CHAPTER 05 Let’s Take This Online: Virtual Shareholders’ Meetings in 2020 and Beyond
RESPONDING TO VIRTUAL QUESTIONS AND COMMENTS Shareholders and duly appointed proxyholders have a fundamental right to speak and be heard at an AGM, subject to certain limited exceptions. Regardless of the means by which questions are submitted, as a best practice, all proper questions relating to an issuer’s business should be read aloud and answered at the meeting. Although this could create an awkward dynamic in certain situations, including when the comments are critical of the issuer or members of its leadership team, it is imperative that all proper questions and comments be addressed as they would be at an in-person meeting. As Q&A sessions can be quite time-consuming, we recommend that issuers employ the following techniques to ensure that questions are dealt with both appropriately and efficiently: – It is advisable to provide a means by which shareholders and duly appointed proxyholders can submit questions prior to the AGM. This will provide an issuer with the opportunity to consolidate the questions, as appropriate, and answer them at the relevant time during the AGM. It can also facilitate planning for the meeting by ensuring that the issuer’s representatives are well prepared to respond to the concerns that are most important to the issuer’s shareholders. – At the outset of the AGM, when describing the meeting procedures, the chair should clearly outline the protocol for shareholders and proxyholders to speak at the meeting. Typically, this will require speakers to wait to be recognized by the chair and then to identify themselves as registered shareholders or proxyholders. The chair of the meeting should consistently follow the articulated protocol throughout the meeting to promote the fair and equitable treatment of those entitled to speak and to preserve the integrity of the meeting. – When the same or similar questions are asked by several shareholders and proxyholders, it is acceptable to respond to those questions together as long as the substance of each proper question is addressed. It is common practice to have a representative of the issuer (such as its general counsel or secretary) marshal the questions, although in some cases it may be appropriate to appoint an independent moderator to fulfill this role. In either case, it is crucial that the individual managing the questions does so in good faith to avoid potential criticism.
Regardless of the means by which questions are submitted, as a best practice, all proper questions relating to an issuer’s business should be read aloud and answered at the meeting.
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Davies | dwpv.com
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