AGM Season Guide for 2022

Ahead of the peak AGM season down under, the Governance Institute of Australia has issued a comprehensive guide to holding AGMs for companies and organisations of all sizes. In addition to being a step-by-step guide for companies, the report is also intended to assist readers with the situations and issues frequently encountered in relation to AGMs.

In this guide, the Governance Institute of Australia looks at AGMs in its current regulatory form considering rights of members, obligations of the company and how those rights and obligations should be met. Outside of the regulatory framework, much attention is drawn to focusing and delivering on member engagement as a key factor in effectiveness of AGMs and as the reason for its overall purpose, as described early in the guide.

One of the most notable developments regarding company AGMs, and cited in the guide’s introduction, is the recently updated Corporations Act which has been amended to allow organisations to facilitate meetings in a hybrid or, where the company’s constitution expressly provides it, virtual format. The Corporations Amendment Act 2022 also introduced new provisions regarding electronic shareholder communications (including the permitted methods of sending a notice of a general meeting) and electronic signing of documents.

The 2022 season will be the first under the new laws that permanently allow hybrid and online meeting options. Commenting on the new legislation, CEO Megan Motto stated that this long overdue update means many organisations are currently navigating a newly flexible, digital landscape for their AGMs.

“Following a major campaign by Governance Institute, temporary regulatory relief introduced during the pandemic allowing companies to meet and communicate with members and shareholders using technology has been made permanent. And that means that all eyes will be on AGMs this year as the new formats are put to the test.” – Megan Motto, CEO, Governance Institute of Australia.

Tying in with the new legislation will be increased stakeholder focus on how companies use this technology to improve their ability to facilitate and encourage greater participation at meetings, a recommendation of the Corporate Governance Principles and Recommendations. Considerations for companies include using technology to allow members the opportunity to provide questions or comments ahead or during the AGM as well as using technology to maximise live participation from large or geographically diverse registers. The guide goes on to provide key tips for issuers on using technology to conduct their meeting.

Regarding the use of technology, Ms. Motto went on to say: “There are many logistical aspects that need to be worked through in advance of an AGM to ensure the use of technology during the meeting is seamless, particularly in relation to how questions will be conducted.”

In its guide, the Governance Institute of Australia also draws attention to ESG issues which continue to be a focus of both shareholder requisitioned resolutions and shareholder questions at the AGMs. These issues cover topics such as climate change and management “Say On Climate” resolutions, engagement with Traditional Owners, indigenous rights and heritage, supply chain, workplace diversity and human rights.

For more information, the news update and guide can be found here: News & media (governanceinstitute.com.au)