Virtual and Hybrid AGMs: Keeping them efficient and engaging
As many companies continue to grapple with operating remotely and the effect this has on management activity such as board meetings and strategic planning, often thought done best face to face, the AGM is yet another event in the diary to be considered.
Last July the Corporate Insolvency and Governance Act 2020 (the “CIGA”) relaxed some of the requirements of the Companies Act 2006 in relation to the holding of general meetings in a COVID-compliant manner, permitting companies to hold entirely (or partially) virtual meetings, or to limit the number of attendees to the required quorum as set out in the company’s articles of association.
The enabling provisions offered by the CIGA expired on 30 March 2021. Companies holding AGMs or other general meetings after this date should take a pragmatic approach to the organisation and planning of their meetings, and carefully consider how best to safely hold those meeting in line with any associated guidance both in place at the time the meeting notice is dispatched and at the time of the meeting itself.
Now that the AGM season is in full swing, it is worth reminding those faced with facilitating remote meetings of some of our tips to make sure they go as smoothly as possible.
Prior to the meeting
- Ensure dedicated areas of the company website are frequently updated so shareholders can access the latest information regarding the status of the AGM;
- If choosing to proceed with a digital element to the meeting, ensure clear and timely instructions on how to join a meeting are be published in the notice of the meeting;
- Where an option to ask a question prior to the meeting is provided, supply additional information on how to submit questions for the AGM within the notice;
- If registration and verification is required to access a digital meeting (i.e. Shareholder ID) shareholders should be provided with access codes via their preferred method of communication in advance of the meeting. Instructions should be clear and concise;
- Companies may wish to consider the use of a dedicated contact area/email address to allow shareholders to ask any questions about the status of the meeting;
- A dedicated AGM email address and a contact number for the Registrar should be provided to shareholders; and
- Although audio-only calls are relatively easy to use, the recommendation by the FRC is to use a webcast to enhance the shareholder experience.
During the meeting
- Questions should be facilitated in real-time, both for those shareholders who attend in person and those who choose to attend remotely;
- Companies should upload Q&A transcripts of all submitted questions onto the company website following the conclusion of the AGM;
- If no questions or queries are submitted to the company prior to the AGM, a Q&A providing useful information could be published on the company website;
- Enough time should be given for shareholders to submit questions, with best practice allowing questions to be emailed in up to the morning of the AGM;
- If a company is considering grouping the questions received from shareholders, it should be made clear in advance that questions may be grouped, setting out the reasons for this approach, with suitable contact being made to those shareholders who have submitted similar questions, to ensure they are content with their question being grouped prior to the meeting;
- Unreasonable limitations on the number of characters in a question should be avoided;
- If a live question facility is provided, shareholders should be made aware that questions are moderated;
- If possible, the questions submitted at the AGM, along with answers, should be visible to all members that attend the AGM;
- If technology allows, any written Q&A function should be activated by the start of the meeting to ensure shareholders have sufficient time to submit questions; and
- An opportunity for shareholders to follow up on the given answer, particularly in a virtual format, could be enabled to ensure that matters raised at the AGM have been properly addressed.
Whether companies opt for a closed meeting with an interactive element, a hybrid meeting or a fully virtual meeting, it is important that companies make shareholder engagement a key focus of their 2021 AGM.
To read our full guide on remote AGMs click here and get in touch if our company secretarial team can help.
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