Shareholders' voting at general meetings: evidence from the Netherlands

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proposals are rejected or withdrawn.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.