In this Chapter, we investigate the availability (or not) of strategies to enforce shareholder stewardship and set out a simple enforcement taxonomy based on three dimensions: the nature of the norm enforcer (self-enforcement/third-party enforcement); the nature of the enforcement mechanism (formal/informal) and the temporal dimension of enforcement (ex-ante/ex-post). We examine the enforcement of shareholder stewardship across 25 jurisdictions and find that informal enforcement by market actors is the preferred option. Looking forward, we sketch the broad contours of an optimal stewardship enforcement framework based on our taxonomy. We caution against administrative sanctions and support instead a facilitating role for (quasi-)public in two ways. First, (quasi-)public actors can facilitate stewardship enforcement via membership/adherence sanctions taking place within stewardship networks (e.g. public tiering) or informal mechanisms (e.g. reputational mechanisms and private dialogue). Secondly, where ultimate investors have suffered damages from deficient stewardship disclosure, we support the introduction of a facilitating system of civil claims that can serve both restorative-compensatory objectives and public interests. We also advance the importance of promoting enforcement by market and social actors. Our enforcement framework is not intended to be applied in a uniform fashion around the world. Rather its multi-actor, multi-modal and temporally continuous fashion can adjust to any national or supranational framework.

In 2016 the Danish Committee on Corporate Governance adopted a Stewardship Code that was heavily inspired by the UK Stewardship Code. The Code consisted of seven stewardship principles that aimed to promote Danish listed companies’ long-term value creation and thereby contribute to maximizing long-term return for investors. In 2020 the Code was replaced by hard law as the revised Shareholder Rights Directive (SRD) was transposed in Danish law. The two frameworks share many similarities, which is why the observed institutional investor behaviour at AGMs during the regime of the Stewardship Code may give some indication as to what to expect in relation to engagement at AGMs under the new requirements based in hard law. The authors argue that new initiatives may be required as the implementation of SRD II may be insufficient to secure a strong stewardship regime in Denmark. In this respect, the authors discuss whether the Recommendations on Corporate Governance can serve as a catalyst for further and better engagement by institutional investors through establishment of a stronger interplay between the Recommendations and the hard law provisions on engagement.

Italy has a stewardship code, and institutional investors are on the rise, playing an increasingly active role in the governance of listed companies. Against this background, this chapter sheds fresh light on the distinctive features which make the Italian regulatory system unique in promoting active institutional ownership. A distinctive characteristic of the Italian corporate governance system is the so-called slate (or list) voting system, which enables minority shareholders to appoint at least one board member. Also, implementation of the Shareholders Rights Directive and, specifically, the record date system for participating in and voting at general meetings has contributed significantly in turning institutional investors into major players in the corporate governance arena. Moreover, the Investment Management Association, which represents most Italian and foreign asset managers operating in Italy (Assogestioni), plays a particularly effective role by publishing the Italian Stewardship Principles and promoting collective engagement initiatives aimed at facilitating the appointment of management and statutory auditor board members through the slate voting system.