Greenberg Traurig Seminar, November 1, 2007

A Report on the Greenberg Traurig Seminar

‘Shareholder Meetings: The Cornerstone of Corporate Governance? Or is it time to change the functioning of the formal general meetings of shareholders?'

This was the - rather charged and highly topical - subject of a seminar the Chamber organized in cooperation with Greenberg Traurig last November 1. There were over 100 registrants.

 

 Foto: H.E. Maria van der Hoeven

 

The seminar featured as opening speaker Her Excellency Maria van der Hoeven, Minister of Economic Affairs. MInister Van der Hoeven commented on the benefits that global competition forces in trade and fiinancial markets have on improving welfare in the Netherlands - noting in particular the need for openness and transparency of both businesses and shareholders. The Dutch government recently announced that parties holding more than 3% of a company's shares have to disclose their interests and their intentions. Also the government is preparing a law to make it possible for companies to identify each single shareholder. On the topic of this seminar, the Minister noted the importance of the AGM as cornerstone of the company and the need to consolidate shareholder interests with stakeholder interests.  

 

 Foto: Mr. Tjalling Tiemstra

 

Tjalling Tiemstra, CFO of Hagemeyer NV, outlined how to improve the AGM's effectiveness and create better representation. The AGM typically does not properly represent the underlying composition of shareholder's capital. Tiemstra's recommendations here include facilitation of proxy voting to better reflect shareholders as a whole and reduce the disproportionately large voting leverage of the smaller activist shareholdings. He also argued for minimum quorum requirements for some important AGM decisions and a register of shareholders to enable the company to identify all its shareholders.

 

 

Foto: Mr. Roel Gooskens

 

Roel Gooskens, Investment Analyst with Franklin Mutual Advisers, argued for separate shareholder meetings for large and small shareholders. Presently AGMs are too much of a circus with their free gifts and lunches - exactly the incentives that stimulate the small shareholder and discourage the larger shareholder who see their valuable time wasted on petty issues often raised by small activist shareholders. No trinkets, no lunch and an early morning start would discourage a good number of small shareholders.