This chapter has reviewed the rights of shareholders to participate in corporate affairs and engage with companies in Hong Kong. With concentrated ownership, it is unlikely that shareholders can change or influence corporate decisions through voting or engagement. Retail and minority shareholders rarely vote in general meetings. The promulgation in March 2016 of the Principles of Responsible Ownership in Hong Kong raised awareness of shareholder participation amongst large institutional shareholders. Legal means of protecting minority shareholders can help institutional shareholders to leverage their weak voting position when demanding changes in controlled firms. However, resorting to legal means is not affordable to retail investors. Hence, facilitating the online voting of retail shareholders and encouraging participation by institutional shareholders might be the best directions for future shareholder engagement in Hong Kong.

In 2017 the Kenya Capital Markets Authority (CMA) issued a stewardship code for institutional investors. The code was informed by the need to respond to the changing business environment coupled with the desire to align Kenyan local standards to global best practice focused on promoting institutional strengthening for listed companies. The United Kingdom (UK) Stewardship Code 2010 heavily influences the code. This chapter seeks to analyse the theoretical and contextual issues relating to the stewardship of code in Kenya through functional and practical lenses and what it portends in the governance of publicly listed companies. The study finds that two years after promulgation of the code, none of the licensed fund managers or other institutional investors or asset owners have signed the Code. Not much of institutional investor engagement in management of companies has been reported. The results of the study seem to suggest that amongst the reasons for lack of uptake of the code are that it was issued without any stakeholder participation and sensitisation. As a mechanism for enhancing the awareness on the code, the CMA is planning to launch the code officially within this financial year.

This chapter studies the institutional investor’s voice in the Netherlands, focusing on shareholder voting in particular. The Dutch Stewardship Code, developed by institutional investor platform Eumedion, emphasizes the engagement and responsibilities of institutional investors in Dutch listed companies and should further boost engagement with investees. With a new dataset, the authors observe that institutional investors critically consider (non-)current voting items which could negatively affect shareholder rights, like some of the amendments of the articles of association as well as remuneration packages of directors that contain insufficient or inappropriate incentives. Compared to other investors, institutional investors show significantly higher opposition rates. Particularly, Eumedion members show even higher opposition rates than other institutional investors. However, there may still be room for a stronger focus on the activities and outcomes of stewardship, including changing the behaviour of companies, and not just policy statements.

Taiwan launched its Stewardship Code in 2016 and modified it in 2020. Although patterned after the UK model, it differs in many aspects. Taiwan adopts the voluntary opt-in model. After becoming signatories of the Code, institutional investors are expected to perform stewardship duties according to its Principles and Guidelines. Taiwan has a ‘comply or explain’ policy and no sanctions for non-compliance. Would an institutional investor act as a good steward of investee companies while pursuing the overall interests of various fund provider types, i.e., shareholders, clients and beneficiaries? An inherent difficulty is how overall interests can properly be ensured while making investment decisions and performing stewardship duties. Another major issue is whether there are monitoring mechanisms to ensure that the Code can produce the expected effects. The author suggests that the Code will identify its objectives first. A system for evaluating the performance and disclosure quality of institutional investors may be a good way of ensuring that the Code produces optimal value. The Taiwan Securities and Futures Investors Protection Center acts as an alternative form of good stewardship.

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.

There has been a proliferation of stewardship codes around the world. There are eighteen jurisdictions in different parts of the world that have adopted stewardship codes in one form or another.1 The four common law jurisdictions in Asia are no exceptions. The Malaysian Code for Institutional Investors (MCII) was issued in 2014, the Hong Kong Principles of Responsible Ownership (HKPRO) in 2016 and the Singapore Stewardship Principles for Responsible Investors (SSP) in 2016.

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 institutional shareholders should be required to act in good faith in the best interests of the company and to avoid unauthorised conflicts of interest. And I argue that they should be subject to the duty to disclose their voting policies and records.

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.