Institutional contradictions at and around the annual general meeting

Purpose - – The purpose of this paper is to examine how a shareholder association prepares for and later act at the annual general meeting. It focusses on how the association evaluates corporate proposals to pay dividends and how they vote on equity distributions at the annual general meeting. Design/methodology/approach - – This paper relies on observation of the shareholder association before the annual general meeting as well as at the meeting. The analysis is informed by institutional analysis as a way to make sense of how the association experience tension in the setting of the stock market and how it activates responses to these tensions. Findings - – The shareholder association failed to target companies that comply with an institutionalized view of good ownership despite those companies distributing more equity than the association deems to be in line with sound governance. This the authors understand to result from institutional tensions between a traditional stewardship model of governance and the more recent financial investor logic that emphasizes equity distributions as mean to create shareholder wealth. As good ownership is often equated with long-term committed owners, which makes the association fail to target non-traditional companies that are similar to companies with traditional ownership in terms of dividend ratios. Research limitations/implications - – The paper demonstrates how institutional logics influence micro-level action in offering guidance to individual members. There are two relevant aspects to this. First, it offers guidance in terms of how to identify whether a corporate proposal is in line with the associations’ policy. Second, institutional logics influence micro-level action because deviations from it require explanations. Originality/value - – There are so far little qualitative research on how participants in governance mechanism use accounting to take decisions. In this way, the paper adds insight to both investor communities as well as behind the doors of the AGM.