Companies Act 2014

F417 [ Identification of shareholders

1110B

1110B. (1) ( a ) A traded PLC, or its nominee referred to in paragraph (c) , may request, from an intermediary that provides services with respect to the shares of the traded PLC

(i) information regarding shareholder identity that relates to shares held in that traded PLC, and

(ii) the details of the next intermediary, if any, in the chain of intermediaries.

( b ) A requester may state, in a request, that the information to which the request relates is to be provided to the requester by the intermediary from whom it is requested.

( c ) A traded PLC may nominate a third party to make a request on its behalf.

( d ) In this section, request means a request under paragraph (a) , and requester means the person making the request.

(2) ( a ) An intermediary that receives a request and is in possession or control of the information to which that request relates shall, as soon as practicable, provide the requester with that information.

( b ) An intermediary that receives a request and is not in possession or control of the information to which that request relates shall, as soon as practicable

(i) inform the requester that it is not in possession or control of the information,

(ii) where the intermediary is part of a chain of intermediaries, transmit the request to each other intermediary in the chain known to the first-mentioned intermediary as being part of the chain, and

(iii) provide the requester with the details of each intermediary, if any, to which the request has been transmitted under subparagraph (ii) .

(3) ( a ) (i) Subparagraph (ii) applies to an intermediary that

(I) receives a request transmitted to it under subsection (2)(b) , and

(II) is in possession or control of the information to which that request relates.

(ii) An intermediary to which this subparagraph applies, shall, as soon as practicable, provide the information to which the request relates

(I) where the requester has made a statement under subsection (1)(b) , to the intermediary that transmitted the request in accordance with subsection (2)(b) , or

(II) where a requester has not made a statement under subsection (1)(b) , to the requester.

( b ) An intermediary that receives information under subparagraph (a)(ii)(I) shall, as soon as practicable, provide the information to the requester.

(4) Subject to subsection (5) , the personal data of shareholders may be processed by a requester, traded PLC or intermediary under this section, in so far as it is necessary to

( a ) enable a traded PLC to

(i) identify its existing shareholders in accordance with this section, or

(ii) communicate with the shareholders directly, or

( b ) facilitate the exercise of shareholder rights and shareholder engagement with the traded PLC.

(5) Without prejudice to any longer storage period laid down by European Union law, and subject to subsection (6) , where a requester or intermediary receives or otherwise processes the personal data of a person who is a shareholder in accordance with this section, that personal data shall not be so processed for longer than 12 months after the requester or intermediary, as the case may be, has become aware that the person concerned has ceased to be a shareholder.

(6) Subject to compliance with the Data Protection Acts 1988 to 2018 and the General Data Protection Regulation, a traded PLC or intermediary may process the personal data of shareholders in so far as doing so is necessary for any of the following purposes:

( a ) carrying out, or facilitating the carrying out of, an investigation into suspected or alleged offences in relation to the traded PLC;

( b ) engaging in or facilitating litigation relating to the shareholder or shareholders to whom the personal data relates;

( c ) maintaining records of, and otherwise dealing with, unclaimed dividend entitlements;

( d ) disposing of, or otherwise dealing with, shares of untraced shareholders;

( e ) dealing with queries from former or current shareholders relating to their shares, including queries regarding historic transactions;

( f ) adducing evidence of transactions, changes in ownership or dispositions of shares having taken place;

( g ) compliance with applicable accounting, regulatory or tax requirements;

( h ) compliance with any direction, instruction or other request from a regulatory or supervisory body;

( i ) compliance with any provision of this Act.

(7) An intermediary that discloses information regarding the identity of a shareholder in accordance with this section shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.

(8) This section shall come into operation on 3 September 2020. ]

Annotations

Amendments:

F417

Inserted (3.09.2020) by European Union (Shareholders’ Rights) Regulations 2020 (S.I. No. 81 of 2020), reg. 7, in effect as per reg. 1(3), section commenced as per subs. (8).