Revision of the EU Shareholder Rights Directive – ecoDa Position
In its contribution to the European Commission’s review of the Shareholder Rights Directive (SRD II), the European Confederation of Directors Associations (ecoDa) provides a measured and pragmatic assessment of the Directive’s effectiveness and future direction. The position reflects the experience of board directors across Europe and raises fundamental questions about the actual impact of SRD II on corporate behaviour.
ecoDa’s position notes that, while some improvements in shareholder engagement - particularly between institutional investors and boards of directors - have been observed, it remains difficult to attribute these developments directly to the Directive. The organisation cautions against the assumption that regulatory intervention alone can foster meaningful engagement, emphasising instead the importance of market dynamics, ownership structures, and governance culture. Against this backdrop, ecoDa advocates a more cautious regulatory approach, centred on simplification rather than further expansion.
A key message is that certain areas should not be revisited, as they risk creating disproportionate legal complexity with limited added value. In particular, reopening questions around shareholder identification and the definition of shareholders, both of which could have unintended spillover effects on national company law frameworks.
At the same time, ecoDa identifies transparency improvements as a targeted priority. It calls for enhanced disclosure by proxy advisors, notably regarding their methodologies and the extent to which they take account of national governance contexts. Improved transparency is also encouraged for institutional investors and asset managers, whose engagement practices are often perceived as formalistic and insufficiently substantive.
The position further highlights the need to simplify several core components of SRD II. The current framework on related party transactions is considered complex and fragmented across Member States, with limited evidence of practical use. Similarly, remuneration policies are often viewed as overly standardised and of limited influence on actual pay practices, suggesting that a stronger focus on disclosure may be more effective. Flexibility in the organisation of general meetings, particularly through digital formats, is supported with recognition that increased accessibility does not automatically translate into stronger engagement.
Overall, ecoDa calls for a recalibration of SRD II: away from additional prescriptive regulation, and towards a more proportionate framework that prioritises simplification, respects national specificities, and enhances transparency where it is most meaningful.
Read the full position paper from ecoDa below