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.
7. GUARDING AGAINST TECHNICAL COMPLICATIONS
9. AUDIO, SLIDESHOWS AND VIDEO Although audio-only virtual meetings can typically satisfy Canadian legal requirements for holding a virtual meeting, some issuers choose to use slides and/or stream their AGMs by way of webcast. Some governance organizations and shareholders prefer a visual element and the increased transparency it provides. However, setting up the technology to accommodate a visual component entails increased costs and complexity, particularly if the visual component is more elaborate than a simple slideshow. Some issuers are also concerned about the possibility of embarrassing moments being captured on camera. 10. DRAFTING SCRIPTS When preparing the meeting script, issuers should carefully consider the practicalities of running a virtual meeting to ensure that the AGM runs smoothly and anticipates various contingencies. For example, it is important that the script addresses the information that shareholders will need to vote and ask questions during the meeting. In addition, the script should contemplate all speakers stating their names before speaking – particularly if there is no live video component – and muting their microphones at all other times.
Issuers should consider offering a technical support line through which shareholders may obtain assistance and instructions when using virtual-meeting software. Issuers should also have contingency procedures in place in the event of technological problems, such as a power or network outage. To mitigate such issues, we recommend that issuers structure their meeting agendas to conclude all voting and formal business as early as possible during the AGM. In large part due to potential IT issues, many issuers that held virtual AGMs in 2020 skipped their usual management presentations following the formal business; instead they opted to conduct these via more traditional investor calls, accompanied by presentations made available on their websites, immediately prior to their AGMs. It would also be prudent to have individuals on standby to fulfill the roles of chair, secretary, mover and seconder in case any of the individuals intended to act in these capacities experience technical difficulties that prevent them from participating. 8. SHAREHOLDER QUESTIONS How will shareholders be permitted to ask questions during a virtual meeting? For example, must questions be submitted in advance? Will questions be allowed via text messaging in real time or can they be asked live through a dial-in number managed by an operator? See “Responding to Virtual Questions and Comments,” below, for further guidance on best practices for responding to questions and comments.
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Governance Insights 2020
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