CHAPTER 05 Let’s Take This Online: Virtual Shareholders’ Meetings in 2020 and Beyond
Spotlight (Cont'd)
3. PROXY MATERIALS Issuers should consider what information is material and should be included in their public disclosure documents regarding holding or switching to a virtual meeting format (especially when moving to a virtual- only format). Issuers should consult the policies and guidelines of influential corporate governance advisers and institutional investors regarding recommended best practices. As many of the participation features and voting mechanics of virtual AGMs can differ from traditional in-person AGMs, blind reliance on prior years’ proxy disclosures is fraught with risk. Materials should be customized to ensure that they accurately and completely reflect the processes to be followed to maximize shareholder participation.
5. ACCESSING THE MEETING Issuers must decide whether to permit persons other than shareholders and proxyholders (such as analysts, employees or media representatives) to attend their virtual AGMs. A large majority of Canadian public companies allowed non-shareholders to attend their virtual AGMs as guests in 2020, but implemented controls that prevented them from voting or asking questions. Issuers must also determine whether to publish the audio or webcast recording of the meeting on their websites following the AGM. Doing so is a best practice because it affords shareholders that were unable to attend the meeting the opportunity to listen to and/or view it at their convenience. 6. SHAREHOLDER PROPOSALS Consideration must be given to the way in which shareholders will be permitted to present shareholder proposals, be it in real time through a dial-in number or by pre-recording an audio or video statement. Currently, the most common method is an operator-assisted phone line that shareholders putting forward a proposal can call during the meeting. Whatever method is chosen, every effort should be made to ensure that shareholders have the ability to participate to the same extent that they otherwise would at an in-person meeting.
4. SHAREHOLDER AUTHENTICATION AND VOTING
Issuers must be able to verify that each participant remotely accessing a virtual AGM is a legitimate shareholder or a duly appointed proxyholder. This task is usually delegated to a third-party service provider, and verification is most frequently accomplished through the unique code inserted in each shareholder’s proxy materials that is used to access the meeting’s online portal. Capable scrutineers and vote tabulators are key to ensuring a fair, reliable and verifiable voting process; this is particularly important given the complexities inherent in the proxy voting system – complexities that can be magnified when voting via webcast or telephone is permitted in addition to voting in person and by proxy.
75
Davies | dwpv.com
Powered by FlippingBook