³ÉÈËÓ°Òô

Changing the date of the AGM

In our study we investigated whether companies were postponing, delaying or adjourning the date of their AGM.

The vast majority of companies (92%) have not changed the date for their AGM (although some of these may not have previously decided a specific date by the time the crisis accelerated). However our analysis indicated examples of companies postponing and adjourning their meeting depending on circumstances specific to each company, eg:

• Glencore plc has  that it is postponing its meeting from a previously announced date of 6 May 2020 to a new date that will be indicated by 31 May 2020

• FDM Group (Holdings) plc has  that it is postponing its AGM from 29 April 2020 to a date (as yet unspecified) to be no later than 30 June 2020, and

• Johnson Service Group plc, one of the few companies to have  its AGM, has adjourned the meeting to a new location at a different time on the same date

Form of AGM

The majority of companies (75%) are only allowing restricted attendance at their AGMs, with physical attendance by only specific individuals (usually senior officers or employees of the company) to ensure that the AGM is quorate. Others have opted more specifically for a hybrid or virtual form which allows a more formal electronic mode of participation.

Sanne Group plc is among the few companies that have not explicitly restricted attendance for its AGM. However, the company has  that it expects the movement restrictions to be lifted by the planned time of its AGM and that in the event that the compulsory measures are not lifted, the company will look to postpone the meeting.

Companies have so far been relatively slow to embrace holding hybrid or virtual-only AGMs, with the latter encompassing just 2% of the data set. While wholly virtual meetings have generally been unpopular with regulators and institutional investor organisations, it is clear that the emergency measures being considered in the wake of the coronavirus pandemic mean that much greater flexibility is required to allow companies, albeit temporarily, to achieve the AGM approvals that they may need. It should be noted however that the CGI Guidance or Supplement does not specifically promote virtual-only AGMs, instead emphasising that companies must operate within the law and within the bounds of their own constitutions (see ).

Additionally, some companies are yet to announce the form in which their AGM will take place.

Amending the articles of association

A majority of companies (80%) in the data set have not announced amendments to their articles of association, with a few companies yet to announce their arrangements (9%) and a limited number of companies proposing amendments. So far, only FTSE 350 companies have proposed amendments to their articles, with the majority of those being FTSE 100 companies.

Of the companies that have proposed amendments to their articles, the most commonly proposed amendment has been to allow the company to hold hybrid meetings. The companies that have made these proposed amendments are:

• , and

All of the previously mentioned companies except Vistry Group plc have explicitly clarified that the amendments will not allow the company to hold general meetings on an exclusively electronic basis.

In its notice dated 3 April 2020,  proposed a resolution to allow the shareholders to join general meetings remotely via electronic facilities but noted that the company does not currently intend for general meetings to be conducted via electronic facilities.

 also proposed changes to its articles to allow meetings to be held physically and/or electronically. Additionally, InterContinental Hotels Group plc has proposed a resolution to allow shareholders to attend and participate in shareholder meetings by electronic means.

In an updated AGM notice dated 6 April 2020,  proposed a resolution at an EGM on 21 April 2020 to amend its articles to reduce the quorum for general meetings (including the AGM on 14 May 2020) from ten to two people (see page 3 of the notice).  has also proposed a resolution to reduce its quorum from three to two members.

, Intercontinental Hotels Group plc and  have proposed resolutions relating to the postponement or adjournment of general meetings. For Segro plc, the proposed resolution allows the company to amend the business of an adjourned meeting provided adequate notice is sent to its shareholders and only requires notice to be sent where an adjourned meeting is to take place more than three months after the initial meeting. Intercontinental Hotels Group plc proposed a resolution to allow the company to postpone general meetings where it is impracticable or unreasonable for the company to hold a general meeting. St James’s Place plc has proposed a resolution to permit the directors to move, postpone or adjourn meetings at short notice, including the chair’s power to adjourn a meeting.

Intercontinental Hotels Group plc and St James’s Place plc have also proposed resolutions to allow the board to make necessary arrangements to ensure the safety of those attending general meetings.

The articles of St James’s Place plc already allowed for the company to hold hybrid general meetings but further proposals were made to clarify procedural matters in light of the coronavirus crisis. The proposed new articles clarify the basis upon which electronic attendance via hybrid meetings can be proposed and established, and permit the directors to make arrangements for attendees to view and hear proceedings without attendees at these venues being formally present or entitled to vote at the meeting.

Adaptations to the procedure of meetings

All companies in the data set made changes to the way their AGM should be conducted.

Participation and voting

As expected from the supplementary guidance from the CGI following the implementation of the Stay at Home Measures, a large proportion of companies have encouraged their shareholders to vote by proxy. Given the rapid developments in the legislative and regulatory backdrop, companies have encouraged their shareholders to monitor their websites for amendments to AGM arrangements and just under half of the companies within the data set have linked their shareholders to dedicated website areas.

Only a few companies are live streaming or allowing shareholders to dial-in to remotely to the AGM. Companies also differ in their approach in providing dial-in facilities. For example, the Law Debenture Corporation plc has  that shareholders must submit a written request for dial-in details, but Helios Towers plc has  the dial-in details for its AGM in its RNS announcement.

A few companies have yet to issue their AGM notice and so have not yet announced adaptations for their AGMs. Additionally, some companies that have released a notice have announced that further adaptations are under consideration. For example,  and  are considering allowing questions to be asked via dial-in and  is considering live streaming the AGM.

Allowing shareholders to vote online has comparatively been a more popular adaptation, and not all companies offering online voting are holding hybrid or virtual AGMs. For example, Midwich Group plc has restricted attendance to its AGM but has allowed for online voting via SignalShare.

Discussion and debate

Companies are separated in their approach to handling questions from shareholders. While some companies have provided for an interactive question and answer session, the majority of companies have taken to welcoming questions prior to the AGM with answers to be given after the AGM due to AGMs being restricted to ‘formal business’. It is also of note that some companies have not addressed how they will facilitate questions from shareholders which may give rise to criticism. Some companies (such as ,  and St James’s Place plc) have decided to delay having a Q&A session at their AGM and instead provided that shareholders will be able to meet the board at a future date. Additionally, it is not just companies convening virtual or hybrid AGMs allowing for live Q&A sessions at the AGM. For example, , Law Debenture Corporation plc and  are restricting attendance at their AGMs but allowing for shareholders to dial-in with questions.

Change of venue

The majority of venue changes have been to a corporate premises. However, of note is the change to residential addresses by two companies:  and . In addition,  has moved its AGM to be held in the United States, citing that most of its directors are resident there despite knowing that ‘a number’ of their shareholders are not located or resident in the United States.

Safety measures

Largely due to the substantive effect of the Stay At Home measures, only a minority of companies have reserved the right to introduce safety measures such as temperature checks and health questionnaires.  has however addressed the potential relaxation of the movement restrictions and has noted in its notice that shareholders may be subject to safety measures and should notify the company of their intention to attend the AGM.