This chapter addresses the voting and other engagement practices in the 19 jurisdictions in this Handbook on Shareholder Engagement and Voting. First, it is shown that shareholder participation in AGMs differs significantly between countries, which is related to differences in ownership structures, ownership concentration, the powers of the general meeting of shareholders and the other means shareholders have for voicing their interests. Similarly, the powers of the general meeting of shareholders differ substantially between the different countries. Common shareholder voting items are relatively few but include some kind of vote on board nominees and some say over pay although in some countries compensation is an exclusive business of the board of directors. Shareholder proposals seem to be more common in common law countries where it is relatively easy to table a proposal. Questioning the board at general meetings is a widespread practice of especially small shareholders, contrary to many other shareholder engagement techniques commonly used by (institutional) investors. The wide diversity of engagement practices shows that an optimal and efficient division of powers between shareholders and board has not yet been found.

The Korean government has been reinforcing laws and regulations to improve transparency in the investment structures of large business groups as well as their corporate management, in an effort to strengthen shareholders’ rights in individual companies. In this changing landscape of regulatory environment and capital market, the notion of maintaining effective communication and constructive relationships with domestic and foreign shareholders, including institutional and private investors in the capital market, is gaining importance. Shareholder engagement has gained traction in Korea. Institutional investors have become more active, and listed companies have started to proactively adopt shareholder-friendly policies, seeking to improve corporate governance. The Korea Stewardship Code seems to have played an important part. Institutional investors adopting the Code have demonstrated greater willingness to communicate and engage with their investee companies and to bring about changes in corporate governance. This has in turn helped to enhance shareholder value, as some empirical evidence suggests.

This chapter focuses on shareholder voting and engagement of Singapore-incorporated companies and companies that are listed on Singapore Exchange. It explains the relationship between directors and shareholders, the formal and informal means of shareholder engagement, and shareholder rights relating to voting, asking questions and receiving information. Quite apart from the ‘law in the books’, the practice of shareholder engagement is illustrated with contentious and challenging examples, including related-party transactions, the delisting of proposals amounting to the expropriation of minority shareholders, dual-class structures and ‘say on pay’.

The Chapter conceptualizes an analytical framework that can be adopted as a basis for future comparative research on shareholder voting and engagement. The conceptual framework consists of three layers: voting laws, engagement tools, and the eco-system for voting and engagement. The Chapter proceeds to discuss the future role of the shareholders meeting. It suggests that the global reality of the shareholders meeting cannot be readily and categorically reduced to either one of the dichotomic stereotypes: the shareholders meeting as a pro forma or as an emanation of shareholder democracy. Rather, there should therefore be a dynamic approach to the shareholders meeting. The Chapter also discusses the Handbook’s implications for the discourse on shareholder voice and activism, highlighting both the promises and limitations of shareholder activism around the globe. The Chapter concludes with discussions of some avenues for future research in the fast growing field of comparative shareholder voting and engagement.

The chapter gives an overview of Norwegian Company Law and Governance Framework, also explaining the relationship to EU Company Law following from the EEA Agreement. The main corporate bodies are presented as well as their core responsibilities in the corporate decision-making processes. Facts and figures of ownership structure are presented, demonstrating that the government plays an important role as an investor. Core values like employee representation, gender equality and transparency in decision-making processes have also been integrated in legislation covering listed companies.The chapter presents main rules regarding the call for AGM/EGM and how the agenda is set. It is explained how shareholders have a relatively wide possibility to put issues at the agenda. Questions regarding issues to be voted on, voting procedures and majority requirements are addressed, as well as shareholders´ rights to information, shareholders use of proxy and proxy fights. Digital solutions for AGM/EGMs and how such solutions are reflected in legislation, are also presented.

Shareholder voting and engagement in the US have undergone substantial changes over the last 50 years. They have moved from being relatively sleepy issues to those that trigger insomnia in even the most hardened executives. The changes in the ownership structure of US publicly traded firms are probably the most important reason for the shift, but so too are rule changes that have facilitated greater shareholder activism. This chapter explores these developments while describing the rules of the road for shareholder voting in the US by focusing on Delaware jurisprudence and changes in US federal securities regulations. It also examines recent developments in shareholder activism and engagement, potential areas of voting and engagement going forward, and recent legal changes attempting to rein in activism to some extent. There are many moving parts in the shareholder voting apparatus in the US, and where things settle is likely to be a contests and perhaps uncertain matter.

All SAs (whether listed or not) have basically the same structure comprising a General Meeting, a Board of Directors (BoD), and auditors, whereas the GM is the supreme organ of a SA, tasked (explicitly or implicitly) with deciding on any matter related to the Company. The GM is called mainly by the BoD, minority shareholders or specific other authorized persons. The ownership structure of Greek listed companies is highly concentrated and a high number of listed companies are family owned. Although the Greek Company Act (GCA) provides for modern forms of GM based on electronic participation or remote voting methods as well as proxy voting, listed companies stick to the traditional methods without a real market for stewardship services. Under the one-share-one vote principle and the application of specific quorum and majority rules (with no general “Majority of Minority rule”) the controlling shareholders have a broad field of action, whereas minority shareholders are restricted to specific minority or individual shareholder rights. Under these circumstances, controversial resolutions, proxy fights and the need to access the Shareholders’ Register are a rather rare phenomenon. The introduction of shareholders’ associations has not altered the situation so far.

This chapter provides an overview of the main findings of the 19 jurisdictions that are studied in the Handbook on Shareholder Engagement and Voting. The chapter describes the different legal means available for shareholders to engage with their companies, and outlines both the procedural requirements for general meetings and the material shareholder rights in a comparative perspective. Partly due to global capital markets and the rise of institutional ownership, this chapter shows important similarities in shareholder control rights and convergence between jurisdictions. An important example of such convergence are say-on-pay rights: in virtually all jurisdictions, shareholders have some sort of say-on-pay to date. Yet, this chapter also shows that important differences remain, also marked by the large variety of advisory and binding say-on-pay rights. Clearly, the although the legal infrastructure is a very important factor for the practice of shareholder rights, domestic factors often play a major role, even in today’s globalized markets.

In Canadian corporate law, shareholders occupy a preferential role vis-à-vis other stakeholders. Shareholders are the only stakeholder with statutory rights, such as the right to elect and remove directors. Against this backdrop, this chapter examines the Canadian corporate governance landscape from the perspective of shareholders and examines the legal and market tools that shareholders have available to them. This chapter also explores the limitations and effectiveness of these mechanisms and considers various market actors who influence shareholder behaviour and can facilitate shareholder engagement. The chapter concludes with an analysis of three trends in shareholder engagement in Canada: (i) institutional investor engagement on issues at the core of ESG; (ii) the role of proxy advisory firms and the influence they wield over institutional shareholders; and (iii) the immediate  impact of COVID-19 on shareholder engagement.

Concentrated ownership, role played by promoters in companies and their cross shareholdings in group companies raise concerns about shareholder engagement and voting in Indian companies. The Companies Act, 2013 along with regulations of the Securities and Exchange Board of India is believed to have expanded the rights of shareholders. A pilot study for writing this chapter has been conducted to assess the shareholders engagement and voting pattern in Nifty 50 companies listed on National Stock Exchange, India. The Companies Act allocates powers to shareholders and company boards, but shareholders’ supremacy is reflected in general meetings of the company. The chapter has covered different types of shares ranging from simplest one share one vote to shares with differential voting rights and superior voting rights along with other rights of shareholders in general meetings. Impact on voting pattern during virtual meetings allowed during pandemic have also been observed in the chapter.

As one of the solutions to revive its economy that have suffered from stagnation of over two decades from 1991 onwards, the Japanese government has sought to change its stakeholder-oriented corporate governance system into more shareholder-oriented one and has implemented several reforms, including the adoption of the 2014 Japanese Stewardship Code and the 2015 Japanese Corporate Governance Code. As a consequence, shareholder engagement and voting have attracted considerable attention in the corporate governance scene in Japan in recent years. In particular, hedge fund activism and proxy fights are becoming more popular as the activists and the challenging shareholders expect that they would receive more support from domestic institutional investors than they had in the past.After describing the transition of the Japanese corporate governance system and the legal measures granted to shareholders, this chapter analyses the current state of the shareholder meeting and shareholder voting and engagement in Japan.

Under Danish law, the general meeting is omnipotent, meaning that it can decide on most issues, including issues that deal with day-to-day management of the company. Thus, in theory, shareholders are in a position to ensure that the general meeting decides most issues of concern to them, and the rules on calling a general meeting or proposing topics for the meeting agenda are also rather generous to shareholders. In practice, however, shareholders rarely call a meeting. Although they occasionally propose issues for the meeting agenda, those proposals are almost always voted down by a very high majority. Therefore, the potential for shareholder democracy and activism is not being exploited by shareholders in Denmark.It seems that in normal circumstances, a board will propose agenda items only when the law requires it to do so. We did find, however, that shareholders often ask questions and engage in debate at general meetings. We therefore conclude that shareholder democracy and activism are present in Denmark, although most likely it often takes place as interaction between the board and major shareholders before general meetings are held.

This chapter explores the change of paradigm related to corporate governance and shareholder engagement implementation in Indonesian public companies. With an overview of relevant Indonesian laws and regulations, this chapter further examines the development of General Meeting of Shareholders, voting, as well as other means of shareholder engagement in Indonesia including relevant adjustments during the COVID-19 pandemic. Questions concerning shareholder behaviour regarding share ownership and participation in company decision-making processes are answered through data analysis as well as empirical findings. The increasing number of individual shareholders in the Indonesian capital market scene brings about new direction on the practice of corporate governance and shareholder engagement, although the ownership structure in most companies remain concentrated and government higher power in state-owned enterprises still prevails.

This Chapter provides an extensive analysis of the regulatory framework for shareholder voting and engagement in Italy. Despite high levels of ownership concentration of publicly listed companies, institutional investors have grown into prominent players on the Italian corporate governance scene. In particular, the Italian practice of shareholder engagement shows that say-on-pay, related party transaction oversight and slate voting for director elections are all useful for policing institutional investors’ active ownership, but they have to mutually combine in order to be effective. First, say-on-pay is a tool complimentary to minority representation on the board of directors to foster institutional investor stewardship. Second, minority board representation ensured by slate voting can improve self-dealing oversight since ex ante independent scrutiny of related-party transactions is required. Moreover, at Italian listed companies, the presence of minority-elected directors has actually had a positive impact on the adequacy of internal procedures for addressing related-party transactions.