This was revealed by Eumedion, an institutional investor interest group, after analyzing voting behavior at this year’s shareholder meeting.

Striking: no excuses

For example, at the SBM Offshore shareholder meeting, 37 percent of the votes voted against approving the supervisory board’s policy.

When a so-called exemption is granted, the directors’ responsibility for the financial policies adopted is eliminated. The cause was fines and criticism from AFM in the case Brazilian bribery.

Eumedion said it was surprising that ING and MBS management did not react publicly afterwards. No suggestions for improvement were also mentioned.

“This is done in countries such as England, Germany and Switzerland. “Failure to do this, the board will risk generating new conflict at the next shareholder meeting,” the researchers wrote.

Withdrawal of proposal

Prevention is more important than cure, according to some administrators. Why did you submit a proposal that didn’t pass? This year, directors of Intertrust, Wessanen and BinckBank withdrew executive remuneration proposals at the last minute to avoid clashes with their shareholders. researchers note.

Investors had indicated previously that they would vote against. Proposals from TomTom, Takeaway.com and Ahold Delhaize regarding increasing director remuneration were successful, but were narrowly adopted.

Bonuses criticized

Shareholders were most critical of ill-motivated or overly motivated proposals to change remuneration policies and proposals to give full authority to directors to issue a large number of new shares, Eumedion said in its evaluation report.

About 7 out of 1000 proposals are rejected during the annual meeting. Seven other proposals were withdrawn before a vote following investor criticism of the plans. At the same time, the number of council proposals that received multiple votes against decreased from 36 in 2017 and 29 in 2018 to 26 in 2019.

The glass ceiling is crumbling

Dutch listed companies and their shareholders are doing their best to get more women on their boards of directors and supervisory boards. Between October 2018 and July 2019, Dutch stock exchange companies appointed 16 new bosses to their boards of directors, 7 of whom were women (44 percent).

45 people were appointed to the supervisory board, 47 percent of whom were women. Of the companies listed on the AEX and AMX, only Flow Traders has only men on its board of directors.

This is the reason some institutional investors voted against the reinstatement of founder Roger Hodenius as a member of the supervisory board.

More critical

Abma Rients, director of Eumedion, wants to put the study’s numbers in perspective. “A thousand agenda items were discussed together throughout the company, only 14 were not included or withdrawn. That’s only 1 percent. But we see that institutional investors are increasingly critical, especially regarding remuneration policies. ”

In the past, only the reward structure was considered, but now the amount is also taken into account, according to Abma. “Investors look at signals from society. How much higher-ups earn compared to ordinary employees.”