Digitisation is a global trend. E-commerce, digital payments, internet banking, the Internet of Everything (IoE), to name some examples, and now AGMs.
Is the Traditional AGM Still fit for Purpose?
For the majority of companies the simple answer would probably be no. Many only have a handful of private investors attend their event. The majority of shareholders vote by proxy ahead of the meeting, meaning that very few attend to cast their vote on the day and engage with the Board of Directors. While this could be interpreted as a lack of interest, there are practical considerations to take into account for many shareholders. These include their geographical location, time away from the office and access to transport to name a few. As a result, they’re unable to attend even if they wish to do so.
The Benefits of Going Virtual
For many years holding a physical AGM was the only option. Since August 2009 companies incorporated in the UK have been able to hold virtual AGM’s as a result of section 360A of the Companies Act 2006 inserted by the Shareholder Rights Regulations 2009.
Last year Jimmy Choo plc was the first company to hold a fully virtual AGM. No physical location. Shareholders were invited to participate virtually via an app or online platform and conference call. They listened to a presentation, were able to ask questions and voted, all electronically.
Jimmy Choo repeated the exercise this year, a clear sign of confidence in this alternative format to the traditional AGM. EQS was delighted to be involved and provide the solution both years in partnership with Lumi.
Shareholders can join the AGM virtually via an app or online platform and conference call and paricipate wherever they are.
While the benefits of a virtual AGM will vary from issuer to issuer, they can be summarised as follows:
- Increasing investor access to the AGM is one of the most important points. Shareholders can participate from anywhere regardless of their location.
- Corporate Governance best practice – enabling increased investor participation and access to the Board is in line with corporate governance best practice.
- Environmental considerations – less travel by shareholders and the Board (if the Board members don’t all travel to one location) reduces the company’s carbon footprint.
- Time & cost savings - for issuers who pay for a venue, there could be significant cost savings. As board members and shareholders don’t have to travel, they save on time and money.
- Improved shareholder perception through efficient use of modern technology.
Hybrid is Also an Option
A fully virtual AGM might not be appropriate for all companies and this will to some extent depend on the makeup of their shareholder base. For example, companies who have a high level of attendance at their AGM and who are looking to further increase access to their AGM may wish to consider the hybrid option: in room and virtual shareholder attendance at the AGM at the same time. In fact, EQS Group does this for its own AGM.
And Finally, Some Considerations
For listed companies who wish to go ahead with holding a virtual AGM, the first consideration is ensuring that the Articles of Association permit it. A number of companies have made changes to their Articles this year enabling them to hold AGMs virtually in the future. It’s worth noting that there has been no opposition to this by shareholders approving the resolution. For companies coming to market, we recommend that the power to hold a virtual AGM is enshrined in the Articles, even if there is no intention to use it in the short term.
While virtual AGMs may be new in Europe, internationally, this is a growing trend. For example, in the US over 200 companies have had virtual AGMs so far this year compared to only 90 in 2015. These include blue chips like Ford, Hewlett Packard and Paypal. Investors with international investment portfolios will therefore already be used to the concept.
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We often receive questions from companies about the older demographic and not wanting to exclude them from being able to attend the AGM. On the contrary, we would argue that the virtual AGM actually further increases accessibility for this group and this is supported by the latest internet access statistics from the ONS (dated April 2017). In particular, recent internet use by the 65 to 74 age group in the UK has increased from 52% in 2011 to 78% in 2017. Moreover, 90% of households now have internet access in the UK and unsurprisingly almost all adults aged 16 to 34 years (99%) were recent internet users. This clear progress should help persuade more reticent companies that barriers to digital progress have all but been eliminated.
Is the Virtual AGM Right for Your Company?
We believe that fully virtual and hybrid AGMs are the future. Since the Jimmy Choo AGMs, interest from FTSE 100 to AIM companies has been very high and we’re looking forward to working on more projects in partnership with Lumi.
We’d be happy to chat through the specificities of your company and its shareholder base to see whether a virtual AGM is something that you should be considering. Please don’t hesitate to get in touch.