30 September 2021

Virtual AGMs

GILES RAFFERTY, Corporate Communication and Media Advisor


Talking the talk at virtual AGMs

As AGM season looms large, the Australian Federal Government has given clarity around what will be required to hold a virtual Annual General Meeting during the latter part of 2021. A key change, compared to the COVID-19 inspired temporary arrangements introduced in 2020, is the explicit requirement for virtual attendees to have the opportunity to ask a question orally, whether they are attending a hybrid or completely virtual AGM.

The Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (the Bill) came into force on 14 August 2021, and covers investor meetings and AGMS up to the 31st of March 2022. Alongside the requirement to use technology that allows shareholders attending and AGM virtually to directly ask questions orally, the Bill also allows virtual attendees to be counted todetermine whether there is a quorum present. It also identifies the registered office of the company as the location for a virtual only AGM. The time at the registered office when a virtual only AGM is being held will be the official time for the meeting.

Electronic signatures

In addition, if a document is to be tabled at a virtual AGM, the company must make reasonable efforts to allow members access to the document in advance of the meeting or during the meeting by using screen-sharing technology to display the document. There are also provisions in the Bill that allow companies to execute documents electronically, which means companies can use electronic signatures, electronic fixing of seals and the option to execute a document by having different directors sign different copies of the same document.

Default to electronic documents

Another change that is likely to be welcome by companies is the removal of the obligation to let shareholders know they can receive hard copies of documents, which also removes a significant cost and compliance burden, especially for companies with large share registers. Companies can now send a Notice of Meeting to shareholders by electronic means or alternatively physically post shareholders an advisory note of the electronic address where the notice of meeting can be downloaded. Shareholders do still have the right to request hard copies but the default is electronic delivery.

Updates to a company’s constitution

The Bill’s provisions will be replaced by permanent changes to the rules governing virtual AGM’s that are expected to come into force after 1 April 2022. It is expected that under these permanent changes virtual AGM’s will only take place if a company’s constitution expressly allows it. It will be interesting to see how many companies take the opportunity update their constitutions to ‘hard-wire’ the option to hold virtual meetings in the future.

The obligation to allow for direct interactions between a company and its shareholders who choose to be virtual attendees at AGM’s is likely to mean the Investor Relations team will have to give more thought to how to manage this level of interaction.

31 August 2021

Nailing Your Virtual Events

ROWAN CLARKE, Investor Relations With most of Australia being plunged back into lockdown, and the August reporting season about to merge into roadshow season, there is no getting away from the fact that virtual briefings and meetings are still the only way to connect with shareholders and investors. So in this blog we explore the […]

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30 April 2021

Proxy Advisors in a time of COVID

GILES RAFFERTY, Corporate Communication and Media Advisor The Coronavirus pandemic continues to ravage the world, we canvassed the three main Proxy Advisory firms operating in Australia Ownership Matters, CGI Glass Lewis and ISS to get a sense of what impact corporate and government responses to the pandemic has had on governance and their voting recommendations. Widening […]

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30 July 2020

Assessment of Virtual AGMs — Must try harder!

BEN REBBECK, EXECUTIVE DIRECTOR As the repercussions of the COVID pandemic started to impact the corporate sector ASIC, the Australian corporate regulator, following advice and prompting from their foreign counterparts, allowed Australian listed companies to hold fully virtual Annual General Meetings. ASIC’s pathway to enable virtual AGMs, as they were the first to admit, was […]

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30 October 2019

ASX tightens listing rules

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4 June 2019

Time for Proxy Advisors

GILES RAFFERTY, Corporate Communications and Media Advisor AGM season may seem a long way off for many ASX listed companies but June and July are prime time for engaging with proxy advisors in advance of the peak months of proxy season, between August and October. Proxy advisors play a vital role in helping inform investment […]

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2 October 2018

The Rising Tide of Passive Investment

Dan Jones, Shareholder Analytics and IR The popularity of passive investment amongst institutional and retail shareholders continues to grow and for good reason. Passive funds have outperformed active in each year since the GFC. The term ‘passive’, however, may well be misleading. While it does describe a manager’s approach to automated stock selection and investment, […]

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2 October 2018

Make AGMs great again!

Giles Rafferty, Corporate Communications Annual General Meetings (AGMs) have to happen, it’s the law.  Consequently, the AGM is a regular fixture in a listed company’s financial calendar when the Board can be sure stakeholders are looking their way. This also makes the AGM a valuable communication moment. There are, of course, a number of necessary […]

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3 September 2018

Deal Flow – Retail Investors Have a Point of View

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4 October 2017

RETAIL SHAREHOLDER MEETINGS: LESSONS FROM ACROSS THE DITCH

Ben Rebbeck, Executive Director Kiwis have for some time been seen to be leading their Aussie cousins in numerous areas of social, commercial and legislative progress.  And Investor Relations, specifically in relation to retail-focused shareholder meetings, is no exception. It is easy for Australians to make excuses as to why so often New Zealand leads the […]

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4 October 2017

AGM’s and the changing voting landscape

Dan Jones, Shareholder Analytics & Investor Relations With results and subsequent investor roadshows behind them, many companies have turned their attention to their upcoming AGM. Along with considerations such as shareholder presentations, Q&A preparation, requirements of shareholder analytics and/or proxy solicitation support, etc. thought should also be given to how the voting landscape is continuing to […]

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3 July 2017

How to Engage with Passive Investors this Reporting Season

David Whittaker, Senior Investor Relations Adviser The growth in passive investing is one of the biggest shifts occurring in global capital markets. Passive funds now hold as much as 40% of total US equity market assets, up from around 20% a decade ago*. However, very few companies are adjusting their IR strategy to take account […]

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10 April 2017

The Institutional Voting Process at AGM’s and the Value of Vote Tracking

Daniel Jones, Shareholder Analytics The Scenario We’ve all seen it; a company in the midst of a contentious voting situation at an AGM with management nervously waiting on the final proxy vote count. Less than 48 hours before proxy voting is due to close, a significant number of votes are lodged with the Share Registry […]

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