SRD II - New Shareholder Engagement & Transparency Obligations

Effective shareholder control over the board of directors is patently in the interests of good corporate governance, accountability and transparency. In recognition of this modern reality, the policy focus in company law has shifted to encouraging shareholder participation and shareholder engagement in corporate affairs. Bearing in mind that very few shareholders of large public companies attend meetings in person, proxy voting is of vital importance to corporate democracy. This article discusses enhanced rights conferred by the Companies Act 71 of 2008 in relation to shareholder proxies who attend, speak and vote at shareholders’ meetings. It also considers the pressing practical question whether companies may impose a cut-off time for the lodgement of shareholder proxies.

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The semantic state of ‘shareholder engagement’

Engaging with Stakeholders ◽

10.4324/9780429450341-12 ◽

2018 ◽

pp. 173-187

Author(s):

Alexander Bassen ◽

Christine Zöllner ◽

Chris Rushton

Keyword(s):

Shareholder Engagement

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6. Corporate governance—board structure and shareholder engagement

Company Law ◽

10.1093/he/9780198787709.003.0006 ◽

2018 ◽

Author(s):

Brenda Hannigan

Keyword(s):

Corporate Governance ◽

Board Structure ◽

Publicly Traded ◽

Publicly Traded Companies ◽

Board Committees ◽

Shareholder Engagement ◽

Good Corporate Governance ◽

Starting Point ◽

The Uk ◽

And Control

This chapter discusses corporate governance in publicly traded companies with widely dispersed shareholdings. Most shareholders are not involved in the management and control of a company's affairs. Thus, a separation usually develops between those who collectively own the company through their combined shareholdings (the shareholders) and those who manage it (the directors). Problems can arise from this separation of ownership and control as distance from the day-to-day running of the business makes it difficult for shareholders to restrain any managerial excesses. The starting point of good corporate governance is internal mechanisms (such as shareholders' rights and board structures). The discussions cover the UK corporate governance code, corporate governance requirement, board committees, and shareholder engagement.

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Company Law

10.1093/he/9780198787709.001.0001 ◽

2018 ◽

Cited By ~ 9

Author(s):

Brenda Hannigan

Keyword(s):

Decision Making ◽

Corporate Governance ◽

Corporate Finance ◽

Company Law ◽

Corporate Structure ◽

Legal Personality ◽

Shareholder Engagement ◽

The Subject ◽

Corporate Insolvency

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major areas. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate insolvency (including insolvencies arising).

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