This chapter delves into the ongoing debate surrounding institutional investor engagement, spanning sporadic voting to strategic shareholder activism. Focusing on the stewardship role of institutional investors as shareholders, referred to as shareholder stewardship, it contextualizes this in a historical context within corporate governance. The focus is placed on micro-level shareholder stewardship – how institutional investors monitor and engage with specific companies in their portfolios – emphasizing its alignment with traditional notions of shareholder engagement. The chapter illustrates that micro-level shareholder stewardship extends beyond mere investor engagement. It involves firm-level shareholder engagement to improve long-term company performance, alongside a commitment to meeting ultimate beneficiaries’investment needs and serving public interests, such as addressing saver needs and mitigating externalities, like climate change. Furthermore, the chapter identifies hedge-fund-style activists as key players in micro-level shareholder stewardship, offering new empirical evidence on their global scale. Despite variations, a category of investors – the activist shareholder stewards – emerges from stewardship disclosures, fulfilling the stewardship role in corporate governance.

Institutional investors have traditionally dominated the ownership structure of large publicly traded companies in the United Kingdom. Attention to the role and participation of institutional investors in the corporate governance of British firms has been growing since the late 2000s following regulatory efforts to empower shareholders, for example, through say-on-pay votes, and to promulgate best practices of shareholder voting and engagement via soft law stewardship codes. This chapter presents the state of the art and recent trends in shareholder engagement and voting by institutional investors in the UK. Asset managers affiliated with large fund groups have been taking a more active approach to stewardship, although their efforts generally focus on identifying and promoting best practice corporate governance standards and dealing with global threats such as climate change and social matters. The chapter also discusses the roles of activist shareholders, proxy advisers and the COVID-19 pandemic in shareholder voting and engagement.

The United Kingdom’s idea to adopt a stewardship code sparked a global shareholder stewardship movement. Unsurprisingly, Singapore as a corporate governance leader in Asia, adopted a stewardship code. Based on a superficial textual analysis, the Singapore Code appears to be a near carbon copy of the UK Code. However, this Article, which provides the first in-depth comparative analysis of stewardship in Singapore, demonstrates how Singapore has turned the UK model of stewardship on its head. Rather than enhancing the shareholder voice of institutional investors, shareholder stewardship has been used in Singapore as a mechanism for entrenching its successful state-controlled and family-controlled system of corporate governance. This development has been entirely overlooked by prominent international observers and would be beyond the wildest imaginations of the original architects of the UK Code. Viewed through an Anglo–American lens, this use of “stewardship” may suggest that Singapore has engaged in a corporate governance sham. However, this Article argues the opposite: it appears to be a secret to Singapore’s continued corporate governance success and provides a much-needed Asian (as opposed to Anglo–American) model of good corporate governance for Asia.

Stewardship codes as they originated in the UK focus on the role and function of institutional investors. Yet in Asia, where institutional investors play a much less dominant role, stewardship codes have also become popular. This Chapter explores why and what this means for comparative corporate governance. By showing how stewardship codes perform diverse, jurisdiction-specific functions in Asia, this Chapter reveals the utility of stewardship codes as a malleable vehicle for advancing political agendas and halo signalling. It also shows that, contrary to prevailing assumptions, UK-style stewardship codes have not been ‘transplanted’ in both form and function. Rather, Asia exhibits ‘faux convergence’a distinctive form of functional divergence within superficial formal convergence, and which challenges and adds to scholarly understanding of convergence as a global corporate governance phenomenon.

UK-style shareholder stewardship is a global legal misfit because it was designed for a jurisdiction with dispersed shareholding where institutional investors collectively control a majority of the shares but has been transplanted into jurisdictions where controlling shareholders predominate. What ought to be the role of shareholder stewardship in a world dominated by controlling shareholders? This chapter analyzes the effectiveness of shareholder stewardship in advancing ESG in controlled jurisdictions then evaluates the effectiveness of the only stewardship code – the Singapore Family Code – to have attempted to reorient UK-style stewardship to a controlling shareholder environment. It concludes that prospects for shareholder stewardship in jurisdictions where controlling shareholders predominate are likely limited. Although a reoriented approach may help nudge controlling shareholders towards ESG, hard law will likely be needed to bring about real change. This suggests that shareholder stewardship may be used as a smokescreen by controlling shareholders and governments, sending a formal signal that they are addressing ESG when functional change is limited in practice.

In this Chapter, we investigate the availability (or not) of strategies to enforce shareholder stewardship and set out a simple enforcement taxonomy based on three dimensions: the nature of the norm enforcer (self-enforcement/third-party enforcement); the nature of the enforcement mechanism (formal/informal) and the temporal dimension of enforcement (ex-ante/ex-post). We examine the enforcement of shareholder stewardship across 25 jurisdictions and find that informal enforcement by market actors is the preferred option. Looking forward, we sketch the broad contours of an optimal stewardship enforcement framework based on our taxonomy. We caution against administrative sanctions and support instead a facilitating role for (quasi-)public in two ways. First, (quasi-)public actors can facilitate stewardship enforcement via membership/adherence sanctions taking place within stewardship networks (e.g. public tiering) or informal mechanisms (e.g. reputational mechanisms and private dialogue). Secondly, where ultimate investors have suffered damages from deficient stewardship disclosure, we support the introduction of a facilitating system of civil claims that can serve both restorative-compensatory objectives and public interests. We also advance the importance of promoting enforcement by market and social actors. Our enforcement framework is not intended to be applied in a uniform fashion around the world. Rather its multi-actor, multi-modal and temporally continuous fashion can adjust to any national or supranational framework.

The policy preference for funds and asset managers to engage in corporate governance roles is owing to policymakers’ need to galvanize ‘self-regulatory’ credibility in the corporate sector after corporate scandals. UK policymakers have since the 1990s looked to the private sector to develop self-healing techniques to address one corporate scandal or collapse after another. This is to minimize the need for regulatory intrusion and to galvanise proximate and resourceful actors such as shareholders. Relying on shareholders to ‘do the right thing’ in monitoring the corporate economy for the common good is, however, a lofty ambition and one that institutional investors have not quite lived up to and may not be well placed to fulfil. The authors argue that challenges to shareholder engagement lie in the limitations of investment management roles and their legal and regulatory frameworks, and that the investment chain, value concerns in investment management and the governance of funds pose challenges for engaged corporate governance roles for institutional investors. These concerns need to be addressed as new expectations are placed on institutional shareholders regarding ESG engagement.

This chapter highlights the potential for national, international and EU stewardship developments to bring a ‘public’ coloration into investor-led governance. Departing from previous monolithic views that couch shareholder stewardship as a self-regulating, dis-embedded market mechanism solely protecting and enhancing shareholder primacy, the chapter applies a neo-Polanyian analytical framework and identifies shareholder stewardship as a policy counter-movement that operationalises socially responsible investing and environmental, social and governance investing through shareholder engagement. However, for current stewardship policies to engender fundamental behavioural changes in investment practices, some systematic regulatory intervention which will not result from bottom-up forces and market demand for investor-led norms is necessary. Ways to promote a strong sustainability approach to stewardship include the imposition of regulatory duties and mandatory disclosure regimes. The possibilities for regulatory alternatives may remain fluid, I argue, but it is important for the means of shareholder stewardship to meet its ends.