Shareholder Influence

We believe it is essential to have a corporate governance structure that is transparent and in accordance with international standards. Within this structure, shareholders hold a range of powers, including direct control over who runs ABN AMRO Holding.

Our shareholders have the authority to appoint members of both the Supervisory and Managing Boards. The appointments are made by the General Meeting of Shareholders on the basis of a binding nomination of the Supervisory Board. If the Supervisory Board nominates two or more candidates for a vacant seat, the nomination list is binding. Deviations from the binding nomination require a specified voting majority of the shareholders.

New legislation came into effect in the Netherlands in 2004, giving shareholders broader powers. This was reflected in two amendments to ABN AMRO Holding's Articles of Association. These included a new right of shareholders representing at least 1% of the economic value of the share capital (or a block of shares representing a market value of at least EUR 50 mln) to request that additional items be included on the agenda of the shareholders' meeting.

One consequence of shareholders' increasing influence is that the shareholders of ABN AMRO Holding are entitled to approve decisions made by the Managing Board that would lead to an important change in the identity or the character of the company or business and to approve the remuneration policy of the Managing Board.