Shareholder Proposals and Sustainability: An Empirically-Based Critical Reflection

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2023-04-01 DOI:10.1515/ecfr-2023-0015

Michael H.C. Bakker

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Abstract

Abstract 276 Publicly traded companies face growing scrutiny in respect of their sustainability strategies and policies from regulators, the general public, NGOs, as well as investors. One area where the attention for corporate sustainability issues has materialised is at the general meetings of these companies, including in the form of a growing number of shareholder proposals on environmental and social topics. Against the background of this development, I have investigated sustainability-related shareholder proposals in 25 countries. More specifically, this paper presents the results of a survey of shareholder proposals on environmental and social topics that have been put to a vote in the period between 2020 and 2022, with the aim of exploring what sustainability issues are addressed through shareholder proposals, who submit E&S-related shareholder proposals, and which sectors are subjected to such proposals. During this three-year period, nearly one-third of the 1995 shareholder proposal that have been identified directly related to environmental and social issues. The investigation reveals that the majority of such proposals have been submitted by individuals, organisations with primarily social objectives, and SRI asset managers and investment advisors. But in light of increasing attention, both in society and in investor circles, for what institutional investors are doing to support and promote sustainability strategies and policies of publicly traded companies, in particular when it comes to climate change, it may be the case that (some of) these investors will increasingly exercise agenda-setting rights in connection with corporate sustainability issues. 277

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股东提案与可持续性:基于经验的批判性反思

上市公司在可持续性战略和政策方面面临着来自监管机构、公众、非政府组织以及投资者越来越多的审查。企业可持续发展问题得到关注的一个领域是在这些公司的股东大会上，包括越来越多的股东就环境和社会议题提出建议。在这种发展的背景下，我调查了25个国家与可持续发展相关的股东提案。更具体地说，本文提出了一项关于环境和社会议题的股东提案的调查结果，这些提案已在2020年至2022年期间进行了投票，目的是探索通过股东提案解决了哪些可持续性问题，谁提交了与环保相关的股东提案，以及哪些行业受到这些提案的影响。在这三年期间，已查明的1995年股东提案中有近三分之一与环境和社会问题直接有关。调查显示，大多数此类提案是由个人、以社会为主要目标的组织、SRI资产管理公司和投资顾问提交的。但是，鉴于社会和投资界越来越关注机构投资者在支持和促进上市公司的可持续发展战略和政策方面所做的工作，特别是在气候变化方面，这些投资者(其中一些)可能会越来越多地行使与公司可持续发展问题相关的议程设置权。277

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.