Dan Dionisie
Head of Unit A3, DG JUST
European Commission
Rue Montoyer 59
1000 Bruxelles
05.05.2026
Dear Mr. Dionisie,
Subject: Response to call for evidence on evaluation and potential review of the Shareholder Rights Directive
The International Corporate Governance Network (ICGN) appreciates the opportunity to comment on the evaluation and potential revision of Shareholder Rights Directive.
Led by investors responsible for assets under management of >US$100 trillion, ICGN is an authority on global standards of corporate governance and investor stewardship. Headquartered in London, our membership is based in more than 40 countries. ICGN’s Global Governance Principles and Global Stewardship Principles, written from an investor perspective, are widely used by our members in their company assessments and voting decisions, and by regulators when developing corporate governance rules.
In our view, European Union already benefits from a strong corporate governance framework. SRD I and SRD II have improved engagement between companies and investors. However, insufficient harmonisation and, in some cases, weak enforcement mean that barriers in exercising shareholder rights still persist. The revision should therefore be targeted at removing operational frictions, supporting digitalisation, simplification and improving cross-border functioning, rather than reopening well-established elements of the framework that underpin accountability and investor confidence.
To meet the objectives of the Savings and Investment Union and bringing more long-term capital into EU markets, the SRD needs to continue to maintain appropriate safeguards for shareholders, as trust and protection are a precondition for participation. More retail and institutional investment will drive deeper liquidity in European markets. Over time, stronger liquidity and a broader investor base can make EU public markets more attractive, which is ultimately one of the levers to encourage high quality companies to list in Europe.
We have identified the following areas where improvement is needed.
1) Power of Attorney and manual requirements
Investors continue to observe burdensome Power of Attorney requirements in several EU countries in order to be able to vote (Austria, Bulgaria, Hungary, Cyprus, Latvia, Lithuania, Portugal, Romania, Slovenia and Sweden). These requirements often involve hard-copy documentation, notarisation, manual processing and physical submission.
For example, Bulgaria has some of the most onerous PoA requirements, and a PoA must be completed for each issuer and each meeting. In Hungary, PoAs are required for all meetings and, in addition, some companies require a meeting-specific PoA. In Slovenia, a PoA must be completed for each meeting and is valid only for that specific meeting. In Sweden, multiple PoAs may be required where more than one company is holding a meeting on the same day.
These requirements create unnecessary burdens for investors and are difficult to reconcile with the objective of a more efficient and integrated EU capital market. ICGN’s view is that hard-copy requirements, notarisation and other manual burdens should be eliminated. A workable pan-European approach to Power of Attorney, interoperable across market participants, would meaningfully reduce friction and support more efficient cross-border voting.
2) Timeframes related to AGMs
In many EU markets, investors are asked by their custodians to cast their votes long before the annual general meeting and shortly after receiving the company’s proxy materials. At the same time, in some markets, shareholders and proxy advisers are afforded only limited time to thoroughly analyse relevant company documents ahead of general meetings because those documents are released too late by the company. This challenge is made more burdensome by the concentration of AGMs within a short window each year.
This represents a significant obstacle to informed voting decisions, which are an important part of investors’ fiduciary duties towards their clients and beneficiaries. In Poland, for example, the cut-off date is often 16 to 19 days before the AGM. In Germany, Finland, Denmark, Sweden, Austria, Portugal and Cyprus, it is often between 10 and 13 days before the AGM. In most EU Member States, the deadline is still 7 to 8 days before the AGM.
France and Spain stand out as more workable examples, with cut-off dates set much closer to the AGM. A cut-off date set, for example, four days before the meeting gives investors more time between receiving the proxy materials and the deadline for submitting voting instructions. This allows them to consider the latest available information and, where necessary, engage with the company on specific voting items. By contrast, in the United States, the cut-off date is often the day before the AGM.
Investors also report significant variation in the time available to analyse voting matters across EU markets. In 2024, some investors had on average only 4.3 days to make a voting decision for companies listed in Poland and 3.2 days for companies listed in Finland. This is an improvement compared with 2021, when the average was only 1.7 days in Poland and 0.8 days in Finland. However, these improvements remain insufficient and do not provide enough time for thorough analysis. In most EU Member States, investors have on average 7 to 12 days for analysis and voting decisions, with considerable variation across the Union.
ICGN’s view is that earlier distribution of meeting materials, at least 30 to 40 days in advance, is needed. Cut-off dates should also be set closer to the AGM to support more effective participation. There is also a case for extending the period between the financial year end and the AGM deadline, in order to give companies, custodians and investors more time and reduce operational pressure across the chain.
3) Vote confirmation and transparency of voting outcomes
In Sweden, Denmark and Finland, it is common practice for companies not to report the number of votes cast for, against, or abstaining on each resolution. This prevents investors from properly evaluating the outcome of the annual meeting, identifying areas of shareholder dissent and assessing the company’s response. It also weakens investors’ ability to set engagement priorities.
Furthermore, electronic confirmation currently often means only that voting instructions have been transmitted to the next intermediary, rather than confirmation that the vote has been validly recorded and counted by the company. Where votes are rejected, investors often receive that information only after the AGM has taken place or after the voting deadline has passed. This prevents them from identifying and remedying the issue that led to the rejection.
Confirmation that votes have been validly recorded and counted by the company should be automatic, rather than available only upon request. This is important for building trust in the system and supporting effective shareholder participation.
ICGN’s view is that end-to-end vote confirmation should be ensured. Timely disclosure of full poll results, in a standardised tabulated format shortly after the meeting, would strengthen trust and support more effective shareholder participation.
4) AGM safeguards
AGMs are a key forum for shareholders, especially minority shareholders, to ask questions, make statements from the floor and hold boards accountable in real time. Hybrid AGMs are strongly preferable.
Meeting formats that remove physical attendance or restrict direct interaction with boards and management risk weakening shareholder rights and reducing the quality of shareholder oversight. Legislation in Germany and in some Nordic markets allows virtual-only AGMs. ICGN believes that virtual-only AGMs should only be used in emergency circumstances. However, companies that wish to include this possibility of holding virtual-only AGMs in emergency circumstances in their articles of association should be required to obtain a supermajority vote of support from shareholders, and any such authorisation should be time bound.
Regardless of the format, key shareholder protection safeguards should be embedded in legislation to ensure that shareholders can exercise rights on an equal basis, including the right to ask questions in real time without undue filtering.
Closed-door AGMs are a separate concern. In Italy, this format has become a permanent feature of corporate governance following the revision of the Legge Capitali in 2024. It allows companies to amend their articles of association and hold AGMs without investors being present, with only a company-appointed representative attending on behalf of shareholders. ICGN’s view is that closed-door AGMs should not be allowed under any circumstances, as no safeguards can ensure the effective exercise of shareholder rights in a format where shareholders are excluded from the meeting.
As an appendix, we are attaching our letter to the Commission of 9 May 2025, which provides data and insights on obstacles to the exercise of shareholder rights across Member States.
Thank you again for the opportunity to share our perspective on the Shareholder Rights Directive. If you would like to follow up with questions or comments, please contact our Senior Policy Executive, Jakub Brejdak (policy@icgn.org).
Yours faithfully,
Jen Sisson
Chief Executive Officer, ICGN
