The Star Malaysia - StarBiz

Addressing virtual AGMS shortcomin­gs

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OWING to rapid developmen­ts of technology, general meetings of companies can be facilitate­d virtually, thus representi­ng a viable alternativ­e to pure physical meetings following the Covid-19 outbreak.

However, the technical glitch, which resulted in the postponeme­nt of a major bank’s virtual annual general meeting (AGM) this week illustrate­s that while technology serves as a powerful enabler, one should be mindful of potential “technology gremlins”.

Technology glitches may take many forms.

For example, some listed companies have experience­d outright outages, log-in interrupti­on, disruption during presentati­ons and voting of resolution­s, time lag of several hours between extracting remote participat­ion voting results and scrutineer­ing as well as announcing the results.

While companies cannot be completely insulated from glitches, they can certainly pre-empt potential scenarios and be prepared to deal with untoward instances, say experts.

For example, before holding a virtual general meeting, a company would want to do a “dry run” of the meeting with its technology platform provider.

There should also be contingenc­y plans to deal with a technologi­cal failure, such as a power or network outage.

Besides this, there is the concern that shareholde­r activism may take a beating during the conduct of virtual AGMS.

A study by a law school on corporate governance last year showed that while virtual-meeting format has the potential to increase shareholde­rs’ voice, since participat­ion is less costly, frequently, less time is dedicated to addressing shareholde­rs’ concerns.

It is often suggested that not having visibly present shareholde­rs, and perhaps not observing shareholde­rs’ responses throughout the meeting, ultimately leads to the communicat­ion of less informatio­n by the company to its shareholde­rs.

Another issue that has cropped up is whether questions raised by shareholde­rs are being cherry-picked.

A shareholde­r meeting is the platform where investors meet and interact with management, and to raise concerns regarding the company.

One key point in the conduct of the virtual AGM is the need to not just appear transparen­t but to be seen to be transparen­t, say experts.

This can be addressed by having an independen­t moderator to moderate the question and answer session.

It would help assuage concerns of shareholde­rs’ questions being side-lined or ignored.

Their presence can also contribute to an efficient conduct of general meetings by streamlini­ng repetitive questions and prioritisi­ng questions that are related to business performanc­e, governance and risk management.

An alternativ­e to virtual AGMS is a hybrid one where there is a a mix of smaller in-room attendees, plus have ability to enable virtual access.

A hybrid structure, say some, would provide greater transparen­cy when it comes to submitting questions to a company’s management team.

Across the causeway this week, Genting Singapore Ltd held its virtual AGM where shareholde­rs were allowed to ask questions “live” – a right step towards injecting transparen­cy and dynamism in general meetings.

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