Institutional investors, corporate governance and stewardship codes Problems and perspectives (original) (raw)

This paper analyses the role that the Stewardship Codes can play in regulating the voting decisions of institutional investors in the shareholders' meetings of the companies in which they have invested. The issue is particularly relevant if we consider that the European directive on the rights of the shareholders, starting from the assumption that the lack of interest of shareholders in listed companies has been one of the factors behind the financial crisis of 2007/2008, insofar as it encouraged speculative behavior by managers, assigns to institutional investors the task of monitoring the conduct of directors and exercising their voting rights ('engagement') in order to ensure the balanced growth of the value of the shares that is sustainable in the long term. However, this approach of the European legislator comes up against a series of uncertainties. Firstly, the technical meaning of terms such as 'engagement', 'stewardship' or 'activism' of institutional investors is unclear. Secondly, there is doubt as to whether institutional investors have adequate incentives to exercise careful and continuous monitoring of investee companies. At least in the case of traditional investors, in fact, the diversification of investment portfolios and the consequent reduced size of the shareholdings held in each JEL Classifications: G34, G38, J33, K22, M52.