In our paper, we survey the corporate landscape regarding shareholder engagement in Germany. We identify two main factors that constrain the possibilities of shareholders to engage in their company’s business decisions. The first factor concerns the legal design of the Aktiengesellschaft (AG) and in particular its two-tier board structure. A second factor concerns restrictions of shareholders’ involvement in the management of companies, especially when employees have a say in business affairs, due to the German co-determination rules. Empirically, shareholder opposition against management decisions plays a traditionally minor role. However, recent events like the dismissal of the managements’ discharge by the shareholders of Bayer in 2019 raise the question whether a new period of ‘shareholder activism’ is just about to begin. Recent developments rooting in the COVID-19-pandemic may well contribute to that transformation.

As in many other countries, shareholders in French companies have only those powers that are conferred upon them or upon the general meeting. Nevertheless, the general meeting is vested with important rights: it is in charge of the election of the board of directors, has a say-on-pay and a say on related party agreements as well as a number of ‘fundamental decisions’ of the corporation. Shareholders make active use of their (voting) rights. In practice, shareholder participation remains relatively stable over time, with higher participating rates of shareholders with double voting rights and an increasing number of shares voted by mail. Most voting items are approved with a large majority of the votes, although those on remuneration, related party agreements and share issuances are sometimes heavily contested. Engaged shareholders make regularly use of shareholder proposals and shareholder questions. Further, every year, a number of French companies are confronted with activist shareholders who want to effect changes in the strategy or governance of the company, albeit with varying degrees of success. To meet their requests, an increasing numbers of companies are appointing a director with special responsibilities vis-à-vis shareholders.

This chapter addresses the voting and other engagement practices in the 19 jurisdictions in this Handbook on Shareholder Engagement and Voting. First, it is shown that shareholder participation in AGMs differs significantly between countries, which is related to differences in ownership structures, ownership concentration, the powers of the general meeting of shareholders and the other means shareholders have for voicing their interests. Similarly, the powers of the general meeting of shareholders differ substantially between the different countries. Common shareholder voting items are relatively few but include some kind of vote on board nominees and some say over pay although in some countries compensation is an exclusive business of the board of directors. Shareholder proposals seem to be more common in common law countries where it is relatively easy to table a proposal. Questioning the board at general meetings is a widespread practice of especially small shareholders, contrary to many other shareholder engagement techniques commonly used by (institutional) investors. The wide diversity of engagement practices shows that an optimal and efficient division of powers between shareholders and board has not yet been found.

All SAs (whether listed or not) have basically the same structure comprising a General Meeting, a Board of Directors (BoD), and auditors, whereas the GM is the supreme organ of a SA, tasked (explicitly or implicitly) with deciding on any matter related to the Company. The GM is called mainly by the BoD, minority shareholders or specific other authorized persons. The ownership structure of Greek listed companies is highly concentrated and a high number of listed companies are family owned. Although the Greek Company Act (GCA) provides for modern forms of GM based on electronic participation or remote voting methods as well as proxy voting, listed companies stick to the traditional methods without a real market for stewardship services. Under the one-share-one vote principle and the application of specific quorum and majority rules (with no general “Majority of Minority rule”) the controlling shareholders have a broad field of action, whereas minority shareholders are restricted to specific minority or individual shareholder rights. Under these circumstances, controversial resolutions, proxy fights and the need to access the Shareholders’ Register are a rather rare phenomenon. The introduction of shareholders’ associations has not altered the situation so far.

Under Danish law, the general meeting is omnipotent, meaning that it can decide on most issues, including issues that deal with day-to-day management of the company. Thus, in theory, shareholders are in a position to ensure that the general meeting decides most issues of concern to them, and the rules on calling a general meeting or proposing topics for the meeting agenda are also rather generous to shareholders. In practice, however, shareholders rarely call a meeting. Although they occasionally propose issues for the meeting agenda, those proposals are almost always voted down by a very high majority. Therefore, the potential for shareholder democracy and activism is not being exploited by shareholders in Denmark.It seems that in normal circumstances, a board will propose agenda items only when the law requires it to do so. We did find, however, that shareholders often ask questions and engage in debate at general meetings. We therefore conclude that shareholder democracy and activism are present in Denmark, although most likely it often takes place as interaction between the board and major shareholders before general meetings are held.

The nature of stewardship varies based on shareholder structures. In the Nordic region (similar to many Asian jurisdictions), the role of states, sovereign holding companies and wealth funds, other public market actors such as public pension funds, families, family-controlled investment companies and family-based foundations is significant compared to (other) national and international institutional investors. In this chapter, we discuss the peculiarities of Nordic stewardship as a backdrop for our analysis of Norwegian stewardship, which is dominated by the state and the municipalities, but also to some extent by private investors. In Part II we discuss the Nordic stewardship in light of international stewardship discussion, before concentrating on Norway and the current regulatory framework of stewardship there in Part III, reflecting on the Norwegian choices concerning stewardship in light of global challenges. Part IV reflectss on why a stewardship code is not needed in Norway. What Norway does need, is a clear and mandatory regulation to ensure that Norwegian business and finance contribute to the transition to sustainability. A stewardship code would not be a sufficiently strong measure. Conversely, it could hold Norwegian business and finance back in the face of the rapid developments on EU and international level.

I argue that none of the current explanations of why shareholders should be given voting powers are persuasive. I then explain the exercise of informal power through the exertion of influence.

This chapter summarises the key arguments, explains the rationales and importance of this book, and sets out the structure and outline.

This chapter summarises the key arguments, explains the rationales and importance of this book, and sets out the structure and outline.

I argue that none of the current explanations of why shareholders should be given voting powers are persuasive. I then explain the exercise of informal power through the exertion of influence.

I argue that (i) the general meeting is a co-agent of the company and (ii) the company's interests should refer to the long-term value and viability of the company from a normative, legal and empirical perspective.