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In this chapter, we explore the legal framework of AGMs in seven Member States (Austria, Belgium, Germany, France, Ireland, the Netherlands, and the United Kingdom) of shareholder decision-making rights. We find that, since only a small part of the decision-making rights is harmonized at the European level, there are numerous differences in shareholder rights among national laws. These decision-making rights are usually about the topics director (re-)elections, pay matters, share capital, amendments to articles of association, annual accounts, etc. To be able to conduct empirical research in the remaining chapters, we develop a categorization framework of 15 voting items.

In the previous chapters of this part, we considered voter turnout, ownership concentration and voting behaviour of shareholders. In this chapter, we take a closer look at the types of shareholders that are present in our data set. We define five different types of shareholders and evaluate their stakes. Afterwards, we consider outsider shareholder voting behaviour and find that, when only considering these shareholders, dissent rates are significantly higher. These findings imply that it may be desirable for continental European countries to consider a rule like UK Listing Rules 9.2.2AR to ER.

In this chapter, we explore the legal framework of AGMs of listed companies in Europe, which forms the foundation for the empirical analyses in the subsequent chapters. We consider the decision-making rights, information rights (including forum rights) and procedural rights of shareholders at the European level. As this chapter shows, only a small part of the legal framework of AGMs is harmonized at the European level and this harmonization mostly consists of procedural rights. The recently adopted amended Shareholder Rights Directive will introduce more material European rights such as a say on pay.

In this part of the book, we investigate the practical characteristics of AGMs in an extensive empirical analysis. For this, we consider the turnout rates of AGMs of seven European Member States between 2010 and 2014 in this chapter. We show that, although there are large differences in total and small shareholder turnout rates among Member States, there is an overall increasing trend in the 2010–2014 period. In contrast to what economic theory predicts, a substantial and increasing part of small shareholders actually participate in AGMs.

This chapter investigates which factors contribute to (small) shareholder attendance using a hand-collected panel data set with information about turnout rates, voting behaviour and ownership structures of companies that are listed in seven Member States. We document how ownership concentration positively affects total shareholder turnout, but has a negative effect on small shareholder turnout. Voting power also affects small shareholder turnout rates; the greater small shareholder voting power, the greater their eagerness to vote. In addition, total and small shareholder turnout is higher the more important the meeting agenda. And, small shareholders tend to free-ride on large institutional shareholders and corporate insiders, but the magnitude of the free-rider effect is larger for the latter category of blockholders. Our results provide some important insights for the debate on shareholder rights and the role of the AGM in corporate governance. The results show that, despite the criticism, the AGM still plays an important role in small shareholder monitoring. Some topics seem to clearly motivate small shareholders to attend, while others are less relevant. Policy makers can stimulate shareholder monitoring by focusing on the factors that are determined in this study, but it is important to consider possible endogeneity issues as well.