The Chair of the (Supervisory) Board should run the shareholders' meeting much more effectively. He or she should not shy away from maximising shareholders' speaking time and setting a maximum time limit for a particular topic. In order to pick up signals from society at an early stage, listed companies should also ensure that the stakeholder dialogue is better structured than at present. Eumedion issues these recommendations in its evaluation report of this year's shareholders' meetings, published today. In it, Eumedion notes that a number of shareholders’ meetings of large listed companies were disrupted by climate activists. This caused long meetings, several suspensions and deliberations that were mainly limited to the climate policy and targets of these companies. This was at the expense of careful consideration of other topics important to the company and its stakeholders.
Eumedion expects that various action groups will also show an interest in attending the shareholders’ meetings of large listed companies in the near future. This demonstrates the importance these organisations attach to the shareholders’ meeting and the topics discussed there. Eumedion welcomes this wider interest and discussion at the general meetings, if these stakeholders respect the meeting order and leave enough room for other meeting attendees to participate in the debate. Eumedion sees no reason in the events this AGM season to question the shareholders’ rights to attend and to speak at general meetings or to switch to virtual-only meetings.
Eumedion further notes that the number of management resolutions that evoked resistance among shareholders was much lower this year than in 2022. The number of resolutions that met more than 20% dissent votes or were removed from the agenda shortly before the AGM fell by almost 50% to 32 this year. That is only 3% of the total number of resolutions on the agenda. The number of rejected resolutions fell from ten in 2022 to eight this year. According to Eumedion, these statistics indicate that Dutch listed companies are increasingly taking into account the views of (large) investors already when preparing the resolutions. Another possible factor is that shareholders are increasingly holding executive and supervisory directors personally responsible for a resolution that meets strong resistance. They are increasingly willing to then vote against the discharge and/or (re)appointment of directors. This trend is clearly visible this AGM season.
Eumedion further notes in the report that external auditors are increasingly fulfilling their disciplining role, but that transparency and accountability on the audit conducted need further improvement.
The other highlights of the 2023 AGM season are:
- The vast majority of Ducht listed companies (78%) held the general meeting entirely in-person this year. The remaining 22% also offered shareholders the opportunity to participate in the general meeting via digital tools. No virtual-only AGMs were held this year as the 'Covid Emergency Act' expired on 1 February 2023, just before the start of the 2023 AGM season.
- Executive remuneration remains the most debated topic prior to and at the AGM: 41% of all resolutions that met more than 20% dissent votes related to this topic.
- The number of shareholders voting at AGMs continues to increase. The average number of votes cast at the AGMs of both AEX and AMX companies reached a new record this year: almost 80% at AEX companies and over 75% at AMX companies.The number of women on the supervisory boards of Dutch listed companies has increased further this season and now stands at an average of 43% among AEX companies and 40% among AMX companies, well above the statutory quota of 33%.
- The number of female executive directors lags far behind this, averaging 22% at AEX companies and 12% at AMX companies. Even worse is the ethnic diversity in the boardrooms of Dutch listed companies.
- Biodiversity, human rights, value chain responsibility and tax policy and transparency are topics that are increasingly debated at the AGM, but the information about these topics in the annual reports of listed companies often still lags far behind the European reporting requirements that will come into force from the 2024 financial year.