Abstract
The General Meeting plays an essential role in the functioning of the Dutch corporate governance system which is based on self-regulation. It is therefore of importance that shareholders turn up during the Annual General Meeting (AGM). However, studies conducted in 2007 showed that on average only 45% of shareholders cast their vote during the AGM. Several academic writers have proposed a Virtual General Meeting (VGM) as a solution to the low attendance of shareholders. This article is meant to produce some ideas on how the VGM could contribute to corporate governance, the position of the shareholder and to provide some means to measure these contributions. It is argued that in order to measure whether the introduction of the VGM in Dutch business law would be feasible and desirable one needs more than comparative law alone to examine the functionality of a VGM in relation to corporate governance. The Dutch legislature probably cannot escape the fact that it should allow more virtuality into the AGMs in the near future. However, the possible positive and negative effects of the VGM have not yet been proven convincingly. To serve the continuing discussion on a VGM, suggestions are made for two models for the VGM that represent two ends of a spectrum of virtuality and law.
Highlights
At a ‘diner pensant’, recently organised by the Dutch law firm Stibbe, the Internet expert Hans Pronk announced that ‘the future is already here (...) it is just not widely distributed yet’.1 The Internet has currently moved past its scarcity
One possibility is the use of the so-called Virtual Shareholder Meeting
It is believed that the Virtual General Meeting (VGM) will entail the following positive causal chain: the VGM will lead to higher attendance rates; this will lead to better corporate democracy, which will, in its turn, advance corporate governance leading to improved corporate performance
Summary
At a ‘diner pensant’, recently organised by the Dutch law firm Stibbe, the Internet expert Hans Pronk announced that ‘the future is already here (...) it is just not widely distributed yet’.1 The Internet has currently moved past its scarcity. Commission has placed emphasis on the improvement of shareholders’ rights This resulted in the consultation report ‘Fostering an appropriate regime for shareholders’ rights’ published on September 16th 2004.27 The consultation report highlights the need for improvement in the fields of transnational voting, the supply of information to shareholders and the way in which shareholders’ rights are exercised. Based on this consultation report and the recommendations of the Tabaksblat Committee the Dutch legislature adopted the Wet Elektronische Communicatiemiddelen (Electronic Means of Communication Act, hereafter abbreviated as ‘Wec’), which came into force on January 1st 2007. The ideal concept of the VGM, as put forward in the academic literature will be dealt with (Section 2.3)
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