This chapter surveys the reporting obligations of corporate boards with respect to their engagement with shareholders under the corporate governance codes of eleven European jurisdictions. It compares the different approaches under these instruments to board-shareholder engagement within and outside of the shareholder meeting and discusses the benefits of well formulated corporate policies on shareholder engagement for a more effective board-shareholder dialogue and facilitation of effective stewardship by institutional investors and asset managers.

The right to elect and remove directors is a key feature of shareholder participation in corporate governance. Indeed, the ultimate form of board-shareholder engagement is for shareholders to have their representatives inside the boardroom. This chapter examines the role that minority shareholders play in nominating directors to corporate boards. Despite the growth in power of institutional investors, and their increasing commitment to investor stewardship, global asset managers almost never attempt to nominate director candidates themselves. Rather, the most effective instigators of minority shareholder board representation are activist hedge funds. This chapter makes three key contributions to the discussion on board-shareholder engagement. First, drawing on a hand-collected dataset of activist board representation campaigns at S&P 500 companies, it analyses the practice of activist hedge funds appointing directors to corporate boards. Second, it explores the implications these cases of activist-nominated directors may have on accepted wisdom regarding the role of the board. In particular, it is argued that activist‑appointed directors may expose some of the limitations of the current independent monitoring board model and exemplify a solution where boards proactively contribute to sustainable value creation. Third, the chapter explores how to facilitate broader institutional investor participation in the director appointment process.