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The VEUO, VNO-NCW and Eumedion, special interest organisations
representing listed companies and institutional investors, have
made an urgent appeal to the Second Chamber of parliament to remove
a provision in a bill requiring shareholders with a stake of 3% or
more to notify the AFM whether or not they support the
company's strategy. This mandatory notification is part of a
bill implementing recommendations of the Frijns Monitoring
Commission.
The organisations emphasise that such mandatory strategy-related
notification by shareholders is contrary to Supreme Court and
Enterprise Chamber case law, which suggests that the responsibility
for determining strategy lies with the managing board and the
supervisory board. Mandatory notification by shareholders could
cause confusion and create the impression that shareholders have
formal rights with regard to determining or changing the
company's strategy. The organisations also argue that
"strategy" is not a clear-cut concept and therefore not
suitable for a "yes/no" question. The provision may also
cause shareholders not to increase their stakes above the 3%
threshold, thus posing an obstacle to long-term shareholding.
Finally, the organisations argue that if the Netherlands were to
introduce such mandatory reporting, it would deviate from what
other countries do.
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