The Dutch Federation of Pension Funds (Pensioenfederatie) has called for EU-wide harmonisation of annual general meeting (AGM) logistics, arguing that “significant bottlenecks lie in the voting chain”.

In its response to the European Commission’s consultation on the review of the Shareholder Rights Directive (SRD2), the federation noted that SRD2 has delivered “real progress” but “fundamental operational obstacles remain”.

Dutch pension funds collectively manage around €1.7trn on behalf of 10 million participants, making them among the largest institutional investors in Europe.

Pensioenfederatie stressed that a well-functioning shareholder rights framework is a “prerequisite for responsible share ownership and cross-border investments in European capital markets”.

On AGM logistics, it explained that because each intermediary in the voting chain applies its own internal cut-off date, the effective deadline for submitting voting instructions is frequently brought forward to between 10 and 15 days before an AGM.

Combined with the statutory minimum convocation period of 21 days, this leaves investors with limited time to assess proposals and make considered voting decisions, the federation argued.

It also warned that voting instructions are sometimes processed incorrectly, vote confirmations are often unavailable, and the cost structure for cross-border voting remains opaque and, in some markets, “opaque and discriminatory”, adding that these issues underline the need for EU-wide harmonisation of AGM logistics.

On shareholder rights, the federation called for the threshold for submitting shareholder resolutions to be lowered to 1 per cent of issued capital, alongside the introduction of an annual advisory AGM vote on companies’ Corporate Sustainability Reporting Directive (CSRD) sustainability reports.

It also advocated mandatory shareholder votes on major transformative transactions, such as mergers and acquisitions, while arguing that binding shareholder votes on remuneration policies should become universal and be supported by a supermajority threshold.

At the same time, the federation argued that the existing transparency obligations for institutional investors are already “effective and proportionate”, adding that further expansion of these requirements is unnecessary.

“An EU stewardship code that displaces national codes is undesirable and could represent a step backwards in markets where stewardship is already well developed,” it stated.

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