Towards a Virtual General Meeting: ‘I accept’ or ‘I decline’?

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.