Say on What’s Next?

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2023-12-07 DOI:10.1515/ecfr-2023-0028

M. van Olffen, E.J. Breukink

引用次数: 0

Abstract

745There are several initiatives aimed at getting listed companies to involve their shareholders more in ESG issues. Calls for mandatory advisory voting on (the implementation of) (parts of) ESG strategy and/or policy by the general meeting should not be heeded, according to the authors. We discuss this topic in a Dutch context. It is better to leave it to the management board, under the supervision of the supervisory board, to assess on a case-by-case basis whether it is in the company’s interest to have the general meeting vote on (part of) the ESG strategy or policy (or its implementation). Shareholders who are entitled to put items on the agenda cannot force an advisory vote on (a part of) the ESG strategy or ESG policy (or its implementation). In principle, however, they can have the aforementioned topics put on the agenda for discussion. Questions on ESG topics can be asked at the meeting. The scope for asking questions and the obligation to respond these questions partly depend on the agenda.

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下一步是什么？

745有几项倡议旨在让上市公司让其股东更多地参与到环境、社会和公司治理问题中来。作者认为，股东大会对（实施）（部分）环境、社会和公司治理战略和/或政策进行强制性咨询投票的呼吁不应得到响应。我们是在荷兰的背景下讨论这个问题的。最好是让管理委员会在监事会的监督下，根据具体情况评估让股东大会就（部分）环境、社会和公司治理战略或政策（或其实施）进行表决是否符合公司利益。有权将项目列入议程的股东不能强迫就环境、社会和公司治理战略或环境、社会和公司治理政策（或其实施）的（部分）内容进行咨询表决。但原则上，他们可以将上述议题列入议程进行讨论。可以在会议上就 ESG 议题提问。提问的范围和回答问题的义务部分取决于议程。

本文章由计算机程序翻译，如有差异，请以英文原文为准。

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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.

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