19 - Shareholder Voting and Engagement in the Netherlands: The Dutch Institutional Approach

Summary

The Dutch corporate law framework of the public company (the NV) is characterized by an ‘institutional’ approach including a board autonomy principle and the focus on long-term value creation, which is well-established in Dutch (case) law. The Dutch shareholder meeting shares its important position with the corporate board and is not the highest power in the company. Despite that this Dutch framework follows a clear stakeholder model, shareholders have important decision-making rights that are defined in the law. These statutory decision-making rights include topics like (amongst others) say-on-pay, director (re-)elections, capital resolutions, discharging directors, and amendments to the articles of association. Further decision-making rights can be defined in the articles of association, albeit these articles can also limit shareholder voice via oligarchic provisions. Institutional investors systemically own the majority of the shares in the largest listed companies in the Netherlands, which explains the large and increasing focus on institutional stewardship.