Deepening Dialogues: Controversial Issues Decline at Dutch Shareholder Meetings
July 15, 2025
The number of controversial issues flagged in shareholder resolutions at Dutch AGMs has fallen amid improved company-shareholder engagement according to a recent paper released by Eumedion.
The Dutch corporate governance-focused organisation’s paper evaluated the 2025 Dutch proxy season. It also spotlighted elements of diversity, equity and inclusion (DEI), EU Corporate Sustainability Reporting Directive-aligned (CSRD) sustainability reports and virtual-only AGMs.
Eumedion found that the number of controversial issues raised at Dutch shareholders’ meetings had fallen to its lowest level since 2015. The number of board proposals that appeared to be controversial, receiving at least 20% dissent or being withdrawn or amended ahead of the AGM, dipped to 25 from 35 in 2024.
Eumedion attributed this to an improvement in “constructive, continuing dialogues” between shareholders and company leadership before meetings. “Company boards are increasingly incorporating shareholder suggestions into final proposals, resulting in significantly fewer points of contention or controversy during the AGMs themselves,” the organisation stated.
Between 2020 and 2025, Eumedion noted that the number of controversial proposals had fallen by at least 65%, with clashes over executive remuneration policies particularly dropping.
“Improved dialogue fosters mutual understanding, accountability, and sustainable growth, benefiting both companies and their investors,” Rients Abma, Executive Director at Eumedion, told Minerva Analytics. “With such a dialogue shareholders gain a clearer understanding of a company’s strategy, risks, and long-term goals, which allows them to make more informed voting and investment decisions.
“When companies engage meaningfully with shareholders, it builds trust and can lead to more stable, long-term investor relationships,” he added. “Companies can proactively address investor concerns […] and it allows both parties to align on sustainable long-term value creation, rather than focusing solely on short-term financial gains.”
Eumedion recently put emphasis on the importance of engagement between investors and companies in a position paper released earlier this month. As reported by Minerva Analytics, the paper recommended that Eumedion’s institutional investor members reduce the number of companies in their equity portfolios to enhance engagement efforts with and knowledge of investee companies.
The organisation represents the interests of institutional investors in the field of corporate governance and sustainability that hold shares in Dutch listed companies. It has 47 ordinary members and three associate members, comprising both Dutch institutional investors and non-Dutch shareholders with stakes in Dutch listed companies.
Abma previously told Minerva Analytics that Eumedion’s members have more than €10 trillion (U$11.7 trillion) in AUM and collectively hold between 20-25% of all shares in Dutch listed companies. Members include the Netherlands’ Aegon Investment Management, PGGM and Robeco, as well as France’s BNP Paribas, the UK’s Railpen and the US’ BlackRock.
Of the 1,082 voting items tabled at Dutch AGMs this year just one was a shareholder resolution. The proposal from several UK pension funds, the Australasian Centre for Corporate Responsibility and more than 100 individual shareholders filed a resolution for the Shell AGM.
As reported by Minerva Analytics earlier this year, the resolution requested that the company disclose its demand forecast for liquified natural gas (LNG), LNG production and sales targets, and new capital expenditure in natural gas assets are consistent with its climate commitments, including its target to reach net zero emissions by 2050.
The evaluation paper also highlighted that the largest Dutch listed companies, often referred to as AEX companies, have become increasingly diverse. The average number of female executives at Dutch AEX companies has almost reached 30%, while a record-high 45% of non-executive board members were women.
However, only 8% of Dutch AEX company executives were from a “culturally diverse background” and 15% accounting for non-executive board members. The paper also noted that the diversity of executives and non-executive board members could have peaked and that future DEI developments are “uncertain” due to the continued backlash in the US.
Eumedion’s paper stated that new US DEI regulations and guidance has led to some companies reviewing their DEI policies and removing their gender diversity target from executive incentive programmes.
“A multinational needs to comply with all local regulations wherever the multinational does business,” said Abma. “At the same time, a diverse and inclusive work environment remains important for companies to achieve the best performance and to attract new talent. In practice this implies that the wording of the DEI policies will be amended, without changing the spirit of the policy.
“We expect that companies will become less publicly vocal on their DEI policies and the implementation of these policies,” he added. “But internally, companies will continue to prioritise fostering an inclusive environment where everyone feels value and respected as this remains essential for long-term value creation and risk management.”
The paper found that the vast majority of large, listed companies with more than 500 employees have prepared a CSRD-compliant sustainability report, despite the Netherlands not yet transposing the directive into national legislation.
Abma said that Eumedion was “positively surprised” at the “willingness” of Dutch listed companies to prepare a sustainability report in accordance with the CSRD. However, he added that Eumedion was “negatively surprised by the strong resistance of the companies to not submit the reports for a non-binding, advisory vote to the shareholders’ meeting”.
Such a vote was requested in Eumedion’s 2025 Focus Letter to underline the board’s accountability for the quality of the sustainability disclosures and performance.
As reported by Minerva Analytics, the CSRD looks likely to be significantly watered down by the European Commission’s first omnibus package alongside the Corporate Sustainability Due Diligence Directive.
The paper also called attention to Dutch companies preparing for virtual-only AGMs ahead of a bill permitting such meetings to enter into force on January 1 2026. In 2025, three Dutch listed companies have included the option for convening fully digital meetings in their articles of association ahead of the anticipated legislation.
These amendments were consulted on with shareholders and include a protocol requiring an AGM to retain a physical component if there is no pandemic or war. However, virtual-only AGMs have significant drawbacks including restricted access to meetings, limited opportunities to pose questions to senior company figures, and a reduced opportunity for discussion with the firm over important topics.
Eumedion stated that AGMs should always be held in person apart from in emergency situations, with Abma adding that the organisation expects companies only to use the virtual-only option for extraordinary general meetings.
Despite this, the introduction of legislation permitting fully online shareholder meetings could risk being a first step in allowing companies to strip away the in-person elements of meetings, degrading shareholder rights.
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Last Updated: 15 July 2025