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Shareholders’ Voting at General Meetings: Evidence from the Netherlands

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Author Info
Abe Jong ()
Gerard Mertens
Peter Roosenboom
Abstract

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 All proposals at the meeting are sponsored by the management and only 9 out of 1,583 proposals are rejected or withdrawn.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. Copyright Springer Science+Business Media, LLC 2006

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File URL: http://hdl.handle.net/10.1007/s10997-006-9006-1
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Publisher Info
Article provided by Springer in its journal Journal of Management & Governance.

Volume (Year): 10 (2006)
Issue (Month): 4 (November)
Pages: 353-380
Download reference. The following formats are available: HTML (with abstract), plain text (with abstract), BibTeX, RIS (EndNote, RefMan, ProCite), ReDIF
Handle: RePEc:kap:jmgtgv:v:10:y:2006:i:4:p:353-380

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Related research
Keywords: General meetings; Corporate governance; G32; G34; K22;

References listed on IDEAS
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:

  1. Brickley, James A. & Lease, Ronald C. & Smith, Clifford Jr., 1988. "Ownership structure and voting on antitakeover amendments," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 267-291, January. [Downloadable!] (restricted)
  2. Wahal, Sunil, 1996. "Pension Fund Activism and Firm Performance," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 31(01), pages 1-23, March. [Downloadable!]
  3. Rebecca Strätling, 2003. "General Meetings: a dispensable tool for corporate governance of listed companies?," Corporate Governance: An International Review, Blackwell Publishing, vol. 11(1), pages 74-82, 01. [Downloadable!] (restricted)
  4. Pound, John, 1988. "Proxy contests and the efficiency of shareholder oversight," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 237-265, January. [Downloadable!] (restricted)
  5. de Jong, Abe & DeJong, Douglas V. & Mertens, Gerard & Wasley, Charles E., 2005. "The role of self-regulation in corporate governance: evidence and implications from The Netherlands," Journal of Corporate Finance, Elsevier, vol. 11(3), pages 473-503, June. [Downloadable!] (restricted)
  6. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November. [Downloadable!] (restricted)
  7. Strickland, Deon & Wiles, Kenneth W. & Zenner, Marc, 1996. "A requiem for the USA Is small shareholder monitoring effective?," Journal of Financial Economics, Elsevier, vol. 40(2), pages 319-338, February. [Downloadable!] (restricted)
  8. Chris Mallin, 2001. "Institutional Investors and Voting Practices: an international comparison," Corporate Governance: An International Review, Blackwell Publishing, vol. 9(2), pages 118-126, 04. [Downloadable!] (restricted)
  9. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1998. "Law and Finance," Journal of Political Economy, University of Chicago Press, vol. 106(6), pages 1113-1155, December. [Downloadable!] (restricted)
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  10. Gillan, Stuart L. & Starks, Laura T., 2000. "Corporate governance proposals and shareholder activism: the role of institutional investors," Journal of Financial Economics, Elsevier, vol. 57(2), pages 275-305, August. [Downloadable!] (restricted)
  11. Guercio, Diane Del & Hawkins, Jennifer, 1999. "The motivation and impact of pension fund activism," Journal of Financial Economics, Elsevier, vol. 52(3), pages 293-340, June. [Downloadable!] (restricted)
  12. Prevost, Andrew K & Rao, Ramesh P, 2000. "Of What Value Are Shareholder Proposals Sponsored by Public Pension Funds?," Journal of Business, University of Chicago Press, vol. 73(2), pages 177-204, April. [Downloadable!] (restricted)
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(explanations, Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.)

  1. Cziraki, P. & Renneboog, L.D.R. & Szilagyi, P.G., 2009. "Shareholder Activism through Proxy Proposals: The European Perspective," Discussion Paper 2009-44, Tilburg University, Center for Economic Research. [Downloadable!]
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