Shareholder Rights in Practice: Europe’s AGM Framework Remains Fragmented
BETTER FINANCE and IVA surveyed retail investor representatives across 15 European jurisdictions (13 EU Member States, together with the UK and Switzerland) to examine how shareholder rights work in practice. The exercise combines a 2025 survey with 2026 feedback follow-up input from participating jurisdictions.
The findings point to a persistent gap between formal shareholder rights and their practical exercise. Across the “shareholder engagement journey”; from receiving information and proving entitlement to participating, asking questions, voting, filing motions and being represented – different national rules and intermediary processes accumulate into costs, delays and uncertainty.
At a glance
- AGM timelines remain highly divergent: record dates range up to D-22, while deadlines for agenda items range from D-4 to D-42 and for shareholder resolutions from D-3 to D-30.
- Proof of shareholding can cost up to €300, while only 43% report clear upfront disclosure of these costs.
- Cross-border participation remains costly: 82% report proxy-voting fees and translation costs, 77% language barriers and 54% non-digital processes.
- Digital access does not necessarily mean equivalent rights: 69% identify speaking-time restrictions in virtual AGMs, 54% Q&A limitations, and only 46% report that motions can be filed virtually.
- Representation remains fragmented: shareholder associations and independent proxies can act as representatives in 62% of responses, while 31% report an intermediary-only channel for granting a power of attorney.
- Minority safeguards remain uneven: 57% report that minority shareholders cannot prevent a virtual-only meeting where such a format is permitted.
The central finding is therefore not one isolated malfunction, but cumulative points of failure throughout the shareholder journey. A right may exist in law while remaining difficult, costly or uncertain to exercise in practice.
European shareholders point in a clear direction: any revision of the SRD2 Shareholder Rights framework should ensure further harmonised and safeguarded, rather than dependent on navigating a patchwork of national corporate procedures and failing intermediary services.
We put forth core AGM framework solutions based on respondents’ reform priorities, which all converge around greater harmonisation. For example, 77% place cross-border timelines and standard cut-offs among their top-five priorities; 69% prioritise equal rights in virtual and hybrid AGMs and vote confirmations; and 62% highlight fee transparency/caps and harmonised shareholder identification and admission rules. BETTER FINANCE and IVA therefore call for a more European operational AGM framework: clearer and more consistent rules, simpler digital identification and proof of entitlement, stronger safeguards for virtual participation, and streamlined digital proxy and power-of-attorney arrangements. Most importantly, digitalisation should facilitate shareholder participation and representation – not create new gatekeepers (as seen by intermediary capture). Once shareholders are identified and entitled, they should be able to exercise their AGM rights directly vis-à-vis the issuer, with intermediaries facilitating rather than controlling that exercise. Core AGM participation should be treated as a corporate-governance right, not as a chargeable intermediary service.