement, in parallel with the SRD II review, as part of a coherent approach to governance and market integrity.
It calls for stronger EU level guidance, coordinated peer reviews, and enhanced supervisory cooperation to ensure convergence in application. Centralised supervision should only be considered where coordinated approaches fail to deliver consistent outcomes.
Next steps and call for action
EFFAS, through its Capital Markets Commission, stands ready to continue its engagement with EU institutions as the SRD II review progresses.
The CMC calls for a policy outcome focused on four priorities:
- Operational simplification across the investment chain
- Withholding tax: stop double taxation
- Full digital standardisation of shareholder processes
- Supervisory convergence to ensure consistent application across Member States
The Commission believes that this combination of targeted reforms, rather than additional regulatory layering, is essential to unlocking more efficient cross-border shareholder engagement and strengthening the long-term competitiveness and resilience of EU capital markets.
About EFFAS
EFFAS is a not-for-profit organisation founded in 1962, representing more than 18,000 investment professionals across 15 European national member societies. As a leading certification body, EFFAS offers the CEFA, CESGA®, and ECRA® designations, with over 28,500 certificate holders worldwide.
Press contact:
Álvaro Wagener Díez | Marketing & Communications Manager
a.wagener@effas.com | +49 69 98959519
