Shareholder Meetings and Corporate Governance

1. Key findings and outstanding policy issues

Abstract

This chapter provides a summary of the most common practices on general shareholder meetings and identifies lessons learnt and outstanding policy issues. It provides background on the scope and structure of the peer review and on the recommendations of the G20/OECD Principles of Corporate Governance on general shareholder meetings and related-shareholder rights. The policy considerations cover the evolution of legal frameworks concerning (i) formats of shareholder meetings; (ii) procedures for casting votes; (iii) processes for Q&As; (vi) attendance of meetings by board members and external auditors; (v) shareholder proposals; (vi) vote counting and vote confirmations; (vii) measures to deal with risks and disruptions in remote meetings; and (viii) content of meeting minutes.

1.1. Introduction

This peer review examines how evolving policies and practices for the preparation and conduct of general shareholder meetings in publicly traded companies may be impacting shareholder rights, engagement and equitable treatment, as set forth in the G20/OECD Principles of Corporate Governance (the G20/OECD Principles). It considers the need for frameworks for annual general meetings (AGMs) to balance multiple interests, including the effective exercise of shareholder rights, the flexibility of companies, and market transparency.

The findings summarised below aim to highlight important policy and regulatory issues as well as widespread practices of AGMs that are mostly left to companies’ discretion. The recommendations are intended for policy makers and all other AGM actors, in particular companies. Comparing and learning from the evolving policies and practices of peers can provide useful lessons. At the same time, in considering the findings of this peer review, policy makers and regulators should also consider the principles of proportionality and flexibility, taking due account of a jurisdiction’s ecosystem, including its capital markets and company ownership structure, as well as company-specific circumstances.

1.2. Scope

This peer review covers 50 jurisdictions with data as of end 2024.1 Five in-depth case studies of the Netherlands, Singapore, South Africa, Türkiye and the United Kingdom highlight different approaches to the conduct of general shareholder meetings of publicly traded companies, as well as circumstances specific to each country that may influence the characteristics of their framework. The peer review incorporates selected data from the OECD Corporate Governance Factbook 2023, with updates as of end of 2024 (OECD, 2023[1]).2

1.3. Structure

The review has seven chapters and one annex presenting the survey results. Chapter 1 presents summary conclusions from survey findings and identifies key policy issues and lessons learnt. Chapter 2 then provides a more detailed analysis of the survey responses of 50 jurisdictions and describes main trends and findings. Chapters 3-7 are case studies of the Netherlands, Singapore, South Africa, Türkiye and the United Kingdom. These chapters provide an in-depth analysis of and key takeaways from the policies and practices of each country. The case studies are informed by interviews with relevant policy makers and regulators who play a role in the regulation and enforcement of the framework for general shareholder meetings, listed companies, investor associations and other stakeholders in all five countries.3 The annex presents nine data tables compiling information from survey responses and from the OECD Factbook.

1.4. The recommendations of the G20/OECD Principles on policies and practices for general shareholder meetings

The G20/OECD Principles recognise general shareholder meetings as a key component of the corporate governance framework necessary to ensure the equitable treatment of shareholders and their ability to exercise their rights and key ownership functions. General shareholder meetings should provide all shareholders with an opportunity to question the board, directly engage with management, hear the views of other shareholders, and seek further information in relation to the company and the proposals submitted to shareholders for their votes. The right to vote is essential to uphold good governance, but general shareholder meetings are equally important as the focal point for providing information to shareholders that may inform their investment and voting decisions. They may also provide insights into board decision-making on company strategy, the culture of the board, and in some cases the views of others attending the meeting (Denis, E. and D. Blume, 2021[2]). Principle II.C. of the G20/OECD Principles recommends that “Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings, and should be informed of the rules, including voting procedures, that govern general shareholder meetings.” Sub-Principles II.C.1. through II.C.7. set out more detailed recommendations of the necessary elements for this to take place, including in relation to access to information, process, format and procedures; possibilities for remote participation in terms of both intervening and voting at meetings; opportunities to ask questions to the board and to propose items for the agenda or resolutions for consideration; and some key matters related to voting, including removal of barriers to cross-border voting.

An additional angle of this peer review is to consider to what extent good practices for annual general shareholder meetings may contribute to the recommendation of Principle III.A., which states that “The corporate governance framework should facilitate and support institutional investors’ engagement with their investee companies.” With this in mind, the five case studies were informed by interviews of policy and regulatory officials and market participants (companies, shareholders, stock exchanges, proxy advisors, AGM and platform service providers, among others) to understand what they consider to be indicators of success for the conduct of general shareholder meetings.

The rise in the use of virtual and hybrid meeting formats and the rapid evolution of digital technologies has prompted renewed consideration of what may be considered good practices, and whether regulatory frameworks and guidance need to evolve in terms of processes, procedures and transparency, to ensure that all shareholders have the opportunity to participate effectively and vote, as called for in the G20/OECD Principles.

In addition to ensuring the rights and equitable treatment of shareholders, another important consideration is how AGM frameworks impact access to finance from capital markets. Recent initiatives to amend laws and regulations to allow for different meeting formats led to considerable debate as to how such changes may affect not only shareholders’ opportunities to participate and vote in meetings, but also companies’ costs and ability to effectively engage with shareholders in decision-making processes. What constitutes good practice may depend on the priority or value one gives to different elements of an effective shareholder meeting, including the costs to shareholders of obtaining information and voting; the costs to companies of preparing and conducting meetings; and the value and time given to allowing shareholders to express their views and ask questions.

1.5. Coherent and up to date frameworks for different AGM formats

AGM frameworks have considerably evolved in recent years and continue adapting to take account of new company practices. With shareholders investing globally, new technologies and tools provide promising solutions to reduce barriers to shareholder attendance in meetings. However, these solutions should not come at the expense of effective opportunities for participation and engagement of shareholders, as recommended in sub-Principle II.C.3. of the G20/OECD Principles.

Globally, the use of both hybrid and virtual meetings has become increasingly common and if the trend continues, they may become the most widely used formats. However, there are large differences between jurisdictions and regions. These differences depend on the legal and regulatory framework but are also influenced by a jurisdiction’s geography and overall ecosystem, company characteristics and ownership concentration, investor preferences, financial literacy as well as corporate traditions and practices. Therefore, when designing or updating their overall AGM frameworks, policy makers should favour a proportional approach that takes account of different company types and sizes, market characteristics and investor preferences. In this endeavour, leveraging the expertise of companies and private associations can also help in developing solid and predictable corporate practices.

Both AGM frameworks and company practices are evolving in a way that, regardless of a meeting format, shareholders are provided with more clarity and guidance to ensure equal opportunities for both participation and voting. Almost 60% of jurisdictions have adopted guidance on general shareholder meetings, covering aspects of remote participation. Jurisdictions that have issued guidance and specific recommendations to deal with the multiple aspects of AGMs across different settings report that it has proven to be beneficial, diminishing instances of uncertainty or threats to shareholder rights. While each jurisdiction has its own responsibilities for the development and content of such guidance, greater harmonisation between jurisdictions would be desirable to promote better functioning of the voting and intermediary chains.

For other issues, such as the amount of time or way of handling Q&As, good practices may vary, depending on each jurisdiction’s practices and the preferences of the investor and corporate communities. In some jurisdictions, issuers, investors, and other market participants may face challenges due to multiple provisions and guidance documents on AGMs from different sources, often covering overlapping aspects. Another concern is that with the rapid evolution of market practices and technologies, guidance can quickly become outdated. In developing or revising guidance, policy makers and regulators, with the support of private associations, should focus on creating a coherent framework to provide market participants with easily accessible and up to date guidance for the benefit of all market participants.

In several jurisdictions, 2023 and 2024 AGMs provided shareholders with the opportunity to vote on the inclusion of provisions in the articles of association for holding virtual and/or hybrid meetings. The main observation, supported by the interviews conducted for the case studies, is that shareholders are concerned when provisions give boards too much discretion in switching to a virtual setting. Shareholders have often rejected proposals to amend the articles of association unless clear conditions (e.g. only in cases of emergency or specific situations, or subject to certain protocols or rules of conduct) or time limits are established. Germany is the only country that has a maximum temporary limitation (5 years) to provisions for virtual meetings in the articles of association set by law after which shareholders are called to re-approve the provision. Nevertheless, German companies remain free to also set shorter timeframes and investors seem to prefer shorter two to three-year timeframes. There are useful lessons for policy makers and companies in the concerns raised during recent AGM seasons about providing more clarity and information to investors on the conditions and rationale for calling virtual-only AGMs.

The AGMs of some companies also became the venue for activists to protest and express social and environmental concerns inside and outside meeting rooms. These events have led to increased security procedures and costs for companies, and have also influenced some companies’ decision to switch to virtual meetings to avoid future incidents. To increase opportunities to hear the voice of other stakeholders, companies could organise separate stakeholder consultations or engage in dialogue with interested groups before AGMs. External guests could be invited to host thematic workshops or seminars outside meeting rooms, providing a platform to foster stakeholders’ engagement and better inform shareholders (ResponsibleInvestor, 2024[3]). Building supplementary channels to hear views from external parties outside AGMs may decrease unexpected disruptions, in addition to other safeguards discussed in this study, and improve the culture of companies.

1.6. A framework enabling shareholders to cast informed votes

Disclosure of procedures for attending, voting and regarding the of issues up for vote before general shareholder meetings is key to inform shareholder decision-making, regardless of the meeting format followed. The data collected show that a large majority of jurisdictions already require or encourage detailed disclosures for procedural as well as substantial aspects of AGMs (see Table A A.4 for specific information). There are different approaches as to what is considered sufficient disclosure of the venue of the meeting for virtual AGMs, which could be the virtual platform, a physical location or a URL for virtual meetings. Jurisdictions that do not require or recommend disclosure of some of the items included in Table A A.4 should consider closely monitoring company practices to determine how widespread these practices are and, consequently, whether more clarity in the framework would be warranted to better align with recommendations of the G20/OECD Principles.

Voting turnout can differ among jurisdictions and among companies, and may be influenced by different levels of company ownership concentration, characteristics of their investor base (domestic or foreign, passive or active institutional investors versus retail shareholders, large block holders or controlling owners, etc.), the existence of voting barriers as well as the broader ecosystem and preferences for shareholder meeting formats and attendance. The challenges for companies to have their shareholders cast votes and for investors who wish to vote but who may be impeded by procedural or other obstacles highlight the importance of robust and accessible voting systems for all investors, including retail and foreign shareholders. An important trend is the recent evolution of the shareholder base, with a new generation of younger shareholders, some of whom may be interested in companies’ environmental, social and governance (ESG) agendas and in asking questions and interacting with boards. In the United Kingdom and United States, Gen Z investors, aged between 18 and 25 years, represent half of the investor base (LUMI, n.d.[4]). Often these shareholders tend to invest not only domestically, but also across borders. This may lead to growing calls for policy makers to remove regulatory barriers and for companies, investors, and custodians to collaborate in overcoming practical obstacles to enhance shareholder engagement. New technologies and pass-through voting initiatives4 and their supporting platforms may be one way to eliminate barriers as well as further enlarge the shareholder base. Although the issue of electronic voting is addressed by the majority of jurisdictions, an important number do not have a framework in place.

Clear rules about who is allowed to vote (in the form of record dates) and by when are important. However, there is no global standard or consistency across jurisdictions in how record dates are set, applied, and disclosed to investors. Most jurisdictions establish record dates in law or regulations and the majority set it within a week of the AGM. To ease the participation of foreign investors in AGMs, policy makers should consider establishing greater convergence with respect to record dates. Furthermore, different regimes for disclosure of record dates to investors impact the trading of shares and voting rights. It follows that disclosure requirements are also a cornerstone of fair treatment of shareholders. Therefore, mechanisms for voting and participating, including record dates and other deadlines, should also be well-disclosed, easily accessible and known to the company’s shareholders sufficiently in advance.

Cut-off dates for shareholders to provide proxy voting instructions are often not set by law, but the framework or practice should favour setting such dates close to the meeting, so to allow more shareholders to cast votes and enable more informed decisions. Equally, meeting materials should be distributed by companies sufficiently in advance to enable informed shareholder decisions. This would not only facilitate a more effective and informed exercise of shareholders’ voting rights but could have positive effects on the entire proxy voting chain by giving more time for proxy advisor and shareholder analysis and research.

The case studies shed light on the importance of defining efficient communication channels with investors for the notification flow and meeting announcements. Electronic voting and participation require up-to-date contact information of shareholders, including electronic communication details, and regulations that facilitate electronic means of communication. In South Africa, some market participants consider these processes to be outdated due to a legal requirement that each shareholder needs to receive the notice individually. Shareholders need to opt-in to receive the notice electronically and e-mail addresses are often unknown, incorrect, or have changed. This results in reliance upon traditional postal services, for which deliveries can be further hindered by incomplete information on postal addresses. Such an issue can be solved, for example, by the use of automated meeting notices through interconnected platforms for companies and their AGMs, as described in the case study of Türkiye.

Chapter 2 also reveals that share blocking is still imposed in two jurisdictions and not clearly regulated in more than one-third. Record dates set as close as possible to shareholder meeting dates mitigate the issue of share blocking (as in Türkiye) and also prevent that shareholders who no longer own shares in the company vote on major decisions.

1.7. More clarity for posing and answering questions related to AGMs

Shareholder engagement through questions before and during general shareholder meetings is common across jurisdictions, with different approaches depending on the meeting format. Questions before AGMs are not always allowed but tend to be more commonly allowed or solicited for meetings with remote participation. A similar trend is observed for setting deadlines, which are more clearly stated when remote participation is involved. This greater level of precision for the conduct of remote meetings may stem from the concern raised by some institutional investors that shareholders have less opportunities for direct dialogue with the company’s management and board in remote settings; therefore the opportunity to submit written questions in advance is an additional safeguard.

Frameworks for dealing with questions received during AGMs are still rather opaque. In many jurisdictions, shareholders are not guaranteed the right to see all questions received during a meeting, and there is no duty for companies to respond to all questions during AGMs in more than half of jurisdictions, of which more than 60% do not require or encourage questions to be answered after the meeting. Singapore’s framework prioritises written questions before AGMs, but does not preclude questions during the meeting. There is therefore scope for jurisdictions to clarify or improve their frameworks, for example though specific guidance on these aspects, and/or for company practices to evolve in an effort to increase investors’ confidence.

The treatment of questions asked and/or submitted during shareholder meetings is generally not regulated, leaving broad discretion to companies. Not allowing shareholders to easily see all questions and thus benefit from other questions posed during AGMs can undermine transparency and the efficiency of meetings, in addition to leaving room for repetitive interventions. An example of a system that provides transparency of questions in real-time is South Africa, where text messages at hybrid meetings can be seen by all participants, are not moderated, and are usually read out by someone.

Furthermore, the lack of a framework guaranteeing the right to view questions posed in real-time during meetings in most jurisdictions may be a concern, especially when meeting minutes lack detail. Investors have often raised the issue that when minutes of meetings do not represent detailed summaries or transcripts, or when video recordings of the webcast are not made available, questions asked by shareholders may be omitted or mis-represented in the minutes. Providing full access to questions during meetings could also help avoid the impression of cherry picking of questions, enhancing transparency and promoting boards’ responsiveness.

Chairing of meetings is currently largely left to chairs’ discretion, with only a small number of jurisdictions dealing with the issue through rules or recommendations. For example, some provide guidance on allocating specific time blocks for shareholder interventions or clarifying when shareholder questions may be grouped or left unanswered. Moreover, chairs could be encouraged to explain how questions will be answered, whether they will be grouped or ensure that both in-person and online questions are fairly represented when setting the list of questions. However, when different settings for AGMs come into play, the implication for how frameworks and practices may need to be adapted to carry out the Q&As may take on added importance, potentially involving greater complexity, for example, with respect to how to treat online versus in-person participation. More transparency could be provided to shareholders on how chairs pick questions to be asked and what are the criteria for bundling or omitting them.

In 2023-24, AGM disruptions by activists were one of the major obstacles faced by some companies to continue conducting in-person and hybrid meetings. AGM management may appear easier through remote participation, as managers can better organise questions and more easily limit speaking time or written questions’ length. However, clear rules or guidance as well as a code of conduct may also help to minimise the negative effects of potential disruptions in in-person meetings, providing the chair with advice on how to take prompt action in such situations.

The Singapore case study offers a practical example of how jurisdictions can create non-binding guidance to assist meeting chairs. The guidance includes rules of etiquette applicable to shareholders and the chair.5 The way a meeting is chaired has direct implications on the Q&A section of the meeting and on shareholders’ ability to pose questions and engage with board members and management. Chairing guidelines or codes of conduct to guide both chair and shareholder behaviour may help to deal with difficult situations and also enhance transparency on what circumstances may require the chair to take action.

Regarding the format for answering shareholder questions, there seems to be no common approach across jurisdictions and more convergence in company practices may help increase investors’ confidence as to how and when questions posed are going to be treated and answered. The Italian framework for closed door AGMs allows shareholder questions only before AGMs, making it essential that time and format to receive answers are clear. As capital markets and investors are increasingly global in nature, substantial differences in practices adopted may impact investors’ choices.

1.8. Board members and external auditors’ attendance of AGMs

Shareholder meetings represent an opportunity to engage with boards, but most jurisdictions (64%) have no requirement or recommendation for all or most board members to attend. In some cases, such requirements are limited to only the chair or a portion of directors. A majority of jurisdictions, on the other hand, require or encourage external auditors to attend AGMs to respond to shareholders’ questions to them and/or the audit committee. This practice is positive, but 22 out of 50 jurisdictions still lack a specific framework, leaving it to companies’ discretion to implement. A key finding of the case studies is that many shareholders value exchanges with external auditors as well as the access to their presentations after meetings. This dialogue is expected to become even more significant as assurance of non-financial disclosure becomes a growing practice among jurisdictions.

1.9. Varied approaches for shareholder proposals prior to and during AGMs

The most common method for consideration of shareholder resolutions at AGMs is for their submission before the meeting. The frequency of shareholder proposals and the diversity of their topics testify to the growing visibility and potential influence of this right in a growing number of jurisdictions and sectors. The conditions for filing a shareholder proposal prior to the meeting are well established in most jurisdictions and are generally subject to minimum ownership thresholds, but there remains scope to better clarify in what cases companies may limit them.

Legal disputes initiated by companies in certain jurisdictions may curtail the extent to which shareholders are able to continue exercising this right. In others, for example in France and South Africa, as shown in the case study, investors may seek court intervention to review whether companies arbitrarily reject shareholder proposals. Frameworks may in some cases need to be clarified to specify under what conditions shareholders are allowed to make proposals on social and environmental issues, to minimise the risks of resolutions being rejected without grounds from meeting agendas. This issue has recently been highlighted by a committee of the French Senate, which recommended that the legal framework be clarified to ensure that shareholder proposals on climate and similar issues can be submitted to shareholder meetings if in compliance with relevant legal requirements (Senat, 2024[5]).

In this context, new resolutions submitted during shareholder meetings provide an additional opportunity for shareholders to consider issues. There are very different approaches for the exercise of this right. In some cases, this right is recognised but almost impractical in publicly listed companies as it is subject to 100% agreement or the presence of all shareholders. In other jurisdictions, there are ownership threshold and content limitations which aim to limit the type of new proposals and avoid that they come as a surprise, bypassing shareholders who are not attending. As a way forward, less fragmentation on this right may provide more certainty to shareholders as well as more safeguards for shareholders who do not attend the meeting and may have already voted in advance. This is the reason why many jurisdictions limit the right to propose new resolutions during a meeting to topics already on the agenda or allow new resolutions only if pertaining to specific topics, such as financial statements or removal of board members from office, which may justify a discussion even if not originally included on the agenda. If new resolutions during an AGM are allowed by the framework, clear conditions and safeguards for shareholders that are not present should be considered.

1.10. More reliable procedures for vote confirmations

There is no uniform approach for vote counting across jurisdictions. In South Africa, the Central Securities Depository (CSD) offers a central e-voting platform, called Strate, to facilitate voting confirmation, although its use is not made mandatory by either the legal framework or Strate rules. In Türkiye, as hybrid meetings are mandatory for listed companies, the E-GEM platform is used to calculate both in-person and electronic votes to ensure certainty of the process. A third of jurisdictions have no framework requiring or recommending specific vote counting procedures or leave this process to the discretion of companies. Therefore, consideration should be given to ensuring that vote counting procedures and confirmations are available to all shareholders and available for all meeting formats and voting procedures. Revising procedures to count in-person and electronic votes the same way may smooth voting processes and enhance certainty. Using available technologies would help in this effort, as when companies are required to provide confirmation, they must do so rapidly.

1.11. More guidance for dealing with potential digital risks and disruptions

Specific measures to tackle digital security risks are established in 40% of jurisdictions. For the 60% without such provisions, this does not imply that companies do not do so autonomously, but growing reliance on technologies may call for more detailed guidance on the issue by jurisdictions or companies. Concerning digital disruptions during AGMs, the remedies shareholders may have vary greatly, depending on how the choice of remote attendance is treated in the jurisdiction. If facing the risk of digital disruption rather than attending in person is considered a shareholder choice, there are generally no remedies – as is the case in the Netherlands. Türkiye has a different approach and gives responsibility for the successful conduct of the AGM to the platform provider. Another approach, widely used in South Africa, is that the responsibility lies with companies and their boards. As power outages in the country are not uncommon, company precautions and backup plans are important. Carrying out connectivity tests prior to the AGM to make sure the platform is working for shareholders connected remotely may help to reduce risks during the AGM itself. Furthermore, in a few jurisdictions, shareholders who experience a disruption during remote meetings can go to court or request a new meeting to be called. As frameworks develop further, jurisdictions may consider providing additional guidance on such remedies.

1.12. More transparency about meeting discussions in minutes

Many shareholders attach great importance to meeting minutes and carefully review them. However, some jurisdictions still do not have a framework requiring minutes disclosure, meaning investors may not have access to this important source of information without any possibility of redress.

Shareholders from different jurisdictions interviewed for the case studies expressed interest not only in receiving minutes promptly, but also in having access to detailed minutes that give a true picture of the discussions during the AGM. This includes minutes that report any concerns or disagreements raised, without discretionary omissions by the company. Furthermore, disclosure of the votes cast by each shareholder (as required in Italy in the minutes of the AGM) is important to ensure transparency of voting results, ownership composition and shareholder voting behaviour. However, many jurisdictions only require the preparation of minutes and do not specify the information to be included or call for a general summary of the discussion and list of topics discussed. The South Africa case study, for example, discusses concerns raised by some investors that there is no duty to include Q&As in meeting minutes.

A solution proposed by shareholders to ensure better transparency and avoid discretionary interpretation of the discussions, would be to accompany meeting minutes with transcripts or a meeting’s webcast (when available). However, to date, although this is a practice already followed by some companies, no jurisdiction requires or recommends it, and some companies have opposed such requirements as unnecessarily prescriptive. Nevertheless, as jurisdictions develop or update their guidance, this could be an aspect to consider to foster transparency and enhance shareholder rights.

References

[6] Danielle Gurrieri and Chuck Callan (2024), Pass-Through Voting: Giving Individual Investors a Voice in Corporate Governance, https://corpgov.law.harvard.edu/2024/04/17/pass-through-voting-giving-individual-investors-a-voice-in-corporate-governance/.

[2] Denis, E. and D. Blume (2021), Using digital technologies to strengthen shareholder participation, https://goingdigital.oecd.org/data/notes/No9_ToolkitNote_ShareholdersTech.pdf.

[4] LUMI (n.d.), How to break down barriers to achieve shareholder democracy, https://www.lumiglobal.com/blog/how-to-break-down-barriers-to-achieve-shareholder-democracy.

[1] OECD (2023), OECD Corporate Governance Factbook 2023, OECD Publishing, Paris, https://doi.org/10.1787/6d912314-en.

[3] ResponsibleInvestor (2024), Are AGMs still functioning in 2024?, https://www.responsible-investor.com/are-agms-still-functioning-in-2024/.

[5] Senat (2024), TotalEnergies : une entreprise à nouveau stratégique pour garantir notre souveraineté énergétique durable - Rapport, https://www.senat.fr/rap/r23-692-1/r23-692-1.html.

Notes

← 1.  The jurisdictions are Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, Canada, Chile, the People’s Republic of China (China), Colombia, Costa Rica, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong (China), Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Korea, Latvia, Lithuania, Luxembourg, Malaysia, Mexico, the Netherlands, Norway, Peru, Poland, Portugal, Romania, Saudi Arabia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Türkiye, the United Kingdom, the United States.

← 2.  Data from the 2023 Factbook (dated end of 2022) have been updated with information as of end of 2024 and new data have been collected and added to the Factbook tables for Bulgaria, Croatia and Romania, which were not included in the 2023 edition of the Factbook. The tables with data from the Factbook cover 52 jurisdictions and include Iceland and New Zealand, which are not among the 50 jurisdictions covered by the new tables with data from the AGM questionnaire responses.

← 3.  Interviews with market participants in case study countries involved a selection of a cross-section of representatives, and their views should be understood as their own which may not necessarily capture the full diversity of perspectives across each market.

← 4.  Pass-through voting occurs when an asset manager allows a client to cast votes for the public companies shares that they own on the client’s behalf. For more details on how the process works, see (Danielle Gurrieri and Chuck Callan, 2024[6]).

← 5.  SIAS, SID, SGX, Guide on Best Practices for Shareholder Meetings of Listed Companies. More information in the Singapore case study is provided.