Empowerment of minority shareholders has been a central theme of China’s corporate governance movements in the past two decades. Cumulative voting and the majority of the minority rule are exemplary of Chinese reformers’ efforts to strengthen shareholders’ rights to vote. Other shareholders’ rights, such as the right to call a meeting, the right to propose, and the right to information, are also in place and, at least in theory, enable public shareholders to engage the controlling shareholders of their investee companies. The practical effect of these legal rights needs to be evaluated in the context of China’s path-dependent conditions, notably the prevalence of concentrated share ownership, the relatively weaker presence of institutional investors, and the approach to allocating corporate power which centres on the shareholders meeting.

This chapter has reviewed the rights of shareholders to participate in corporate affairs and engage with companies in Hong Kong. With concentrated ownership, it is unlikely that shareholders can change or influence corporate decisions through voting or engagement. Retail and minority shareholders rarely vote in general meetings. The promulgation in March 2016 of the Principles of Responsible Ownership in Hong Kong raised awareness of shareholder participation amongst large institutional shareholders. Legal means of protecting minority shareholders can help institutional shareholders to leverage their weak voting position when demanding changes in controlled firms. However, resorting to legal means is not affordable to retail investors. Hence, facilitating the online voting of retail shareholders and encouraging participation by institutional shareholders might be the best directions for future shareholder engagement in Hong Kong.

As in many other countries, shareholders in French companies have only those powers that are conferred upon them or upon the general meeting. Nevertheless, the general meeting is vested with important rights: it is in charge of the election of the board of directors, has a say-on-pay and a say on related party agreements as well as a number of ‘fundamental decisions’ of the corporation. Shareholders make active use of their (voting) rights. In practice, shareholder participation remains relatively stable over time, with higher participating rates of shareholders with double voting rights and an increasing number of shares voted by mail. Most voting items are approved with a large majority of the votes, although those on remuneration, related party agreements and share issuances are sometimes heavily contested. Engaged shareholders make regularly use of shareholder proposals and shareholder questions. Further, every year, a number of French companies are confronted with activist shareholders who want to effect changes in the strategy or governance of the company, albeit with varying degrees of success. To meet their requests, an increasing numbers of companies are appointing a director with special responsibilities vis-à-vis shareholders.

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.