If you choose to hold a hybrid or online AGM, you should take the opportunity to develop a model that best suits your shareholder community and your organisation — how each organisation manages the event will depend on individual circumstances in the current climate.
It’s important to understand the features, functionality and options of your chosen platform. How will your attendees vote? What options do you have in terms of presenter locations? And how do you communicate the event itself? This post will ensure you’re setup for success when it comes to you next event.
Shareholder Participation: Questions, Commentary and Voting
The interactive elements of your hybrid or virtual AGM may need special consideration in order to find the right balance between enabling the meeting to run smoothly and providing investors and members with a reasonable opportunity to participate.
You may take questions from shareholders and members during the registration process for the AGM and establish an online shareholder Q&A, including questions to the auditor. This should be kept up-to-date with answers up to the deadline for proxy voting.
Questions may also be answered at the AGM during the live stream. ASIC is understood to prefer that shareholders are able to ask questions during the event itself, and most webinar and conferencing platforms enable participants to submit or ask questions. Consider how you will handle these — such as in writing or verbally — and how to handle any follow-up questions.
Consider announcing an event to be held later in the year if you wish to offer stakeholders, such as retail investors, the opportunity to engage with directors at a later date.
Shareholders and members may wish to make a comment, for example, on the remuneration report, at the AGM. Comments may be accepted in writing on most webinar platforms.
Before an AGM, shareholders will have received information on topics to be voted on at the meeting, such as share ownership, the structure of the board of directors, and executive salary and benefits.
You may make proxy materials available online, including your annual report, a proxy statement describing the issues to be voted on, and a proxy card with voting instructions. Materials may also be sent in the mail.
Talk to your technology provider about how to handle proxy voting online on their platform before the proxy voting deadline.
You may decide to enable live voting using online polls on your technology platform. Talk with your technology provider about how to tabulate live and proxy voting during the event.
Presenter options: Studio, External or Remote
There are three main presenting options for your executive speakers when it comes to virtual and hybrid AGMs: presenting from a studio, a physical presentation from an external venue or office that is live-streamed, and presenting remotely over a broadband connection or by phone.
Studio presentations provide the security of a stable video feed with additional technical controls, and may offer the option of having your technology provider manage the Q&A and voting functions. You may also be able to use a green screen background for a highly professional visual look. If presenting from a studio, talk with your technology provider about how they have changed the way they work to ensure the safety of your presenters during the COVID-19 pandemic.
Read our blog – How we’ve changed the way we work.
If filming from an office or external venue location, talk with your videographer or technology provider about how to comply with social distancing during the process, as well as how to manage filming at different locations and switching between them during your live stream, if required.
Remote presenters may need help setting up their webcasting space. Talk them through physically setting up the area so they are presenting from a well-lit, uncluttered, quiet location.
You may wish to supply them with a microphone and webcam to ensure a better video and audio feed — or they may use headphones and their laptop camera. If using their laptop camera, ensure they elevate it to eye level for a better shot. If a presenter’s broadband connection is unreliable or they are uncomfortable on camera, consider an audio presentation with slides.
Phone audio via a teleconferencing platform provides a very stable audio feed and can be a great back-up.
Rehearse the Content and Technology
Rehearse the content and structure of your virtual or hybrid AGM including presentations, Chair and speaker transitions, and shareholder participation, such as voting and questions.
Ensure your Chair has a paper copy of the agenda to hand, as well as access or login information. They need to be very clear about leading the meeting through the agenda and handing over to each presenter to make it easy for investors and members to follow the action.
Train your presenters on the technology they will be using to manage the online and interactive components of the event. If your speakers are presenting to slides, either from home or from their own office, they will need to know their way around the webinar platform you’re using so they can move their own slides. Talk to your technology provider about the training they provide.
If you are taking questions and comments during the live event, your Chair will need to know how to manage this process, as well as voting on resolutions. If they’re presenting from a studio, know what part of the proceedings your technicians can control, and what your presenters will need to manage.
Send your Reminders
With any virtual or hybrid event, the lead-up marketing is crucial to a good turnout and an effective event. Your members or shareholders should be aware when your hybrid or virtual AGM is scheduled and they should have instructions for how to log in to view or participate in the event.
If you’re accepting questions from shareholders prior to the event, or sending out proxy voting materials, you may wish to email shareholders to advise when those options are about to close.
A reminder should also be sent to all attendees with login information the day before the AGM.
If offering teleconferencing as part of the call, consider offering dial-in numbers with free or local call rate options. If teleconferencing is to be used as a back-up, ensure those instructions are clear.
On the morning of your event, have a technical run-through at least 30 minutes prior to the event to ensure all your speakers and presenters can get onto the platform, and their video or audio feeds are stable.
Ensure remote presenters will not be interrupted, especially if they are working remotely with kids and other family members present.
Open the call early if possible to allow for a prompt start and make any technical adjustments that may be necessary.
If your speakers are presenting remotely, you may wish to include short breaks between them to give you time to test the feed for your next presenter.
During your Virtual AGM or Hybrid Event
Ensure you always know who’s participating in the meeting via your in-platform list of attendees.
Comply with your legal requirements by ensuring you have quorum, facilitating shareholder and member participation as required, and keeping accurate minutes of the event. Your webinar platform should enable you to record the event and may also offer a transcription service to facilitate accurate minute-keeping.
Circulate any slide decks while the event is underway if required.
Always ensure your remote presenters have a phone close by in case connectivity is an issue during your event and they need to switch to telephone audio. If you’re using a managed webinar provider, your technology partner will be able to troubleshoot technical issues or call remote presenters into the event if a broadband connection drops out.
If you need to change from a live-streamed video event to a teleconference during the event, it’s good practice to call for a short adjournment to make the change.
Make it Available On-Demand
Consider making the online version of your AGM available on your website. You may wish to open it to all visitors or restrict it to current shareholders.
Typically as much as two-thirds of all webinar views occur on-demand, and you may be opening your company up for consideration by a wider range of possible investors, or the involvement of a bigger membership base, by making your AGM available online.
Talk to your webinar provider about your hosting options. You may want them to host it for you, or you may be able to host it on your own website or use a third-party service.
Case Study: Rio Tinto
A dual-listed company with a calendar-year reporting cycle, mining giant Rio Tinto is on the front line of companies whose AGM will be impacted by the COVID-19 crisis. Its UK arm has already adapted its AGM to meet social distancing requirements and the Australian entity has flagged plans to host a hybrid AGM.
In a recent webinar Redback conducted on the topic of virtual and hybrid AGMs, Rio Tinto Joint Company Secretary Tim Paine explained how the organisation’s listed UK entity had planned to hold a physical AGM in London on April 8, but social distancing measures announced on March 23 had made this unlawful.
The company revised its plans and announced it would hold a physical AGM with the minimum quorum of shareholders present, maintaining social distancing,with shareholders to vote in advance by proxy, and a teleconference to be held after the formal AGM to maintain shareholder engagement.
“Under a different regulatory environment they didn’t have some of the flexibility that we’re seeing here and also market practice in the UK hasn’t as readily embraced the hybrid or virtual AGM,” Tim Paine explained.
“We were forced in the UK to turn up to the venue that was nominated in the notice of meeting and to adjourn the meeting — essentially they stood on the steps of the venue at an appropriate social distance apart from each other and resolved to adjourn the meeting to the office.
“They walked to the office, held the meeting, ran the poll and passed the resolutions. And then to provide shareholders with an opportunity (to participate) they opened up a conference call to hear the chairman’s and CEO’s address and Q&A.
“As it happens, it went very well. No shareholders felt aggrieved that they weren’t part of the formal meeting.”
The Australian listed entity of Rio Tinto issued a notice of a physical meeting for May 7 in Brisbane with plans also to make a webcast available.
“In our case we made plans in March that it’s not possible to follow through on,” Tim Paine says.
In an addendum to the company’s notice of meeting on its website, Rio Tinto urges investors not to attend the AGM in person due to COVID-19, and says it is “investigating possible arrangements for shareholders to participate in the AGM remotely, including holding it as a ‘hybrid’ meeting”.