‘Investor engagement is a year-round activity’

The conversation takes place at Blaak House, a brick, post-war national monument in Rotterdam that once housed the Nederlandsche Handelsmaatschappij. The business complex is now home to the Benelux offices of the Australian company Computershare and its subsidiary Georgeson. Computershare specializes primarily in share registration, shareholder services, and organizing shareholder meetings – with a slight emphasis on the technical side. Georgeson is a part of its Investor Engagement business, which undertakes consultancy and proxy advisory services.
Van Rooijen is responsible for Georgeson globally and for Computershare in continental Europe. Cvjetkovic has responsibility for Georgeson within the Benelux. In their day-to-day work, they form a team. They have worked together for years. Van Rooijen: ‘I have been working at Computershare for eighteen years, and I hired 'Iv' almost fifteen years ago.’ The work? Van Rooijen: ‘We have a team at Computershare that organizes shareholder meetings. They are on the road physically with voting pads and are responsible for the operational execution of the shareholder meeting. And we have a group of consultants who provide strategic advice.’ The clients? Cvjetkovic: ‘We do business, or have done business, with the largest Dutch listed companies.’

Can you elaborate on that?
Van Rooijen: ‘What we do is link data with technology and supplement that with advice. This allows a company to be better prepared for investors, especially around the annual general meeting of shareholders, the AGM.’
Cvjetkovic: ‘We are there to ensure that a shareholders' meeting, or any other corporate events such as an acquisition, runs smoothly. And ensuring smooth running primarily means ruling out surprises. We have detailed information before an AGM about how investors will likely view the proxy , their share position, and how they are likely to vote. We know this because we research international trends and voting behavior, but especially by talking to the various shareholders. Essentially, we ensure that shareholder meetings run smoothly.’
Van Rooijen: ‘It actually starts with identifying the shareholders and their influence over the company’s proxy. You want to know who they are. You want to know how their voting rights are formally regulated. Do those rights lie with the names on your list? Who is responsible for what? And then you want to get to know the shareholder. Sometimes there are several teams within the shareholder that are responsible for voting decisions. These are often different teams than the portfolio manager with whom investor relations (IR), or the board, usually have contact.’

Because companies do not know who they are dealing with?
Van Rooijen: ‘No, they do not always know. This is quite difficult, as there are various laws and regulations making this a challenge. For example, the SRD II regulation only allows a company to identify a shareholder when they hold 0.5 percent or more. Moreover, you still do not always know where the voting authority lies. We have the ability to provide the company with insight into this, which also enables them to know whom to contact.’

And nowadays, that will not always be the old, trusted institutional investor?
Van Rooijen: ‘Certainly not. It now is a variety of different people and platforms. One trend we are seeing, for example, in Europe but also beyond, is that the retail investors – small, non-professional investors – are becoming more important. In the Netherlands, we have traditionally always had a huge focus on institutional investors, but we are now seeing many digital platforms that group retail investors together. They are gaining a stronger voice.’
Cvjetkovic: ‘Overall, retail might represent a small proportion, but during a general meeting, it is mainly the retail shareholders that engage in discussions. And they are highly vocal. But be careful, as the questions they ask are substantive. They also are increasingly represented by specialist parties. This makes for an intense dialogue.’

Do you also visit activist shareholders?
Van Rooijen: ‘Especially activist shareholders. As a company, you ideally want to know exactly how the shareholder thinks – whether it is an index fund or an activist. You want to know in advance how to present your proposal to them. You want them to understand your thinking, and vice versa. You cannot start this a few weeks before an AGM. The ‘dialogue period’ right before AGM season no longer exists. Investor engagement continues year-round. The conversation must be ongoing. You have to start focusing on your next AGM a year in advance. Preparing for the AGM ensures you do not run into surprises and that the AGM runs smoothly. It is about ruling out surprises. You do not want to be caught off guard.’
Cvjetkovic: ‘There is a perception that activist shareholders prefer to do things in the public domain. But that is not the case – even activists usually prefer negotiate out of the public eye . That is easier and more effective for them. Our advice to companies is to always seek dialogue. Without dialogue, you do not know what they want, and you will be caught off guard. That is when, suddenly, there is a bold statement on a website or in the newspaper.’

Would you work for activist shareholders?
Cvjetkovic: ‘Our priorities in the Netherlands is our client companies. This is a small country with a small market. We want to maintain good and open relationships with our clients and business partners.’
Van Rooijen: ‘But abroad, in some cases and under certain conditions, we do sometimes advise activist shareholders. And that gives us insight into how activist shareholders think and operate. We are sometimes amazed at how structured they are in their approach. Some have been analyzing the company for a year and a half before investing. This involves gathering information, talking to other shareholders, identifying the company's pain points, and where they can challenge the company.
Activist shareholders are often ahead of the companies and adapt more quickly. It makes you realize that your company might  already be one step behind by the time an activist knocks on the door. You really need an up-to-date activism defense plan, an activism manual that can be pulled from the drawer when they show up. Companies will need to become much more aware of this, because shareholders are looking at companies far more closely these days. The board must regularly review the scenarios that could arise.’

Does the Dutch boardroom have sufficient insight into how these shareholders behave or who they are?
Cvjetkovic: ‘To some extent, yes, but I think there is still much room for improvement.’
Van Rooijen: ‘The Dutch boardroom often thinks: ‘It not going to happen here.' We see considerable activity in other countries. And I think we need to prepare for potential changes.’

Can you name one such potential blind spot?
Cvjetkovic: ‘One of those trends is that the largest shareholders are splitting up their teams. Whereas in the past you used to be able to talk to a single party at a major investor such as BlackRock, now there are multiple teams. You have to speak with more and more people to get the complete picture. We are also seeing fragmentation among proxy advisors, which makes it increasingly challenging for companies to set up their engagement effectively.’
Van Rooijen: ‘I think many companies are not aware that the institutional investor the CEO or CFO speaks with during a roadshow is not the same person who comes to vote at the general meeting. Similarly, the portfolio managers the investor relations officer primarily speaks with are not always the people who make the voting decisions.’
Cvjetkovic: ‘Or certain issues where opinions are changing. In the US, there is a shift in how people view ESG, diversity and inclusion. Many companies in the Netherlands take diversity into account as part of their compensation policy. Whereas in the US, it is still mostly about inclusivity. You may want to chart your own course here, but be aware of the geopolitical tensions.’
Van Rooijen: ‘Geopolitical tensions are high at the moment. How do you deal with cybersecurity? That is a question that is becoming increasingly important for investors, and also within the boardroom. And do your investors think the same way you do? That tension is likely to increase further.’

Speaking of cyber... The virtual AGM is approaching. How do you assess this?
Cvjetkovic: ‘That law will probably take some time to come into effect, partly because of the formation of the new cabinet in the Netherlands. Companies will also have to amend their articles of association before they can make use of it. In theory, only three Dutch companies could use it for the coming AGMs. But it will eventually happen, of course. Some shareholders and proxy advisors have expressed reservations about virtual meetings because they want to avoid them being held entirely behind closed doors. In that case, you lose the dialogue between shareholders and the executive and supervisory boards. The law as it currently stands in draft form requires that dialogue be maintained, which I think is a good thing. In any case, we are fully prepared for the arrival of the virtual annual general meeting. Or for the hybrid variant that will probably become the norm for most companies.’

One of the important controversial points at a typical Dutch AGM, at least for the outside world, is the remuneration policy. There is always a fuss about bonuses...
Cvjetkovic: ‘A shareholder from the US is not always aware of the Dutch social context. Because of the war for talent, there is huge competition with America. It is important for European and Dutch companies to be able to offer compensation packages to retain talent. But what is acceptable is viewed very differently in the Netherlands than in the US. That is a significant tension. And bear in mind that Dutch companies often have ninety percent foreign investors. You have to be aware of the composition and voting policies of these investors. Foreign investors also often have different views on the quantum of remuneration.’
Van Rooijen: ‘An institutional investor from, say, the United States, may not understand why the Dutch are so cautious in this regard. Shareholders often believe that remuneration should be much higher, precisely to be competitive. That is why dialogue is so important. The supervisory board must engage with investors about the Netherlands in an international context.’

How do you assess the role of the supervisory board in investor engagement?
Van Rooijen: ‘The supervisory board is expected to play a far more active role than it did ten years ago. Nowadays, the supervisory board too needs to engage in dialogue with the shareholder. Consider remuneration policy, as an example. The CEO is not supposed to do the explaining, as sometimes used to be the case. Now the chair of the remuneration committee has to do this. The supervisory board used to take a back seat but now it has to be in the cockpit.’
Cvjetkovic: ‘And remember: if you engage in that dialogue about remuneration policy, a shareholder will be quick to think, 'Now that I am talking to you...' There is a good chance they will bring up other topics. So, as a supervisory board member, you always need to be ready for any topic shareholder might have.’

And the role of the investor relations officer (IRO)?
Van Rooijen: ‘The role of investor relations has grown enormously in recent years. It has now truly become a strategic role within the company, because it is the first point of contact for shareholders. Investor relations officers are often the first to share the narrative with shareholders.’

What would you recommend to companies in the run-up to their next shareholders' meeting?
Cvjetkovic: ‘The most important tip is to start preparing in good time. You should already have made the initial analysis for the coming year. The same goes for first consultations with investors. Starting early will save you a mountain of hassle. If your plan does receive some criticism during the consultation phase, there still is enough time to make adjustments.’
Van Rooijen: ‘And looking at the data is also important. Know how shareholders have voted in recent years. What are the patterns? Because someone may say they will vote in favor, but if in the past they have always voted against, that is an indication.’
Cvjetkovic: ‘We see that a number of companies in the Netherlands are facing more challenging circumstances for meetings with more activists are targeting them. Not only from a climate perspective, but also increasingly from the perspective of human rights, animal rights, and social aspects. Not only with regard to the company itself, but also what is happening within the supply chain. You should not turn a blind eye to this.’
Van Rooijen: ‘If you have a fairly American shareholder base, they now view the meeting very differently from what they did a year ago. That is also an element you have to consider. You really have to prepare strategically for this. The conclusion is essentially this: while the shareholders meeting used to be a kind of end point, it is now a stopover, part of an ongoing process.’
Cvjetkovic: ‘Yes, when I started in 2011, there was still such a thing as a quiet summer and a real AGM season. Those days are long gone.’

This interview was published in Management Scope 01 2026.