52 governance statement. With respect to the right to submit proposals for resolution by the shareholders meeting, there is a link with the squeeze-out right of a majority shareholder and sell-out right of minority shareholders (see Chapter VI). The protection company law offers to the minority shareholders that cannot be squeezed-out by the majority shareholder should include the right to submit shareholder proposals. A minority greater than the maximum squeeze-out minority should have this power. If for example, under a Member State’s company law, a 95% shareholder can squeeze-out minority shareholders, the level of shareholding required for the submission of proposals should not exceed 5% of the share capital. The EU should consider imposing this as a minimum rule on Member States.
The right to table resolutions is linked to the squeeze-out right Thresholds should be set consistently
Member States could be required to do so
b) General meeting, voting in absentia, electronic access We have said that the traditional general meeting of shareholders, as a physical gathering of participants who discuss and decide, is today no longer a sufficient and effective means to perform the relevant governance functions. In order for shareholders to be able to participate in the decision-taking, they must be able to vote in absentia, either by way of direct vote outside the meeting (cf. the “vote par correspondance” in France) or by way of a voting instruction and proxy to be exercised in the meeting by somebody else (e.g. the chairman of the board, a representative from a bank or a notary).
In view of the difficulties to attend meetings, shareholders should be able to vote in absentia
The Group believes that listed companies should be required to offer all shareholders (or the intermediaries designated by them) facilities to vote in absentia - by way of direct vote or proxies - by electronic means, and through hard copy voting instruction or proxy forms at their request. However, the Group recommends that such an obligation should only be imposed on listed companies to the extent that solutions have been found and implemented for the problems of cross-border holding of securities (see Section 3.2). It would be inappropriate and would lead to an undesirable level of legal uncertainty to require companies to offer these facilities if they do not have the means to determine who are the shareholders entitled to vote.
The necessary facilities should be offered, but not imposed, to shareholders
Another means to enhance shareholders’ participation in the information, communication and decision-making processes is to allow absentee shareholders to participate in traditional general meetings via electronic means, including via the internet (webcast) and satellite. In some Member States, systems are being developed through which shareholders following the meeting on their computer
Some companies offer participation to general meeting via electronic means
But only to the extent that crossborder holding problems have been solved