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Shareholders’ Voting at General Meetings: Evidence from the Netherlands

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  • Abe Jong
  • Gerard Mertens
  • Peter Roosenboom

Abstract

We study annual general meetings of shareholders in the Netherlands. The Dutch corporate governance system is characterized by relatively concentrated shareholdings and large stakes owned by pension funds, banks and insurance companies. The legal protection of shareholders is poor due to the presence of takeover defenses, such as certificates, which deprive shareholders from their voting rights. An analysis of the minutes of 245 general meetings in the period 1998–2002 reveals that on average 30% of the equity capital is represented at the meeting. All proposals at the meeting are sponsored by the management and only 9 out of 1,583 proposals are rejected or withdrawn. Our analyses show that pension funds are the most active and critical shareholders at the meetings, while certificates effectively restrict shareholder rights. Our main conclusion is that the general meetings do not provide shareholders in the Netherlands any significant influence on management. Copyright Springer Science+Business Media, LLC 2006

Suggested Citation

  • Abe Jong & Gerard Mertens & Peter Roosenboom, 2006. "Shareholders’ Voting at General Meetings: Evidence from the Netherlands," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 10(4), pages 353-380, November.
    • Handle: RePEc:kap:jmgtgv:v:10:y:2006:i:4:p:353-380
    DOI: 10.1007/s10997-006-9006-1
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    1. Grossman, Sanford J. & Hart, Oliver D., 1988. "One share-one vote and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 175-202, January.
    2. Strickland, Deon & Wiles, Kenneth W. & Zenner, Marc, 1996. "A requiem for the USA Is small shareholder monitoring effective?," Journal of Financial Economics, Elsevier, vol. 40(2), pages 319-338, February.
    3. S. P. Chakravarty & J. A. Goddard & L. Hodgkinson, 2004. "Shareholders ad Corprate Elections," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 8(2), pages 187-197.
    4. Gordon, Lilli A & Pound, John, 1993. "Information, Ownership Structure, and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals," Journal of Finance, American Finance Association, vol. 48(2), pages 697-718, June.
    5. Gillan, Stuart L. & Starks, Laura T., 2000. "Corporate governance proposals and shareholder activism: the role of institutional investors," Journal of Financial Economics, Elsevier, vol. 57(2), pages 275-305, August.
    6. Prevost, Andrew K & Rao, Ramesh P, 2000. "Of What Value Are Shareholder Proposals Sponsored by Public Pension Funds?," The Journal of Business, University of Chicago Press, vol. 73(2), pages 177-204, April.
    7. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1998. "Law and Finance," Journal of Political Economy, University of Chicago Press, vol. 106(6), pages 1113-1155, December.
    8. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    9. Rebecca Strätling, 2003. "General Meetings: a dispensable tool for corporate governance of listed companies?," Corporate Governance: An International Review, Wiley Blackwell, vol. 11(1), pages 74-82, January.
    10. de Jong, Abe & DeJong, Douglas V. & Mertens, Gerard & Wasley, Charles E., 2005. "The role of self-regulation in corporate governance: evidence and implications from The Netherlands," Journal of Corporate Finance, Elsevier, vol. 11(3), pages 473-503, June.
    11. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
    12. Roberta Romano, 2002. "Does Confidential Proxy Voting Matter?," Yale School of Management Working Papers ysm300, Yale School of Management, revised 01 Feb 2003.
    13. Brickley, James A. & Lease, Ronald C. & Smith, Clifford Jr., 1988. "Ownership structure and voting on antitakeover amendments," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 267-291, January.
    14. Wahal, Sunil, 1996. "Pension Fund Activism and Firm Performance," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 31(1), pages 1-23, March.
    15. Pound, John, 1988. "Proxy contests and the efficiency of shareholder oversight," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 237-265, January.
    16. Roberta Romano, 2000. "Less Is More: Making Shareholder Activism A Valued Mechanism Of Corporate Governance," Yale School of Management Working Papers ysm140, Yale School of Management, revised 01 Nov 2001.
    17. S.P. Chakravarty & L. Hodgkinson, 2001. "Corporate Governance and Shareholder Franchise," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 5(1), pages 83-97, March.
    18. Roberta Romano, 2001. "Less is More: Making Shareholder Activism a Valuable Mechanism of Corporate Governance," CeRP Working Papers 12, Center for Research on Pensions and Welfare Policies, Turin (Italy).
    19. Chris Mallin, 2001. "Institutional Investors and Voting Practices: an international comparison," Corporate Governance: An International Review, Wiley Blackwell, vol. 9(2), pages 118-126, April.
    20. Guercio, Diane Del & Hawkins, Jennifer, 1999. "The motivation and impact of pension fund activism," Journal of Financial Economics, Elsevier, vol. 52(3), pages 293-340, June.
    21. Smith, Michael P, 1996. "Shareholder Activism by Institutional Investors: Evidence for CalPERS," Journal of Finance, American Finance Association, vol. 51(1), pages 227-252, March.
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    Cited by:

    1. Luiz Henrique F. Vargas & Patrícia M. Bortolon & Lucas A. B. C. Barros & Ricardo P. C. Leal, 2018. "Recent activism initiatives in Brazil," International Journal of Disclosure and Governance, Palgrave Macmillan, vol. 15(1), pages 40-50, February.
    2. Peter Cziraki & Luc Renneboog & Peter G. Szilagyi, 2010. "Shareholder Activism through Proxy Proposals: The European Perspective," European Financial Management, European Financial Management Association, vol. 16(5), pages 738-777, November.
    3. Renneboog, Luc & Szilagyi, Peter G., 2020. "How relevant is dividend policy under low shareholder protection?," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 64(C).
    4. Peter Cziraki & Prof. Dr. Luc Renneboog & Peter de Goeij, 2010. "Insider Trading, Option Exercises and Private Benefits of Control," CERS-IE WORKING PAPERS 1006, Institute of Economics, Centre for Economic and Regional Studies.
    5. Shakti Deb & Indrajit Dube, 2017. "Corporate Governance Disclosure for Complex Ownership Structure in India," Indian Journal of Corporate Governance, , vol. 10(2), pages 143-175, December.
    6. Chris Mallin, 2012. "Institutional investors: the vote as a tool of governance," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 16(2), pages 177-196, May.
    7. Tsukioka, Yasutomo, 2020. "The impact of Japan’s stewardship code on shareholder voting," International Review of Economics & Finance, Elsevier, vol. 67(C), pages 148-162.
    8. Chris Mallin & Andrea Melis, 2012. "Shareholder rights, shareholder voting, and corporate performance," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 16(2), pages 171-176, May.

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    More about this item

    Keywords

    General meetings; Corporate governance; G32; G34; K22;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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