What do issuers need to consider when moving to a virtual AGM?
If your company is considering a move to a virtual or hybrid AGM, you will need a solution which fulfills the following requirements:
- Full image and sound broadcast of the entire event
- Secure authentication process
- Digital transmission of proxies up until online voting
- Option to send questions in text form via digital communication channels which can then be read out and answered by the board
- Prior to the meeting: sending electronic access data to shareholders so they can access the online shareholder portal
In markets where there hasn’t been any new legislation, like the UK (as of mid-April 2020), companies need to check that their Article of Association allow them to carry out hybrid AGMs. If this isn’t the case, this is no doubt the year to consider making this change to Articles to allow for more flexibility in the future.
In most US states, companies are generally able to hold either hybrid or virtual-only meetings without seeking shareholder approval. The SEC issued guidance on March 13 providing regulatory flexibility to companies that wish to change the date or location of their shareholder meeting or switch from an in-person meeting to a virtual meeting because of COVID-19.
Last updated: April 2020