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Whereas proponents suggest that say on pay would create pressure on boards of directors to reduce executive compensation levels and stimulate the dialogue during and outside general meetings, opponents are more sceptical.

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The discussion on (how to structure) executive pay is fiery and not only involves shareholders, politicians and academics; media, too, have drawn considerable attention to high levels of executive pay to so-labelled ‘fat cats’, The Netherlands was a frontrunner, introducing its say on pay empowerment of shareholders in 2004.

In this system, shareholders have a mandatory say on the company’s remuneration policy.

Although many articles have been written on executive pay and the body of say on pay literature is growing, a long-term analysis of the evolution and effects of say on pay is lacking.

The Dutch say on pay has already existed for over a decade and thus provides an opportunity for an extensive evaluation of its effectiveness and effects.The general meeting of shareholders appoints the members of the supervisory board.The supervisory board must develop a profile of its composition, size and the required expertise of its members that it must discuss with the general meeting of shareholders and the works council.Since, according to the agency theory, the latter two tend to behave opportunistically, appropriate incentives need to be installed to align the interests of shareholders with those of executive directors and management.In this view, performance-linked director compensation is an effective corporate governance tool that can be used to create these appropriate incentives.The law provides that the general meeting the remuneration policy, which made the Dutch approach unique for a long period of time.

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