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.

Capital market, regulatory and technological developments have created investor appetite and capacity for engagement with public companies. Our paper explores key engagement mechanisms and techniques employed by public company shareholders. First, shareholder-company engagement is a multi-dimensional, evolving phenomenon. Shareholders use a range of techniques including shareholder meetings, behind-the-scenes interactions, public campaigns, and online technologies. Second, shareholders mix and match different engagement techniques to leverage governance influence. Third, shareholders increasingly undertake their engagement activities collectively, highlighting growing capacity to overcome traditional collective action challenges. Finally, the shareholder meeting remains an important engagement mechanism. Its formal, in-person and public nature sets it apart from other mechanisms and gives it unique potential as a forum for scrutiny and accountability. Although low attendance rates indicate that shareholders do not routinely utilise the meeting to maximum effect, it is better conceived as having contingent significance because its potential as an accountability mechanism can prove critical when a company experiences serious governance problems.

This chapter considers the consequences of the low-to-non-existent marginal value of shareholders’ individual voting power in America’s widely held companies. It reviews the empirical literature on rational ignorance and rational irrationality in civic voting. It argues that we should expect similar levels of ignorance and irrationality in shareholder voting. The chapter then considers the evidence for this ignorance and irrationality in: (1) various measures of the value shareholder put on their voting rights; (2) what appears to drive voting outcomes in uncontested director elections; (3) the failure of shareholders to meaningfully hold directors accountable for failures and fraud; (4) the changes in the voting behavior of shareholders once majority voting is introduced; (5) shareholder responses to boards refusing to accept the resignation of a director who loses an election; (6) the evidence that contested director elections (proxy fights) have nothing to do with corporate governance; (7) the ways the economic decisions of shareholders are at variance with their voting behavior; and (8) the evidence shareholders do not pay attention to their own votes, and generally try to keep them purely symbolic.

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.