In this special briefing, we address:
- The risks associated with holding a physical meeting in the current environment
- Alternative options and considerations
- How to encourage safe shareholder involvement through proxy voting
Please note that before acting on any of the below information, we encourage you to carefully review your Articles of Association.
Your AGM gathering – six issues to consider
1 Reduce the scope
As best practice has evolved, shareholder meetings have grown to encompass many features that are over and above the core requirements of an AGM. Given the current situation, it may be sensible to scale back your AGM to the key elements required for compliance.
2 Encourage proxy appointments
The safe, well-practised option of proxy appointments can be further encouraged through specific wording, contained within the Notice of Meeting and voting cards, stating that shareholders’ engagement and safety is of paramount importance. Shareholders should also be encouraged to appoint the Chair as their proxy, rather than taking the risk of naming an individual (including specific board members) who may not be able to attend the meeting and cast the vote.
3 Manage your quorum
Minimise exposure to yourselves and your shareholders by ensuring that you have a quorum through the pre-arranged attendance of employee shareholders. These colleagues will have to be named on the register in their own right, and not hold their investment within a nominee vehicle. You should also consider contingency colleague shareholder availability in case some are unable to attend.
4 Organise your back-up team
Prepare a plan among senior colleagues for replacing the key AGM roles (Chair, CEO, FD, CoSec) with assigned substitutes, or combining those roles, if participation is threatened by health or travel issues. Also, consider extending this approach to other key functions such as investor relations, board support and communications.
5 Scrutineers
Most companies appoint their Registrar as scrutineers of their shareholder meeting. As your Registrar, we would normally attend the AGM in person but, if required, can conduct this role remotely.
6 What about your suppliers?
The contingency planning of your chosen venue will be key, as will the resilience of your outbound print and mail partner in terms of delivering the official notice of the meeting. Ensure that they have plans in place to deliver the quality of service you require in these uncertain times.
Also, can you scale back on security? By excluding guests and advising shareholders to participate but not attend you will minimise the number of attendees and therefore the required number of security staff. This also applies to your costs and requirements pertaining to production/AV, catering, refreshments, exhibition stands etc.
And if you opt for business as usual?
Should you wish to press ahead with your existing ‘open to all’ meetings and not promote non-attendance, you will clearly need to consider some exceptional, additional requirements such as screening, healthcare guidance, plentiful sanitisation, medical support etc.
What are the options for non-physical participation?
Electronic participation encourages wider shareholder engagement by enabling virtual attendance and voting – and does of course mean that your shareholders can avoid the health risks attached to assembling for the AGM in person.
There are several ways in which you can offer electronic participation (detailed below), but your options will depend upon what your company’s Articles of Association allow.
What kind of electronic participation is right for my company?
|
Type |
Description |
Cost |
Included in Quorum? |
Supplier attendance requirements |
Complexity of delivery |
|
Telephony |
Listen only
|
Low |
No |
Remote/in attendance |
Easy |
|
Telephony |
Listen and Q&A
|
Medium |
No |
Remote/in attendance |
Easy |
|
Hybrid |
AGM App and with audio
|
Medium |
Yes |
In attendance |
Moderate |
|
Hybrid |
AGM App with webcast
|
High |
Yes |
Multi-attendance |
More challenging |
We’re here to support you
Even in these unusual and difficult times, Equiniti is here to support you and ensure the successful planning and implementation of every aspect of your AGM. We’ve been working on the potential consequences of the pandemic for several weeks, creating solutions to help you, consistently reviewing them and updating them as the situation develops. We have a dedicated team that will continue to work on this, ensuring that you have the back-up to negotiate this most unusual of AGM seasons.