Say on What’s Next?

There are several initiatives aimed at getting listed companies to involve their shareholders more in ESG issues. Calls for mandatory advisory voting on (the implementation of) (parts of) ESG strategy and/or policy by the general meeting should not be heeded, according to the authors. We discuss this topic in a Dutch context. It is better to leave it to the management board, under the supervision of the supervisory board, to assess on a case-by-case basis whether it is in the company’s interest to have the general meeting vote on (part of) the ESG strategy or policy (or its implementation). Shareholders who are entitled to put items on the agenda cannot force an advisory vote on (a part of) the ESG strategy or ESG policy (or its implementation). In principle, however, they can have the aforementioned topics put on the agenda for discussion. Questions on ESG topics can be asked at the meeting. The scope for asking questions and the obligation to respond these questions partly depend on the agenda.