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Shareholders’ Voting at General Meetings: Evidence from the Netherlands

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Author Info
Jong, A. de
Mertens, G.M.H.
Roosenboom, P.G.J. (Erasmus Research Institute of Management (ERIM), RSM Erasmus University)
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 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 about 30% of the shareholders is present at the meeting. This is low in comparison with shareholder turn-out in Anglo-Saxon countries. Management sponsors all proposals at the meeting and only 9 out of 1,583 proposals are rejected or withdrawn. Multivariate analyses of the incidence and extent of voting against a proposal show that firm size and the type of proposal are important determinants. Overall, our findings suggest that shareholders in the Netherlands have hardly any influence on management.

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Paper provided by Erasmus Research Institute of Management (ERIM), ERIM is the joint research institute of the Rotterdam School of Management, Erasmus University and the Erasmus School of Economics (ESE) at Erasmus University Rotterdam. in its series Research Paper with number ERS-2004-039-F&A Revision_Date: 2008-02-13.

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Date of creation: 23 Jun 2004
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Handle: RePEc:dgr:eureri:30001461

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Keywords: meetings corporate governance

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  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, pages 267-291. [Downloadable!] (restricted)
  2. Pound, John, 1988. "Proxy contests and the efficiency of shareholder oversight," Journal of Financial Economics, Elsevier, vol. 20, pages 237-265. [Downloadable!] (restricted)
  3. Short, Helen & Keasey, Kevin, 1999. "Managerial ownership and the performance of firms: Evidence from the UK," Journal of Corporate Finance, Elsevier, vol. 5(1), pages 79-101, March. [Downloadable!] (restricted)
  4. 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)
  5. 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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  6. 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)
  7. 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)
  8. 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)
  9. Shleifer, Andrei & Vishny, Robert W, 1986. "Large Shareholders and Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 94(3), pages 461-88, June. [Downloadable!] (restricted)
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