Implementering af ændringsdirektivet 2017/828 af 17. maj 2017

Peter Boye Lester

Student thesis: Master thesis


Shareholder engagement has grown to become more relevant than ever. Research has shown that management´s excessive short-term risk taking may result in inadequate Coporate Governance. Due to the shareholders lack of interest in engaging with listed companies, management has not been held responsible for their actions. To strengthen the relationship between management and shareholders and encourage long-term shareholder engagement, The European Commission proposed amendments to Directive 2007/36/EC, which was adopted in 2017 as Directive 2017/828 (hereinafter SRD II). Thus, the EU countries were required to devise their own laws to achieve the goals of SRD II. By analysing how Denmark, Sweden, and Germany, managed the implementation of SRD II it was found that the three countries, with a few exceptions, had a similar approach, which was generally lenient and not supported by direct financial concerns but to attract and retain listed companies.

In the Eurozone financial corporations, which includes institutional investors such as pension funds, own 64% of the listed companies shares. According to Danica Pension and PFA Pension´s reports on shareholder engagement these companies’ states that they are engaged shareholders. Examining the numbers of interactions the pension funds have had with the listed companies in their portfolio and the number of attended annual general meetings, we see that the highest percentage of interactions in one year was by Danica Pension with 13,7% and the highest attendance in the annual general meetings was PFA Pension by 7,3%. According to these numbers the pension funds’ claim of being an engaged shareholder cannot be verified. However, it is concluded that the SRD II have the potential of increasing the number of interactions due to more focus on the institutional investors report on shareholders engagement. By making attending annual general meetings more attractive shareholders are giving the opportunity to vote on managements remuneration policy (hereinafter say-on-pay). Using game theory, it is determined that the shareholders opportunity to have say-on-pay does, however, not change managements existing short-term approach. Furthermore, it is found that only shareholders who are willing to engage in a long-term ownership are expected to vote at annual general meetings. Overall, both shareholders and management optimize their expected payoff by choosing short-term strategies and it is therefore concluded that the opportunity to have say-on-pay will not reach the goal of long-term shareholder engagement.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
Publication date2020
Number of pages85
SupervisorsPeer Schaumburg-Müller & Caspar Rose