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Please note: This article was published as part of the VBDO AGM Engagement Report 2025 – Weighing the anchor.
For 30 years, VBDO has actively engaged with Dutch-listed companies by asking critical sustainability questions at their AGMs. What started as an unusual and sometimes unwelcome practice has grown into a well-established form of shareholder engagement. In our recent study, Beyond the Ballot: The Power of Shareholder Sustainability Questions at Dutch AGMs, we examined how the right to ask questions at AGMs, often overlooked in academic literature, has become a powerful tool for encouraging corporate sustainability. VBDO’s systematic approach has played a central role in this development.
Our research is based on a manually compiled dataset of more than 3,000 sustainability-related questions, remarks, and responses from 402 AGMs of the largest listed Dutch companies, covering the period from 2015 to 2023. Using a mix of quantitative and qualitative methods (including topic modelling, sentiment analysis, content analysis, desk research, and interviews) we examined how various types of shareholders use this tool and whether it leads to real outcomes.
Of the five types of shareholders we studied (institutional investors, NGOs, labour unions, retail shareholders, and representative associations, including the VEB and VBDO), VBDO was by far the most active for sustainability matters, with around 70% of all sustainability questions in our research sample coming from VBDO. VBDO follows a structured, multi-step process: selecting ESG-related themes, conducting thorough company research, initiating pre-AGM dialogues, and accordingly formulating tailored and forward-looking questions. These are posed during the AGMs and followed up in post-meeting assessments and public reporting.
The research shows that the value of VBDO’s method lies not only in what is asked, but also in how it is asked. VBDO’s questions are respectful, often framed positively, but aimed at obtaining concrete commitments. Companies have responded with promises to improve biodiversity reporting, strengthen living wage policies, or increase lobbying transparency. Through its AGM engagement reports, VBDO makes these commitments public and tracks progress over time, helping to hold companies accountable. Importantly, these questions also inform other shareholders attending the AGM, who can use the information in their own assessments and engagement strategies. By consistently raising well-prepared questions, VBDO helps make sustainability a more visible and regular part of AGM discussions.
In this process, the Dutch corporate governance context plays an important role. Companies are required to publish detailed AGM minutes, which gives shareholder questions and Board responses a permanent, public character. This transparency not only increases pressure on companies but also enables other stakeholders to use this information in their own engagement efforts.
The leading role of VBDO can be compared to the contributions from other shareholder types. We found that institutional investors like PGGM and Robeco also actively participated in AGMs, often as part of broader collaborative efforts by associations such as Eumedion. NGOs brought strong ethical perspectives, especially on topics like climate and human rights. Retail shareholders were active as well, although their questions varied more in focus and tone, and were often more informal.
We conclude that the right of shareholders to ask questions, especially when used strategically and consistently as VBDO has done for three decades, is a significant driver of corporate sustainability. It offers a low-barrier, public, and impactful form of engagement.
Source: this article has been accepted for publication in the European Business Organization Law Review (EBOR) and is available on SSRN.
