ICGN cautions against rise of virtual-only AGMs diminishing shareholder rights

ICGN’s Statement on Post Covid AGM Practices and Shareholder Rights cautions against a rise in the number of companies organising virtual-only AGMs following changes in regulation in many markets, ICGN asserts this comes at the expense of shareholder rights, diminishing board accountability. 

ICGN advocates that the preferred approach to Company Annual General Meetings (AGMs) is a hybrid format, which should replicate as closely as possible the in-person AGM experience, to enable constructive interactivity between shareholders, the board of directors and senior management.

The Covid pandemic caused many Governments to enact emergency legislation to allow for companies to conduct virtual-only AGMs, for example via electronic or audio means. Shareholders pragmatically understood the necessity of virtual-only AGMs during the pandemic when there were limitations on gatherings for health and safety reasons.

Shareholders are tolerant of the need for fully virtual AGMs only in extremis or in the event of ‘emergency’ situations. It must be recognised by companies and regulators alike that this format comes at the expense of watered-down shareholder rights. We are no longer in an ‘emergency’ situation, and it is not necessary for companies to restrict AGMs to a virtual-only format. A hybrid approach is optimal, allowing for both in-person and virtual participation by shareholders.

The ICGN Global Governance Principles – first adopted in 2001 and referenced by ICGN Members in voting policies and company engagements and who today represent $70 trillion in assets under management – clarify the importance of an interactive and inclusive AGM experience for shareholders, run in a democratic and equitable way. The Statement reiterates ICGN’s expectations around AGMs, for the attention of companies and regulators.

ICGN’s CEO, Kerrie Waring, said: “ICGN calls on companies to host hybrid AGMS and for regulators to discourage the practice of legal changes to allow companies to adopt virtual-only AGMs. Companies must commit to provide for hybrid AGMs to allow global investors to have the option of virtual or live participation. We also encourage regulators to adequately consult with shareholders and stakeholders in the event any changes to regulation or legislation regarding the format of AGMs, particularly matters impacting shareholder rights, are being considered.”