2020 Dutch AGM season: record number of management proposals rejected without any live discussion at the AGMs

News · 15-07-2020

Shareholders of Dutch listed companies have rejected a record number of resolutions this season of annual general meetings of shareholders (AGMs). However, there was hardly any discussion on these controversial resolutions at the AGMs. Due to the corona pandemic, live interaction between shareholders and executives and supervisory directors was missing. This is one of the main findings in today’s released Eumedion analysis of the 2020 AGM season.

Eumedion is pleased that thanks to the emergency legislation for convening virtual-only AGMs the continuity of decision-making at the AGMs could be guaranteed this year. Consequently, new CEOs could be appointed and authorisations to issue new shares could be granted. On the other hand, the AGM could hardly perform its function as a discussion and accountability platform. Questions had to be submitted in writing in advance of the AGM and were generally answered briefly by executives and supervisory directors. Shareholders often had to provide their voting instructions in advance of the AGM, so that the discussion at the AGM – if any – had no real impact. Eumedion therefore wonders whether it would not be better in the future to separate the moment of discussion, accountability and deliberation from the moment of voting. In this way, the quality of the answers to the shareholders' questions can still influence voting behaviour. Royal Dutch Shell was the first company that separated the ‘discussion part’ from the ‘voting part’ of the AGM and many Eumedion members appreciated it.

Remuneration policy was by far the most controversial topic this season. 24 out of the 50 resolutions that received significant shareholder dissent (over 20%) were related to this topic. A record of 13 resolutions to amend the remuneration policy were rejected or withdrawn by the board at the start or ahead of the AGM. This was partly due to a much more critical attitude of institutional investors, who for the first time were also legally obliged to evaluate the resolutions on "social effects". Another important reason was that for the first time a 75% AGM voting majority was required to get the resolutions adopted (instead of a simple majority). This made it easier for responsible and engaged shareholders to reject an excessive remuneration policy.

The 2020 AGM season by the numbers:

- In total, just over 1,000 resolutions were put to the vote this season. 50 of these resolutions received significant shareholder dissent (over 20%). 18 Resolutions were rejected by the AGM and 20 resolutions were withdrawn at the start or ahead of the AGM. Two proposals could only be adopted with the help of a "friendly" Trust Office.

- In total 41 virtual-only AGMs were held, representing 43% of the total number of AGMs held by Dutch listed companies. At the other AGMs, shareholders were discouraged from attending; between 0 and 9 shareholders were physically present at these AGMs.

- The corona pandemic only slightly reduced the average level of voter turnout: 72.3% at the AGMs of AEX companies (2019: 73.2%) and 63.3% at the AGMs of AMX companies ( 2019: 65.9%). In particular retail investors faced challenges with remote voting or were less interested in voting if they cannot attend the AGM in person.

- The number of female executives and supervisory directors rose sharply. AEX companies now have an average of 19% female executives. Last year this number was only 10%. For the first time in history, more new female than male supervisory directors were appointed in an AGM season (35 out of 67 newly nominated supervisory directors). All AEX companies now meet the forthcoming statutory quota of at least one-third female supervisory directors, with the exception of ABN AMRO Bank.

- Twelve listed companies have now set a deadline for becoming a ‘carbon neutral’ company. Philips and Signify have set this ambition by year-end 2020, while Royal Dutch Shell, DSM, AkzoNobel, Boskalis and Vopak strive for becoming carbon neutral by 2050.

Relevant documents

2020 AGM Season Evaluation Report