Ready for the 2026 AGMs

Changing ESG Landscape
This year's European AGMs made one thing clear: geopolitical developments are having a significant impact on the behavior of investors and proxy advisors. ‘They are taking a more critical look at companies and their policies. This is especially true for remuneration: more and more shareholders are voting against remuneration proposals’, says Kirsten van Rooijen, head of continental Europe at Computershare. ‘Last year, 37.9 percent of these proposals received more than ten percent of votes against. ESG and diversity-related elements played a particularly important role in this’. Van Rooijen expects this trend to continue.
The political shift in the US under the Trump administration is rapidly changing the ESG landscape. ‘Companies, regulators, investors, proxy advisors, and activists all have their own agendas. As a result, expectations diverge’, says Van Rooijen. ‘This division is reflected in the corporate world, for example, in remuneration proposals and diversity policies. KPIs in these areas are not being abolished, but are being redefined.’
In response to the political developments in the US, various shareholders adjusted their voting guidelines. Diversity criteria in particular were weakened, completely removed, or broadened. This happened not only among American investors, but also among European players such as UBS and HSBC Asset Management. ‘In most cases, they still voted according to the old guidelines’, Van Rooijen clarifies, ‘but because they can no longer openly include this in their policy, shareholders’ voting behavior is more difficult for companies to predict’.
Proxy advisors are following suit. In early 2025, ISS announced that it would no longer take gender, race, and ethnic diversity into account in its voting advice to US boards. ‘That is quite something’, says Van Rooijen, who emphasizes that this shift is not yet visible in the EMEA market.

War for talent
For Dutch companies, 2025 was relatively quiet compared to 2024, when many companies adjusted their remuneration policies. ‘That year, almost sixty percent of all remuneration proposals were changed to make them more attractive to international talent’, explains Ivana Cvjetkovic, head of Benelux at Georgeson, a division of Computershare. ‘Although many adjustments went further than what is usual in Europe, proxy advisors and investors showed understanding due to the pressure from the American market’. Many companies will continue to implement changes in 2026 to cope with the war for talent. Cvjetkovic points out that this requires a well-founded approach and warns mid-cap companies not to simply move towards the remuneration levels of larger companies.
Georgeson's analyses point to another important consideration: when a company has one major shareholder and still receives many dissenting votes, proxy advisors often perform a recalculation. This allows them to determine whether the proposal would exceed the twenty percent threshold without that vote. If so, engagement is necessary in the following year. ‘Keep that in mind’, advises Cvjetkovic. ‘Investors also expect companies to clearly report in their next report what adjustments have been implemented and how feedback has been incorporated. If that feedback is missing, it easily becomes a reason for a dissenting vote’.

Unpredictability
There are other developments that companies need to take into account. For example, the three largest asset managers have restructured their engagement teams. BlackRock now operates with a strict separation between active and passive management. Cvjetkovic: ‘This means that companies have to hold two separate discussions. The teams may vote differently, and it is unclear which equity stake is represented by the active or passive engagement team’. Vanguard opted for a split between US and non-US holdings, which has no substantive consequences. At State Street, ESG teams can be pulled into any discussion, companies do not know in advance whether this will happen and how much influence it will have on the final vote.
Proxy advisors too are undergoing changes. Glass Lewis will discontinue benchmark reports in 2027. Shareholders will then have to choose from four perspectives: governance, long-term investor, ESG, or management-friendly. ‘It will become more difficult for companies to determine which reports are relevant and how to prepare for AGM discussions. All in all, the unpredictability of investors is increasing, concludes Cvjetkovic. Her advice: ‘Seek dialogue sooner, preferably immediately after the summer holidays, especially if changes are coming’.

Diversity and Inclusion Policy
Companies that fall under US legal influence are currently reconsidering their diversity and inclusion policies. Listed companies are choosing between three options: simply adjusting the wording, excluding US entities from the policy, or actually changing their policies.
According to Hanneke Bennaars, employment lawyer at A&O Shearman, the Trump administration is focusing on combating illegal DEI policies. ‘This mainly refers to affirmative action, or positive discrimination. Affirmative action can range from mild preference for a candidate from a minority group to a more far-reaching form: reserving jobs for people from a particular minority group’.
Many companies are wondering: does this also apply outside the US? Bennaars reassures them that most rules, including those in employment law, are territorial in nature. ‘But there is a catch: US labor law may apply to US citizens working outside the US, for example in the Netherlands, if they are employed by a US entity’.
Employers run risks if they fail to comply. Enforcement can come from the EEOC, the US regulator for equal treatment, which can investigate and impose measures. In addition, the federal government can intervene with sanctions, and there is a risk of individual claims from employees who feel disadvantaged. This can lead to costly proceedings, claims for damages, and reputational damage.

The Risk Management Statement
With the addition of the Risk Management Statement (VOR) to the Dutch corporate governance code, companies will be required to provide more detailed accountability for their internal risk management after 2025. This is no longer solely about financial risks, but also sustainability, compliance, and operational risks. Boards must explain in their annual reports how their risk management system was structured and which frameworks were used. They must also assess its effectiveness. The audit committee will then critically review this.
It is striking that companies themselves must determine the level of assurance they provide regarding their operational and compliance risks and can choose their own label. This is expected to result in a diverse range of terminology, notes Jasper de Bruin, audit partner, growth lead audit & assurance at Deloitte. ‘This will not contribute to clarity. Several members of the Dutch Association of Securities Issuing Companies (VEUO) have therefore indicated that they are striving for some degree of standardization’.
Accountants will also have to monitor their clients' implementation of the VOR. According to De Bruin, the first step will be to assess whether the company has applied the VOR and, if not, whether the lack thereof is properly substantiated. If the company applies the VOR, the accountant will assess whether the chosen VOR is compatible with the financial statements and whether the VOR is consistent with the accountant’s understanding of the company and its risk management. The concrete implementation and explanation of the level of assurance the company can provide regarding operational, compliance, and reporting risks is crucial.
In practice, De Bruin sees many companies struggling. ‘The fact that the VOR does not prescribe rules for how companies should apply the statement leads to uncertainty’, De Bruin finds. ‘But that is also an advantage: as a company, you have the freedom to implement the regulations as you see fit’. For now, uncertainty prevails. De Bruin expects that many companies will include disclaimers. For example, that they will further improve their risk management systems.

Board Liability
The VOR requires board members to openly identify the most significant risks of their organization. This raises an uncomfortable question for many board members: could an acknowledged shortcoming already lead to claims or personal liability? According to Richard de Haan, litigation partner at A&O Shearman, directors need not fear this. ‘In the Netherlands, the bar for joint and several liability of directors is high. The legislator has determined that directors generally act in the best interests of the company. The idea is that we have no use for fearful board members who avoid risks because they fear lawsuits. Joint and several liability requires clear evidence of conscious and intentional behavior’.
According to De Haan, it is also a matter of wording. ‘The VOR explicitly acknowledges that systems can never provide absolute certainty. Companies provide reasonable or limited assurance to make it clear that not all risks can be fully controlled’.
De Haan argues that the VOR is primarily intended to encourage directors to think more critically about internal risks and to report on them more transparently. As long as they do so carefully, there is no problem. ‘Be clear and honest, without exaggerating or downplaying’, advises De Haan. ‘Have risks thoroughly analyzed and substantiated by experts, such as a cybersecurity specialist or a lawyer. And avoid scenarios you cannot deliver on’.

NIS2
In response to growing digitization and the increase in cyber threats, the NIS2 Directive (Network and Information Security Directive 2) came into effect in 2023. This European law tightens cybersecurity obligations for companies and should already have been transposed into national legislation by the EU member states. Of the twenty-seven member states, fifteen have already done so; the Netherlands has not yet. ‘This is causing concern, because companies operating in other EU countries are already subject to the law there and are therefore receiving unpleasant communications’, says Nicole Wolters Ruckert, data and cyber counsel at A&O Shearman.
Many companies also find it complicated that they are not sure which category they belong to. ‘They provide a wide range of services, operate in different countries, and may therefore fall under multiple NIS2 categories. This complicates registration and compliance’, says Wolters Ruckert.
The European Commission provides little guidance to companies in this regard: organizations must substantiate why they believe they fall into a particular category. ‘That responsibility lies entirely with them, but if the regulators disagree, they can be held accountable’. A&O Shearman advises clients to register their company in one member state and to manage their administration from there. ‘Be sure to explain the situation clearly if you receive a letter’.
There is good news: the EU is working on further harmonization of legislation, so that companies will not have to deal with twenty-seven different interpretations of the same directive in the future. ‘There will also be a central register showing in which country an organization is registered’.

CSRD/CS3D
After months of political wrangling, there is more clarity about the European Sustainability Omnibus: the package with which Brussels wants to revise and simplify the CSRD, the CS3D, and related sustainability regulations. ‘The European Parliament proposes that only companies with more than 1,750 employees and an annual turnover exceeding €450 million will still be subject to European reporting requirements’, says Jochem Spaans, ESG partner at A&O Shearman. ‘Companies that fall under the CS3D will no longer be required to draw up a climate transition plan, if Parliament has its way’.
The Commission, the Council, and Parliament will negotiate in the coming period to reach an agreement on the Sustainability Omnibus. Companies with 500 to 1,000/1,750 employees in particular are facing uncertainty; they already report but may be exempt from the obligation from 2027 onwards. In any case, companies that were required to report from the 2024 financial year onwards will not have to report any additional data points for 2025 and 2026 compared to their first reporting year.
Meanwhile, the implementation of the CSRD is proceeding unevenly within the member states. ‘Several EU member states, including the Netherlands, have still not fully transposed the CSRD into national legislation’, says Spaans. ‘As a result, the reporting requirements already apply formally in some countries, while they are still lacking elsewhere. In the Netherlands, we see frequent voluntary reporting’.
It is even more complicated for companies that operate in both Europe and the US; they have to navigate between two completely different ESG worlds. Europe is pushing for verifiable sustainability data. In the US, the opposite is happening: many ESG regulations are being rolled back and companies are advised to be cautious with ambitious sustainability claims. This is causing tension. ‘What is mandatory in Europe can be politically sensitive in America and even pose legal risks’, says Spaans. ‘This requires a smart, consistent narrative that is tailored to the expectations of each region’.

The virtual AGM
It is still not possible for Dutch companies to hold a fully virtual AGM. Last year, several amendments to the bill were submitted, resulting in more rules and less freedom for companies. Joyce Leemrijse, notary and partner at A&O Shearman, does not expect a virtual AGM to be feasible in 2026. She advises companies to consider whether they want to amend their articles of association in advance, so that they are ready as soon as the law comes into force.
Other points of attention for companies: Eumedion, the interest group representing Dutch institutional investors, is asking listed companies for more transparency about geopolitical risks, such as supply chain disruption, cyber threats, and economic uncertainty – and about how these risks are identified, managed, and mitigated. Eumedion also emphasizes responsible use of AI and wants companies to report clearly on its opportunities and risks.
Finally, new EU regulations on UBO registration are on the way. For listed companies, the ‘full exemption’ from UBO registration will be limited. This requires a (re)analysis of UBOs within the organization. In conclusion, the 2025-2026 AGM season promises to be unpredictable and complex. With international tensions affecting voting guidelines, remuneration discussions, and the ESG debate, and with divergent rules between Europe and the US, companies must not only be alert to current global developments but, above all, engage in timely discussions with their investors and regulators. At the same time, new regulations, from VOR to NIS2 to amended EU sustainability standards, require attention. In all of this, the company secretary will once again play an important strategic role in the coming year.

This article was published in Management Scope 01 2026.