American politics has become sharply polarized. Partisan deadlock has prevented the addressing of critical public policy issues. A prime example is Congress’s inability to pass campaign finance legislation. Corporations spend unlimited amounts of company funds to promote management’s preferred candidates without disclosure. The distortive effects of large unaccountable corporate political expenditures are evident, and the opportunity for corrupting our politics is clear. In addition, large undisclosed corporate contributions pose a threat to a well-functioning marketplace and democracy. This chapter addresses the challenge of addressing corporate political spending through the informal, non-state suasion and advocacy of the nonprofit Center for Political Accountability. CPA is a case study in successful private ordering, prompting S&P 500 companies to disclose corporate political spending; develop policies that will ensure good compliance and governance; adopt codes of conduct to reflect and inspire pro-accountability behavior; and successfully compete with other firms for best disclosure and accountability practices.

This chapter analyses the ownership of Swiss corporations in the last decades. A main finding is that in listed companies, there has been a substantial decrease of the fraction of ownership by the top three shareholders. For example, for the listed companies ranked 21 to 100, the median stake of the three largest shareholders dropped from 42.5% in 2008 to 36.6% in 2018. More generally, the concentration of the disclosed shareholders has decreased. Non-domestic investors hold large stakes in companies listed in Switzerland and have become more important in the largest, most mature companies – not only have their share ownership significantly increased, but they are also more active in exercising their voting rights and in engaging with companies. We also provide some evidence, drawing on a series of surveys of market participants, that these developments, especially the presence and increasing activity of non-domestic investors, have direct implications on the governance practice of companies listed in Switzerland.

In our paper, we survey the corporate landscape regarding shareholder engagement in Germany. We identify two main factors that constrain the possibilities of shareholders to engage in their company’s business decisions. The first factor concerns the legal design of the Aktiengesellschaft (AG) and in particular its two-tier board structure. A second factor concerns restrictions of shareholders’ involvement in the management of companies, especially when employees have a say in business affairs, due to the German co-determination rules. Empirically, shareholder opposition against management decisions plays a traditionally minor role. However, recent events like the dismissal of the managements’ discharge by the shareholders of Bayer in 2019 raise the question whether a new period of ‘shareholder activism’ is just about to begin. Recent developments rooting in the COVID-19-pandemic may well contribute to that transformation.

Legal means of shareholder engagement in Australia vary considerably, ranging from reliance on shareholder rights conferred under the Corporations Act 2001 (Cth) to reliance on class actions seeking the collective enforcement of legal rights arising from corporate conduct. This chapter offers an introduction to Australia’s corporate governance framework in the context of corporate decision making and the exercise of shareholders voting rights. The balance of power between shareholders and the board of directors, and its legal impact on shareholder engagement, is highlighted. Insights are provided into the legal means of shareholder engagement in Australia and the manner in which votes are exercised. There is growing evidence of shareholder apathy and the dominance of institutional investors and proxy advisors. The chapter charts the recent trend towards active shareholder engagement on ESG and human rights issues at Annual General Meetings, notwithstanding the limited opportunities to propose advisory or non-binding resolutions at meetings.

The chapter lays a roadmap for the Handbook on Shareholder Engagement and Voting. It defines shareholder engagement as shareholders’ involvement with their investee companies, using their shareholder rights and powers, both formal and informal (such as voting rights), to influence corporate affairs inside and outside general meetings of shareholders. The chapter further discusses the Handbook’s overall methodological considerations, that is, a sophisticated functionalist approach, with a combined use of doctrinal and empirical methods. The chapter proceeds to elaborate on the framework of research questions that guide the Handbook’s chapter contributions on 19 jurisdictions around the globe. The framework comprises three groups of questions: general jurisdictional features, legal means of shareholder voting and engagement, as well as shareholder voting and engagement in practice. The chapter concludes with a brief outline of the Handbook’s structure.

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 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’.

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.

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.

Regulators and commentators around the world are increasingly demanding that institutional investors engage in stewardship with respect to their portfolio companies. Further, the demand for stewardship has broadened from an expectation that investors engage to reduce agency costs and promote economic value to a call for investors to demand that companies serve a broader range of societal interests and objectives. This chapter considers calls for stewardship in the context of the U.S. capital markets specifically as applied to index funds. It argues that, irrespective of the merits of institutional stewardship generally, the structure of index funds and the business environment in which they operate limit their ability to engage in effective stewardship. Although index fund sponsors have had a powerful influence on their portfolio companies, well-intentioned calls for them to play a more significant role and, in particular, claims that they should incorporate non-economic objectives more broadly into their engagement strategy, are in tension with the valuable role that index funds serve in the U.S. markets by providing a low-cost diversified investment option for an increasing segment of ordinary citizens. The chapter concludes by considering the possibility of using pass-through voting to enhance the stewardship potential of index funds.

Corporate stewardship holds great promise for improving shareholder engagement and encouraging more responsible, long-term-oriented value creation. Many countries have now adopted a best practice code for the stewardship role of institutional investors and asset managers, but Germany has so far refused to follow the trend. This chapter explores the reasons for this reluctance, and whether adopting a Stewardship Code would make sense in the current regulatory framework. Despite the increased presence of shareholder engagement (and even activism), there are several possible reasons why lawmakers have refused to adopt a stewardship code. The author argues that the main political reason is the limited geographical reach of such a code, which would primarily apply to the (limited) domestic fund industry and would be unable to prescribe any meaningful principles to foreign-based asset managers. Still, adopting a code in the German context may make sense, for example to define expectations and clarify investee companiesʼ obligations. Most importantly, it would benefit domestic investors that are typically ‘home biased’ and thus frequently disproportionately invested in domestic funds.

In 2016 the Danish Committee on Corporate Governance adopted a Stewardship Code that was heavily inspired by the UK Stewardship Code. The Code consisted of seven stewardship principles that aimed to promote Danish listed companies’ long-term value creation and thereby contribute to maximizing long-term return for investors. In 2020 the Code was replaced by hard law as the revised Shareholder Rights Directive (SRD) was transposed in Danish law. The two frameworks share many similarities, which is why the observed institutional investor behaviour at AGMs during the regime of the Stewardship Code may give some indication as to what to expect in relation to engagement at AGMs under the new requirements based in hard law. The authors argue that new initiatives may be required as the implementation of SRD II may be insufficient to secure a strong stewardship regime in Denmark. In this respect, the authors discuss whether the Recommendations on Corporate Governance can serve as a catalyst for further and better engagement by institutional investors through establishment of a stronger interplay between the Recommendations and the hard law provisions on engagement.

Italy has a stewardship code, and institutional investors are on the rise, playing an increasingly active role in the governance of listed companies. Against this background, this chapter sheds fresh light on the distinctive features which make the Italian regulatory system unique in promoting active institutional ownership. A distinctive characteristic of the Italian corporate governance system is the so-called slate (or list) voting system, which enables minority shareholders to appoint at least one board member. Also, implementation of the Shareholders Rights Directive and, specifically, the record date system for participating in and voting at general meetings has contributed significantly in turning institutional investors into major players in the corporate governance arena. Moreover, the Investment Management Association, which represents most Italian and foreign asset managers operating in Italy (Assogestioni), plays a particularly effective role by publishing the Italian Stewardship Principles and promoting collective engagement initiatives aimed at facilitating the appointment of management and statutory auditor board members through the slate voting system.