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15 January 2020 / article

Quoted - Promoting long-term shareholder engagement

Modernising the Corporate Governance of listed companies, and in particular the long-term shareholder engagement, has long been on the European agenda.

According to the European Commission, the financial crisis has shown that shareholders often do not sufficiently supervise listed companies and are too strongly focused on short-term returns. This can lead to less optimal Corporate Governance and lower financial performance in the long term. For this reason the European Commission amended the Shareholders’ Rights Directive.

The Commission has identified five key issues that need to be addressed to achieve better corporate governance, namely:

  1. Remuneration of directors of listed companies;
  2. Supervision of shareholders on transactions with related parties;
  3. Identification of shareholders;
  4. Exercise of shareholder rights; and
  5. Transparency for institutional investors, asset managers and voting advisors.

The Dutch Bill implementing the revised Shareholders’ Rights Directive entered into force on 1 December 2019. This publication starts with a brief overview of the main implications of the Bill for listed companies in the field of remuneration policy and related party transactions. These themes will then be addressed in more detail. The other topics will be briefly discussed at the end of this publication.


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