This chapter provides an overview of the data collection and the survey results on policies and practices for general shareholder meetings in 50 major economies worldwide. The chapter analyses how company practices and legal frameworks have evolved in relation to different meeting formats for shareholder meetings, particularly during 2023-24.
Shareholder Meetings and Corporate Governance
Trends and Implications
Abstract
This chapter provides an overview of the evolution of policies and practices for annual general meetings (AGMs) of publicly traded companies and reports on survey responses from 50 jurisdictions participating in the OECD Corporate Governance Committee. It also looks at how policies and practices apply to different general meeting formats, including those conducted virtually, in hybrid format, or in person. Topics covered by the survey include:
identification of shareholders eligible for voting and related deadlines
information provided to shareholders in advance of general shareholder meetings (in addition to notice and agenda)
facilitation of electronic/remote voting by shareholders and proxies before or during the general shareholder meeting
procedures to handle questions and resolutions from shareholders
management of digital security risks and digital disruptions related to remote shareholder meetings
measures to ensure accurate vote counting
transparency after a general shareholder meeting.
This chapter also incorporates selected data from the OECD Corporate Governance Factbook 2023 (OECD, 2023[1]).The following data tables are included: Table 3.2. Shareholder rights to request a shareholder meeting and to place items on the agenda; Table 3.4. Voting practices and disclosure of voting results; and Table 3.5. Virtual and hybrid shareholder meetings. Data from the 2023 Factbook have been updated with developments since 2022 and until end 2024.
2.2.1. Key trends
A few AGM seasons have taken place since the COVID-19 pandemic, and publicly traded companies and shareholders around the world are either reverting to pre-pandemic practices or have changed their way of conducting and participating in meetings.
A key lesson from the case studies and data available is that to accommodate investors’ preferences, the hybrid setting, in many jurisdictions where it is allowed, is an increasingly common practice. According to data from LUMI (a global provider of technology for real-time shareholder meetings), 40% of all shareholder meetings in jurisdictions where LUMI operates were hybrid in 2023, 14 percentage points more than in 2022 and 31 percentage points more than in 2021 (LUMI, 2023[2]; LUMI, 2024[3]) (Figure 2.1).
Note: Data are limited to jurisdictions in which LUMI and Broadridge operate and therefore do not cover all peer review jurisdictions. Averages are calculated by region. Globally the sample consists of 3 054 listed companies, distributed across the following regions: Africa: 229 meetings; Asia: 505; Australia: 265; Europe: 1 055; Middle East: 226; North America: 774.
Source: LUMI Global and Broadridge.
Australia had the highest share of hybrid meetings in 2021-23, with 60%. Conversely, virtual meetings declined, with their share falling almost by half during the period (LUMI, 2024[3]). Virtual meetings remained the most common option in certain jurisdictions and regions. For example, they accounted for more than 70% of shareholder meetings in the United States and more than 50% in the Middle East (LUMI, 2023[2]). This was also the case in Canada, where meetings were held virtually in almost 60% of S&P-TSX 60 companies (CCGG, 2024[4]),1 and South Africa where nearly two-thirds of listed companies have shifted to virtual AGMs since 2022. Another important trend, highlighted in some of the case studies, is that in-person meetings are rising again and accounted for 16% of AGMs in 2022 and 21% in 2023 in countries where LUMI operates (LUMI, 2024[3]).2 In Singapore, economic, geographic and cultural characteristics have contributed to a strong preference among listed companies for reverting to in-person meetings, and were used by 90% of listed companies during the 2024 AGM season. Likewise, more than two thirds of UK listed companies have returned to in-person formats.
As show by several case studies, the return to in-person AGMs has been characterised by an increase in disruptions and protests by investors and activists on different social and environmental issues. The case studies on the Netherlands, South Africa and the United Kingdom show growing company concern about disruptions and security risks. Companies have responded in different ways. Some have sought to engage more actively with activist groups before the AGM in an attempt to reduce risks of disruption during the meeting itself, some have limited in-person participation, and others have moved or plan to move to virtual-only meetings where disruptions and protests can be controlled more easily. In some cases, companies have increased security measures and procedures to verify shareholders’ identity. It is worth noting, however, that not all jurisdictions have experienced protests, and that where some companies reported concerns, these protests appear to have been limited to companies with a highly visible impact on the environment through their operations or investments.
Some shareholders claim that virtual only meetings can diminish the quality of engagement with boards and management, particularly when there are no safeguards in place and boards have broad discretion in calling meetings in a virtual setting. Some of these shareholders assert that virtual meetings should be called only when certain conditions occur, i.e. under exceptional or emergency circumstances. To address this concern, companies could provide shareholders with a clear explanation of the rationale for selecting this meeting format (Rutgers Center for Corporate Law and Governance; Council of Institutional Investors Society for Corporate Governance, 2020[5]).
Another potential safeguard for investors is the inclusion of a time limit for shareholder approval of virtual-only meetings that may be granted in articles of association, to give shareholders a second say once this timeframe has elapsed. During several AGMs in 2023-24, for example in Switzerland and Germany, companies sought shareholders’ agreement to amend the articles of association to allow for virtual shareholder meetings. Some investors opposed these resolutions, in particular when the timeframe was considered too long (Box 2.1). In Canada, in 2024, 13 companies held votes on holding in-person AGMs with virtual as a complementary option and the proposal was supported by a majority in 7 (ISS, 2024[6]).
Hybrid meetings, where both in-person and virtual attendance is offered, are generally better accepted by shareholders, but the conditions for participation and engagement differ across jurisdictions and companies. Therefore, the adoption of protocols and clear guidelines for these meetings is important to ensure shareholders are familiar with the different conditions for participating and exercising their rights.
The fact that obstacles to attending shareholder meetings can also affect traditional in-person meetings should not be overlooked. For example, faraway or not easily accessible meeting locations were in some cases an obstacle to attending AGMs prior to the pandemic. Further, studies show that meetings tend to be scheduled in a concentrated period of the year and in the middle of the week, which may cause AGMs to overlap for investors. In the United States, for example, about half of AGMs in 2023 occurred in the month of May and about 60% on Wednesdays or Thursdays, with only 6% on Mondays (Georgeson, 2023[7]). In Singapore, companies have faced difficulties in finding large enough meeting venues in the last two weeks of April, the busiest AGM period, or in advancing AGMs to March, shortening the time to prepare meeting documentation. With more companies reverting to pre-pandemic practices, there is a risk that past problems may reemerge, including the inability for investors to attend AGMs due to challenges related to meeting location, accessibility and scheduling. At the same time, virtual meetings do not eliminate challenges for investors to participate and be adequately prepared for multiple meetings scheduled simultaneously or in a concentrated period.
2.2.2. Legal frameworks and recent reforms
A growing majority of jurisdictions allow general shareholder meetings to take place in both hybrid and virtual only formats. As of December 2024, virtual meetings (where all shareholders attend the meeting and exercise their rights virtually) are allowed in 45 jurisdictions out of 52, in certain cases subject to a provision in the company articles of association. Hybrid meetings (where some shareholders attend the meeting and exercise their rights physically and others virtually) are allowed in an even higher number of jurisdictions, with 49 out of 52 having a framework for hybrid meetings (Table A A.2). A number of jurisdictions have recently implemented reforms or are developing or discussing legislation on AGM formats and additional extensions to COVID-related emergency frameworks, testifying to the continued relevance of the issue (Box 2.1).
Brazil
In June 2024, the Brazilian Securities and Exchange Commission (CVM) passed amendments (CVM Resolution 204/2024) to CVM Resolution 81/2022 regulating shareholders’ meetings. These amendments entered into force on 2 January 2025. The revised framework deals with specific rules for remote participation in meetings, as well as with remote voting and conditions for waiving it, timelines, and deadlines for sending voting instructions.
Croatia
In December 2024, Croatia updated its framework and conditions for remote participation in AGMs by amending its Companies Act.
Germany
In July 2022, Germany introduced in the German Stock Corporation Act the option for companies to hold virtual meetings, by amending the company’s articles of association. Such a decision can be valid for a maximum of five years. Until 31 August 2023, an interim provision was provided to enable issuers to hold virtual meetings during the 2023 AGM season without a provision in their articles of association.
During 2023, many companies chose a shorter authorisation timeframe and shareholders approved it for two years, a more acceptable solution for investors and proxy advisors. Some companies with a controlling shareholder passed an amendment allowing a five-year period. Overall, when discussing these amendments, investors expressed a preference for using virtual meetings only in extraordinary circumstances (Georgeson, 2023[8]).
Ireland
Following an extension until 31 December 2024 of the interim period of the Companies Miscellaneous Provisions Covid-19 Act 2020 related to holding virtual meetings, the Companies Act 2014 was amended to allow companies to hold both hybrid and virtual meetings with the adoption of the Companies Corporate Governance, Enforcement and Regulatory Provisions Act of 2024. The amendments entered into force on 3 December 2024.
Hong Kong (China)
In 2023, Hong Kong (China) amended the Companies Ordinance (Cap. 622) to allow companies to hold general meetings: (i) at a physical venue; (ii) by using virtual meeting technology; or (iii) both at an in-person venue and by using virtual technology. Companies are not required to have an express provision in their articles of association to hold remote meetings. Instead, it is sufficient to specify the two or more physical places in the general meeting notice. An express provision in the articles of association is, however, required when a company excludes the possibility of holding a virtual general meeting or requires a general meeting to be held only at a physical venue.
Italy
A law approved in 2024 to support the competitiveness of Italian capital markets allows shareholder meetings of listed companies to be conducted without shareholders’ physical attendance, exclusively by proxy to a designated representative, when provided by the articles of association. This solution, unique amongst the jurisdictions covered by this study, was initially adopted as a temporary option during the pandemic and was subsequently extended.
They are called closed doors meetings, as shareholders do not participate (not even remotely). On the one hand, they substantially reduce company costs and help avoid lengthy or disruptive interventions. The Italian Companies and Exchange Commission (CONSOB) has seen an increase in shareholder participation in meetings of companies with the largest capitalisation. On the other hand, many investors have opposed this measure, as it can limit shareholders’ opportunities to engage directly with boards (ICGN, 2024[9]) and undermine the AGM as the venue for collective discussion and decision-making. In particular, in addition to the right to include items on the meeting’s agenda only by shareholders representing one-fortieth of the share capital, the law specifies that for closed door shareholder meetings, individual shareholders can only present shareholder proposals up to 15 days before the meeting (instead of during the meeting). Furthermore, shareholders may only pose questions on the items of the agenda prior to the AGM, which the company must answer three days before the meeting. Assonime, an association representing Italian listed companies, has argued that the emphasis on submitting and disclosing written responses prior to the AGM actually results in better informed AGM voting decisions because most votes occur by proxy before the meeting takes place.
This law also extended until the end of 2024 the emergency legislation enacted during the pandemic allowing companies to conduct AGMs with a designated representative even without a provision in their articles of association. As a result, the most popular manner for holding shareholder meetings in Italy in 2024 was through a designated representative in an in-person setting (Euronext, 2024[10]). More than 80% of the 34 companies of the FTSE MIB1held their assemblies through the designated representative and only six held open door traditional AGMs. During the 2024 AGM season, many Italian companies presented resolutions to amend their articles of association to introduce in a stable manner the possibility to hold closed door meetings. In some cases, these resolutions faced opposition by free float shares/institutional investors and negative recommendations by proxy advisors (Sodali, 2024[11]). On the other hand, the preliminary findings of a study2 show that companies (mostly Mid and Small Cap, irrespective of ownership structure, and FTSE companies mainly with concentrated ownership) changed their bylaws, with high voting majorities, to introduce the option to convene AGMs through the designated representative. The next AGM seasons will further test shareholders’ willingness to approve amendments to the articles of association to allow for this format in future AGMs.
Korea
In 2023, the Ministry of Justice proposed amendments to the Korean Commercial Code to introduce the option of virtual and hybrid shareholder meetings in order to increase attendance by minority shareholders and clarify the existing framework. The draft amendments subject these options to an amendment in the articles of association but specify that the articles cannot provide for virtual-only meetings, excluding the possibility for in-person and hybrid settings. Virtual shareholder meetings would serve as a tool to ensure shareholders can exercise their rights and enhance participation in general meetings, rather than acting as a complete substitute for in-person shareholder meetings.
Switzerland
An amendment to the Swiss Code of Obligations, entered into force on 1 January 2023, allows companies to hold virtual meetings subject to a provision in their articles of association. In 2023, 15 companies on the Swiss Market Index put forward resolutions to amend their articles of association, but they received very low support in most (12) and were voted against by about 90% of shareholders. The main concern investors and proxy advisors expressed prior to AGMs is the potential use of virtual meetings beyond emergency situations, as in many cases issuers did not provide criteria to call virtual meetings or limit the validity of this option to a set timeframe (Georgeson, 2023[8]).
1. The study conducted takes account of Italian issuers listed in the FTSE MIB index as of 31 July 2024 for a total of 34 meetings. Companies on the index that are incorporated abroad and companies holding their AGM later in the year are not included in the sample (Sodali, 2024[11]).
2. Evidence from the 2024 AGM season was also gathered from CONSOB.
2.2.3. Jurisdictions and company guidance for remote participation
Sub-Principle II.C.3. of the G20/OECD Principles recognises the role codes of conduct may have in providing guidance and ensuring proper engagement and equal treatment of shareholders during remote meetings. In light of shareholders’ growing concerns on these matters, the adoption of guidelines at the national level and by companies may also increase trust in virtual and hybrid meetings. As of end 2022, guidance on remote participation in general shareholder meetings was not yet a widespread practice, with less than a quarter of the jurisdictions covered by the 2023 OECD Factbook having one (OECD, 2023[1]).
Since then, many jurisdictions have issued or amended their rules and guidance on the matter or included recommendations in their corporate governance codes, often furnishing detailed answers to practical questions and clarifying important safeguards for investors to ensure equal opportunities for engagement. In Canada, for example, the Canadian Securities Administrators issued an update to the guidance published in February 2023 on remote meetings to clarify the importance of (i) providing disclosure to shareholders on how to access and participate in virtual meetings, and (ii) facilitating shareholders’ participation in these meetings. Table A A.1 shows that 29 out of the 50 jurisdictions surveyed for this peer review now have corporate governance code recommendations or other specific guidance on remote participation in AGMs. The Singapore case study shows how private initiatives may shape the development of guidance for better corporate governance and engagement during AGMs. The Securities Investors Association Singapore (SIAS), which advocates for the rights of retail investors, the Singapore Institute of Directors (SID), and the SGX RegCo published a Guide on Best Practices for Shareholder Meetings of Listed Companies (Best Practice Guide) in 2019 and updated it in 2024 (SIAS, SID and SGX RegCo, 2024[12]).
Shareholders’ right to vote is a cornerstone of good governance. The procedures and requirements for the shareholder voting process vary across jurisdictions and investor types, whether institutional or retail. Nevertheless, the voting process usually includes several steps and a chain of parties with separate responsibilities: 1) the company sets and sends the general shareholder meeting’s agenda; 2) the custodian confirms the shareholders’ identity and the number of eligible shares for voting (the record date deadline); 3) companies send meeting materials to shareholders (either before or after the record date); 4) shareholders procuring proxy advisory services receive voting recommendations; 5) shareholders (generally institutional investors) instruct the custodian on how to vote (cut-off date); 6) voting takes place before or at the shareholder meeting; and 7) shareholders may receive a vote confirmation (Denis, E. and D. Blume, 2021[13]). Retail investors generally do not receive voting recommendations, as they tend to receive an admission ticket for the AGM from the custodian and then may decide to attend it directly or appoint a proxy to attend on their behalf. In addition, there are different ways in which voting is handled, by electronic proxy voting before a meeting, and in person, proxy or electronic remote voting during the meeting.
A study conducted by Norges Bank Investment Management reported “a lack of a uniform framework and standards across markets”, with significant differences in the way shareholder meetings and voting processes are organised and disclosed across markets, in particular with regards to the timeline for preparing and casting votes, the voting chain and vote confirmations (NBIM, 2020[14]). This assessment is supported by the report’s five case studies and the results of the survey, as discussed in this section. The diversity of requirements and rules likely mirror the different ecosystems, culture and preferences of jurisdictions, which include meeting formats.
Another important issue relates to the challenges recently experienced by international retail investors in casting votes at AGMs. For example, in one US company’s 2024 AGM, investors outside the United States experienced difficulty in casting votes as brokers and trading platforms managing shares reportedly did not have supporting facilities (Morris, Kinder and Agnew, 2024[15]).The lack of a sound system or supporting infrastructure allowing for cross-border voting risks cutting out important portions of the shareholder base, not for lack of interest in voting but for the practical impossibility of doing so. In public companies with a wide shareholder base, which may be dispersed among many different countries, inefficiencies in the systems used by brokers and the imposition of high and prohibitive costs may undermine the very core shareholder right to vote. Other challenges to cross-border voting include extra administrative costs and lengthy procedures that may exceed the legal timeframes to register and send voting instructions.
Many of the hurdles shareholders face in engaging and voting stem from long chains of intermediaries, which can lead to a fragmented allocation of liability along the voting chain (Better Finance, 2023[16]). Intermediaries or custodians sometimes set voting deadlines significantly ahead of AGMs and distribute meeting materials too late, preventing investors from casting informed votes. In some markets, these challenges are mostly affecting participation by retail investors. In the United Kingdom, investors purchasing shares via brokers are not registered with the companies they invest in, meaning they face additional difficulties in obtaining information to vote and making voting decisions (LUMI, n.d.[17]). In particular, before AGMs, shareholders have to reach out to their broker and ask for a representation letter, which can be a lengthy and costly process (LUMI, 2022[18]) that may affect their decision to participate and vote in meetings.
In response, some asset management funds such as BlackRock, State Street and Vanguard are giving voting options to a growing portion of underlying investors (pass-through voting) while bearing associated costs. Newer pass-through voting systems aim to leverage existing systems and networks used for traditional proxy voting to allow shareholders to cast their votes or voting options electronically from anywhere and at any time (Danielle Gurrieri and Chuck Callan, 2024[19]).
These initiatives have been piloted on certain funds and are currently being expanded, giving more investors the possibility to choose among a set of voting policies to direct asset management funds on how to vote their shares. These initiatives are also important in view of the increasing dominance of passive funds and their potential influence on corporate governance decisions, including votes on environmental, social and governance (ESG) proposals (Danielle Gurrieri and Chuck Callan, 2024[19]).
By the end of 2023, only a quarter of eligible assets (about 23%) could benefit from this voting option (Joud Abdel Majeid and Rachel Aguirre, 2024[20]), suggesting that the impact is limited mostly to larger pension funds that have parts of their portfolios managed by asset management funds. Even though pass-through voting has been available in some capacity, there has so far been no noticeable shift in how asset managers vote. As similar initiatives expand and cover more investors, this option is becoming more widely known.
The evolution of pass-through voting systems could make corporate governance decisions more democratic and remove some of the existing cost and timeline barriers (Danielle Gurrieri and Chuck Callan, 2024[19]). As a result, more divergence in the voting patterns of large asset managers may emerge if more of their clients choose to have a say in how their votes are cast. While it remains to be seen whether underlying shareholders, especially at retail level, demonstrate an interest in casting their votes directly, corporate voting dynamics may change if the use of pass-through voting becomes more widespread (Sodali&Co, 2024[21]).
2.3.1. Record dates
Record dates, defined as the deadline for shareholders to be registered and identified to be eligible for voting, provide a snapshot of the shareholders entitled to vote and are therefore an essential corporate governance element as they directly impact shareholders’ voting rights. The framework for record dates and the way record dates are communicated varies across jurisdictions. A recent study on practices in the United States found that record dates may be used by companies’ management to influence how shareholders vote. In most cases (above 90%), firms file proxies to notify investors of record dates after record dates have passed (Fos, Holderness, 2023[22]). In the European Union, the Shareholder Rights Directive I (2007/36/EC) requires that record dates be notified in advance to shareholders (Figure 2.2).
More than 90% (46 jurisdictions) have a law or regulations setting the record date of ownership (or a range of dates) and, among these, 8% (4 jurisdictions) also provide some further specifications in listing rules (Australia, Canada, Malaysia and South Africa). Only two jurisdictions, Hong Kong (China)3 and Switzerland give companies flexibility on the record date of ownership through guidance and code recommendations. In Switzerland, although there is no specific deadline set by law, the Annex to the Directive on Corporate Governance, which applies on a “comply or explain” basis, encourages the disclosure of the rules for setting the deadline to identify registered shareholders in the issuer’s share register, as well as any rules on the granting of exceptions (SIX, 2023[23]). Furthermore, the Swiss Code of Best Practice for Corporate Governance specifies that, when a record date is set by the company, this should generally be no more than a few days before the date of the meeting (Economiesuisse, 2023[24]). Brazil and Costa Rica have no specific framework for setting a record date. In Brazil, while public companies can request the prior submission of shareholder documents in the notice, shareholders who attend in person can participate and vote as long as they present the identification documents until the time scheduled for the meeting. However, to participate and vote remotely through an electronic system, the company may require shareholders to deposit identification documents up to two days before the meeting.
Note: Based on 50 jurisdictions. Jurisdictions may be counted in more than one category when they selected more than one response. When jurisdictions indicated the use of working days or trading (or market) days, seven working/trading days were considered equivalent to one week. Switzerland has a code recommendation and record date is counted in the category “No specific time” as the recommendation specifies they should occur within a few days.
Source: OECD surveys. Table A A.3.
Jurisdictions tend to set a specific record date but in some cases also provide for a range of time or minimum/maximum period within which companies may set their own record date (Canada, Israel and Romania have a range of time; Argentina, Australia, People’s Republic of China (China), Greece, India, Japan and Korea set either a maximum or minimum) (see Table A A.3). The shortest record dates are the end of the trading day prior to the AGM in Saudi Arabia, and, at the end of the day before the meeting in Türkiye, where the Electronic General Meetings System (E-GEM) system used to manage general shareholder meetings enables such a short record date. Most jurisdictions (29) have a deadline set within seven business days. Japan and Korea have the longest record dates with three months. Italy imposes an additional requirement on shareholders eligible to vote on the record date as they must request – via the last intermediary to the issuer – registration for the shareholder meeting until two market days after the record date.
2.3.2. Share blocking
Share blocking refers to the practice of restricting shareholders from selling, transferring or lending their shares for a specific period before a general shareholder meeting in order to be eligible to vote. Trading volumes often surge both prior to and after record dates (Fos, Holderness, 2023[22]). This is why investors evaluate whether there are trading restrictions after record dates, as they may prioritise trading shares over the right to attend and vote at meetings (Council of Institutional Investors, 2011[25]). With share blocking, companies aim to avoid voting arbitrage and ensure that only shareholders who hold their shares continuously up to the date of the meeting can vote. For a company, share blocking can make the task of determining shareholders eligible to vote easier. However, investors do not view this practice favourably, as it may restrict liquidity. It is also important to note that share blocking may have implications for share lending. If shares are blocked before a meeting, any shares that are lent out during the blocking period will lose the voting rights attached to them for that meeting. While share lending can increase market liquidity, share blocking can temporarily reduce liquidity during the blocking timeframe.
Therefore, in some jurisdictions, once the record date has passed, if there is no share blocking, shareholders may continue trading their shares without any impact on the voting rights attached to them. The number of shares held before and after the record date is, therefore, not relevant for voting purposes. In other jurisdictions where share blocking is imposed, shareholders cannot trade their shares up to and after the meeting date if they intend to vote. Investors generally consider share blocking a challenge.
The legal framework allows disposing of shares after the record date in 31 jurisdictions (Table A A.3). In Portugal, however, the law imposes a duty to inform the chair of the general meeting and the Portuguese Securities Market Commission (CMVM) if any shares have subsequently been transferred. In the European Union, the Shareholder Rights Directive I abolished share blocking and similar practices. The sale of shares after the record date is not allowed by law in Argentina and Mexico (Table A A.3). Seventeen jurisdictions do not have a specific framework for the issue.
2.3.3. Proxy voting framework
Many investors rely on proxy voting services. The procedures and deadlines for shareholders to submit their votes and appoint proxies vary across jurisdictions and are also subject to different company and custodians’ practices (LGIM, 2020[26]). The challenges associated with proxy voting systems have attracted the attention of regulators, with some progress made and efforts ongoing to address information asymmetries, also inherent to cross-border intermediated chains (Denis, E. and D. Blume, 2021[13]). Despite such efforts, the proxy voting process remains complex and overly manual, resulting in poor transparency and high costs and inefficiencies. A recent study in the European Union found that costs imposed by intermediaries are still considered not sufficiently proportional and transparent (ESMA and EBA, 2023[27]). Other problems arise when communication is not standardised and non-machine readable, thereby slowing communication down the chain because each participant needs to validate the information being passed on. This means that some shareholders might be receiving the meeting information quite late in the process, without sufficient time to review it or do their own research and make informed voting decisions. Furthermore, complex chains of financial intermediaries can make it challenging to identify shareholders and it takes significant time and effort to send shareholder meeting notices and materials.
For proxy voting to function effectively, it is therefore crucial that all necessary information is provided well in advance of the meeting, which may be more important to ensuring efficient outcomes than the conduct of the meeting itself. Policy and regulatory interventions may be needed to address these complexities, and support companies and other market participants in ensuring better voting practices (NBIM, 2020[14]).
Overall, jurisdictions are less prescriptive as to the deadline for appointing or registering proxies prior to general shareholder meetings, compared to record dates (Table A A.3). The majority of jurisdictions (26) do not regulate the issue or leave it to the companies’ discretion. In those cases, procedures and time limits for the notification of a proxy should at least be clearly disclosed in the shareholder meeting notice.
A clear deadline is stipulated in the legal framework of 23 jurisdictions and is recommended in a code in only one (Switzerland) (Table A A.3). In many cases, the law provides a minimum or maximum time but builds in some flexibility for companies to also decrease the time to appoint a proxy in the interest of shareholders and greater representation at the meetings (for example in Canada and Ireland). It may also be required that copies of the proxies are attached to the minutes of the meeting (this is the case in Latvia and Romania, for example). When a timeframe is set, all but 3 out of the 23 jurisdictions which have a binding provision provide a deadline within 3 days.
Proxy voting is a well-established market practice, and for companies, advance voting and proxy voting can enhance voting efficiency and predictability. This is explained further in the case study of South Africa, where institutional investors own an important share of listed companies, and votes tend to be cast in advance of meetings and through proxies. Through this practice, companies in South Africa (and many other countries) may perceive the AGM as a formal occasion to showcase company results and focus less on its role in finalising voting outcomes on substantial decisions. The case study of Türkiye highlights an opposite approach, where votes are not collected or known to companies in advance, and proxies must file their votes during the meeting either in person or electronically.
2.3.4. Cut-off date
The majority of jurisdictions do not set by law a deadline for proxy voting before the AGM (cut-off date). This is either not regulated or left to the discretion of companies to specify the deadline in their meeting notice (Table A A.3). In the Netherlands, for example, the law only sets a record date and clarifies that other deadlines for voting cannot be set prior to such date. The law sets a cut-off date deadline for electronic proxy voting in 19 jurisdictions, of which 8 set the same deadline as for appointing or registering a proxy (Figure 2.3).
Brazil recently changed the deadline for proxy voting from seven to four days. Israel has the shortest cut-off dates for electronic proxy (4 hours, although the Israel Securities Authority may set an earlier voting deadline, and not longer than 12 hours before the general meeting begins). In Japan, the cut-off date for electronic proxy voting is either the end of business hours of the day before the AGM, or a date set by the company, as long as at least two weeks have passed since the AGM notice was issued. Although not required by law, the cut-off date in the United States is typically shortly before the annual shareholder meeting (e.g. midnight before the meeting).
Note: Based on 50 jurisdictions. When jurisdictions indicated the use of working days or trading (or market) days, seven working/trading days were considered equivalent to one week.
Source: OECD surveys. Table A A.3.
2.3.5. Facilitation of online and electronic voting
Most jurisdictions have a provision to facilitate electronic voting prior to meetings. This is the case in 60% of the jurisdictions surveyed (30). Using only code recommendations is a less common option (12%) and 28% have no provision (Table A A.3).
For electronic voting during a shareholder meeting, 74% of jurisdictions (37) have a provision (sometimes accompanied by a listing rule or code recommendation) and only 10% of jurisdictions (5) rely only on a code recommendation. This means that electronic remote voting tends to be more regulated when it occurs during AGMs than before. Twenty-seven jurisdictions provide the same framework for electronic voting before and during AGMs, while others that have either a provision or code recommendation have different combinations for one or the other. In June 2024, Brazil passed a reform to expand the use of remote voting, making it mandatory for all shareholder meetings. However, the reform also allows companies to waive this requirement if remote voting has not been used before or if investors holding at least 0.5% of the share capital reject it at least 25 days before the meeting.
2.3.6. Remote voting by shareholders and proxies during AGMs
Thirty-two jurisdictions have a legal requirement allowing both shareholders and proxies to vote remotely through electronic means during AGMs and only one has a corporate governance code recommendation applicable to both shareholders and proxies (Costa Rica) (Table A A.3). In some jurisdictions, for example Australia, Hong Kong (China), Hungary and Switzerland, the code adds recommendations on the provisions set by law. While the framework for remote voting applies to both shareholders and proxies in a majority of jurisdictions, other jurisdictions’ provisions apply only to shareholders, either set by law (Brazil, Estonia, Finland, India, Norway and Peru) or by code recommendations (Czech Republic and the United Kingdom). Malaysia has a code recommendation for both shareholders and proxies, but the law specifies the right to vote remotely only for proxies. As remote shareholder meetings may be allowed only if there is a provision in the company’s articles of association, certain jurisdictions leave the matter to company internal documents. This is the case in Croatia and the Slovak Republic.
In Indonesia, electronic voting for shareholders is ensured by giving shareholders an e-voting module and proxies an e-proxy module through an application called eASY.KSEI. These modules allow them to vote directly electronically on the day of the meeting, letting them take part in meeting activities without having to attend in person.
The shareholder meeting notice is a key piece of information for all shareholders. Sub-Principle II.C.1. of the G20/OECD Principles recommends that “Shareholders should be furnished with sufficient and timely information concerning the date, format, location and agenda of general meetings, as well as fully detailed and timely information regarding the issues to be decided at the meeting.” All jurisdictions covered by the 2023 OECD Corporate Governance Factbook require companies to provide advance notice of general shareholder meetings, with 51% establishing a minimum notice period ranging between 15 and 21 days, 39% providing for longer notice periods and 10% for shorter periods. Proxy materials are generally sent to shareholders at the same time or a few days after notification is given. More than 70% of the jurisdictions have a provision requiring notices of general shareholder meetings to be sent directly to all shareholders (OECD, 2023[1]).4
This report goes a step further to elaborate on the categories of information included in the agenda and disclosed to shareholders in advance of shareholder meetings. Overall, companies are required by law to include detailed information in their shareholder meeting materials package (Figure 2.4). In particular, information on meeting formats and technological solutions used for voting and nominating proxies, as well as disclosure on remuneration and sustainability policies and compliance with code recommendations, may all be relevant to support informed shareholder voting.
Note: Based on 50 jurisdictions.
Source: OECD surveys. Table A A.4.
Information on the venue of the meeting is a requirement by law or listing rule in all jurisdictions but one (Spain) (Table A A.4). However, in some jurisdictions, including the United Kingdom as described in the case study, there can be legal uncertainty as to what should be the physical venue of the meeting for shareholder meetings taking place completely virtually. To comply with Section 311 of the Companies Act requiring a physical place for the meeting, some UK companies specify a physical location in their notice although they then carry out the meeting virtually. The Malaysian Companies Act requires companies to specify the location of virtual or hybrid meetings, which may also be the online platform used to conduct the meeting. In the United States, the proxy rules of Regulation 14A specify that information that must be included in the proxy statement of a public company. For example, the proxy statement should state the date, time and location of the meeting (e.g. physical location or URL for virtual meetings).
The law or listing rules require that the format of the meeting be disclosed in 92% of jurisdictions (46) – a practice aligned with sub-Principle II.C.1. of the G20/OECD Principles (Table A A.4). In the Netherlands, Peru, Spain and the United Kingdom, it is not required or recommended but it is a common practice for companies. Information on how to access the online platform is also required to be disclosed in 72% of jurisdictions (36), either by law or listing rule (Table A A.4). In Canada, for example, a specific regulation provides that meeting materials must explain, in plain language, how to attend and vote the securities directly at the meeting. In Hong Kong (China), the notice may also specify the technology to be used for holding the remote meeting. In Ireland, a company must also inform attendees before the general meeting of any requirements or restrictions which it plans to put in place to ensure their identification and the security of the electronic communications technology. Three countries provide recommendations on how to access the online platform in their soft law instruments (Indonesia, Malaysia and the United Kingdom), and eleven do not require disclosure of such information.
Instructions on how to vote are also crucial; 85% of jurisdictions (43) have disclosure requirements in law or listing rules and only two have soft law recommendations (Hong Kong (China) and Indonesia). Five countries have no provision in their framework (Argentina, Bulgaria, Mexico, Peru and Slovenia) (Table A A.4).
A shareholder meeting notice is complemented by a large number of documents which are disclosed at the same time as meeting materials, often on a dedicated section of the company’s website. In the Slovak Republic, the meeting notice must also provide a link to the website where all documents will be posted, which may be a useful practice for foreign investors that are less familiar with foreign websites and for retail investors who would have to search for the information themselves. Many jurisdictions, as exemplified by the Singapore, South Africa and Türkiye case studies, have established centralised websites or platforms for disclosure by all listed companies, operated by the securities regulator, stock exchange or central securities depository, to improve access to information.
All but one jurisdiction require the disclosure of financial statements with the meeting notice (Table A A.4). In Canada, shareholders are either given access directly to a copy of the financial statements within 140 days after the end of the financial year or issuers can provide shareholders with a request form to obtain a copy. In Korea, directors have to make financial statements and performance reports available to shareholders at the company’s office one week before an AGM. In the United States, the proxy rules require a company to send its annual report (which includes the company’s audited financial statements and information on the company’s performance) to shareholders when the company holds a meeting of shareholders to elect directors.
Reports on companies’ performance have to be disclosed by law or listing rule in 45 jurisdictions and another 2 recommend it (Argentina and the Netherlands) (Table A A.4). In Italy, in addition to the performance report, boards have to disclose a report on the resolutions proposed to the shareholders. Another interesting disclosure recommendation comes from Ireland and the United Kingdom, where companies should give shareholders explanatory notes on resolutions that previously received 20% or more votes against a board recommendation. These notes should explain the impact of the vote on board decisions and outline any resulting actions or proposed resolutions.
One of the major items on all AGM agendas is the election of board members. Disclosure of the profiles of candidates for nomination is required in 60% of the jurisdictions surveyed (30) with no such requirement or recommendation in only 8 jurisdictions. Disclosure is recommended in codes, principles or guidance following a “comply or explain” approach in 12 jurisdictions (Table A A.4). In Türkiye, information about the profiles of board candidates is provided only for independent board members. In Hong Kong (China), the Corporate Governance Code section applicable on a “comply or explain” basis stipulates that for the election of an independent non-executive director, the circular to shareholders and/or explanatory statement accompanying the notice should also include information about the independence of the candidate.5 Chile has both a provision and recommendation on this issue: the Corporations Regulation establishes provisions regarding information on board candidates, and General Rule No. 461 requires companies to disclose in their annual report whether there is a procedure to inform shareholders about the profile and diversity of board members.
General shareholder meetings are the forum where shareholders can engage with management and executives. Despite agreement on this purpose, approaches vary amongst jurisdictions as to how questions are to be submitted and asked, and how and when they are answered. The way meetings are chaired can have a substantial impact on the organisation of meetings and their Q&A session, including the length and number of questions. Furthermore, the manner in which questions submitted in advance and during meetings are handled impacts the exercise of shareholder rights and participation as well as transparency.
Sub-Principle II.C.3. of the G20/OECD Principles recommends that shareholders should have equal opportunities to participate in general shareholder meetings regardless of the format adopted.6 Some jurisdictions such as South Africa address this recommendation by mandating that shareholders have the right to ask direct questions without an intermediary whether participating in the AGM virtually or in person In Singapore and Türkiye, it is common practice for shareholder questions to be submitted remotely but only in writing. Evolving approaches in this regard reveal that there can be a tension between companies’ interest to efficiently manage questions and answers related to the general meeting agenda, and shareholders’ interest to ensure that all questions are fully addressed, including through follow-up questions when needed. However, the perspective of market participants is that common ground between these two interests is achievable through the adoption of good practices that provide for transparent treatment of questions and reasonable time limits for discussion, as discussed below.
2.5.1. The right to pose questions before general shareholder meetings
Questions can be submitted before the AGM by law or listing rules in half of jurisdictions (25) for both in-person and remote shareholder meetings (Table A A.5) (Figure 2.5).
In some jurisdictions like Austria and Germany, this right is guaranteed only for remote shareholder meetings. Codes, principles or guidance based on a “comply or explain” approach recognise the right to pose questions in both in-person and remote meetings in eight jurisdictions. Nine have recommendations for the in-person setting, and ten have a code recommendation for hybrid and virtual-only meetings. For example, Hong Kong (China) only has a recommendation for remote meetings in a guidance note for virtual and hybrid meetings issued by the Companies Registry. The guidance recognises as good practice giving the opportunity to shareholders to submit questions within a reasonable timeframe prior to general meetings and to provide them with a clear timeframe as to when and where questions should be sent.7
There is no specific framework for submitting questions prior to in-person meetings in 30% of jurisdictions (15) and in 26% (13) for remote shareholder meetings. Brazil, Chile, Costa Rica, Korea, Poland and Saudi Arabia have no specific framework for questions prior to AGMs. In Korea, the right to pose questions is not specifically outlined but recognised as an implicit shareholder right by case law.
For shareholder questions submitted in advance of meetings, many jurisdictions establish a deadline. There are no major differences in treatment between in person and remote meetings for the submission of questions in advance. More than half of jurisdictions have provisions establishing such deadlines, usually in the law but in some cases in code recommendations (Table A A.5) (Figure 2.5). Latvia, for example, sets a deadline of seven days prior to the general meeting for shareholders’ questions and of maximum three days prior to the meeting for responses by the board. In Belgium, written questions must be received by the company at the latest six days before the general meeting.
In Israel, there are two channels for communication between companies and shareholders before the AGM. One, called “standing positions”, allows shareholders to submit questions on defined issues as specified in regulations and the board to submit its responses before the AGM. Once the board responds to a standing position, no further exchanges on the topic are permitted. The other channel is informal communications, which take place between the company and its shareholders regarding agenda items before the AGM.
In Italy, for questions posed prior to the meeting, companies may choose to publish their answers two days before the meeting (or alternatively to answer during the meeting). In both cases, the timeline chosen must be disclosed in the AGM notice for shareholder transparency. For closed door meetings, however, which were initially permitted during the pandemic and can now be provided for by companies’ articles of association, the right to pose questions in advance is the only way for shareholders to exercise their right. In this case, the law clarifies that companies have to answer and publish responses at least three days before the meeting.
In Portugal, the Portuguese Institute of Corporate Governance (IPCG) Code states that the company should implement adequate means for shareholders to attend and vote at the general meeting without being present in person, including the possibility of sending questions in advance and requesting clarification or information on the matters to be decided on and the respective proposals.
A majority of jurisdictions do not have a requirement or recommendation that companies answer questions received before the general meeting. This is the case in 33 jurisdictions for in-person meetings and 31 jurisdictions for hybrid or virtual ones. Ten jurisdictions have a specific requirement (nine in the law and one in the listing rules (Singapore) for both in-person and remote meetings) and nine have a recommendation for this (Table A A.5). In some jurisdictions, although the right to pose questions in advance is recognised or recommended, the framework does not specify a particular deadline. This is the case in the Czech Republic, Denmark, Finland, India, Indonesia, Ireland (only for in-person meetings), Japan, Luxembourg and the Netherlands. Singapore recognises the right to pose questions prior to the meeting in the listing rules, but its guidance only recommends a deadline. Furthermore, the framework stresses the importance of written questions before the AGM. In India, the guidance note on general meetings issued by the Institute of Company Secretaries of India (ICSI) specifies how the company may invite shareholders to submit questions in advance to the e-mail address of the company. The company may select among the most common questions and provide a comprehensive answer to each at the general meeting.
Only 26% of jurisdictions require a specific response format in law or in listing rules (13), and the others do not regulate it. Where the law provides clarifications on the response format, there are varied approaches. Lithuania has an interesting approach where if multiple questions on the same topic are submitted, the company can provide a single response. Additionally, all answers to questions submitted in advance about agenda items must be shared at the general meeting or made available to all shareholders beforehand.
Note: Based on 50 jurisdictions.
Source: OECD surveys. Table A A.5.
2.5.2. Questions posed during general shareholder meetings
A question posed by one or more shareholders may be informative for other shareholders. Similarly, being able to see all questions during a meeting may smooth the chairing and allow all shareholders to keep track of the discussion on each agenda item and avoid repetitive questions. Moreover, during virtual and hybrid meetings, there may be information gaps if the platform used does not allow questions submitted to be visible to other shareholders. An interesting feature would be to allow shareholders to highlight the questions they deem more important to receive a response on (Rutgers Center for Corporate Law and Governance; Council of Institutional Investors Society for Corporate Governance, 2020[5]). Further, questions can be more easily heard by other attending shareholders during in-person meetings but dynamics change when remote participation and questioning are permitted.
Only six countries have a legal requirement for displaying all questions, for both in-person and remote meetings (China, Croatia, Israel, Lithuania, Portugal and Türkiye). On the other hand, 84% (42) do not have a provision or recommendation for displaying all questions asked during in-person meetings, and 80% (40) do not have a policy on this for remote meetings (Table A A.5). Sometimes different frameworks apply depending on the meeting format. This is the case in Austria, which includes a requirement only for meetings with a remote participation component, and in Colombia, which has a rule for in-person meetings and a recommendation for remote ones. Indonesia and Malaysia have code recommendations for both meeting settings, whereas the United Kingdom has guidance only for remote participation.
Different meeting settings, particularly those with a remote participation component, require clarity as to whether shareholders attending remotely may send and see other questions during meetings, possibly in real-time. Jurisdictions have different rules for this. Thirty-one jurisdictions do not require or recommend that companies allow shareholders attending virtually to send and see others’ questions during AGMs. Fourteen jurisdictions have a provision in law and five have a recommendation (Table A A.5). For example, Malaysia has a recommendation providing that companies should ensure questions and remarks are made visible to all shareholders, to promote transparency and ensure meaningful responses to questions posed, particularly when the meeting is virtual or hybrid (Bursa CG Guide, Pull-out III, Practice 13.2). There is no such requirement in Chile and displaying questions formulated during the meeting to all attendants is a matter left to companies’ internal rules for general meetings participation.
The manner in which a meeting is chaired can create significant differences in the Q&A segment of a meeting and other interventions, not only between different jurisdictions but also among companies based in the same jurisdiction. Guidance on how meetings are chaired may help support more consistent good practices. Platform providers such as LUMI and law firms have recognised the role a chairperson plays for effective meetings and engagement, and have issued general guidelines (LUMI, n.d.[28]) (Squire Patton Boggs, 2022[29]). In particular, the chair can provide clear guidance for interventions to help manage lengthy or multiple interventions by the same shareholders or limit time for discussions outside the scope of the agenda. This may be particularly useful with the rise of disruptions by environmental and social activists in recent AGMs. When disruptions occur, having a pre-defined script or agreed procedure can also be beneficial. The company’s articles of association could list the practices that lead a chair to remove people from the meeting room. Another option could be the preparation of a code of conduct or code of honour to be signed before the meeting starts (LUMI, n.d.[30]) (Squire Patton Boggs, 2022[29]).
2.6.1. Rules for chairing a meeting
Some companies have switched to remote meetings because of disruptions. Having clear guidance for chairing a meeting and managing questions, in terms of length, follow-up questions and possible limits on the number of interventions, may help chair meetings more effectively and reduce room for disruptions. However, setting a time limit for interventions is required by law in only 11 jurisdictions for in-person meetings and 10 for remote ones, and recommended in “comply or explain” codes or similar guidance in 3 and 4 jurisdictions, respectively. Thirty-five jurisdictions do not address this issue (Table A A.6).
Some jurisdictions have taken other approaches. In Hong Kong (China), for instance, to promote transparency, the Companies Registry’s Guidance Note suggests that companies should explain how questions would be responded to (e.g. by grouping similar or identical questions to avoid repetition) and provide shareholders with the number and nature of questions asked but not answered. Further, in the case of a hybrid meeting, companies should balance answers to questions from shareholders participating physically and those attending virtually. In Latvia, there is no specific indication as to the duration of answers to questions, but the Code recommends companies to determine the appropriate duration of a shareholder meeting and announce a new meeting date if the matters included on the agenda of the meeting cannot be considered due to lack of time.
In Ireland, the Companies Act 2014 outlines exceptions to the right to ask questions about agenda items. One such exception allows chairs to withhold a response if they believe answering could disrupt the balance of the meeting. In Germany, there is no framework for chairing meetings and allocating time for questions, but practice suggests that questions may only be limited in specific situations, for example after the questions’ list has been closed. Limitations must be reasonable and proportionate. Answers may only be refused if they have already been given or were provided in advance of the meeting. If shareholders request it, notarised minutes must include the reason for the refusal. Malaysia has a different approach and recommends the appointment of an independent moderator to facilitate a smooth Q&A session.
2.6.2. Answering questions posed during AGMs
A majority of jurisdictions (27) require that companies answer all questions posed and in 10% (5) it is recommended for all meeting formats. Fifteen jurisdictions (30%) lack such a requirement or recommendation for all meeting formats (Table A A.6). Belgium has both a legal requirement and recommendation, and the chair should ensure that all relevant questions are answered.
Two-thirds of jurisdictions do not specify whether companies have a duty or should answer and disclose all unanswered questions following the meeting (for both in-person and remote AGMs) (Table A A.6). Only nine jurisdictions have a specific requirement in law (Czech Republic, Finland, France, Germany, Norway, Slovak Republic, Spain, Sweden and Türkiye); one includes the issue in its listing rules (Singapore); and five have a code recommendation (Estonia, Greece, Hungary, Malaysia and the United Kingdom). Canada has a code recommendation only for remote meetings. Malaysia recommends that companies include the questions and remarks raised by shareholders and the responses in a section titled “Key Matters Discussed” which is to be published on the company’s website after the general meeting. In the United Kingdom, companies are encouraged to provide written answers or summaries of submitted questions, regardless of whether they were addressed on the meeting day. If a question remains unanswered, the summary should explain why and indicate when a response will be given.
2.6.3. Attendance of AGMs by board members and external auditors
Involving all or most board members in general meetings rather than leaving the responsibility solely to the chair can enhance board accountability and improve shareholder engagement. Shareholders also use AGMs to engage with the external auditor and/or the audit committee or audit committee chair. This practice may become more widespread with the increasing disclosure of sustainability information by companies and the growing role of auditors in providing assurance of non-financial disclosures.
2.6.4. Board members at AGMs
Requirements or recommendations for all board members to attend AGMs are relatively rare; 64% of jurisdictions (32) lack such provisions. All board members are required to attend in 20% of jurisdictions (10) and the practice is recommended in another 16% (8 jurisdictions) (Table A A.6). The same framework tends to apply for both in-person and remote settings.
In Latvia, for instance, the law requires all members of the management board as well as at least one member of the supervisory board to participate in shareholder meetings. In Switzerland, the Regulation pertaining to the General Assembly of Joint Stock Companies to be held via Electronic Means states that all board members authorised in the administrative affairs of the company must be present. If one administrative officer is not a board member, at least one board member must be present. Other board members have the option to attend the general meeting. In Finland, the Corporate Governance Code recommends that the chair of the board, the members of the board, and the managing director be present at the AGM. In the Netherlands, the Code recommends that board members nominated for appointment should be present at the meeting at which their nomination is voted on. In Italy, although not all members of the board are required to attend, the obligation covers the board chair and the members of the audit committee.
2.6.5. Shareholders’ engagement with the external auditor during AGMs
The majority of jurisdictions have a rule or recommendation to allow shareholder to ask questions to the external auditor (Table A A.6). Nineteen jurisdictions have a provision in law, one in its listing rules (Singapore) and eight have a code recommendation (Hong Kong (China), Hungary, India, Malaysia, the Netherlands, Slovak Republic, South Africa and the United Kingdom). In Hong Kong (China), for instance, the Code recommends that a company’s management ensures that the external auditor attends the annual general meeting to answer questions about the conduct of the audit, the preparation and content of the auditors’ report, the accounting policies and auditor independence.8 In Malaysia, the Code specifies attendance by the chair of the audit, nominating, risk management and other committees to provide meaningful responses to questions addressed to them. In the United Kingdom, the Corporate Governance Code recommends the audit committee chair to be present at the shareholder meeting to answer questions on the separate section of the annual report describing the audit committee’s activities and matters within the scope of its responsibilities. In Türkiye, the Corporate Governance Communiqué requires that, along with board members, external auditors must also attend the general meeting to provide information and answer questions on critical agenda items.
The other 22 jurisdictions do not have a specific framework for this practice. In Sweden, there is no right to engage with the auditor during the meeting but directors can pass information to the auditor when requested by shareholders two weeks after the meeting. The auditor shall then submit a written statement to the board of directors within two weeks. The statement shall state whether, in the auditor’s opinion, the information should have led to any change in the auditor’s report. The board shall then make the opinion of the auditor available to the shareholders and send a copy to the shareholder who requested it.
The right of shareholders to propose the addition of resolutions as items to the agenda before AGMs for discussion or the right to propose new resolutions during meetings are becoming more frequent but are also being questioned by some companies as shareholder proposals widen the scope of discussions. Shareholder proposals are being increasingly used to discuss and vote on company’s ESG policies and the use of artificial intelligence (AI) in company operations and boards’ oversight of AI use (Mishra, 2024[31]) (Cavé and O’Brien, 2024[32]).
2.7.1. Recent developments
Shareholder proposals have been growing year by year and increasingly focus on ESG, anti-ESG and AI topics.9 Shareholder resolutions are more common in some countries, such as in Canada, Japan, and the United States (GlassLewis, 2018[33]). In the United States, during 2024, proposals increased by 4% - the highest increase since 2015. As noted in the South Africa case study, challenges with shareholder resolutions have been common in the country.
ESG-related proposals on climate change were among the most common topics for shareholder proposals in 2023 and 2024. The number of anti-ESG proposals also surged in 2024 but received less support (Welsh, 2024[34]; ISS, 2024[6]). Canada experienced a jump in shareholder proposals making it to a vote in 2024 in a large spectrum of companies. (ISS, 2024[6]). Japan experienced a peak in shareholder proposals in 2023, with almost 400 – an increase of more than 30% compared to 2022 and 60% compared to 2021. These proposals involved 90 publicly traded companies, 8 of which received ESG-related shareholder proposals (White&Case, 2023[35]). Proposals increased further in 2024, with more sophisticated proposals that attracted growing support (ISS, 2024[36]; ClientEarth, 2024[37]). Shareholder proposals on environmental and social issues also became more common across European markets, with some institutional investors and activist groups notably filing the same shareholder proposal at consecutive AGMs (Georgeson, 2023[8]). There has also been a surge in AI-related shareholder proposals, particularly in the United States, with over 20 proposals in 2024 (Cavé, O’Brien and Hearon, 2024[38]).
The rise in shareholder proposals on climate issues, anti-ESG topics, and AI governance and oversight (Freshfields, 2024[39]; NBIM, 2023[40]) reflects an expanding range of shareholder interests and has also raised issues on the limits of managerial discretion in determining what topics shareholders can decide upon. The issue of shareholder activism on ESG matters is also linked to company concerns about in-person disruptions when shareholder meetings have been used to express broader ideas on social and environmental policies.
Some companies have argued that shareholder proposals can be disruptive when investors (which they claim are activists with minimal shareholdings trying to advance their agenda) abuse the legal framework to put forward items on the agenda related to day-to-day business management or to advance a certain political agenda. Some investors on the other hand have claimed that companies undermine their rights by resisting the consideration of certain shareholder proposals (Posner, 2024[41]).10 In a case in France, a shareholder resolution was opposed by the board. As a result, a coalition of investors, including international institutional investors, representing 0.9% of the company share capital, filed a lawsuit claiming that the refusal of the shareholder-proposed resolution by the company undermined shareholder democracy. The French court (Nanterre Commercial Court), however, upheld the company’s decision, considering that it was legitimate (LesEchos, 2024[42]).11 In Canada, courts have also expressed themselves on companies’ rights to reject the inclusion of shareholder proposals (Osler, 2022[43]).12 In South Africa, shareholders’ right to file climate risk-related resolutions is also being actively discussed by companies and investors – as noted in the case study. Some companies have refused to table shareholder-proposed resolutions on content-based grounds. However, shareholders argue that when there are disagreements over the validity of a resolution, those should be aired at the AGM and put to a vote. Alternatively, directors should go to court to seek an order blocking the resolutions, rather than unilaterally reject proposals. A complaint was filed with the South African Companies and Intellectual Property Commission (CIPC) for the refusal to include shareholder proposals in both 2023 and 2024 AGMs.13
Furthermore, the dichotomy between pro- and anti-ESG proposals has raised concerns that AGMs may become increasingly polarised (Georgeson, 2023[8]). Such concerns have brought the framework for shareholder proposals before and during meetings under increased scrutiny, as determining which shareholders have standing to request a proposal, whether there are content limitations to shareholder proposals, and the grounds companies have to reject shareholder proposals may frame future discussions in AGMs (Putcha, 2024[44]).
2.7.2. Shareholder proposals prior to shareholder meetings
The OECD Factbook includes data on the conditions, ownership thresholds and deadlines for exercising the right to request an extraordinary meeting. This right is generally granted, with different deadlines and specific ownership thresholds which vary from as low as 1% to a maximum of 25% (Table A A.7). In many jurisdictions the ownership thresholds for adding an item to a meeting’s agenda is lower than to for calling an extraordinary meeting. More than a third of jurisdictions either had no or a low threshold in the range of 0.1 to 2.5% for the addition of items to the agenda (Table A A.7). In 2024, China passed amendments to its Company Law further lowering the threshold to submit proposals from 3% to 1% and repealing the minimum time for holding shares.
In nearly all jurisdictions, the company must accept and publish the request to add a shareholder proposal to the agenda. With few exceptions, applicable frameworks do not specify the grounds for companies to refuse the inclusion of shareholder proposals (Table A A.7). In the United States, however, the proposal can be excluded based on certain additional criteria. In recent years, companies have increasingly sought “no action” letters from the Securities and Exchange Commission (SEC) to exclude shareholder proposals, with a high success rate of nearly 70% in 2024 and above 50% in 2023 (Ising, 2024[45]).14 In Canada, there are also limited grounds for companies to prevent the inclusion of a shareholder proposal; they include requests that are not relevant to the business affairs, proposals related to a personal claim, proposals similar to previous ones failing in the past five years, or abuse of proposal rules. The Netherlands case study illustrates a unique approach to dealing with shareholder proposal requests, with two protective instruments: the response time and statutory reflection period. These measures allow companies to avoid bringing shareholder proposals directly to discussion or vote during AGMs.
2.7.3. New resolutions during shareholder meetings
The right to propose resolutions during a meeting, when granted, is the same for different meeting formats, and participation remotely rather than in person does not seem to impact it. Submitting resolutions during AGMs may be seen as unfair to or contrary to well-functioning shareholder rights, as it does not provide the opportunity for shareholders who may be voting by proxy to give fully informed consideration and deliberate on their vote in advance. This may explain why in nine countries (Argentina, Denmark, Indonesia, Lithuania, the Netherlands, Norway, Poland, the Slovak Republic and Türkiye) the right to propose new resolutions during a meeting is subject to the 100% agreement of the share capital (Table A A.7). In Lithuania, the applicable provision prohibits the adoption of decisions on matters that are not on the agenda, unless all shareholders are present and none of them has voted in advance in writing. Having full shareholder agreement and all shareholders present with no advance voting in writing may restrict, in practice, the possibility to submit new resolutions during AGMs. On the other hand, it may help ensure that all shareholders are fully informed and engage on decisions to be made.
Several jurisdictions do not impose a stringent framework for submitting new proposals during meetings. In Sweden, new resolutions during meetings are allowed on any topic and without a share ownership threshold. Other jurisdictions that recognise this right set a lower ownership threshold or none at all. Eight jurisdictions, including Colombia, do not have a share ownership threshold. However, in Colombia, the framework differs between ordinary and extraordinary general meetings. For the former, the general meeting can discuss topics not listed on the agenda if proposed by the directors or any member of the board with no ownership threshold; for extraordinary meetings, topics not on the agenda should not be addressed unless 70% of the shares agree to do so after completing discussion of issues on the agenda. Estonia sets a 20% shareholding threshold to exercise this right during a meeting whereas Greece sets it at 5% (the same threshold for proposing items before the meeting).
In 28% of jurisdictions (14), to make sure that shareholders are informed and that those not present are not pre-empted of their rights, the framework limits the possibility of submitting new proposals to those related to the items on the agenda. In Hungary, resolutions must be linked to items on the agenda and proposed by shareholders holding at least 1% of the share capital. In Italy, the right to propose resolutions can be exercised by any shareholder (at least one share) only for items on the agenda.15 There are also 14 jurisdictions where new resolutions have no topic limitation and can address any new issues.
In other cases, the right to submit a new shareholder proposal during the AGM is not granted or only limited to very narrow circumstances. In France, this right is generally not recognised, with the exception of resolutions for removing a director from office. In Romania, this is generally not allowed except when the general meeting decides on the annual financial situation, in which case it can take a decision regarding the liability of the administrators or directors, even if this issue is not on the agenda. For this situation, the Romanian legal framework does not provide specific details or a threshold for shareholders. In Bulgaria, no items can be included on the agenda during the general meeting and no proposals for new resolutions can be made. However, shareholders can make proposals for decisions on every matter included in the agenda. In this case, the deadline for exercising this right is the end of the discussion and before voting. In Portugal, new resolutions during a meeting are not allowed as the subject of discussion cannot be modified after the agenda is disclosed, to preclude votes on issues that absent shareholders have not been informed of in advance.
Vote counting and vote confirmations are important issues for companies and shareholders. In addition, many markets still rely on manual voting processes (NBIM, 2020[14]; Denis, E. and D. Blume, 2021[13]). Once shareholders vote, a common issue is that they often do not get confirmation that their vote has been received and counted (Asset Servicing Times, 2020[46]; Institutional Investor, 2023[47]). Moreover, in case of proxy voting, there might be situations that make remote voting processes more complicated, such as primary and secondary proxy nominations, and attendance of eligible members after appointing a proxy (UK Engage, 2020[48]).
The OECD Factbook provides information on whether a formal procedure for vote counting is required and the framework for disclosure of voting results for each agenda item. A growing majority of jurisdictions (39 out of 52 as of end of 2024) require listed companies to publish voting results promptly (within five days) after the general meeting, and to prescribe a formal procedure for vote counting (Table A A.8). Disclosure of the outcome of voting decisions for each agenda item remains required in all jurisdictions except New Zealand. In all but one jurisdiction, the legal framework requires that companies disclose the outcome as well as the number of votes expressed in favour of or against a decision and abstentions (Table A A.8).
Traditionally, the use of show of hands voting at some AGMs has led to a lack of transparency about overall voting results, but with the growth of electronic voting, most jurisdictions have moved to more comprehensive vote counting processes to ensure accurate counts of votes, including when meetings and voting take place in different formats. The designation of an independent party to count and audit voting results is a practice established by law in 28% of jurisdictions (14) and in listing rules in 6% (3), whereas it is not required or recommended in 66% of jurisdictions (33) (Table A A.9) (Figure 2.6).
Note: Based on 50 jurisdictions.
Source: OECD surveys. Table A A.9.
Public notaries often have a role in vote counting for AGMs. Although not regulated in many countries, as the case studies of the Netherlands and Türkiye demonstrate, notaries attend AGMs to provide certainty to vote counting procedures. This is also the practice in Chile, where no other measures for vote counting are in place. In Germany and Slovenia, the role of the notary is regulated by law. The notary must count the votes and receive reasonable assurance that shareholders’ rights will be safeguarded. In Italy, a notary is appointed for extraordinary shareholder meetings.
End-to-end confirmations of voting is required by law or listing rules in 40% of jurisdictions (18 by law, 2 in listing rules) and recommended in one (Indonesia) (Table A A.9). In Finland, the Companies Act stipulates that anyone who has voted at the general meeting via electronic means shall be provided with an electronic confirmation upon receipt of the vote. Within three months following the general meeting, a shareholder shall be provided, upon request, with a confirmation that their vote has been registered and counted at the general meeting.
Other practices intended to support accurate vote counting are also common. For example, the use of a scrutineer is adopted in a handful of jurisdictions. In Australia, shareholders may request the company to appoint a scrutineer and the listing rules allow the ASX to appoint one. In Bulgaria, vote counting is performed by a scrutineer elected by the general meeting. The scrutineer has the responsibility of ascertaining that meeting minutes correctly reflect votes recorded. In Brazil, a bookkeeping agent (escriturador) and the custodian must maintain, at least for five years, or longer if expressly determined by the securities regulator (CVM), the remote voting filling instructions or the forms received. In Hong Kong (China), an issuer must appoint a scrutineer for vote-taking and state the identity of the scrutineer in the meeting notice.
In Malaysia, the listing rules require a scrutineer to be elected but also provide that they must refrain from taking on the role if interested in a resolution to be discussed at the general meeting. Similarly, in China, shareholders with a conflict of interest are not allowed to participate in the counting of voting results. In Lithuania, when the election of an inspector is not provided for in the articles of association, the general shareholder meeting shall elect a person responsible for ascertaining votes. In Estonia, if requested by shareholders owning at least 10% of voting rights, meeting minutes including voting results shall be verified by a sworn auditor attending the meeting. In the United Kingdom, the Companies Act also allows shareholders representing at least 5% or not less than 100 shareholders to require directors to obtain an independent report on a poll. In Israel, the electronic voting system, managed by the Israel Securities Authority, has its results counted by the system and delivered to the company as a closed file.
Sixteen jurisdictions have no measure to deal with this issue (Table A A.9), although specific vote counting procedures may be governed by corporate bylaws and meeting rules, such as in Canada. In the United States, state law in which the company is organised may require the company to appoint an election inspector to, among other things, count all votes and ballots.
The majority of jurisdictions include in their framework some measures to manage risks arising from remote participation in meetings. However, 40% (20 jurisdictions) do not provide or recommend any such measure. When legal provisions or recommendations deal with the issue of digital risks, measures vary and the majority adopt a general approach without providing detailed measures (Table A A.9).
A minority of jurisdictions provide clear specifications as to the risks they aim to prevent and address. Generally, remote participation may entail companies processing different personal data (such as the IP address or a username and access code) and addressing these risks may facilitate shareholder participation as well as reduce the risk of disruptions to remote access.
The main measures, as in Bulgaria and Denmark, concern the identification of shareholders and the security of the connection used. In the Slovak Republic, the law specifies the need to use a qualified electronic signature for participation. In Ireland, companies are responsible for ensuring “as far as practicable” that the electronic means used provide for the security of any electronic communication by the shareholder; minimising the risk of data corruption and unauthorised access; and providing certainty as to the source of the electronic communication.
Hong Kong (China) provides detailed guidance indicating the importance of addressing security and authentication issues. The guidance recommends that companies consider implementing necessary security measures to ensure that no unauthorised persons are allowed to attend the meeting, and that shareholders with the right to attend are not excluded. The Hong Kong (China) Guidance Note issued by the Companies Registry also lists what can be considered as secure methods of authentication, such as SMS and e-mail authentication, by sending a one-time unique personal identification number to a shareholder’s phone number or e-mail address. However, the guidance also notes that registration and authentication processes should be simple so as not to become a barrier to attendance for shareholders. Further, in case of confidential and sensitive information, shareholders should be reminded to join the meeting from a secure location without accessibility by third parties.16 In Singapore, amongst other measures, dedicating adequate staffing resources with the necessary technical knowledge and capacity to provide technical support during the meeting is also encouraged.
2.9.1. Shareholder protections in case of digital disruptions
More than half of the jurisdictions surveyed (27) do not include any safeguard or measure to protect shareholders in case of failure to access the digital platform for the meeting or in case a digital disruption occurs during the AGM discussion (Table A A.9). In some jurisdictions, the management of the platform and successful running of a remote meeting are the board’s responsibility. This is the case, for example, in Chile, where the board bears responsibility for correctly implementing remote participation and voting systems.
Other jurisdictions consider it a shareholder’s responsibility to choose whether to attend the AGM remotely or in person. In certain cases, allowing remote participation is subject to shareholder agreement to amend the company articles of association. Scheduling a test prior to the AGM to check connectivity and system requirements is a company practice that can reduce risks of digital disruptions. This measure is not required or recommended by any jurisdiction, but may become a more common (Rutgers Center for Corporate Law and Governance; Council of Institutional Investors Society for Corporate Governance, 2020[5]).
In another smaller set of countries, including Indonesia and Türkiye, the platform is managed and run by an agency which is responsible for its smooth and effective functioning, and not the company or shareholders. As discussed in the case study on Türkiye, companies and investors see this as ensuring a level playing field by guaranteeing the same conditions to all companies and ensuring there is a technical team responsible for dealing with possible disruptions.
In a few jurisdictions, the law specifies that a meeting may be postponed in case of substantial technical disruptions. Finland’s Companies Act, for example, provides for instances in which the meeting would be suspended due to a technical malfunction that can affect the validity of decisions taken. In these cases, the chair of the general meeting may decide to postpone the meeting and schedule a continuation or new meeting within four weeks. In Singapore, shareholders can request the court to invalidate a virtual or hybrid shareholder meeting if a technological disruption, malfunction, or outage has caused substantial injustice that cannot be remedied by a court order. In Luxembourg, the law specifies that effective participation of shareholders must be ensured without interruptions.
Germany follows a different approach. The law specifies that shareholders cannot contest resolutions because a digital disruption occurred unless they can prove that there has been intent and gross negligence in the conduct of the meeting. In Hong Kong (China), the Companies Registry’s Guidance Note envisions several measures to counteract potential disruptions, including (i) technical support for troubleshooting online and via a telephone number free of charge and (ii) contingency planning for technical issues.17 However, as for some other jurisdictions, if technical issues cannot be overcome or result in a number of shareholders being unable to participate, companies should consider adjourning the meeting until the issues are resolved.
Sixteen jurisdictions do not provide any framework with respect to both the management of digital risks and the protection of shareholders against digital disruptions (Table A A.9).
Minutes of shareholder meetings are a very important disclosure mechanism for both retail and institutional shareholders. Nearly 90% of jurisdictions (44) have a framework for disclosure of meeting minutes. Only six do not have one (China, Norway, Poland, Romania, the Slovak Republic and the United States) and only four have a code recommendation for it (Czech Republic, Hungary, the Netherlands and South Africa) (Table A A.9). In many jurisdictions, the meeting minutes must be filed with the regulator and/or stock exchange, in addition to being published on the company’s website.
Ireland does not provide details as to what information minutes need to be included. In Argentina, companies have five business days to publish the full text of meeting minutes. Other jurisdictions provide more detailed information as to what information must be included in the minutes. In Bulgaria, meeting minutes must include information on: the date, location, chair, secretary, vote scrutineers, attendees (including management, supervisory boards, and non-shareholders), key proposals, voting results, and any objections. Additional documents, such as the attendee list and those related to the meeting’s convening, must be attached. If a public notary attends at the request of a shareholder or board member, a protocol of findings is also included. The Italian framework provides for the disclosure of votes cast during the meeting by every single shareholder, in addition to summaries of discussions and questions among other items. Luxembourg also provides for the publication of voting results for each resolution. In Hong Kong (China), directors who attended shall also be specified in the minutes per the Exchange’s guidance on general meetings.18
In many jurisdictions, including Finland, the chair has the responsibility to ensure that minutes are taken during the meeting. In Chile, the minutes may omit an event that occurred during the meeting if it is related to the company’s business interests, but only with the unanimous consent of the meeting’s attendees. In France, the law specifies the obligation to include questions asked and responses provided in the minutes, and in Malaysia, it is recommended to include issues raised by shareholders and responses received. In Belgium and Switzerland, the law requires to also report any significant technical problems that arise during the general meeting, including with the remote connection.
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← 1. The S&P/TSX 60 Index is a stock market index of 60 large listed companies of the Toronto Stock Exchange.
← 2. These data have limited coverage to jurisdictions in which LUMI is active and therefore do not cover all jurisdictions included in this peer review. For instance, Türkiye is not part of these figures as AGMs are run through the e-GEM platform managed by the Central Securities Depository (MKK). It must be noted that LUMI’s data may provide higher percentages for virtual AGM operations than the overall global average (for which data have not been obtained).
← 3. In Hong Kong (China), the expectation for issuers to set a record date ascertaining entitlement to attend and vote a general meetings as set out in the Exchange’s guidance materials only (i.e. paragraph 3.8(i) of the Exchange’s Guide on Distribution of Dividends and Other Entitlements and paragraph 3.4(f) of the Exchange’s Guide on General Meetings, which do not form part of the Listing Rules and are not binding on issuers.
← 4. See Table 3.1 of (OECD, 2023[1]), with data as of end of 2022.
← 5. The circular should include: (a) the process used for identifying the individual and why the board believes the individual should be elected and the reasons why it considers the individual to be independent; (b) if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship, why the board believes the individual would still be able to devote sufficient time to the board; (c) the perspectives, skills and experience that the individual can bring to the board; and (d) how the individual contributes to diversity of the board.
← 6. The OECD Factbook already provides detailed information on the legal and regulatory framework for the threshold to request the addition of items to agenda, but does not cover to what extent the right to ask questions prior and during meetings is regulated.
← 7. Paragraph 6.10 of Companies Registry’s Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings.
← 8. Code provision F.2.2 of Corporate Governance Code under Appendix C1 of the Listing Rules for both physical and virtual/hybrid AGMs.
← 9. These resolutions, known as anti-ESG, although seemingly about regular governance practices such as appointing independent chairs, often carried underlying agendas against companies’ ESG initiatives, objecting to increasing attention to diversity, inclusion, or broader social benefit policies.
← 10. This refers to a case initiated in the United States by ExxonMobil against two investors Arjuna Capital LLC and Follow This, that had submitted a shareholder proposal to ask Exxon to accelerate its reduction of GHG emissions and improve disclosure of plans, targets and timelines for these reductions. Exxon claimed that the shareholder proposal does not relate to the company’s ordinary business based on the list of exceptions under SEC Rule 14a-8 and sought court intervention to omit the proposals in future shareholder meetings. The suit was dismissed.
← 11. Some shareholders of TotalEnergies submitted a resolution before the AGM to ask the board to split the roles of chair and CEO, held by the same person, claiming this could accelerate the company’s transition from fossil fuels and improve the company’s climate strategy (AXA, 2024[49]).
← 12. One such case is the one of the Superior Court of Québec in Fraser v. Canadian National Railway Company, 2022 QCCS 1138, in which the court developed a test to determine whether a company can refuse to include a shareholder proposal. In this case, it concluded that “The shareholders’ meeting is not an appropriate forum for discussing personal grievances or life in general” and “[…] attempts to gather public support for legislative changes is perfectly legitimate. However, the use of shareholder proposal process to that end is not appropriate particularly if, as in the present case, 2022 Proposals are being used to abuse the process in using it as a discovery tool.” (CanLII, 2022[50])
← 13. Complaint lodged with the Companies and Intellectual Property Commission in terms of Section 168 of the Companies Act 71 of 2008, as amended – Just Share.
← 14. In 2022, the SEC had also proposed amendments to SEC Rule 14a-8 to narrow down the list of exceptions for companies to exclude shareholders’ proposals. The revised rule would increase the number of shareholder proposals discussed and voted on during AGMs.
← 15. For closed door meetings, however, that were initially made possible during pandemic and can currently be provided for in bylaws by companies, such right can only be exercised 15 days before the meeting to allow shareholders to cast their vote on resolutions.
← 16. Paragraphs 6.1 to 6.5 of Companies Registry’s Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings and paragraph 3.6 of the Exchange’s Guide on General Meetings
← 17. Paragraphs 6.18 to 6.20 of Companies Registry’s Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings.
← 18. Paragraph 9.1(h) of the Exchange’s Guide on General Meetings.