All AGM related info at your fingertips

On September 3rd 2020, the amended European Shareholders' Rights Directive (SRD II) and related implementation regulation went into force. The legislation establishes specific requirements that

• stimulate long term shareholder involvement with EU-listed companies to ensure that the decisions of shareholders take into account the companies’ long-term stability;
• make it easier for shareholders to exercise their voting shares in general meetings of shareholders. Banks that administer the shareholdings for their securities account holders play a central role in the implementation of the legislation. They are required to inform accountholders that own individual shares in EU-companies about their upcoming shareholders' meetings. They are also obliged to facilitate the use of the voting rights of their accountholders. AGMinfo supports both shareholders and banks in these processes:
• We provide shareholders with easy access to information about shareholders' meetings;
• We offer banks the possibility to receive from their accountholders, through a standardized STP (SRDII compliant) process, the registration- and voting instructions for shareholder meetings. This is easier and more cost-efficient than non STP processing of the same information. Furthermore AGMinfo can support banks in all other SRDII-related processes. This includes the transmission of their customers’ registration and voting instructions (and confirmations of entitlement) to EU-listed companies and the return confirmation to their customers that their votes have been validly recorded and counted by the listed company. If you are a financial intermediary and are interested to know more about our services, please fill in this contact document.

From a legal perspective an Annual General Meeting (AGM) of shareholders only impacts the governance of a company. The AGM allows shareholders to discuss and vote on company issues such as the selection of the company's board of directors and approving the company’s annual accounts. However, more and more listed companies take on vital roles in society. They have become “too big to fail”, they play a pivotal role in implementing non-discriminatory pay for workers and living wages in the third world , they must prevent money laundering etc. As a result, the long-term stability of these companies and therefor the proper functioning of their AGM’s, has increasingly become a matter of public interest.

But that is not all.

As part of its “New Green Deal” initiative, the EU-Commission is contemplating new legislation to promote sustainable corporate governance. This legislation aims to remove root causes in corporate governance regulations and practices that hinder the transition to an environmentally and socially sustainable economy. In this way the corporate sector becomes even more involved with public oriented tasks.

The company’s board and its shareholders will need to be vigilant that listed companies are fully compliant with this new legislation. Not just to meet all Environment, Sustainable and Governance (ESG) principles to which the company has committed itself, but also to safeguard a company’s commercial license to operate.

Our goal to enable all shareholders (large and small) to easily participate at Annual General Meetings (AGM) together with the increased impact of listed companies on society led to the establishment of AGMinfo on October 7th, 2014. Since then, AGMinfo’s website (www.agminfo.eu) has offered (prospective) shareholders and other stakeholders:

• easy access to all necessary AGM-related information
• at one central online location,
• for all the major EU-companies they have invested in,
• at any time.

In short: “All AGM-related information at your fingertips”. Subsequently AGMinfo’s central AGM-database has evolved into a Communication Platform. The platform can connect all parties that have a (direct or indirect) interest in the company or the outcome of shareholder meetings, i.e.:

• listed companies themselves
• investors
• financial intermediaries
• investor service-providers such as shareholder associations, asset managers, private wealth managers, financial newspapers, analysts etc.

AGMinfo is an independent, non-biased, ESG-driven organization. AGMinfo addresses the need for more shareholder engagement- and related need that shareholders can easily exercise their voting rights, first in the European marketplace and subsequently in other markets.

There are multiple reasons for participating in an Annual General Meeting, such as

• expressing your views: it does not matter how many shares you own. If shareholders use this right, AGM’s generate value to management. It is the easiest way to effectively communicate your views on certain issues to the company;
• making yourself heard: the AGM provides an opportunity to reach out to other shareholders;
• gaining knowledge: the AGM offers shareholders valuable insight into the company’s affairs.

Institutional investors and asset managers have an engagement policy with listed companies that is anchored in the amended European Shareholders' Rights Directive. If everything goes according to plan, this will help listed companies to focus on the long term and enable the transition to an environmentally and socially sustainable economy. It has been said that retail shareholders , in the same vein, have a non-legal civic responsibility to also become involved with the companies in which they have invested. Retail shareholders could ask themselves the following questions:

1. Is the company of which I am a shareholder on the right track with respect to Environmental Social Governance-related topics?
2. Is the purpose of the company in balance with the company’s impact on society?
3. What else can the company contribute to society, other than a good return on investment to its shareholders?

By law, shareholders hold certain rights:

1. The right to information: Shareholders have a right to information. Publicly listed companies make this information publicly available.

2. The right to vote: Shareholders may cast their votes at Annual General Meetings and Extraordinary General Meetings of shareholders.

3. The right to influence fundamental changes in a corporation: Any cardinal changes require shareholder approval, such as:

   • Mergers and takeovers: When two companies become one, the shareholders of the company being taken over must agree to the merger. The approval of the consuming company's shareholders may be necessary or not, depending on that company’s bylaws. When two companies merge into an altogether new entity, the shareholders of both companies must agree to the merger.
   • Dissolution: Unless it is an involuntary dissolution, the dissolution of a company also requires the shareholders' approval.
   • Remuneration policies: Remuneration policies of the members of the Managing Board and the Supervisory Board require shareholders’ approval.

4. The right to make changes in governing documentation: Shareholders can vote for any changes to the governing documents, such as amendments to the charter or the bylaws of the company.

5. The right to hold meetings: Corporations must hold yearly shareholder meetings to discuss and vote on the annual governance actions such as the approval of the yearly accounts. Directors and large shareholders have the right to request extraordinary meetings for any type of an issue.

6. The right to make proposals: Shareholders who hold a certain percentage of outstanding shares may suggest voting topics for shareholders meetings. Except for regular business operations and strategy, shareholders may make proposals pertaining to any other aspects of the company, such as environmental or labour practices, political spending etc.

7. The right to transfer ownership: Shareholders may trade their stock on the exchange market.

8. The right to dividends: Shareholders are entitled to profits in the form of dividends. The board of directors determines the percentage of profits to be paid out.

9. The right to sue for wrongful acts: This right protects shareholders against poor management.

AGMinfo offers shareholders easy access to comprehensive information about shareholders' meetings in multiple languages. We are currently in consultation with banks to also make it easy to cast a vote in shareholders' meetings.

Our Free Service provides an overview of shareholder meetings that will be held in the member states of the European Union in the coming week.

Our Bronze module provides an annual overview of upcoming and past shareholders 'meetings of 2000+ EU-listed companies. In addition, you receive access to all AGM-related documentation in multiple languages, available on your smartphone or other device of choice.

Our Silver module offers the possibility to personalize your information requirements. You can set choices to track indices and companies, and you will receive notifications if there are changes to the information about those companies and indices.

Our Gold module offers the possibility to register for shareholder meetings and, if you wish, to cast your proxy vote in advance. We will ensure that your registration and/or proxy vote will reach the bank or company that respectively administrates your equity portfolio or whose shareholder meeting has been convened.