2025 Continental Europe Proxy Season Preview

• European competitiveness: Following the results of the 2024 European elections and the release of the so-called Draghi-report, European competitiveness has emerged as a key priority and a major stewardship theme. European competitiveness is a broad theme affecting various aspects, ranging from sustainability reporting requirements to cross-border M&A activity in the banking sector.
• Scaling back on sustainability disclosure requirements: On Feb. 26, 2025, the European Commission announced its first set of simplification efforts aimed at offering administrative relief and reducing sustainability reporting requirements under CSRD and CSDDD, including a two-year postponement of reporting.
• Gender diversity: The transposition of the European Directive encouraging gender diversity remains incomplete, despite the transposition deadline having passed. Continued, but slow, progress on this topic is expected from European Member States that have not adopted the quotas previously (particularly in Eastern Europe).
• Meeting format: While the debate on meeting formats has largely been settled in most of Europe, it remains an ongoing issue in a few specific markets. Italian companies may opt for so-called closed-door general meetings until the end of 2025, obviating the AGM as a platform for constructive dialogue with shareholders. In Germany, the 2025 AGM marks the occasion where many companies have to seek shareholder approval to renew authorizations to convene virtual-only shareholder meetings.
• Governments’ role in governance of listed companies: In various European markets, the State is playing a role in the governance of listed companies where the state holds a stake. In Spain, the State is exerting its control over such companies. In Romania, certain problematic State appointments needed to be reversed to unblock European funding. Lastly, in Poland, there are continued inquiries into the dealings of representatives of the previous government at listed companies (including mismanagement, nepotism, and misuse of funds for political purposes).
• Consolidations in the financial sector: While there is much debate in Europe regarding cross-market consolidations in the financial sector, financial players in Italy have taken concrete steps. Since the second half of 2024, several players have made tender offers, but a web of existing cross-holdings further complicates many of the situations. AGMs in the Italian financial sector are expected to be shaped by the debate on financial market consolidation.

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