Steering Your AGM Through the Coronavirus Crisis
Equiniti 900X330

Steering Your AGM Through the Coronavirus Crisis

16 March 2020

A special Equiniti briefing

As the coronavirus (Covid-19) crisis accelerates, many of you will be concerned as to how you manage the risks and challenges attached to holding your AGM. To help you, we have carefully explored the implications of the pandemic and the countermeasures you should consider in order to run a safe, compliant AGM, mitigating risk to all of your stakeholders including shareholders, employees and suppliers.

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.

If you have any questions or require any form of support from us, please don’t hesitate to contact your Relationship Manager or our Head of Meetings, Lisa Graham.

Lisa Graham
Head of Meetings
Lisa.Graham@equiniti.com

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