Company secretaries weigh challenges, opportunities of virtual AGM

Planning and running a virtual AGM is a dramatically different experience from running a live event, and company preparing for forthcoming virtual and hybrid AGMs in the next few months should draw on the experience of those companies who went through it earlier this year, according to recent panel hosted by Computershare.

Warren Bailie, company secretary at Woodside Energy, Jane Bowd, executive general manager, board services at IAG, Lyn Nikolopoulos, company secretary at CIMIC Group, and Marnie Reid, head of shareholder services at AMP weighed in on managing the conversion from live AGM to virtual events in the span of weeks from the onset of the COVID-19 pandemic in Australia to each company's AGM during the min-AGM season.

Woodside Energy's AGM was 30 April, and Bailie noted that the key challenges was setting up the technology to enable the speeches, including full rehearsals for the chairman and CEO, which, he noted, was not something the company normally did in the event of a live event. Managing the Q&A process was also challenging, with Bailie noting that they permitted shareholders to ask questions via video, but not via a telephone dial in.

"We had a lot of questions coming through, and we had a protocol and process on how we manage questions as they come through," Bailie said.

Reid explained that AMP canvassed shareholders for questions in advance, noting that having the questions in advance allowed Chairman David Murray to address some of the issues in his speech.

Bowd, who recently joined IAG, was with Coca-Cola Amatil for its AGM, and she noted that managing the uncertainty of how and when an AGM could be held to satisfy public health and legal obligations was key.

"Start earlier in your preparation than you would need to," she urged the audience. "The thing that's really important in your role is to stay up to date with what is happening with different government announcements, including ASIC's guidance and the ASA [Australian Shareholders' Association] guidance. Be cognisant of what that guidance is."

Bowd's preparation with Coca-Cola Amatil included scenario planning for technical failures, and how to assure board members - including ones from overseas - could access the AGM effectively. Coca Cola Amatil also opted to take shareholder questions in advance, via the online platform and using a phone line, which warranted further management.

CIMIC Group's AGM was complicated by the fact that their constitution did not permit the company to hold a totally virtual AGM, which resulted in the company holding a hybrid AGM in Sydney. CIMIC group also has overseas directors, including Executive Chairman Marcelino Fernandez Verdes, who is based in Spain.

"We had directors based in Spain, Germany, the US, Melbourne, Brisbane and Sydney," Nikolopoulos noted. "We appointed out tech providers and they spoke with everyone. They had their preferred providers in those countries that they had worked with before and made sure they tested the tech before the directors were on the phone."

CIMIC Group held three rehearsals to make sure the meeting would run smoothly, Nikolopoulos noted.

"One thing with holding a tech-based AGM, your script is really important," she said. "That's one of the things we learned from the very beginning - making sure the script runs smoothly and everyone knows when directors are coming in. ... Our chairman is actually based in Spain. If for example, something dropped out in Spain, we would continue holding the AGM through the chair appointed in Sydney. That's something we realised when we were testing the tech."

All four experts emphasised planning for contingencies, up to and including a surprise adjournment related to technical complications. They also discussed the optics of a virtual AGMs, noting that it was not optimal to take the format of a real AGM and shrink it to fit on a computer screen, but rather consider it as an event that requires a different element of staging. Bowd moderated the Q&A portion of the Coca Cola Amatil event, and several of the panellists spoke of showing their board chairs and senior executives video of the rehearsals to help them optimise their presentation in a new, virtual format.

"It's going to be a different experience because you have the opportunity to engage people clearly upfront, as opposed to everyone on the screen today who were fumbling to engage people on the run," Reid of AMP noted. "Make the process simple and streamlined and it should be a really great experience for people because of what we've already gone through."

All four emphasised the utility of looking at webcasts of companies that held virtual AGMs already to see examples to learn from.

"I think the other thing is just to be mindful of the experience and looking at other people's AGMS and understanding the outcomes," Nikolopoulos said. "I do query if we will be holding physical AGMs going forward. The physical ones are providing tea and coffee, but the virtual, I found people are participating a lot more."

Read more: CIMIC GroupCoca-Cola AmatilComputershareIAGWoodside EnergyJane BowdLyn NikolopoulosMarnie ReidWarren Bailie
Link to something mMhgH84q