Shareholders Directive and its Impact on Corporate Governance

This thesis looks at how the Shareholder Rights Directive II (SRD II) has affected corporate governance in Europe, with UniCredit used as the main case study. The focus is on how the directive has changed shareholder rights, executive pay, transparency, and the ways investors take part in company decisions. Comparisons with other large European banks are also used to show where practices are becoming more similar and where they remain different. The study begins by setting out the background, both theoretical and legal, to explain how corporate governance and shareholder engagement have developed in Europe. It then examines the history of the Shareholder Rights Directive, outlining what SRD II added to the earlier framework and why those changes were considered important. From there, the research turns to the practical side, looking at how the directive works in practice through topics such as shareholder identification, the influence of proxy advisors, rules on remuneration, and the wider effort to bring shareholders closer to the companies they own. The UniCredit case shows what this looks like in reality. The bank has introduced clearer reporting on executive pay, provided more transparent governance information, and created stronger opportunities for shareholders to take part in annual meetings. When set against the experience of banks in France and Germany, the case also highlights how much national rules and traditions still matter. These comparisons show that, even with SRD II, there remains a balance between EU-level harmonization and domestic approaches to governance. The findings suggest that SRD II has improved corporate governance and strengthened shareholder rights, but that its results are uneven. The impact depends heavily on local law, regulatory oversight, and market culture. This thesis adds to the debate by offering both a legal and empirical view of the directive, showing where it has been successful, where it falls short, and why it matters for the future of governance in Europe.