EU Parliament Adopts Resolution on Shareholders' Voting Rights

This past week, the EU Parliament voted on a proposal about shareholders' voting rights. The text of the resolution, along with explanatory material, is available here. The intention is to resolve problems associated with cross-border voting by shareholders in listed companies. Shareholders who reside in countries other than the listed company's home country should be able to vote their shares just as easily as shareholders in the listed company's country. The company should allow for electronic participation in the meeting by the shareholders (Article 8).

Shareholders must receive disclosure documents in a timely manner and sufficiently in advance of the meeting to allow them to consider the documents and then to cast their votes. Specific information about the meeting must be included in the disclosure documents (Article 5). The shareholders should also have a mechanism to place items on the agenda and to ask questions regarding items already on the agenda (Articles 6 & 9). Proxy holders should observe instructions provided to them by the shareholders (Article 10).

Following the meeting, the results of the voting should be disclosed. At a minimum, the results of the meeting should be disclosed on the company's internet site (Article 14).

The provisions in the EU directive set minimum expectations of the information and procedures that should be available to shareholders. EU member states may go beyond the EU directive in establishing rules and procedures to facilitate even better the shareholders' exercise of their rights.