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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