UK - The concept of ‘one share, one vote' got backing from delegates and speakers at a conference on corporate governance organised by Institutional Shareholder Services.
Rients Abma, executive director of Dutch corporate governance foundation Eumedion, said the Netherlands used to have a bad reputation with regards to the ‘one share, one vote' principle.
The favourite anti-takeover devices in the top 50 companies in 2006 were temporary preference shares, while permanent devices such as priority shares were lagging behind.
The requirement of a supermajority to dismiss or elect the board and depositary receipts are also anti-takeover devices but voting caps are no longer existent, while the golden share is only used by one company.
Recent developments in the Netherlands have seen the possible halt to the break-down of anti-takeover devices and the growing influence of the Dutch Corporate Governance Code (‘Tabaksblat Code') and Bill to implement the Takeover Bids Directive as well as more shareholder activism in the Netherlands.
Europe is currently severely lacking behind in applying the ‘one share, one vote' principle compared to the US, where 92% of companies have applied it.
The European Commission have commissioned an independent study on the proportionality between ownership and control in EU listed companies focussing on regulatory framework, economic impact of deviations and international comparison.
And a EU directive to enhance shareholders' rights is on course to be agreed early next year, according to Pierre Delsaux, director general of Internal Market and Services at the European Commission.
The directive would address shareholder concerns about share blocking, and set a minimum 21-day period for companies to provide shareholders with information ahead of meetings.
Meanwhile a panel at the conference agreed that ESG (Environmental, Social, Governance) had peaked in terms of debate but was still behind in its implementation.
The panel - comprising Marcel Jeucken of PGGM, Henrik Syse of Norges Bank, Raj Thamotheram of AXA Investment Managers and Jennifer Walsmley of Hermes Equity Ownership Services - said that ESG has started to become mainstream.
It agreed that ethics needed to be integrated in corporate governance but added that ESG needed proper management.