De virtuele aandeelhoudersvergadering

Abstract

At a virtual shareholders meeting there is no physical gathering of shareholders, but they will be able to assemble and vote via the internet. Together with the notice of the meeting a person can be sent a personal login code. With this code shareholders can access a heavily secured VGM platform where the AGM will take place. At this platform shareholders can find all relevant AGM information, assembly papers and a discussion forum. At the discussion forum shareholders can take cognizance of the discussion and participate therein by asking questions to the board or by reacting to the contributions of other shareholders. Members of the board can answer questions and react to the input of shareholders. Consequently, a constructive dialogue can originate between all participating parties which can contribute to the understanding of shareholders concerning the proposed decision-making. When shareholders have taken a voting decision, they can cast their votes at a separate part of the platform. All participants within the corporation, wherever they reside, are able to join the assembly at a relatively low cost. Since a VGM may last for several days, it is not required that the shareholders are all in front of their computers at the same time. The VGM has three clear advantages: 1. Savings in costs and time. Shareholders can save travelling time while corporations can save on organisation and location costs. Although establishing and using a VGM platform will be costly, a surplus will remain. It is no longer necessary for shareholders and members of the board to reserve a specific day in their diary. In order to follow and participate in the discussion, they only need to log on to the VGM platform on a regular basis. This will most likely result in time savings, but allows shareholders in any event to use their assembly time more flexibly. 2. The second advantage is an improvement in corporate democracy. Shareholders, wherever they reside, are able to join the meeting at relatively low costs. The thresholds for joining the assembly are lowered which may lead to an increase in the representation and participation of shareholders in the decision-making process. Due to the low costs of information distribution, the supply of information may increase and the information asymmetry will diminish. Moreover, the discussion forum offers shareholders new possibilities to provide each other with information and to unite. Shareholders will not receive additional rights, but will be able to exercise their existing rights in a more informed and balanced way. As a result of the more informed and balanced exercise of rights, the antagonism may diminish and the VGM may be, next to face-to-face contact at investor relation meetings, a platform for constructive dialogue between shareholders and members of the board. 3. The third advantage is an improvement in corporate governance. The consequence of a VGM is an improved corporate democracy which enables AGMs to play the role which the legislator and Code intended them to play. If the AGM will indeed fulfil this role, corporate governance will improve.