With companies who have a financial year end of 31 December 2019, the global pandemic of COVID-19 has forced companies, who would normally have had a physical Annual General Meeting (AGM) within the first six months of 2020, into executing a virtual AGM. From the virtual AGMs undertaken so far, it has become increasingly evident that the role the moderator plays an extremely critical role in the success of a virtual or hybrid AGM.
In March the Australian Securities & Investments Commission (ASIC) extended until July 31 the deadline for companies with a December 31 reporting date to hold an AGM. It gave organisations the green light (via a no-action letter) to conduct a virtual AGM without the need to also hold a face-to-face event — in the process creating a new phenomenon in the world of corporate events.
As organisations have begun to grapple with the practical implications of how to do that, it’s clear new skills are required to run a virtual AGM successfully. Hybrid events that may allow for a smaller physical meeting will also need to be conducted virtually in order for all attendees to have a fair chance of participating, as required by law.
In our recent IRTV Episode, Crucial Insights to Consider when Running a Virtual AGM, our panellists Maria Leftakis, CEO of Morrow Sodali, and Steve Hodkin, Head of Listed Client Services at Boardroom, joined Redback’s General Manager of Digital Events, Sara Drury, to discuss some of these emerging issues.
Sara says the importance of the moderator can’t be underestimated in a virtual AGM.
“Five seconds of silence online is like 20 seconds of silence in the real world,” she says. “It’s keeping everyone on time, launching polls, filtering questions and responding to questions.”
“Their responsibility is so large,” says Maria. “You can’t underestimate the importance of rehearsal and sequencing,” she says, “being able to explain what is happening to the audience and what to expect.”
In a virtual AGM, shareholders need to know what’s coming up and be clear on the meeting agenda without being there to see it conducted.
Also critical to the success of virtual AGMs, in the view of ASIC, is the ability to vote and ask questions. Shareholders need to be aware of how and when to do that in a virtual AGM.
“These things… are critical to the shareholder experience,” Maria says.
On the flip side, failing to run a good meeting risks giving attendees a negative view of the company or, worse still, may demotivate them from participating fully at their next shareholder event, she says.
Companies should avoid “over-moderating” and ensure all participants are transparently and fairly able to have their say, adds Steve.
He said while Boardroom was seeing registered shareholders accessing online portals at about 60% of total shareholder numbers, actual attendance to virtual AGMs was increasing.
“Visitors that wouldn’t go to the [physical] meeting are thinking, ‘If we can look online, we will’.”
Is the moderator the same as the chair of your virtual AGM?
Whether your moderator is the same as the chair of your virtual AGM may depend on the size of your organisation and your usual chair’s comfort level with remote technology.
In virtual AGMs, as in physical AGMs, the chair has the power to preserve order, regulate
discussion by managing a speaker’s ability to ask questions, manage voting procedures and declare a result, and adjourn the meeting.
They must also determine that the meeting has been properly convened and that a quorum is present and maintained throughout the meeting, according to the constitution of your organisation. They must understand the legal and constitutional rules about AGMs, the business and objectives of the meeting, and ensure the agenda is worked through efficiently.
Moderating a virtual AGM also includes managing technical logistics. You may decide that your usual chair is the right choice to do both, or you may decide to have a separate moderator introduce your chair, and provide support when it comes to managing polls, votes and questions.
Whomever you choose, they should be comfortable in the role — which is to say, experienced at running face-to-face meetings, knowledgeable about investor relations, and comfortable speaking to a camera or microphone — or prepared to rehearse until they are.
What is a moderator responsible for during a virtual AGM?
The role of the moderator in a virtual AGM is varied and continuing to develop as organisations become used to holding virtual AGMs. Duties will generally be drawn from the following:
- Welcome to the Meeting
As the first speaker at a virtual AGM, the moderator should welcome all participants to the call, video conference or webinar.
- Timekeeping and Logistics
The moderator must also provide instructions to attendees who may need to access technical support, such as providing your webinar provider’s support line, or telephone dial-in numbers if these are available.
In addition, they should explain how shareholders can take part in any interactive procedures in the meeting, such as voting via live polls, as well as the opportunity to ask questions of the executive team or board, or to comment.
If you will be recording the AGM, notify participants that you will be doing so.
At this point, the moderator will either hand over to the chair to officially open the virtual AGM or begin chairing the meeting.
- Establish Quorum
If chairing the AGM, the moderator will need to establish that a quorum is present — usually two members, unless the company constitution specifies another number.
There should be a plan to determine what you will do if you do not achieve quorum, or if members drop off during the call.
- Agenda of the Meeting
The agenda for the AGM, which will typically include presenting the presentation of company financials, directors’ and auditors’ reports, the election of directors, the passing of resolutions and the appointment of an auditor, must be set out verbally as well as in your AGM slide presentation.
The moderator should step attendees through the points at which votes, and questions will be taken and outline the expected time-frame for the meeting so expectations are clear from the outset.
The introduction of speakers should be closely scripted, so the sequence of events is clear to all participants and the meeting keeps to time.
Some speakers may also be presenting remotely, so the introduction must be very clear to all participants, including any that are unable to follow the meeting visually.
- Taking Questions
These will normally be submitted either in advance of the meeting, in public or private chat during the meeting, or verbally via teleconferencing technology.
In a large shareholder meeting, the moderator should have a team of people to help triage the questions that come in so that duplicates are aggregated, and all members have a fair opportunity to be heard.
Otherwise the moderator will filter the questions to ensure the main topics are covered and either ask the questions or pass these to the chair to put to the relevant executives.
- Voting via Polls
Ahead of a virtual AGM, votes and proxies may be submitted and tabulated early.
However, as ASIC is understood to prefer live voting, the moderator may launch polls and call for attendees to make their preference — for example to accept the remuneration report — clear by selecting the appropriate multiple choice response.
Depending on the technology used, live votes may be tabulated instantly or physically counted and announced at the meeting. The moderator should explain the process to shareholders and will either announce the results or pass these to the chair.
- Adjournment and supplementary business
After the conclusion of the business of the virtual AGM, the meeting may be adjourned for members to meet the executive. In a physical meeting, this could include discussions over tea or coffee. In a virtual world it may include discussions in virtual chat rooms.
The moderator should make the process clear, or if a later physical meeting is to be held to enable shareholders to make contact with executives, that may also be flagged.
A well-managed virtual AGM should be a fulfilling experience for all stakeholders, providing the access and opportunity to participate that is required under corporations’ law.
It should also be mentioned that the more familiar an organisation is with any shareholder issues and the questions that are likely to be asked ahead of the virtual AGM, the better they will be able to manage that experience.
Redback Connect provides premium webinar, video conferencing and teleconferencing technology and services to enable organisations to communicate with stakeholders at a distance. Contact one of our consultants if we can help you run your virtual or hybrid AGM. Contact on – firstname.lastname@example.org