TY - CHAP
T1 - Shareholder voting and engagement in the Netherlands:
T2 - The Dutch institutional approach
AU - Lafarre, Anne
PY - 2022/9/10
Y1 - 2022/9/10
N2 - The Dutch corporate law framework of the public company (the NV) is characterized by an ‘institutional’ approach including a board autonomy principle and the focus on long-term value creation, which is well-established in Dutch (case) law. The Dutch shareholder meeting shares its important position with the corporate board and is not the highest power in the company. Despite that this Dutch framework follows a clear stakeholder model, shareholders have important decision-making rights that are defined in the law. These statutory decision-making rights include topics like (amongst others) say-on-pay, director (re-)elections, capital resolutions, discharging directors, and amendments to the articles of association. Further decision-making rights can be defined in the articles of association, albeit these articles can also limit shareholder voice via oligarchic provisions. Institutional investors systemically own the majority of the shares in the largest listed companies in the Netherlands, which explains the large and increasing focus on institutional stewardship.
AB - The Dutch corporate law framework of the public company (the NV) is characterized by an ‘institutional’ approach including a board autonomy principle and the focus on long-term value creation, which is well-established in Dutch (case) law. The Dutch shareholder meeting shares its important position with the corporate board and is not the highest power in the company. Despite that this Dutch framework follows a clear stakeholder model, shareholders have important decision-making rights that are defined in the law. These statutory decision-making rights include topics like (amongst others) say-on-pay, director (re-)elections, capital resolutions, discharging directors, and amendments to the articles of association. Further decision-making rights can be defined in the articles of association, albeit these articles can also limit shareholder voice via oligarchic provisions. Institutional investors systemically own the majority of the shares in the largest listed companies in the Netherlands, which explains the large and increasing focus on institutional stewardship.
U2 - 10.1017/9781108914383.020
DO - 10.1017/9781108914383.020
M3 - Chapter
SN - 9781108830881
T3 - Cambridge Law Handbooks
SP - 403
EP - 426
BT - The Cambridge handbook of shareholder engagement and voting
A2 - Kaur, Harpreet
A2 - Xi, Chao
A2 - van der Elst, Christoph
A2 - Lafarre, Anne
PB - Cambridge University Press
ER -